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:
/ / 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
CompuMed, Inc.
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(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 Rule 14a-6(i)(1) 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 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:
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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>
COMPUMED, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 28, 1997
----------------------
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of CompuMed, Inc., a Delaware corporation (the "Company"),
will be held at 1230 Rosecrans Avenue, Manhattan Beach, California, on
Friday, March 28, 1997, at 10:00 a.m., Pacific Standard Time, for the
following purposes:
1. To elect five directors to serve for the following year and
until successors have been elected and qualified.
2. To act upon the ratification of the appointment of Ernst &
Young LLP as the Company's independent auditors for the 1997 fiscal
year.
3. To act upon such other matters as may properly come before the
Meeting or any adjournments thereof.
Only stockholders of record at the close of business on February 3, 1997
shall be entitled to notice of and to vote at the Meeting or any
adjournments thereof. All stockholders are cordially invited to attend
the Meeting in person.
By order of the Board of Directors
James Linesch
Secretary
February 20, 1997
Manhattan Beach, California
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WISH YOUR SHARES
OF COMMON STOCK OR PREFERRED STOCK, AS THE CASE MAY BE, TO BE VOTED, YOU
ARE REQUESTED TO SIGN AND MAIL PROMPTLY THE ENCLOSED PROXY WHICH IS
BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. A RETURN ENVELOPE
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES IS ENCLOSED FOR
THAT PURPOSE.
<PAGE>
COMPUMED, INC.
--------------------
PROXY STATEMENT
-------------------
ANNUAL MEETING OF STOCKHOLDERS
MARCH 28, 1997
GENERAL
-----------
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors and management of CompuMed, Inc., a Delaware
corporation (the "Company"), of proxies for use at the 1997 Annual
Meeting of Stockholders of the Company (the "Meeting") to be held at the
Company's executive offices at 1230 Rosecrans Avenue, Manhattan Beach,
California, on Friday, March 28, 1997, at 10:00 a.m., Pacific Standard
Time, and at any and all adjournments thereof, for the purposes set
forth in the accompanying Notice of Annual Meeting of Stockholders
("Notice of Meeting").
This Proxy Statement, Notice of Meeting and accompanying Proxy are first
being mailed to stockholders on February 20, 1997.
VOTING SECURITIES AND VOTE REQUIRED
-----------------------------------
Only stockholders of record at the close of business on February 3, 1997
are entitled to notice of and to vote the shares of common stock, $.01
par value ("Common Stock"), Class A $3.50 Cumulative Convertible
Preferred Stock, $.10 par value ("Class A Preferred Stock") and Class B
$3.50 Convertible Preferred Stock, $.10 par value ("Class B Preferred
Stock" and collectively with the Common Stock and the Class A Preferred
Stock the "Voting Stock"), of the Company held by them on such date at
the Meeting or any and all adjournments thereof. As of February 3,
1997, 8,949,786 shares of Common Stock, 8,400 shares of Class A
Preferred Stock and 2,333 shares of Class B Preferred Stock were
outstanding. There was no other class of voting securities outstanding
at that date.
The presence, in person or by proxy, of the holders of majority of the
outstanding shares of Voting Stock is necessary to constitute a quorum
at the Meeting. Assuming that a quorum is present, the affirmative vote
of the holders of a majority of the shares of Voting Stock voting at the
Meeting will be required to approve Proposal No. 2, regarding the
ratification of the appointment of auditors. A plurality of votes cast
will be required for the election of directors.
Each share of Voting Stock held by a stockholder entitles such
stockholder to one vote on each matter that is voted upon at the Meeting
or any adjournments thereof.
With regard to the election of directors, votes may be cast in favor or
withheld; votes that are withheld will be excluded entirely from the
vote and will have no effect except that votes withheld will be counted
toward determining the presence of a quorum for the transaction of
business.
<PAGE>
Abstentions and broker "non-votes" will be counted toward determining
the presence of a quorum for the transaction of business. Abstentions
may be specified on all proposals except the election of directors.
