<PAGE>
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
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
SCHERER HEALTHCARE, 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 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:
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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(1):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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(1)Set forth the amount on which the filing fee is calculated and state how
it was determined.
/ / 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>
SCHERER HEALTHCARE, INC.
NOTICE OF ANNUAL MEETING
AND
PROXY STATEMENT
<PAGE>
SCHERER HEALTHCARE, INC.
2859 PACES FERRY ROAD, SUITE 300
ATLANTA, GEORGIA 30339
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 24, 1995
NOTICE HEREBY IS GIVEN that the 1995 Annual Meeting of Stockholders of
Scherer Healthcare, Inc. (the "Company") will be held in the second floor
Boardroom, Overlook II, 2839 Paces Ferry Road, Atlanta, Georgia, on Thursday,
August 24, 1995, at 2:00 p.m., local time, for the purposes of considering
and voting upon:
1. A proposal to elect four directors to serve until the 1996 Annual
Meeting of Stockholders.
2. Such other business as properly may come before the Annual Meeting
or any adjournments thereof. The Board of Directors is not aware
of any other business to be presented to a vote of the stockholders
at the Annual Meeting.
Information relating to the above matters is set forth in the attached
Proxy Statement. Stockholders of record at the close of business on July 14,
1995, are entitled to receive notice of and to vote at the Annual Meeting and
any adjournments thereof.
By Order of the Board of Directors.
/s/ Robert P. Scherer, Jr.
ROBERT P. SCHERER, JR.
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
Atlanta, Georgia
July 31, 1995
PLEASE READ THE ATTACHED PROXY STATEMENT AND THEN PROMPTLY COMPLETE, EXECUTE
AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE.
IF YOU ATTEND THE ANNUAL MEETING, YOU MAY REVOKE THE PROXY CARD AND VOTE IN
PERSON IF YOU SO DESIRE.
<PAGE>
SCHERER HEALTHCARE, INC.
2859 Paces Ferry Road, Suite 300
Atlanta, Georgia 30339
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 24, 1995
This Proxy Statement is furnished to the stockholders of Scherer
Healthcare, Inc. (the "Company") in connection with the solicitation of
proxies by the Board of Directors of the Company to be voted at the 1995
Annual Meeting of Stockholders and at any adjournments thereof (the "Annual
Meeting"). The Annual Meeting will be held in the second floor Boardroom,
Overlook II, 2839 Paces Ferry Road, Atlanta, Georgia, on Thursday, August 24,
1995, at 2:00 p.m., local time.
The approximate date on which this Proxy Statement and form of proxy
card are first being sent or given to stockholders is July 31, 1995.
VOTING
GENERAL
The securities that can be voted at the Annual Meeting consist of Common
Stock of the Company, $.01 par value per share, with each share entitling its
owner to one vote on each matter submitted to the stockholders. The record
date for determining the holders of Common Stock who are entitled to receive
notice of and to vote at the Annual Meeting is July 14, 1995. On the record
date, 4,266,452 shares of Common Stock were outstanding and eligible to be
voted at the Annual Meeting.
QUORUM AND VOTE REQUIRED
The presence, in person or by proxy, of a majority of the outstanding
shares of Common Stock of the Company is necessary to constitute a quorum at
the Annual Meeting. In counting the votes to determine whether a quorum
exists at the Annual Meeting, all votes "for" and instructions to withhold
authority to vote will be used.
In voting with regard to the proposal to elect directors, stockholders
may vote in favor of all nominees, withhold their votes as to all nominees or
withhold their votes as to specific nominees. The vote required to approve
the proposal to elect directors is a plurality of the votes cast by the
holders of shares entitled to vote, provided a quorum is present. As a
result, votes that are withheld will not be counted and will have no effect.
Under the rules of the New York and American Stock Exchanges (the
"Exchanges") that govern most domestic stock brokerage firms, member firms
that hold shares in street name for beneficial owners may, to the extent that
such beneficial owners do not furnish voting instructions with respect to any
or all proposals submitted for stockholder action, vote in their discretion
upon proposals which are considered "discretionary" proposals under the rules
of the Exchanges. Member brokerage firms that have received no instructions
from their clients as to "non-discretionary" proposals do not have discretion
to vote on these proposals. Such "broker non-votes" will not be considered
in determining whether a quorum exists at the Annual Meeting and will not be
considered as votes cast in determining the outcome of any proposal.
Page 1
<PAGE>
As of July 14, 1995 (the record date for the Annual Meeting), the
current directors and executive officers of the Company owned or controlled
approximately 2,757,168 shares of Common Stock of the Company eligible to be
voted at the meeting, constituting approximately 65% of the outstanding
Common Stock. The Company believes that the holders of more than a majority
of the Common Stock outstanding on the record date will vote all of their
shares of Common Stock in favor of the election of the director nominees and,
therefore, that the presence of a quorum and the election of the director
nominees is reasonably assured.
PROXIES
Stockholders should specify their choices with regard to the election of
the director nominees on the enclosed proxy card. All properly executed
proxy cards delivered by stockholders to the Company in time to be voted at
the Annual Meeting and not revoked will be voted at the Annual Meeting in
accordance with the directions noted thereon. IN THE ABSENCE OF SUCH
INSTRUCTIONS, THE SHARES REPRESENTED BY A SIGNED AND DATED PROXY CARD WILL BE
VOTED "FOR" THE ELECTION OF ALL DIRECTOR NOMINEES. If any other matters
properly come before the Annual Meeting, the persons named as proxies will
vote upon such matters according to their judgment.
