<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
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
CARDIAC CONTROL SYSTEMS, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No Filing Fee Required.
[_] 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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[CARDIAC CONTROL SYSTEMS, INC. LETTERHEAD APPEARS HERE]
September 30, 1997
Dear Shareholder:
The Board of Directors cordially invites you to attend, on November 12,
1997, at 1:00 p.m. local time, Cardiac Control Systems, Inc.'s Annual Meeting of
Shareholders, to be held at the Hyatt Hotel at the Orlando International
Airport, Orlando, Florida, for the following purposes:
1. To elect the Board of Directors;
2. To ratify the appointment of independent accountants; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
To assure a quorum and that your shares will be voted at the meeting in
accordance with your instructions, please sign and return the enclosed proxy
card at your earliest convenience. If you sign and return your proxy card
without specifying your choices, it will be understood that you wish to have
your shares voted in accordance with the directors' recommendations. Mailing
your proxy card will not limit your right to vote in person at the meeting.
If you plan to be present at the meeting, please so indicate on the proxy
card so that we can mail an admission card to you. Please note that attendance
at the meeting will be limited to shareholders as of the record date (or
authorized representative) having an admission card or evidence of their share
ownership, and guests of the Company.
Respectfully yours,
CARDIAC CONTROL SYSTEMS, INC.
/s/ Robert T. Rylee
- ----------------------------
Robert T. Rylee
Secretary
Enclosures
<PAGE>
CARDIAC CONTROL SYSTEMS, INC.
3 Commerce Blvd., Palm Coast, Florida 32164
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
Wednesday, November 12, 1997
To: Holders of shares of common stock, par value $0.10 per share ("Common
Stock"), of Cardiac Control Systems, Inc.:
NOTICE IS HEREBY GIVEN that pursuant to a call of its directors, the annual
meeting (the "Meeting") of the shareholders of Cardiac Control Systems, Inc., a
Delaware Corporation (the "Company"), will be held on November 12, 1997 at 1:00
p.m. local time in the Hyatt Hotel at the Orlando International Airport in
Orlando, Florida for the following purposes:
1. To elect the directors for the Company to serve until the next annual
meeting of the shareholders and until their successors are elected and qualify;
2. To ratify the appointment of BDO Seidman, LLP as independent accountants to
audit the Company=s books and records for the fiscal year ending March 31, 1998;
and
3. To transact any other business as may properly come before the Meeting and
adjournment thereof.
THE COMPANY'S PROXY STATEMENT, PROXY AND ANNUAL REPORT FOR THE YEAR ENDED
MARCH 31, 1997 MUST ACCOMPANY THIS NOTICE.
The accompanying Proxy Statement summarizes information concerning the
proposed business to be acted upon at the meeting.
Only holders of record of shares of Common Stock of the Company at the
close of business on September 26, 1997 are entitled to notice of and to vote at
the Meeting and any adjournments thereof.
Shareholders are urged to attend the Meeting; but, whether you plan to
attend or not, PLEASE DATE, MARK, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY to
the Company in the enclosed pre-addressed envelope.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE HOLDERS OF COMMON
STOCK OF THE COMPANY ELECT EACH NOMINEE FOR DIRECTOR AND RATIFY THE APPOINTMENT
OF INDEPENDENT ACCOUNTANTS FOR THE COMPANY; BOTH TO BE PRESENTED AT THE MEETING.
By Order of The Board of Directors
/s/ Robert T. Rylee
- -------------------
Robert T. Rylee
Secretary
Palm Coast, Florida
September 30, 1997
<PAGE>
CARDIAC CONTROL SYSTEMS, INC.
3 Commerce Boulevard
Palm Coast, Florida 32164
PROXY STATEMENT
ANNUAL MEETING
November 12, 1997
THE PROXY AND SOLICITATION
The accompanying Proxy is solicited by the Board of Directors of Cardiac
Control Systems, Inc. (The "Company") for use at the Annual Meeting of the
holders of the Company's Common Stock, par value $0.10 per share ("Common
Stock"), to be held on November 12, 1997 at 1:00 p.m. local time at the Hyatt
Hotel at the Orlando International Airport in Orlando, Florida, and any
adjournment thereof. When such proxy card is properly executed and returned,
the shares it represents will be voted at the Annual Meeting in accordance with
any directions noted thereon, or, if no direction is indicated, it will be voted
by the persons named in the accompanying proxy card as recommended by the Board
of Directors. Any proxy given pursuant to this solicitation may be revoked by
the shareholder at any time prior to the voting thereof by attending and voting
in person at the meeting, or by giving notice of revocation in writing to the
Secretary of the Company at any time prior to its use, or by delivery to the
Secretary of the Company of a duly executed proxy bearing a later date.
A Notice of Annual Meeting of Shareholders and a proxy card accompany this
Proxy Statement. The approximate date of the first distribution of this Proxy
Statement and the accompanying proxy card and Notice of Annual Meeting to
shareholders is September 30, 1997.