With respect to proposals other than the election of directors,
abstentions will have the effect of a negative vote. A broker "non-
vote" will have no effect on the outcome of any of the proposals.
If the accompanying Proxy is properly signed and returned to the Company
and not revoked, it will be voted in accordance with the instructions
contained therein. Unless contrary instructions are given, the persons
designated as proxy holders in the accompanying Proxy will vote "FOR"
the Board of Directors' slate of nominees and "FOR" ratification of the
appointment of Ernst & Young LLP as the Company's independent auditors
for the 1997 fiscal year, and as recommended by the Board of Directors
with regard to any other matters or if no such recommendation is given,
in their own discretion. Each such proxy granted by a stockholder may
be revoked by such stockholder at any time before it is exercised by
filing with the Secretary of the Company a revoking instrument in the
form of a duly executed Proxy bearing a later date. The powers of the
Proxy holders will be suspended if the person executing the Proxy
attends the Meeting in person and so requests. Attendance at the Meeting
will not, in itself, constitute revocation of the Proxy.
The cost of soliciting these Proxies, consisting of the printing,
handling, and mailing of the Proxy and related material, and the actual
expense incurred by brokerage houses, custodians, nominees and
fiduciaries in forwarding proxy material to the beneficial owners of
stock, will be paid by the Company.
In order to assure that there is a quorum, it may be necessary for
certain officers, directors, regular employees and other representatives
of the Company to solicit Proxies by telephone or telegraph or in
person. These persons will receive no extra compensation for their
services.
PROPOSAL 1
ELECTION OF DIRECTORS
At the Meeting five (5) directors will be elected to serve until the
next Meeting and until their successors are elected and qualified. The
Board of Directors will vote all Proxies received by them in the
accompanying form for the nominees listed below. The current size of
the Board of Directors of the Company is six (6). All of the nominees
are presently serving as directors except for John Romm, M.D. Robert
Funari and Russell Walker have determined not to seek election to the
Board of Directors for 1997 and will cease their directorship upon the
election of directors at the meeting. Robert Goldberg is the nominee
for Chairman of the Board. The size of the Board of Directors is being
reduced from six (6) to five (5) members as of the Meeting. In the
event any nominee is unable to or declines to serve at the time of the
Meeting, the proxies will be voted for an alternative nominee who shall
be designated by the present Board of Directors to fill the vacancy. As
of the date of this Proxy Statement, the Board of Directors is not aware
of any nominee who is unable or will decline to serve as a director.
<PAGE>
The following are the nominees for election as directors:
First Year
Elected
Director
Nominees Position with Company Age
-----------
-------- ----------------------- ----
Robert Goldberg Chairman of the Board 1994 63
John Minnick Director 1985 48
Rod Raynovich President, CEO and 1995 53
Director
John Romm, M.D. Director -- 66
Robert Stuckelman Director 1973 64
BACKGROUND EXPERIENCE OF DIRECTORS
Mr. Goldberg is a senior partner in the firm of Francis, Goldberg
-----------
& Powers, a certified Public Accounting Firm and has been associated
with such firm since January 1995. Prior thereto, he was a senior
partner in the Los Angeles office of Bernstein, Fox, Goldberg & Licker
Certified Public Accountants for fifteen years. He is certified in both
California and New York and has been a member of the New York State Bar.
Mr. Goldberg attended Lehigh University, Brooklyn Law School and New
York University School of Law and has lectured for the Practicing Law
Institute and The American College of Life Underwriters. He is a member
of the Estate Planning Council, Professional Planners Forum and various
accounting societies.
Mr. Minnick is President of Minnick Capital Management, an
-----------
investment management firm that he founded in 1972. Mr. Minnick, an
attorney, and is a member of the Kansas Bar and has had a long-standing
relationship with the Company in his capacity as investment counsel for
a large number of investors in franchise programs that the Company
originated. He has served as a director on other corporate and non-
profit boards and is a member of the Association for Investment
Management and Research (AIMR). Mr. Minnick is a graduate of Washburn
University (BA) and the Washburn University School of Law (JD).
