<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
<TABLE>
<S> <C>
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 Rule 14a-11(c) or Rule
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)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/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:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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</TABLE>
<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 18, 2000
NOTICE HEREBY IS GIVEN that the 2000 Annual Meeting of Stockholders of
Scherer Healthcare, Inc. (the "Company") will be held in Meeting Room 109 at the
Cobb Galleria Centre, 2 Galleria Parkway, Atlanta, Georgia 30339, on Monday,
September 18, 2000, 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 2001 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 8, 2000,
are entitled to receive notice of and to vote at the Annual Meeting and any
adjournments thereof.
<TABLE>
<S> <C>
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
</TABLE>
Atlanta, Georgia
August 9, 2000
IMPORTANT
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE MARK, DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE WHICH HAS BEEN PROVIDED.
NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES. IN THE EVENT YOU ARE
ABLE TO ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN
PERSON.
<PAGE>
SCHERER HEALTHCARE, INC.
120 INTERSTATE NORTH PARKWAY, S.E.
SUITE 305
ATLANTA, GEORGIA 30339
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 18, 2000
INFORMATION CONCERNING SOLICITATION AND VOTING
STOCKHOLDERS MEETING
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 2000 Annual Meeting
of Stockholders and at any adjournments thereof (the "Annual Meeting"). The
Annual Meeting will be held in Meeting Room 109 at the Cobb Galleria Centre, 2
Galleria Parkway, Atlanta, Georgia 30339, on Monday, September 18, 2000, 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, 2000.
STOCKHOLDERS ENTITLED TO VOTE
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 8, 2000. On the record date,
approximately 4,321,086 shares of common stock were outstanding and eligible to
be voted at the Annual Meeting.
COUNTING OF VOTES
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.
2
<PAGE>
As of August 8, 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 2,595,168 shares of common stock of the Company eligible to
be voted at the meeting, constituting approximately 60.1% 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, 2000, 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
3
<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>
Robert P. Scherer, Jr....................................... 2,659,968(2) 60.4%
CHAIRMAN OF THE BOARD, PRESIDENT, CHIEF EXECUTIVE OFFICER,
DIRECTOR AND PRINCIPAL STOCKHOLDER
RPS Investments, Inc........................................ 1,244,234.5 28.7
PRINCIPAL STOCKHOLDER
Settlement Voting Trust..................................... 562,738.5(2)(3) 13.0
SunTrust Bank............................................... 340,212(4) 7.8
PRINCIPAL STOCKHOLDER
Bruce L. Newberg and Jon Brooks............................. 325,173.8(5) 7.0
PRINCIPAL STOCKHOLDERS
Stephen Lukas............................................... 1,000 *
DIRECTOR
Kenneth H. Robertson........................................ 3,000 *
DIRECTOR
William J. Thompson......................................... 103,334(6) 2.3
DIRECTOR
Gary W. Ruffcorn............................................ 25,000(7) *
FORMER VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
All current directors and executive officers as a group (4 2,765,302(8) 61.4
persons)
</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 340,212 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 66,800 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.
(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.
4
<PAGE>
(5) The shares shown include 203,747.8 shares of common stock beneficially owned
by Bruce L. Newberg consisting of (i) 200,000 shares beneficially owned by
him as co-trustee, together with his wife, of The Newberg Family Trust u/d/t
December 18, 1990 (the "Trust"'), and (ii) 3,747.8 shares which represent
one-half of the common stock of the Company which may be acquired upon
conversion of shares of the Company's convertible preferred stock held by a
general partnership in which Mr. Newberg has a 50% interest. The shares
shown also include 121,425 shares beneficially owned by Jon Brooks.
Mr. Newberg's address is 1160 Wilshire Boulevard, Los Angeles, California
90025. Mr. Brooks' address is 265 East 66th Street, #25F, New York, New York
10021. The information regarding Messrs. Newberg and Brooks is based solely
on a Schedule 13D filed jointly by Messrs. Newberg and Brooks with the
Securities and Exchange Commission on September 20, 1999, as amended on
July 18, 2000.
(6) Mr. Thompson may acquire the shares shown upon exercise of outstanding stock
options.
(7) Mr. Ruffcorn may acquire the shares shown upon exercise of outstanding stock
options. Mr. Ruffcorn resigned as vice president and chief financial officer
effective March 31, 2000.
(8) The shares shown include 2,147,185 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
INTRODUCTION
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 2000
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 2001 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 2001 ANNUAL
MEETING OF STOCKHOLDERS AND UNTIL THEIR SUCCESSORS HAVE BEEN DULY ELECTED AND
QUALIFIED.
INFORMATION CONCERNING THE NOMINEES FOR DIRECTOR
Set forth below is certain information as of March 31, 2000, 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, 74, 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, 65, has been managing member of Robertson &
Partners LLC, a private investment company, since January
1997. From 1987 to December 1999, he was chief executive
officer of Conference-Call USA, Inc. which derives its
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
</TABLE>
6
<PAGE>
<TABLE>
<S> <C>
Company since 1980 and served as vice president of the
Company in 1980 and as president from July 1981 to
June 1983.
