<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / 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 Section240.14a-11(c) or
Section240.14a-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/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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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>
SCHERER HEALTHCARE, INC.
NOTICE OF ANNUAL MEETING
AND
PROXY STATEMENT
<PAGE>
SCHERER HEALTHCARE, INC.
120 INTERSTATE NORTH PARKWAY, S.E.
SUITE 305
ATLANTA, GEORGIA 30339
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 15, 1999
NOTICE HEREBY IS GIVEN that the 1999 Annual Meeting of Stockholders of
Scherer Healthcare, Inc. (the "Company") will be held at Suite 5300, 303
Peachtree Street, Atlanta, Georgia, on Wednesday, September 15, 1999, at 10:00
a.m., local time, for the purposes of considering and voting upon:
1. A proposal to elect four Directors to serve until the 2000 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 August 4, 1999,
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, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
Atlanta, Georgia
August 4, 1999
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.
120 INTERSTATE NORTH PARKWAY, S.E.
SUITE 305
ATLANTA, GEORGIA 30339
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 15, 1999
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 1999 Annual Meeting of
Stockholders and at any adjournments thereof (the "Annual Meeting"). The Annual
Meeting will be held at Suite 5300, 303 Peachtree Street, Atlanta, Georgia, on
Wednesday, September 15, 1999, at 10:00 a.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 August 11, 1999.
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 August 4, 1999. On the record date,
approximately 4,336,234 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 in the election of
directors.
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 that 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.
As of August 4, 1999 (the record date for the Annual Meeting), the current
Directors and executive officers of the Company owned or controlled the power to
vote approximately 2,595,180 shares of Common Stock of the Company eligible to
be voted at the meeting, constituting
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approximately 59.8% 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
120 Interstate North Parkway, S.E., Suite 305, 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, 1999, 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
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<PAGE>
the named individuals and group has sole voting and investment power with regard
to the shares shown except as otherwise noted.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY PERCENT OF
BENEFICIAL OWNER OWNED (1) CLASS
- ---------------------------------------------------------------------- ----------------- ---------------
<S> <C> <C> <C>
Robert P. Scherer, Jr................................................. 2,641,314 (2) 60.2%
CHAIRMAN OF THE BOARD, PRESIDENT,
CHIEF EXECUTIVE OFFICER
AND PRINCIPAL STOCKHOLDER
RPS Investments, Inc.................................................. 1,244,234.5 28.7
PRINCIPAL STOCKHOLDER
Settlement Voting Trust............................................... 562,738.5 (2)(3) 13.0
PRINCIPAL STOCKHOLDER
SunTrust Bank......................................................... 340,224 (4) 7.8
PRINCIPAL STOCKHOLDER
Stephen Lukas, Sr..................................................... 1,000 *
DIRECTOR
Kenneth H. Robertson.................................................. 3,000 *
DIRECTOR
William J. Thompson................................................... 103,334 (5) 2.3
DIRECTOR
Gary W. Ruffcorn...................................................... 16,666 (6) *
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
All current directors and
executive officers as a
group (5 persons)................................................... 2,765,314 (7) 61.4
</TABLE>
- ------------------------
* Less than one percent.
(1) Beneficial ownership as reported in the table has been determined in
accordance with Securities Exchange Commission regulations and, as a result,
certain outstanding shares are deemed to be beneficially owned by more than
one person or entity.
(2) The shares shown as owned by Mr. Scherer include 1,244,234.5 shares owned by
RPS Investments, Inc. As Chairman and sole stockholder of RPS Investments,
Inc., Mr. Scherer is deemed to be the beneficial owner of the shares. The
shares shown also include 562,738.5 shares that Mr. Scherer holds as trustee
of a Settlement Voting Trust for the benefit of his adult children. Mr.
Scherer is entitled to vote the shares held in the Settlement Voting Trust.
The shares shown also include 340,224 shares that Mr. Scherer holds as
co-trustee with SunTrust Bank of a residuary trust for the benefit of his
family. Voting and investment power is shared with regard to such shares.
The shares shown as owned by Mr. Scherer also include 50,134 shares that Mr.