Mr. Raynovich has been President and Chief Executive Officer of the
-------------
Company since October 1994. Mr. Raynovich has 25 years of experience in
the medical diagnostics and biotechnology industry. Mr. Raynovich
served as President of Raygent Associates, a healthcare consulting firm
providing investment banking and business development services from
April 1993 to October 1994. Prior to becoming president of Raygent
Associates, he was President and CEO of Leeco Diagnostics, Inc., which
merged into Endogen, Inc., from August 1990 to April 1993. Mr.
Raynovich was Vice President of Business Development of Cambridge
Bioscience Corp. He has also held management positions with Abbott
Laboratories and Johnson & Johnson. Mr. Raynovich received his M.B.A.
from Rutgers University and his B.S. from Penn State University.
Dr. Romm has practiced internal medicine and gastroenterology in
--------
private practice since 1962. He earned his MD at Wayne State College of
Medicine and also holds a BS in biology. He is an associate professor
of medicine at the University of California, Los Angeles and is an
attending physician at Cedars-Sinai Medical Center.
Mr. Stuckelman founded the Company in 1973 and served as its
--------------
President to 1982. From 1982 through 1989, Mr. Stuckelman was a
business consultant for small and medium size companies. In 1989, he
rejoined the Company as President and Chief Executive Officer in which
capacities he served until October 1994. Mr. Stuckelman has been a
director of the Company since its incorporation and is one of its
principal stockholders. He holds an MSEE from the University of
Southern California and a BEE from Cornell University.
BUSINESS EXPERIENCE OF SIGNIFICANT OFFICER
Mr. James Linesch (age 42) joined the Company in June 1996 as Vice
-----------------
President and Chief Financial Officer. From 1991 until 1996 he served
as Chief Financial Officer of Universal Self Care, Inc., a durable
medical equipment supplier, publicly traded on the NASDAQ Small Cap
market and is currently a director of that Company. Prior to Universal,
from 1987 to 1991 he served as the Chief Financial Officer of a software
company specializing in sales, service and development of medical
billing software. He has practiced as a CPA in California with Price
Waterhouse from 1981 to 1984. Mr. Linesch received his BS degree in
Finance from California State University, Northridge, and his MBA degree
from the University of Southern California.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of six meetings
during the fiscal year ended September 30, 1996. No director attended
fewer than 75% of the aggregate of all meetings of the Board of
Directors.
The Audit Committee is primarily responsible for approving the services
performed by the Company's independent auditors and reviewing reports of
the Company's internal and external auditors regarding the Company's
accounting practices and systems of internal accounting controls. This
Committee currently consists of Mr. Minnick and Mr. Goldberg. The Audit
Committee met two times during the fiscal year ended September 30, 1996.
The Compensation Committee reviews and approves the Company's
compensation policy and has assumed responsibility for administration of
the Company's 1992 Stock Option Plan. This Committee currently consists
of Mr. Goldberg and Mr. Stuckelman. The Compensation Committee met two
times during the fiscal year ending September 30, 1996.
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten
percent of its Common Stock, to file reports of ownership and changes of
ownership with the Securities and Exchange Commission ("SEC") and each
exchange [or market quotation system] on which the Company's securities
are registered. Officers, directors and greater than ten-percent
stockholders are required by SEC regulation to furnish the Company with
copies of all ownership forms they file.
Based solely on its review of the copies of such forms received by it,
or written representations that no Form 5 was required, the Company
believes that, during the year ended September 30, 1996, its officers,
directors, and greater than ten-percent beneficial owners complied with
all applicable filing requirements.
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation
of the Company's President and Chief Executive Officer for the period
from October 1994, the date Mr. Raynovich became President and Chief
Executive Officer, through September 30, 1996, the fiscal year end of
the Company. No other executive officers had an annual salary and
bonus, if any, which exceeded $100,000 for services in all capacities to
the Company during the last fiscal year.