Any stockholder delivering a proxy has the power to revoke it at any
time before it is voted by giving written notice to the Secretary of the
Company, at 2859 Paces Ferry Road, Suite 300, Atlanta, Georgia 30339, by
executing and delivering to the Secretary of the Company a proxy card bearing
a later date or by voting in person at the Annual Meeting; provided, however,
that under the rules of the Exchanges, any beneficial owner of the Company's
Common Stock whose shares are held in street name by a member brokerage firm
may revoke his proxy and vote his shares in person at the Annual Meeting only
in accordance with applicable rules and procedures of the Exchanges.
In addition to soliciting proxies through the mail, the Company may
solicit proxies through its directors, officers and employees in person and
by telephone or facsimile. Brokerage firms, nominees, custodians and
fiduciaries also may be requested to forward proxy materials to the
beneficial owners of shares held of record by them. All expenses incurred in
connection with the solicitation of proxies will be borne by the Company.
SHARE OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of March 31, 1995, by (i) each
person known to the Company to be the beneficial owner of more than 5% of the
Company's Common Stock, (ii) each director of the Company, (iii) each of the
executive officers of the Company named in the Summary Compensation Table
herein and (iv) all current directors and executive officers of the Company
as a group, based in each case on information furnished to the Company by
such persons or entities. The Company believes that each of the named
individuals and group has sole voting and investment power with regard to the
shares shown except as otherwise noted.
Page 2
<PAGE>
<TABLE>
<CAPTION>
SHARES PERCENT
BENEFICIAL BENEFICIALLY OF
OWNER OWNED (1) CLASS
- ---------- ------------ ---------
<S> <C> <C>
Robert P. Scherer, Jr. ............. 2,615,968 (2) 61.0%
CHAIRMAN OF THE BOARD,
CHIEF EXECUTIVE OFFICER
AND PRINCIPAL STOCKHOLDER
2859 Paces Ferry Road
Suite 300
Atlanta, Georgia 30339
RPS Investments, Ltd. .............. 2,207,106 51.7%
PRINCIPAL STOCKHOLDER
2859 Paces Ferry Road
Suite 300
Atlanta, Georgia 30339
RPS Investments, Inc. .............. 2,250,956 (3) 52.8%
PRINCIPAL STOCKHOLDER
2859 Paces Ferry Road
Suite 300
Atlanta, Georgia 30339
Robert P. Scherer III .............. 2,349,370 (4) 55.1%
PRINCIPAL STOCKHOLDER
217 Goldenrod Avenue
Corona del Mar, California 92625
Trust Company Bank of Georgia....... 340,212 (5) 8.0%
25 Park Place, N.E.
Atlanta, Georgia 30303
Robert W. Naismith, Ph.D. .......... 173,000 (6) 4.0%
VICE PRESIDENT
William J. Thompson................. 50,000 (7) 1.2%
DIRECTOR AND PRESIDENT
Kenneth H. Robertson................ 1,000 --
DIRECTOR
Stephen A. Lukas, Sr. .............. -- --
DIRECTOR
Robert D. Tucker.................... 26,500 (8) --
FORMER CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
All current directors and executive
officers as a group (6 persons).... 2,839,968 (9) 5.3%
Page 3
<PAGE>
<FN>
_______________
(1) Beneficial ownership as reported in the table has been determined in
accordance with Securities and Exchange Commission regulations and, as a
result, certain outstanding shares are deemed to be beneficially owned by
more than one person.
(2) Of the shares shown, 43,850 are owned by RPS Investments, Inc. and
2,207,106 shares are owned by RPS Investments, Ltd. RPS Investments, Inc.
is the general partner of RPS Investments, Ltd. As Chairman of RPS
Investments, Inc., Mr. Scherer, Jr. is deemed to be the beneficial owner
of the shares. The shares shown also include 340,212 shares which Mr.
Scherer, Jr. holds as co-trustee with Trust Company Bank of a residuary
trust for the benefit of his family (See Note (5) below). Voting and
investment power is shared with regard to such shares. The shares also
include 24,800 shares that Mr. Scherer, Jr. may acquire upon exercise of
outstanding stock options.
(3) The shares shown include 2,207,106 shares are owned by RPS Investments,
Ltd. As the general partner of RPS Investments, Ltd., RPS Investments,
Inc. is deemed to be the beneficial owner of those shares.
(4) The shares shown include 43,850 shares owned by RPS Investments, Inc. and
2,207,106 shares owned by RPS Investments, Ltd. (See Notes (2) and (3)
above.) Mr. Scherer III is deemed to beneficially own such shares by
virtue of his position as a director of RPS Investments, Inc.
(5) The shares shown are held as co-trustee of a residuary trust for the
benefit of Mr. Scherer, Jr.'s family, and voting and investment power is
shared with Mr. Scherer, Jr., co-trustee of the residuary trust. (See
Note (2) above.)
(6) The shares shown include 8,000 shares that Dr. Naismith may acquire upon
exercise of outstanding stock options.
(7) Represents shares that Mr. Thompson may acquire upon exercise of
outstanding stock options.
(8) Represents shares that Mr. Tucker could have acquired upon exercise of
outstanding stock options. These options expired on May 24, 1995 without
being exercised.