Scherer may acquire upon exercise of outstanding stock options. The address
of Mr. Scherer, RPS Investments, Inc., and the Settlement Voting Trust is
200 Galleria Parkway, Suite 220, Atlanta, Georgia 30339.
(3) The shares shown are held in a Settlement Voting Trust for the benefit of
Mr. Scherer's four adult children with Mr. Scherer as trustee. Mr. Scherer
is entitled to vote the shares held in the Settlement Voting Trust. See Note
(2) above.
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(4) The shares shown are beneficially owned by SunTrust Bank as co-trustee with
Mr. Scherer of a residuary trust for the benefit of Mr. Scherer's family and
voting and investment power is shared with Mr. Scherer, co-trustee of the
residuary trust. See Note (2) above. SunTrust Bank's address is 25 Park
Place, N.E., Atlanta, Georgia 30303.
(5) Mr. Thompson may acquire the shares shown upon exercise of outstanding stock
options.
(6) Mr. Ruffcorn may acquire the shares shown upon exercise of outstanding stock
options.
(7) The shares shown include 2,147,197 shares with respect to which voting or
investment power is shared and 170,134 shares that may be acquired upon
exercise of outstanding stock options, as described in the Notes above.
5
<PAGE>
PROPOSAL 1--ELECTION OF DIRECTORS
NOMINEES
The Board of Directors has set the authorized number of Directors of the
Company at four and nominated Stephen Lukas, Sr., Kenneth H. Robertson, Robert
P. Scherer, Jr. and William J. Thompson for re-election as Directors at the 1999
Annual Meeting. Each of the nominees currently is a Director of the Company. If
re-elected as Directors at the Annual Meeting, each of such persons would serve
until the 2000 Annual Meeting of Stockholders and until their successors are
duly elected and qualified.
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 LUKAS, SR., KENNETH H. ROBERTSON, ROBERT
P. SCHERER, JR. AND WILLIAM J. THOMPSON AS DIRECTORS UNTIL THE 2000 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, 1999, 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).
<TABLE>
<S> <C>
Stephen Lukas, Sr....... Mr. Lukas, 73, has been President and Director of Vienna Woods
Limited, a family holding company located in Ontario, Canada,
since 1974. He has been President and Director of Omnipharm S.A.,
a holding company located in Geneva, Switzerland, since January
1998. He has been a Director of Galena A.S., a pharmaceutical
manufacturing company located in the Czech Republic, since 1994.
From 1992 to December 1997, Mr. Lukas was President, Chief
Executive Officer, and a Director of Goldcaps, Inc., a subsidiary
of IVAX Corporation that is engaged in the production and
marketing of soft gelatin capsules. He also served as Vice
President, Business Development of IVAX Corporation from January
1993 to December 1997. Mr. Lukas has been a Director of the
Company since 1989.
Kenneth H. Robertson.... Mr. Robertson, 64, is Managing Member of Robertson & Partners LLC
and is Chief Executive Officer of Conference-Call USA, Inc. and
DIAL Services Ltd. These companies derive their revenue from
conference call services, video conferencing, voice messaging and
reselling international long distance. He was Chairman of
Conference-Call USA, Inc. from 1988 to 1996. Mr. Robertson also
was Financial Managing Partner of Print Marketing Concepts L.P.,
which published television program guides for newspapers, from
1984 to 1996. In addition, Mr. Robertson has been the principal
owner and developer of a self-storage warehouse and business
incubator operation in Chicago, Illinois, since 1977. He has been
a Director of the Company since 1980 and served as Vice President
of the Company in 1980 and as President from July 1981 to June
1983.
</TABLE>
6
<PAGE>
<TABLE>
<S> <C>
Robert P. Scherer, Mr. Scherer, 66, has been Chairman of the Board of Directors and
Jr.................... Chief Executive Officer of the Company since February 1995 and
President since May 1998. Mr. Scherer has been a Director of the
Company since 1977. He has been Chairman of the Board of
Directors and Chief Executive Officer of RPS Investments, Inc.
since its formation in January 1980. He was Chairman of the Board
of Directors and Chief Executive Officer of Marquest Medical
Products, Inc. ("Marquest") from 1995 until July 1997. Marquest
was a majority owned subsidiary of the Company until its sale in
July 1997.
William J. Thompson..... Mr. Thompson, 65, has been a Director of the Company since 1984.