Robert P. Scherer, Jr.......... Mr. Scherer, 67, has been chairman of the Board of Directors
and 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, 66, 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>
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
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, 2000, the Board of Directors met
seven times and the Compensation Committee met one time. The Audit Committee did
not meet. Each of the current directors of the Company attended at least 75% of
the meetings of the Board of Directors and committees on which he served. During
intervals between meetings, the directors engage in informal
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<PAGE>
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 2000, the Board of Directors took
action by unanimous consent without a meeting two times and the Compensation
Committee took action by unanimous consent without a meeting one time.
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, 2000, 1999, and 1998 to the
Company's chief executive officer and to each other person who served as an
executive officer during fiscal 2000 and whose compensation for fiscal 2000
exceeded $100,000 (the "named executive officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION ------------
---------------------------------- SECURITIES
OTHER ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS (#)
--------------------------- -------- -------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Robert P. Scherer, Jr. (1)................ 2000 $151,148 $ -- $ -- --
CHAIRMAN OF THE BOARD, PRESIDENT, 1999 -- -- -- --
CHIEF EXECUTIVE OFFICER, AND A DIRECTOR 1998 -- -- -- 50,000
Gary W. Ruffcorn (2)...................... 2000 $103,679 $25,000 $ -- --
FORMER VICE PRESIDENT AND 1999 93,600 -- -- --
CHIEF FINANCIAL OFFICER 1998 85,307 43,000(3) -- 25,000
</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 fiscal 1998 or 1999.
(2) Mr. Ruffcorn resigned as vice president and chief financial officer
effective March 31, 2000.
(3) The amount shown includes $25,000 paid to Mr. Ruffcorn in connection with
his service to the Company related to the sale of Marquest Medical
Products, Inc., a majority owned subsidiary of the Company, in July 1997.
The Company's executive officers also participate in the Company's Incentive
Stock Option Plans. See "Stock Option Plans" below.
STOCK OPTION PLANS
GENERAL. The Company maintains the Scherer Healthcare, Inc. 1994 Stock
Incentive Plan (the "1994 Stock Option Plan") to attract and retain key
executive personnel, directors and advisors, and to encourage their continued
employment with and service to the Company. The Company previously maintained
the Scherer Healthcare, Inc. 1987 Stock Option Plan, the 1987 Long-Term
Incentive Plan and the 1988 Stock Option Plan. The 1994 Stock Option Plan is the
only plan with options available for future grant.
8
<PAGE>
OPTION GRANTS. The Company did not grant any options to the named executive
officers during the fiscal year ended March 31, 2000.
OPTION EXERCISES. The following table sets forth the number of shares of
common stock acquired upon the exercise of options by the named executive
officers during the fiscal year ended March 31, 2000, including the aggregate
value of gains on the date of exercise. The table also sets forth (i) the number
of shares covered by unexercised options (both exercisable and unexercisable) as
of March 31, 2000, and (ii) the respective value of "in-the-money" options,
which represents the positive spread between the exercise price of existing
options and the fair market value of the Company's common stock at March 31,
2000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED AT FISCAL YEAR-END (#) AT FISCAL YEAR END ($)
ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert P. Scherer, Jr............ -- -- 66,800 -- $96,750 $--
Gary W. Ruffcorn................. -- -- 25,000 -- $48,375 --
</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 1998 and 1999. 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
2000:
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
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<PAGE>
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. 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 2000.
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 OF THE CHIEF EXECUTIVE OFFICER
Robert P. Scherer, Jr. serves as the chairman of the Board of Directors,
president and chief executive officer of the Company. Prior to April 1999, the
Company did not pay any salary or bonus to Mr. Scherer. Beginning in
April 1999, the Company began paying Mr. Scherer a salary of $150,000 per year.
The Compensation Committee annually reviews the performance and compensation of
the chief executive officer based on the assessment of his past performance and
its expectation of his future contributions to the Company's performance. The
Compensation Committee believes the compensation paid to Mr. Scherer in fiscal
2000 was reasonable.
Compensation Committee
Stephen Lukas, Sr.
Kenneth H. Robertson
10
<PAGE>
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, 1995.
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, 1995. The stockholder return reflected below for the five
year historical period may not be indicative of future performance.
COMPARISON RETURN PERFORMANCE GRAPH
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
1995 1996 1997 1998 1999 2000
<S> <C> <C> <C> <C> <C> <C>
Scherer Healthcare, Inc. $100 $98 $48 $75 $70 $73
Nasdaq Stock Market (US) $100 $136 $151 $229 $309 $574
Nasdaq Health Services $100 $124 $108 $130 $90 $84
</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, 2000, 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 THE 2001 ANNUAL MEETING
Proposals of stockholders, including nominations for the Board of Directors,
intended to be represented at the 2001 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 11, 2001, to be eligible for inclusion in the Company's proxy statement
and form of
11
<PAGE>
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 11, 2000
<TABLE>
<S> <C>
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
</TABLE>
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<PAGE>
The Company's 2000 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.
REVOCABLE PROXY
COMMON STOCK
SCHERER HEALTHCARE, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE 2000 ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints Don Zima and Christi Borqpuist, 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 2000 Annual
Meeting of Stockholders of the Company, to be held in Meeting Room 109 at the
Cobb Galleria Centre, 2 Galleria Parkway, Atlanta, Georgia, on September 18,
2000, 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 9, 2000, 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 8, 2000).
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.
<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 2001 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 above.
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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