(9) The shares shown include 2,591,168 shares with respect to which voting or
investment power is shared and 82,800 shares that may be acquired upon
exercise of outstanding stock options, as described in the Notes above.
</TABLE>
PROPOSAL 1 - ELECTION OF DIRECTORS
NOMINEES
The Board of Directors has set the authorized number of directors of the
Company at four. The Board of Directors has nominated Stephen A. Lukas, Sr.,
Kenneth H. Robertson, Robert P. Scherer, Jr. and William J. Thompson for
re-election as directors at the 1995 Annual Meeting. Each of the nominees is
currently a director of the Company. If re-elected as directors at the
Annual Meeting, each of such persons would serve until the 1996 Annual
Meeting of Stockholders and until their successors are duly elected and
qualified.
Page 4
<PAGE>
Each of the nominees has consented to serve another term as a director
if re-elected. If any of the nominees should be unavailable to serve for any
reason (which is not anticipated), the Board of Directors may designate a
substitute nominee or nominees (in which event the persons named on the
enclosed proxy card will vote the shares represented by all valid proxy cards
for the election of such substitute nominee or nominees), allow the vacancies
to remain open until a suitable candidate or candidates are located, or by
resolution provide for a lesser number of directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE
"FOR" THE PROPOSAL TO RE-ELECT STEPHEN A. LUKAS, SR., KENNETH H. ROBERTSON,
ROBERT P. SCHERER, JR. AND WILLIAM J. THOMPSON AS DIRECTORS UNTIL THE 1996
ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR SUCCESSORS HAVE BEEN DULY
ELECTED AND QUALIFIED.
INFORMATION REGARDING NOMINEES FOR DIRECTOR
Set forth below is certain information as of March 31, 1995, regarding
the four nominees for director, including their ages and principal
occupations (which have continued for at least the past five years unless
otherwise noted).
DIRECTOR NOMINEES
Stephen A. Lukas, Sr. Mr. Lukas, 69, has been President, Chief Executive
Officer, and a Director of Goldcaps, Inc., a
subsidiary of IVAX Corporation since 1992. Goldcaps,
Inc. is engaged in the production and marketing of
soft gelatin capsules. Mr. Lukas also serves as Vice
President, Business Development of IVAX Corporation.
He was President and a Director of Capsule Technology,
a soft gelatin capsule manufacturing and distribution
company, from its formation in 1981 until his
retirement in 1991. Mr. Lukas has been a Director of
the Company since 1989.
Kenneth H. Robertson Mr. Robertson, 60, has been Chairman of
Conference-Call USA, Inc. and Vice President of
Business Development of DIAL Services, Ltd. since
1988. These companies derive their revenue from
conference calling, video conferencing, voice
messaging, and reselling international long distance.
Since 1984, Mr. Robertson has been Managing Partner of
Print Marketing Concepts which publishes and prints
T.V. guides for newspapers. In addition, Mr. Robertson
has been the principal owner and developer of a
self-storage warehouse and business incubator
operation in Chicago since 1977. He became a Director
of the Company in 1980 and served as Vice President of
the Company in 1980 and as President from July 1981
until June 1983.
Robert P. Scherer, Jr. Mr. Scherer, Jr., 62, has been Chairman of the Board
of Directors and Chief Executive Officer of the
Company since February 1995. Mr. Scherer, Jr. has
been a Director of the Company since 1977. He has
been Chairman of the Board and Chief Executive Officer
of RPS Investments, Inc., the general partner of
Scherer Scientific, Ltd., since its formation in July
1986 and of RPS Investments, Inc. since its formation
in January 1980. He has been Chairman of the Board of
Directors and Chief Executive Officer of Marquest
Medical Products, Inc., a 41% owned subsidiary of the
Company, since February 1995.
Page 5
<PAGE>
William J. Thompson Mr. Thompson, 61, has been a Director and the
President and Chief Operating Officer of the Company
since 1984. Mr. Thompson has been a Director of
Marquest Medical Products, Inc. since 1993 and its
President and Chief Operating Officer since February
1995.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors conducts its business through meetings of the
Board and through its committees. In accordance with the Bylaws of the
Company, the Board of Directors has established an Executive Committee, a
Compensation Committee, an Audit Committee and a Nominating Committee.
The Executive Committee, during intervals between meetings of the Board,
may exercise the powers of the Board of Directors except with regard to a
limited number of matters which include amending the Certificate of
Incorporation or Bylaws of the Company, declaring a dividend or authorizing
the issuance of capital stock of the Company, adopting an agreement of merger
or consolidation on behalf of the Company, and recommending to the
stockholders of the Company a sale of substantially all of the assets of the
Company or the dissolution of the Company. All actions of the Executive
Committee are submitted for review and ratification by the full Board. Prior
to the resignation of Robert D. Tucker and James E. Brands as directors in
February 1995, the Executive Committee was composed of Messrs. Scherer, Jr.,
Tucker and Brands. The Board of Directors has not elected new members to the
Committee to fill the vacancies created by the resignation of Messrs. Tucker
and Brands.
The Compensation Committee is responsible for determining the
compensation of the Directors, officers and employees of the Company and for
administering the Company's employee benefit plans. See "Executive
Compensation - Stock Option Plans" herein. The Compensation Committee is
composed of Messrs. Lukas and Robertson. See "Compensation Committee
Interlocks and Insider Participation" below.