Long-Term
Name and Compensation
Principal Fiscal Annual Compensation Stock All Other
Position Year Salary Bonus Options Compensation
---------- ---- -------- ------------ ----------- -----------
R. Raynovich 1996 $120,000 $25,000
President
and CEO
1995 $140,000* $25,000 158,150 $35,000
* Reflects actual salary from October 1994 to fiscal year end 1995.
EMPLOYMENT AGREEMENTS
Mr. Raynovich has an employment agreement with the Company through May
31, 1998. Pursuant to the terms of the Agreement, dated June 1, 1996,
he receives an annual salary of $120,000, subject to annual increases
based on the Consumer Price Index. He is also entitled to receive
periodic discretionary bonuses with an annual cumulative amount not to
exceed $40,000. In connection with his relocation, the Company will
loan him up to $42,000, the liability of which will be forgiven over
approximately two years.
<PAGE>
EMPLOYEE STOCK OPTION PLANS
The Company established its 1992 Stock Option Plan (the "1992 Plan").
To enable the Company to recruit and retain selected officers and other
employees by providing equity participation in the Company to such
individuals. Under the 1992 Plan, regular salaried employees, including
directors who are full time employees, may be granted options
exercisable at not less than 100% of the fair market value of the Common
Stock on the date of grant. The exercise price of any option granted to
an optionee who owns stock possessing more than 10% of the voting power
of all classes of stock of the Company must be 110% of the fair market
value of the Common Stock on the date of grant and the duration of the
options granted may not exceed five years. Prior to the existence of
any public market for the Company's shares, the fair market value had
been determined from time to time by the Board of Directors. Options
generally become exercisable at a rate of 33% of the shares subject to
an option one year after its grant. The remaining shares generally
become exercisable over an additional 24 months. The duration of
options may not exceed ten years. Options under the Plan are
nonassignable, except in the case of death and may be exercised only
while the optionee is employed by the Company, or in certain cases,
within a specified period after termination of employment (within three
months) or death (within twelve months). The purchase price and number
of shares of Common Stock that may be purchased upon exercise of options
are subject to adjustment in certain cases, including stock splits,
recapitalizations and reorganizations.
Under the 1992 Plan, the Company may grant qualified or non-qualified
options for the purchase of 880,000 shares of Common Stock. At the year
ended September 30, 1996, there were 474,975 shares reserved for
exercise of options granted, of which 331,463 were exercisable subject
to vesting, and 405,025 were available for grant under such plan.
Officers and members of the Board of Directors hold an aggregate of
284,363 options having exercise prices ranging from $1.00 to $1.25.
The amount of options granted and to whom they are granted, are
determined by the Board of Directors with the recommendation of the
Compensation Committee, at their discretion. There are no specific
criteria, performance formulas or measures applicable to the
determination of the amount of options to be granted and to whom such
options are to be granted.
The Company's 1982 Stock Option Plan (the "1982 Plan") terminated on
January 29, 1992. The terms and conditions of such Plan were in all
material respects identical with the 1992 Plan. As of January 22, 1997,
9,805 options remain outstanding under the 1982 Plan expiring in 2001 at
an exercise price of $1.00, and no further options may be granted under
such Plan.
STOCK OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
Number of
Securities % of
(shares of Common Total Options
Stock) Underlying Granted to Exercise
Options Employees Price Expiration
in Fiscal Year
Name Granted (1) ($/share) Date
------- -------------- ------------- -------- -------
R. Raynovich 158,150 - $1.00 (2)
------------------------------
(1) Options vested at various dates during the 1995 fiscal year.
(2) The expiration dates for the options granted span the period from
October 2000 to March 2001.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
The following table sets forth certain information regarding the
exercise of stock options during the fiscal year ended September 30,
1996 and the fiscal year-end value of unexercised options for the
Company's named executive officers.
Number of
Securities Value
(shares of of
Common Stock) Unexercised
Underlying In-the-money
Unexercised Options at
Options at Fiscal Year
Shares Fiscal Year End (1)
Acquired End Exercisable/
on Value Exercisable/ Unexercisable
Name Exercise Realized Unexercisable
------- --------- --------- --------------- ---------------
R. Raynovich - - 158,150 / -0- $-0- / -0-
(1) Based upon the closing market price of the Company's Common
Stock as reported on the NASDAQ Stock market on September 30,
1996 minus the respective option exercise prices.