Mr. Thompson was the President and Chief Operating Officer of the
Company from 1984 to July 1997. Mr. Thompson was a Director of
Marquest from 1993, and its President and Chief Operating Officer
from 1995, in each case until the Company's sale of Marquest in
July 1997.
</TABLE>
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 the authority to establish 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. Currently, the Board of Directors has not
established an Executive Committee.
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.
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 the 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, 1999, the Board of Directors met one
time and the Compensation Committee and the Audit Committee did not meet. Each
of the current Directors of the Company attended all of the meetings of the
Board of Directors and committees on which he served. During intervals between
meetings, the Directors engage in informal discussions among themselves and
management of the Company regarding the business and operations of the Company
and, in some instances, take action by consent in lieu of a meeting. During
fiscal 1999, the Board of Directors took
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action by unanimous consent without a meeting four times and the Compensation
Committee took action by unanimous consent without a meeting three times.
DIRECTOR COMPENSATION
Directors who are not employees of the Company are paid $10,000 per year,
and all Directors are reimbursed for reasonable expenses incurred in attending
meetings. The Company pays its Directors in equal quarterly installments.
EXECUTIVE COMPENSATION
COMPENSATION SUMMARY
The following table summarizes the compensation paid or accrued by the
Company during the fiscal years ended March 31, 1999, 1998, and 1997 to the
Company's Chief Executive Officer and each other person who served as an
executive officer during fiscal 1999 and whose compensation for fiscal 1999
exceeded $100,000 (the "named executive officers").
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)..................... 1999 $ -- $ -- $ -- -- $ --
CHAIRMAN OF THE BOARD, 1998 -- -- -- 50,000 --
PRESIDENT, CHIEF EXECUTIVE OFFICER, 1997 -- -- -- -- --
AND A DIRECTOR
Gary W. Ruffcorn............................... 1999 $ 93,600 $ -- $ -- -- $ --
CHIEF FINANCIAL OFFICER 1998 85,307 43,000(2) -- 25,000 --
1997 79,865 5,000 -- -- --
</TABLE>
- ------------------------
(1) The Board of Directors elected Mr. Scherer as Chairman of the Board of
Directors and Chief Executive Officer in February 1995 and as President in
May 1998. Mr. Scherer did not receive salary or bonus compensation from the
Company during the fiscal years reported.
(2) The amount shown includes $25,000 paid to Mr. Ruffcorn in connection with
his service to the Company related to the sale of Marquest Medical Products,
Inc., a majority owned subsidiary of the Company, in July 1997.
The Company's executive officers also participate in the Company's Incentive
Stock Option Plans. See "Stock Option Plans" below.
STOCK OPTION PLANS
GENERAL. The Company maintains the Scherer Healthcare, Inc. 1994 Stock
Incentive Plan (the "1994 Stock Option Plan") to attract and retain key
executive personnel, Directors and advisors, and to encourage their continued
employment with and service to the Company. The Company previously maintained
the Scherer Healthcare, Inc. 1987 Stock Option Plan, the 1987 Long-Term
Incentive Plan and the 1988 Stock Option Plan. The 1994 Stock Option Plan is the
only plan with options available for future grant.
OPTION GRANTS. The Company did not grant any options to the named executive
officers during the fiscal year ended March 31, 1999.
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<PAGE>
OPTION EXERCISES. The following table sets forth the number of shares of
Common Stock acquired upon the exercise of options by the named executive
officers during the fiscal year ended March 31, 1999 including the aggregate
value of gains on the date of exercise. The table also sets forth (i) the number
of shares covered by unexercised options (both exercisable and unexercisable) as
of March 31, 1999, and (ii) the respective value of "in-the-money" options,
which represents the positive spread between the exercise price of existing
options and the fair market value of the Company's Common Stock at March 31,
1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR-END (#) AT FISCAL YEAR-END ($)
SHARES ACQUIRED VALUE -------------------------- --------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------------- ------------------- --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert P. Scherer, Jr................. -- -- 50,134 16,666 $ 60,335 $ 30,165
Gary W. Ruffcorn...................... -- -- 16,666 8,334 30,165 15,085
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of the Company is
composed of Stephen Lukas, Sr. and Kenneth H. Robertson. The Compensation
Committee is responsible for developing and making recommendations to the Board
of Directors with respect to compensation policies. The Compensation Committee
approves the compensation of executive officers paid by the Company and
determines their compensation. The Compensation Committee is also responsible
for the granting and administration of stock options. The Company did not
provide any compensation to Mr. Scherer during fiscal 1997, 1998 and 1999,
although the Company began to pay Mr. Scherer an annual salary of $150,000
effective in April 1999.