The Audit Committee is responsible for reviewing the adequacy of the
Company's system of internal financial controls, recommending to the Board of
Directors the appointment of independent auditor and evaluating the proposed
scope of the independent auditor's audit, evaluating the independent
auditor's performance and fee arrangement, conducting a post-audit review of
the Company's financial statements and audit findings in advance of
publication, and reviewing in advance proposed changes in the Company's
accounting methods. The Audit Committee is comprised of Messrs. Lukas and
Robertson.
The Nominating Committee identifies individuals as nominees for election
as Directors and officers of the Company. The full Board of Directors
currently serves as the Nominating Committee.
During the fiscal year ended March 31, 1995, the Board of Directors met
four times, the Compensation Committee met three times, the Executive
Committee did not meet, the Nominating Committee met one time and the Audit
Committee did not meet. Each of the current Directors of the Company
attended at least 75% of the total number of meetings of the Board of
Directors and committees on which he served.
DIRECTOR COMPENSATION
Directors who are not employees of the Company are paid $500 for each
Board of Directors or committee meeting, and all directors are reimbursed for
reasonable expenses incurred in attending meetings.
Page 6
<PAGE>
EXECUTIVE COMPENSATION
COMPENSATION SUMMARY
The following table summarizes the compensation paid or accrued by the
Company during the three fiscal years ended March 31, 1995, to each person
who served as the Company's Chief Executive Officer during fiscal 1995 and to
each of the Company's other executive officers whose compensation for fiscal
1995 exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------------- ------------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS(#) COMPENSATION
- --------------------------- ---- -------- ------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert P. Scherer, Jr. (1) 1995 $ -- $ -- $ -- 20,000 (2) $ --
CHAIRMAN OF THE BOARD, 1994 -- -- -- -- --
CHIEF EXECUTIVE OFFICER 1993 -- -- -- -- --
AND A DIRECTOR
Robert D. Tucker (1) 1995 $ -- $ -- $ -- 20,000 (3) --
FORMER CHAIRMAN OF THE BOARD, 1994 -- -- -- -- --
CHIEF EXECUTIVE OFFICER 1993 -- -- -- -- $25,000 (4)
AND A DIRECTOR
William J. Thompson 1995 $180,000 -- $ -- 25,000 $13,700 (5)
PRESIDENT AND A DIRECTOR 1994 170,000 $60,000 -- -- 13,700 (5)
1993 160,000 60,000 $ -- -- 37,895 (5)
Robert W. Naismith, Ph.D. 1995 $160,000 -- $ -- 35,000 $19,800 (6)
VICE PRESIDENT 1994 153,000 $30,000 -- -- 17,000 (6)
1993 141,000 25,000 -- -- 9,905 (6)
<FN>
(1) In February 1995, Mr. Tucker resigned from all of his positions with the
Company and its subsidiaries and the Board of Directors elected Mr.
Scherer, Jr. as Chairman of the Board of Directors and Chief Executive
Officer. Neither Mr. Tucker nor Mr. Scherer, Jr. received salary or
bonus compensation from the Company during the fiscal year ended March
31, 1995. However, during each fiscal year reported Mr. Tucker and Mr.
Scherer were compensated by Scherer Scientific, Ltd. Scherer Scientific,
Ltd. charged the Company $688,000, $613,000 and $591,000 during fiscal
1995, 1994 and 1993, respectively, for administrative, accounting,
professional, and corporate facilities costs. Scherer Scientific is an
affiliate of, and is under common control with, RPS Investments, Inc.,
which is the beneficial owner of 52.8% of the Company's Common Stock.
See "Certain Transactions." In February 1995, Mr. Tucker resigned from
all of his positions with Scherer Scientific, Ltd., RPS Investments, Inc.
and their affiliated entities.
(2) The Company and Mr. Scherer, Jr. canceled these options by mutual
agreement as of July 1, 1995.
(3) These options expired on May 24, 1995 without being exercised.
(4) Represents the amount paid to Mr. Tucker as consideration for entering
into non-competition agreements in connection with the sale by the
Company of the business of Atkins Healthcare Services.
(5) The amount shown as paid or accrued in fiscal 1995 and 1994 represents
the Company's contributions to Mr. Thompson's account in the Scherer
Healthcare, Inc. 401(k) Retirement and Savings Plan. The amount shown
as paid or accrued in fiscal 1993 includes $25,000 paid to Mr. Thompson
as consideration for entering into
Page 7
<PAGE>
a non-competition agreement in connection with the sale by the Company of
the business of Atkins Healthcare Services and a $12,895 contribution by
the Company to Mr. Thompson's account in the Scherer Healthcare, Inc.
401(k) Retirement and Savings Plan.
(6) The amount shown as paid or accrued in fiscal 1995 and 1994 includes
$6,100 and $6,000, respectively, in life insurance premiums paid by the
Company on policies owned by Dr. Naismith and $13,700 and $11,000,
respectively, in contributions by the Company to Dr. Naismith's account
in the Scherer Healthcare, Inc. 401(k) Retirement and Savings Plan. The
amount shown as paid or accrued in fiscal 1993 represents the Company's
contribution to Dr. Naismith's account in the Scherer Healthcare, Inc.
401(k) Retirement and Savings Plan.
</TABLE>
The Company's executive officers also participate in the Company's
Incentive Stock Option Plans. See "Stock Option Plans" below.