NON PLAN STOCK OPTIONS
Between February 1992 and January 1996, a total of 804,918 stock
options were granted to directors, officers and consultants
outside either the 1982 or 1992 Employee Stock Option Plans. The
exercise prices of these non-plan stock options were between
$1.00 and $4.00 per share which were equal to the fair market
value of the Common Stock on the respective dates of grant, and
they expire between 1996 and 2001. As of January 22, 1997,
132,833 of these non-qualified stock options were exercised and
672,085 were still outstanding.
<PAGE>
SAVINGS AND RETIREMENT PLANS
In July 1987 the Company instituted a Savings and Retirement Plan
(the "S&R Plan"). Under the S&R Plan, every full-time salaried
employee who is 18 years of age or older may contribute up to 15
percent of his or her annual salary to the Company's S&R Plan.
The Company will make a matching contribution of $.25 for every
$1.00 of the employee's contribution for an employee contribution
of up to but not exceeding 6 percent of the employee's annual
salary. Company contributions are 100% vested after 60 months of
contributions to the S&R Plan. Benefits are payable under the
S&R Plan upon termination of a participant's employment with the
Company or at retirement. The S&R Plan meets the requirements of
Section 401(k) of the Internal Revenue Code. Internal Revenue
Service regulations limit the percentage of tax-deferred
contributions that can be made by higher-compensated
participants. There are restrictions upon withdrawal of tax
deferred contributions, but participants are permitted to borrow
against the value of their tax deferred accounts.
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth information concerning ownership
of the Company's Common Stock as of January 22, 1997 by: (a)
each director of the Company; (b) each person known to the
Company to be the beneficial owner of more than five percent of
its Common Stock; and (c) all officers and directors of the
Company as a group.
Amount and Nature of Beneficial
Ownership
-------------------------------
Name and Address* of Number of Percent of
Beneficial Owner Shares (1) Class
--------------- ---------------
-- -
Robert Stuckelman 280,325 (2) 3%
Rod Raynovich 168,150 (3) 2%
John Minnick 142,899 (4) 1%
Robert Funari 79,024 (5) .7%
Russell Walker 56,541 (6) .5%
Robert Goldberg 49,603 (7) .4%
John Romm, M.D. -0- 0%
All Officers and Directors
as a group (8 in number) 840,292 (8) 9%
====
===========
------------------------------------
(1) Includes options exercisable within sixty days of January
22, 1997.
(2) Includes 125,810 shares subject to non-qualified and
qualified stock options.
(3) 158,150 shares subject to non-qualified stock options.
(4) Includes 73,614 shares subject to non-qualified stock
options.
(5) Includes 79,024 shares subject to non-qualified stock
options.
(6) Includes 56,541 shares subject to non-qualified stock
options.
(7) Includes 39,603 shares subject to non-qualified stock
options.
(8) Includes 596,492 shares in addition to shares listed in
above footnotes subject to non-qualified and qualified stock
options.
(*) c/o CompuMed, Inc, 1230 Rosecrans Avenue, Manhattan Beach,
California 90206.
<PAGE>
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Company has appointed Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending September 30,
1997. Ernst & Young LLP has served as the Company's independent
auditors since 1981.
Services provided to the Company and its subsidiaries by Ernst &
Young LLP with respect to Fiscal 1996 included the examination of
the Company's consolidated financial statements, limited reviews
of quarterly reports, services related to filings with the
Securities and Exchange Commission and consultations on various
tax and information services matters.
Representatives of Ernst & Young LLP will be present at the
Meeting to respond to appropriate questions and to make such
statements as they may desire.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR"
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE
COMPANY'S INDEPENDENT AUDITORS FOR THE 1997 FISCAL YEAR.