The Compensation Committee has furnished the following report for fiscal
1999:
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
GENERAL. 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. The salary levels 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.
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INCENTIVE COMPENSATION. The Compensation Committee determines any incentive
compensation on an annual basis. The Compensation Committee determines bonus
awards on a subjective basis, taking into account activities and accomplishments
for the fiscal year. The Compensation Committee has not granted any bonus awards
to the named executive officers for fiscal 1999.
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.
Compensation Committee
Stephen Lukas, Sr.
Kenneth H. Robertson
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 as reported by Nasdaq assuming a $100 investment on March 31, 1994.
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, 1994. 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
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
MARCH 31,
----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1994 1995 1996 1997 1998 1999
--------- --------- --------- --------- --------- ---------
Scherer Healthcare, Inc........................................... $ 100 $ 24 $ 24 $ 12 $ 18 $ 17
Nasdaq Stock Market (US).......................................... $ 100 $ 111 $ 151 $ 168 $ 254 $ 342
Nasdaq Health Services............................................ $ 100 $ 115 $ 139 $ 124 $ 149 $ 103
</TABLE>
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,
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1999, 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 2000 ANNUAL MEETING
Proposals of stockholders, including nominations for the Board of Directors,
intended to be presented at the 2000 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 6,
2000, 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
August 4, 1999
------------------------
The Company's 1999 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.
11
<PAGE>
REVOCABLE PROXY
COMMON STOCK
SCHERER HEALTHCARE, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE 1999 ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints Gary W. Ruffcorn and Jeanne M. Fernendez, 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 1999 Annual Meeting of Stockholders of the Company, to be held at Suite
5300, 303 Peachtree Street, Atlanta, Georgia, on September 15, 1999, at
10:00a.m., local time, and at any and all adjournments and postponements
thereof, as indicated on the reverse side hereof with respect to all matters set
forth in the Proxy Statement dated August 4, 1999, and all supplements and
amendments thereto, and in their discretion upon all matters incident to the
conduct of such Annual Meeting and all matters presented at the Annual Meeting
but which are not known to the Board of Directors of the Company at the time of
the solicitation of this proxy. The undersigned hereby revokes any proxy or
proxies heretofore given by the undersigned to vote at the Annual Meeting or any
adjournment or postponement thereof.
The undersigned may elect to withdraw this proxy card at any time prior to its
use by giving written notice of such revocation 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. If the undersigned withdraws this proxy in the manner
described above and prior to the Annual Meeting does not submit a duly executed
and later dated proxy card to the Company, the undersigned may vote in person at
the Annual Meeting all shares of Common Stock of the Company owned of record by
the undersigned as of the record date (August 4, 1999).
PLEASE COMPLETE, DATE AND SIGN ON REVERSE SIDE AND MAIL THIS PROXY CARD IN THE
ENCLOSED POSTAGE-PAID ENVELOPE
Please mark, date, and sign this proxy card on the reverse side exactly as
your name(s) appear(s) hereon. 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.
<TABLE>
<S> <C>
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
</TABLE>
<PAGE>
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SCHERER HEALTHCARE, INC.
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<TABLE>
<S> <C> <C> <C>
Mark box at right if an address The Board of Directors recommends a vote
change or comment has been noted / / "FOR" the Proposal listed below.
on the reverse side of this card.
Mark box at right if you plan to / / 1. Elect as directors the four nominees / / FOR ALL NOMINEES
attend the Annual Meeting. listed below to serve until the 2000 Annual listed (except as marked
Meeting of Stockholders and until their to the contrary below).
successors are elected and qualified
(except as marked to the contrary below).
Stephen Lukas, Sr., Kenneth H. Robertson, / / WITHHOLD AUTHORITY
Robert P. Scherer, Jr., and William J. to vote for all nominees
Thompson listed.
INSTRUCTION: To withhold authority to vote
for any individual nominee, strike a line
through the nominee's name in the list above.
</TABLE>
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Signature
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Signature, if shares held jointly
Date:
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