STOCK OPTION PLANS
The Company maintains the Scherer Healthcare, Inc. 1987 Stock Option
Plan, 1987 Long-Term Incentive Plan, 1988 Stock Option Plan and 1994 Stock
Incentive Plan (collectively, the "Stock Option Plans") to attract and retain
key executive personnel, directors and advisors, and to encourage their
continued employment with and service to the Company.
The following table sets forth information regarding (i) the number of
shares of the Company's Common Stock underlying stock options granted during
fiscal 1995 to each of the individuals named in the Summary Compensation
Table above, (ii) the percent the grants represent to total options granted
to all employees during the fiscal year, (iii) the per share exercise price
of the options, (iv) the closing sale price of the Company's Common Stock on
the date of grant as reported on The Nasdaq National Market, (v) the
expiration dates of the options, (vi) the value of the options on the date of
grant, and (vii) the potential realizable value of each grant of options
assuming the market price of the Company's Common Stock appreciates from the
date of grant to the end of the term at a 5% and a 10% annualized rate.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------------------
NUMBER OF % OF TOTAL POTENTIAL REALIZABLE VALUE AT ASSUMED
SECURITIES OPTIONS MARKET PRICE ANNUAL RATES OF STOCK PRICE
UNDERLYING GRANTED TO EXERCISE PER SHARE APPRECIATION FOR OPTION TERM(1)
OPTIONS EMPLOYEES IN PRICE ON GRANT EXPIRATION -------------------------------
NAME GRANTED (#) FISCAL YEAR PER SHARE DATE DATE 0% 5% 10%
---- ----------- ------------ --------- ------------ ---------- -- -- ---
<S> <C> <C> <C> <C> <C>
R. P. Scherer, Jr. 20,000 (2) 8.3% $2.50 $20.50 7/01/95 $360,000 $376,232 $ 392,463
R. D. Tucker 20,000 (3) 8.3% $2.50 $22.50 5/24/95 $400,000 $415,164 $ 430,329
W. J. Thompson 25,000 (4) 10.4% $20.50 $20.50 4/01/04 $ -- $322,308 $ 816,793
R. W. Naismith 20,000 (5) 8.3% $2.50 $23.00 7/01/04 $410,000 $699,292 $1,143,122
R. W. Naismith 15,000 (4) 6.2% $20.50 $20.50 4/01/04 $ -- $193,385 $ 490,076
<FN>
_______________
(1) The potential realizable value was calculated based on the grant-date
valuation method assuming (i) the options were 100% vested on the date of
grant and (ii) that the market price of the Company's Common Stock
appreciates from the date of grant to the expiration of the options at a
5% and a 10% annualized rate.
(2) The Company and Mr. Scherer, Jr. canceled these options by mutual
agreement as of July 1, 1995. Under their original terms, the options
would have expired in September 2004. Mr. Scherer, Jr. vested in 40% of
the options on January 1, 1995 and would have vested in an additional
20% of the options on November 1, 1995, 1996 and 1997.
Page 8
<PAGE>
(3) The options expired pursuant to their terms three months following Mr.
Tucker's resignation as Chairman of the Board and Chief Executive Officer
of the Company. If Mr. Tucker had continued in the employ of the
Company, the options would have expired in September 2004. Mr. Tucker
vested in 40% of the options on January 1, 1995 and would have vested in
an additional 20% on November 1, 1995, 1996 and 1997.
(4) Mr. Thompson and Dr. Naismith each vested in 20% of the options on April
1, 1995 and will vest in an additional 20% of the options on April 1,
1996, 1997, 1998 and 1999.
(5) Dr. Naismith vested in 40% of the options on January 1, 1995 and will
vest in 20% of the options on November 1, 1995, 1996 and 1997. Vested
options may be exercised until the earlier of (i) July 1, 2004 or (ii)
three months after Dr. Naismith's resignation or termination of
employment with the Company.
</TABLE>
The following table sets forth information as of March 31, 1995
regarding (i) the number of exercisable and unexercisable stock options held
by each of the individuals named in the Summary Compensation Table above and
(ii) the respective estimated current values of such stock options. No stock
options were exercised by such individuals during the fiscal year ended March
31, 1995.
AGGREGATED OPTION GRANTS AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER
OF SHARES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
AT FISCAL AT FISCAL
YEAR-END(#) YEAR-END($)(1)
------------ --------------
EXERCISABLE/ EXERCISABLE/
NAME AND POSITION UNEXERCISABLE UNEXERCISABLE
- ----------------- ------------- -------------
<S> <C> <C>
Robert P. Scherer, Jr. 24,800/12,000 $20,000/$30,000
Robert D. Tucker 26,500/12,000 $20,000/$30,000
William J. Thompson 50,000/25,000 $0/$0
Robert W. Naismith, Ph.D. 8,000/27,000 $20,000/$30,000
<FN>
______________________
(1) The dollar value is determined by subtracting the option exercise prices
from the per share fair market value of the Company's Common Stock as of
March 31, 1995 as reported on The Nasdaq National Market.
</TABLE>
BIOFOR, INC. STOCK OPTION AWARDS. During fiscal 1993, the Board of
Directors of Biofor, Inc., a subsidiary of the Company, approved the grant of
options to acquire an aggregate of 391,000 shares of Common Stock of Biofor,
Inc. to the executive officers of the Company and to the directors and
certain key employees of Biofor, Inc. The options vest over three years, but
are exercisable only in the event that Biofor, Inc. has had a public offering
of its Common Stock prior to expiration of the options in 2002. The options,
exercisable at $1.00 per share, were not considered by the Company to be
compensation with a measurable value. Set forth below is the number of such
options granted to each of the executive officers named in the Summary
Compensation Table above.