ANNUAL REPORT
All stockholders of record as of February 3, 1997 have or are
currently being sent a copy of the Company's Annual Report for
the fiscal year ended September 30, 1996 (the "Annual Report")
which contains audited financial statements of the Company. The
Annual Report is deemed to be part of the material for the
solicitation of proxies.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH BENEFICIAL HOLDER
OF ITS COMMON STOCK ON FEBRUARY 3, 1997 WHO DID NOT RECEIVE A
COPY OF THE COMPANY'S ANNUAL REPORT, ON THE WRITTEN REQUEST OF
ANY SUCH PERSON, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM
10-KSB FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1996 AS FILED WITH
THE SEC. ANY SUCH REQUEST SHOULD BE MADE IN WRITING TO THE
SECRETARY, COMPUMED, INC., 1230 ROSECRANS AVENUE, MANHATTAN
BEACH, CALIFORNIA 90266.
OTHER MATTERS
As of the date of this Proxy Statement, the Company knows of no
business that will be presented for consideration at the Meeting
other than that which has been referred to above. As to other
business, if any, that may come before the Meeting, it is
intended that proxies in the enclosed form will be voted in
respect thereof in accordance with the judgment of the person or
persons voting the proxies.
<PAGE>
STOCKHOLDER PROPOSALS FOR THE 1998 ANNUAL MEETING
Stockholder proposals must be received by the Secretary of the
Company, for inclusion in the Company's proxy materials relating
to the 1998 Annual Meeting of Stockholders, by October 22, 1997.
By order of the Board of Directors
James Linesch
Secretary
February 20, 1997
STOCKHOLDERS ARE URGED TO DATE, SIGN AND RETURN THE ENCLOSED
PROXY IN THE ENCLOSED ENVELOPE. PROMPT RESPONSE IS HELPFUL AND
YOUR COOPERATION WILL BE APPRECIATED.
<PAGE>
COMPUMED, INC.
ANNUAL MEETING OF STOCKHOLDERS
MARCH 28, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of COMPUMED, INC., a Delaware
corporation (the "Company"), acknowledges receipt of the Notice of
Annual Meeting of Stockholders and Proxy Statement, dated February 20,
1997, and hereby constitutes and appoints ROD N. RAYNOVICH or JAMES
LINESCH, or either of them acting singly in the absence of the other,
with the power of substitution in either of them, the proxies of the
undersigned to vote all shares of Voting Stock of the Company which
the undersigned would be entitled to vote at the Annual Meeting of
Stockholders, and at any adjournment or adjournments thereof, hereby
revoking any proxy or proxies heretofore given and ratifying and
confirming all that said proxies may do or cause to be done by virtue
thereof with respect to the following matters:
1. The election of five directors nominated by the Board of
Directors:
[] FOR all nominees listed below [] WITHHOLD AUTHORITY to
(except as indicated) vote for all nominees
listed below
Robert Goldberg, John Minnick, Rod N. Raynovich,
John Romm, M.D. and Robert Stuckelman
(Instruction: To withhold authority to vote for any
individual nominee or nominees write such nominee's or
nominees, names in the space provided below)
---------------------------------------------------------
2. The ratification of the appointment of Ernst & Young LLP as
the Company's independent auditors for the 1997 fiscal year:
[] FOR [] AGAINST [] ABSTAIN
3. Other matters as may properly come before the meeting or any
adjournment or adjournments thereof.
This Proxy, when properly executed, will be voted as directed.
If no direction is indicated, the Proxy will be voted FOR each of the
above proposals.
Dated: __________________________ , 1997
________________________________ (L.S.)
________________________________ (L.S.)
Please sign your name exactly
as it appears hereon. When
signing as attorney, executor,
administrator, trustee or
guardian, please give your full
title as it appears hereon.
When signing as joint tenants,
all parties in the joint
tenancy must sign. When a
proxy is given by a
corporation, it should be
signed by an authorized officer
and the corporate seal affixed.
No postage is required if
returned in the enclosed
envelope and mailed in the
United States.
PLEASE SIGN, DATE AND MAIL
THIS PROXY IMMEDIATELY IN
THE ENCLOSED ENVELOPE.