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME UNDERLYING OPTIONS
---- ------------------
<S> <C>
Robert D. Tucker 50,000
Robert P. Scherer, Jr. 50,000
Robert W. Naismith, Ph.D. 50,000
</TABLE>
Page 9
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is composed of
Stephen A. Lukas, Sr. and Kenneth H. Robertson. Prior to July 1, 1995, all
of the Company's executive officers other than William J. Thompson were
compensated by Scherer Scientific, Ltd. and did not receive separate cash
compensation from the Company. However, Scherer Scientific, Ltd. charged the
Company annual fees for administrative, accounting, payroll and professional
services and corporate facilities costs. As a result, during periods prior
to July 1, 1995, the Compensation Committee's responsibilities with respect
to executive compensation for all executive officers other than Mr. Thompson
has been limited to compensation under the Stock Option Plans. Beginning
July 1, 1995, the Company assumed direct responsibility for the compensation
of its executive officers as determined by the Compensation Committee. The
Compensation Committee is responsible for developing and making
recommendations to the Board of Directors with respect to compensation
policies generally. The Committee approves the compensation of executive
officers paid by the Company and, on an annual basis, determines their
compensation. The Compensation Committee is also responsible for the
granting and administration of stock options.
The Compensation Committee has furnished the following report for fiscal
1995:
COMPENSATION PHILOSOPHY
The objectives of the Company's executive compensation program are to
provide a level of compensation which will attract, retain, and motivate
executives capable of achieving long-term success for the Company's
stockholders in terms of increasing Company and stockholder value.
EXECUTIVE OFFICER COMPENSATION
There are three main components of the executive compensation program:
(i) base salary; (ii) potential annual cash bonus; and (iii) periodic awards
of stock options or other equity participation to encourage achievement over
time and to align executive officer and stockholder interests. Executive
officers are eligible for the same benefits, including group health, life,
and disability insurance and participation in the Scherer Healthcare, Inc.
401(k) Retirement and Savings Plan, as are available generally to the
Company's and its subsidiaries non-union employees. Perquisites provided to
executive officers are not material.
ANNUAL SALARY. The Compensation Committee determines the salary of the
executive officers, with the objective of assuring that salary levels are
competitive. They are determined by considering duties and responsibilities
of the officers and their impact upon the operations and the growth in value
of the Company. The level of equity or potential equity participation in the
Company is considered in establishing compensation levels.
INCENTIVE COMPENSATION. Incentive compensation is provided on an annual
basis. Bonus awards are determined by the Compensation Committee on a
subjective basis, taking into account activities and accomplishments for the
fiscal year.
STOCK OPTION AWARDS. Stock options are granted to executive officers
and to other employees on a periodic basis, with vesting over several years.
Awards are made at a level which is considered to provide a meaningful
incentive to the executive officers.
Page 10
<PAGE>
PRESIDENT'S COMPENSATION
William J. Thompson, President and Chief Operating Officer, is the most
senior executive officer compensated directly by the Company during fiscal
1995. The amount of Mr. Thompson's annual salary is established by the
Compensation Committee using the criteria for executive officers discussed
above. His salary for fiscal 1995 was an increase of approximately six
percent over the prior fiscal year.
Mr. Thompson's bonus is determined in the discretion of the Compensation
Committee. The Committee considers the accomplishments of the operating
units which report directly to Mr. Thompson in determining the bonus amount.
It also considers the accomplishments of Marquest Medical Products, Inc., of
which the Company owns a 41 percent interest and to which Mr. Thompson
devotes a substantial amount of his effort. Mr. Thompson did not receive a
bonus for fiscal 1995.
Compensation Committee
Stephen A. Lukas, Sr.
Kenneth H. Robertson
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Prior to February 1995, Robert D. Tucker served as Chairman of the Board
and Chief Executive Officer of the Company and James E. Brands served as Vice
Chairman, Chief Financial Officer and a Director of the Company. During the
fiscal year ended March 31, 1995, Messrs. Tucker and Brands comprised the
Compensation Committee of the Company. During fiscal 1995, Messrs. Tucker
and Brands were compensated by Scherer Scientific, Ltd. and did not receive
direct cash compensation from the Company. Scherer Scientific, Ltd. provided
corporate facilities and administrative, professional and management services
to the Company, including the services of Messrs. Tucker and Brands, during
fiscal 1995 and for which Scherer Scientific, Ltd. charged the Company
$688,000.
During fiscal 1995 and prior periods, Scherer Scientific, Ltd., Scherer
Capital, L.L.C. and RPS Investments, Ltd. made loans to the Company and its
subsidiaries. Messrs. Tucker and Brands were directors and executive
officers of the general partner of Scherer Scientific, Ltd. and RPS
Investments, Ltd. and of Scherer Capital, L.L.C. until their resignation in
February 1995. See "Certain Transactions - Indebtedness to Related Parties"
below.
During fiscal 1995, Body Care, Inc. charged Scherer Laboratories, Inc.,
a wholly-owned subsidiary of the Company, approximately $104,000 for
warehousing, distribution, billing and inventory management services. Body
Care, Inc. is owned by Mr. Brands and his children, the children of Mr.
Tucker, and Robert P. Scherer, Jr. See "Certain Transactions - Transactions
with Body Care, Inc." below.
Page 11
<PAGE>
CERTAIN TRANSACTIONS
INDEBTEDNESS TO RELATED PARTIES. During fiscal 1995 and prior periods,
Scherer Scientific, Ltd., Scherer Capital, L.L.C. and RPS Investments, Ltd.
made loans (the "Affiliate Loans") to the Company and its subsidiaries the
proceeds of which were used for working capital and business and equipment
acquisitions. RPS Investments, Inc., which beneficially owns approximately
53% of the outstanding Common Stock of the Company, is under common control
with Scherer Scientific, Ltd., RPS Investments, Ltd. and Scherer Capital
L.L.C. Robert P. Scherer, Jr., the Chairman of the Board and Chief Executive
Officer of the Company, has a controlling interest in Scherer Scientific,
Ltd., RPS Investments, Ltd. and Scherer Capital, L.L.C. and is the
controlling stockholder and a director and executive officer of RPS
Investments, Inc. and its affiliates. Additionally, Robert D. Tucker and
James E. Brands, each of whom was a director and executive officer of the
Company until their resignations in February 1995, also served as directors
and executive officers of RPS Investments, Inc. and its affiliates until
their resignation from such positions in February 1995.
The Affiliate Loans are payable on demand and bear interest at rates
ranging from prime rate plus .5% to prime rate plus 2%. At March 31, 1995
and 1994, approximately $7,601,000 and $5,246,000, respectively, in Affiliate
Loans were payable by the Company and its subsidiaries.
Scherer Scientific, Ltd., Scherer Capital L.L.C., RPS Investments, Ltd.
and their affiliated entities have indicated to the Company that they will
not provide additional loans to the Company or its subsidiaries.
Additionally, the Company, Scherer Scientific, Ltd., Scherer Capital L.L.C.
and RPS Investments, Ltd. intend to restructure the Affiliate Loans to
include fixed payment terms and uniform interest rates and provide for cross
collateralization and guarantees.
ADMINISTRATIVE SERVICES ARRANGEMENT. During fiscal 1995 and prior
periods, Scherer Scientific, Ltd. provided to the Company and its
subsidiaries administrative, accounting, management oversight and payroll
services (collectively, the "Administrative Services") and facilities costs.
Scherer Scientific, Ltd. charged the Company $688,000 for these services
during fiscal 1995. Effective July 1, 1995, Scherer Scientific, Ltd. and the
Company terminated the administrative services arrangement and approximately
14 employees of Scherer Scientific, Ltd. became employees of the Company. As
a result, the Company currently provides its own administrative, accounting,
management and payroll services. Further, Robert P. Scherer, Jr., the
Chairman of the Board and Chief Executive Officer of the Company, continues
to be compensated by Scherer Scientific, Ltd. and presently does not receive
cash compensation from the Company for his services to the Company.
TRANSACTIONS WITH BODY CARE, INC. During fiscal 1995, Body Care, Inc.
provided to Scherer Laboratories, Inc., a wholly-owned subsidiary of the
Company, warehousing, distribution, billing and inventory management
services. Body Care, Inc. is owned by James E. Brands and his children, the
children of Robert D. Tucker, and Robert P. Scherer, Jr. Mr. Tucker served
as Chairman of the Board, Chief Executive Officer and a Director of the
Company and Mr. Brands served as Vice Chairman of the Board, Chief Financial
Officer and a Director of the Company, in each case, until their resignation
from such positions in February 1995. Body Care, Inc. charged Scherer
Laboratories, Inc. approximately $104,000 during fiscal 1995. In March 1995,
the Company terminated its business relationship with Body Care, Inc. Body
Care, Inc. has filed a complaint against Scherer Laboratories, Inc. in the
Superior Court of Fulton County, Georgia seeking damages of approximately
$102,000 based upon allegations of breach of contract. Mr. Scherer, Jr., who
is a minority shareholder of Body Care, Inc., opposes the litigation brought
by Body Care, Inc.
Page 12
<PAGE>
TRANSACTIONS WITH ROBERT W. NAISMITH. During fiscal 1994, the Company
acquired the 20% of Biofor, Inc. which it did not own, in exchange for
300,000 shares of the Company's Common Stock. Robert W. Naismith, Ph.D., a
Vice President of the Company and a director and President of Biofor, Inc.,
received 165,000 of those shares and Dr. Gilles Klopman, a director of
Biofor, Inc., received 45,000 shares.
STOCKHOLDER RETURN PERFORMANCE GRAPH
The Company's Common Stock is listed for trading on The Nasdaq National
Market under the symbol "SCHR." The price information reflected for the
Company's Common Stock in the following performance graph and accompanying
table is based upon the closing sales prices of the Common Stock on the dates
indicated assuming a $100.00 investment on March 31, 1990. The performance
graph compares the Company's cumulative total stockholder return with the
Nasdaq Stock Market Total Return Index and the Nasdaq Health Services Stock
Index. The graph assumes that the value of the investment in each index was
$100 on March 31, 1990. The stockholder return reflected below for the five
year historical period may not be indicative of future performance.
COMPARISON OF CUMULATIVE FIVE-YEAR STOCKHOLDER RETURN
<TABLE>
<CAPTION>
MARCH 31,
--------------------------------------------
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Scherer Healthcare $100 $100 $234 $188 $186 $ 45
Nasdaq Stock Market (US) $100 $114 $146 $167 $180 $201
Nasdaq Health Services $100 $186 $253 $248 $326 $374
</TABLE>
Page 13
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, and
regulations of the Securities and Exchange Commission thereunder require the
Company's directors and executive officers and persons who own more than 10%
of the Company's Common Stock, as well as certain affiliates of such persons,
to file initial reports of their ownership of the Company's Common Stock and
subsequent reports of changes in such ownership with the Securities and
Exchange Commission and the National Association of Securities Dealers, Inc.
Directors, executive officers and persons owning more than 10% of the
Company's Common Stock are required by Securities and Exchange Commission
regulations to furnish the Company with copies of all Section 16(a) reports
they file. Based solely on its review of the copies of such reports received
by it and written representations that no other reports were required for
those persons, the Company believes that during the fiscal year ended March
31, 1995, all filing requirements applicable to its directors, executive
officers and owners of more than 10% of its Common Stock were complied with
in a timely manner.
STOCKHOLDERS' PROPOSALS FOR 1996 ANNUAL MEETING
Proposals of stockholders, including nominations for the Board of
Directors, intended to be presented at the 1996 Annual Meeting of
Stockholders should be submitted by certified mail, return receipt requested,
and must be received by the Company at its executive offices in Atlanta,
Georgia, on or before April 1, 1996 to be eligible for inclusion in the
Company's proxy statement and form of proxy relating to that meeting and to
be introduced for action at the meeting. Any stockholder proposal must be in
writing and must set forth (i) a description of the business desired to be
brought before the meeting and the reasons for conducting the business at the
meeting, (ii) the name and address, as they appear on the Company's books, of
the stockholder submitting the proposal, (iii) the class and number of shares
that are beneficially owned by such stockholder, (iv) the dates on which the
stockholder acquired the shares, (v) documentary support for any claim of
beneficial ownership, (vi) any material interest of the stockholder in the
proposal, (vii) a statement in support of the proposal and (viii) any other
information required by the rules and regulations of the Securities and
Exchange Commission.
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING
The Board of Directors of the Company knows of no matters other than
those referred to in the accompanying Notice of Annual Meeting of
Stockholders which may properly come before the Annual Meeting. However, if
any other matter should be properly presented for consideration and voting at
the Annual Meeting or any adjournments thereof, it is the intention of the
persons named as proxies on the enclosed form of proxy card to vote the
shares represented by all valid proxy cards in accordance with their judgment
of what is in the best interest of the Company.
Atlanta, Georgia
July 31, 1995
____________________________________
The Company's 1995 Annual Report, which includes audited financial
statements, has been mailed to stockholders of the Company with these proxy
materials. The Annual Report does not form any part of the material for the
solicitation of proxies.
Page 14
<PAGE>
REVOCABLE PROXY COMMON STOCK
SCHERER HEALTHCARE, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR
THE 1995 ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints John D. Shirley and Gary W. Ruffcorn, and
each of them, proxies, with full power of substitution, to act for and in the
name of the undersigned to vote all shares of Common Stock of Scherer
Healthcare, Inc. (the "Company") which the undersigned is entitled to vote at
the 1995 Annual Meeting of Stockholders of the Company, to be held in the second
floor Boardroom, Overlook II, 2839 Paces Ferry Road, Atlanta, Georgia, on
Thursday, August 24, 1995, at 2:00 p.m., local time, and at any and all
adjournments thereof, as indicated below.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSAL LISTED
BELOW
1. Elect as directors the four nominees listed below to serve until the 1996
Annual Meeting of Stockholders and until their successors are elected and
qualified (except as marked to the contrary below):
<TABLE>
<S> <C>
/ / FOR ALL NOMINEES LISTED BELOW / / WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
(EXCEPT AS MARKED TO THE CONTRARY BELOW). LISTED BELOW.
</TABLE>
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.
STEPHEN A. LUKAS, SR., KENNETH H. ROBERTSON, ROBERT P. SCHERER, JR. AND WILLIAM
J. THOMPSON
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Annual Meeting and any and all adjournments
thereof.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY CARD IN THE
ENCLOSED POSTAGE-PAID ENVELOPE
(Continued, and to be signed and dated, on the reverse side)
<PAGE>
(Continued from other side)
PROXY--SOLICITED BY THE BOARD OF DIRECTORS
THIS PROXY CARD WILL BE VOTED AS DIRECTED. IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY CARD WILL BE VOTED "FOR" EACH OF THE PROPOSALS LISTED ON THE REVERSE
SIDE OF THIS PROXY CARD. If any other business is presented at the Annual
Meeting, this proxy card will be voted by the proxies in their best judgment. At
the present time, the Board of Directors knows of no other business to be
presented at the Annual Meeting.
The undersigned may elect to withdraw this proxy card at any time prior to
its use by giving written notice to the Secretary of the Company, by executing
and delivering to the Secretary of the Company a duly executed proxy card
bearing a later date, or by appearing at the Annual Meeting and voting in
person.
Please mark, date and sign exactly as
your name appears on this proxy card.
When shares are held jointly, both
holders should sign. When signing as
attorney, executor, administrator,
trustee, guardian or custodian, please
give your full title. If the holder is
a corporation or a partnership, the
full corporate or partnership name
should be signed by a duly authorized
officer.
Date: ________________________________
______________________________________
Signature
Do you plan to attend the Annual Meeting? ______________________________________
/ / YES / / NO Signature, if shares held jointly