A copy of the Company's Annual Report for the year ended March 31, 1997 has
been mailed to each shareholder of record. Copies of the Company's annual
report on Form 10-KSB (exclusive of certain exhibits) may be obtained, without
charge, by writing to the Secretary of the Company at 3 Commerce Boulevard, Palm
Coast, Florida 32164.
The Company will bear the costs of solicitation of proxies. Proxies will
be solicited principally through the use of the mails, but directors, officers
and regular employees of the Company may, without additional compensation use
their personal efforts by telephone or otherwise to obtain proxies.
All properly executed, unrevoked proxies received in time for the meeting
will be voted as specified. If no other indication is made, the proxies will be
voted for the election of directors shown as nominees and as recommended by the
Board of Directors with regard to all other matters.
PURPOSES OF ANNUAL MEETING
The Annual Meeting has been called for the purposes of electing the Board
of Directors, ratifying the appointment of the Company's independent accountants
and transacting such other business as may properly come before the meeting.
The two persons named in the accompanying proxy card have been selected by
the Board of Directors and will vote shares represented by valid proxies.
The Board of Directors recommends that the full Board for the ensuing year
shall consist of at least seven directors, recommends the election of the
nominees listed on pages 2-4 as Directors to hold office until the next annual
meeting of shareholders and the election and qualification of their successors,
recommends the ratification of the Company's independent accountants.
1
<PAGE>
All of the nominees, presently members of the Board of Directors, were
elected by the shareholders at the last annual meeting of the Company's
shareholders. The Board of Directors has no reason to believe that any of the
nominees will be unable to serve as a Director. If, at the time of the Annual
Meeting any of such nominees should be unable or decline to serve, the
discretionary authority provided in the proxy will be exercised to vote for such
other person or persons as the Board of Directors may recommend.
The Company has no knowledge of any other matters to be presented at the
Annual Meeting. In the event other matters do properly come before the meeting,
the persons named in the proxy will vote in accordance with their judgment on
such matters.
VOTING SECURITIES
The Board of Directors has fixed the close of business on September 26,
1997 as the record date for determining shareholders entitled to notice of the
Annual Meeting and to vote. As of the record date, the Company had outstanding
and entitled to vote at the Annual Meeting 2,648,739 shares of Common Stock.
Each share of Common Stock entitles the holder thereof to one vote on each
matter presented for action at the Annual Meeting.
The presence at the Annual Meeting, in person, or by proxy, of a majority
of the outstanding shares of Common Stock will constitute a quorum. Directors
will be elected by a plurality of the votes cast by the shares of Common Stock
represented in person or by proxy at the Annual Meeting. The affirmative vote
of a majority of the shares of Common Stock present and voting at the Annual
Meeting is required to ratify the appointment of BDO Seidman, LLP as the
Company's independent accountants. If less than a majority of outstanding
shares entitled to vote are represented at the Annual Meeting, a majority of the
shares so represented may adjourn the Annual Meeting to another date, time or
place, and notice need not be given of the new date, time or place if the new
date, time or place is announced at the meeting before an adjournment is taken.
Prior to the Annual Meeting, the Company will select one or more
independent inspectors of election for the meeting. Such inspector(s) shall
determine the number of shares of Common Stock represented at the meeting, the
existence of a quorum and the validity and effect of proxies, and shall receive,
count and tabulate ballots and votes and determine the results thereof.
Pursuant to Delaware law, abstentions and broker non-votes are counted as
present for purposes of determining the presence of a quorum. However,
abstentions are treated as present and entitled to vote and thus have the effect
of a vote against the matter. A broker non-vote on a matter is considered not
entitled to vote on the matter and thus is not counted in determining whether a
matter requiring approval of a majority of shares present and entitled to vote
has been approved or whether a plurality of the shares present and entitled to
vote has been voted.
A list of shareholders entitled to vote at the Annual Meeting will be
available at the Company's offices, 3 Commerce Boulevard, Palm Coast, Florida
32164, for a period of ten days prior to the Annual Meeting itself for
examination by the shareholders.
ELECTION OF DIRECTORS
For each nominee and director, the following sets forth his or her name and
age, as of August 31, 1997, as well as information respecting any positions he
or she has held with the Company, and his or her principal occupation or
employment currently and for at least the past five years. In addition, the
following sets forth the year each nominee and director was first elected or
appointed as a Director. There are no family relationships among the nominee(s)
and/or director(s). There are no arrangements or understandings between any
nominee(s) and/or director(s) and any other person(s) pursuant to which he or
she was or is to be selected as a director or nominee.
2
<PAGE>
William H. Burns Jr., age 47 has been a member of the Board of Directors
since September 1995. Mr. Burns is a health care entrepreneur and is a
director and president of five health care businesses. (Biosight Inc., BioVector
Inc., Minrad Inc., Medical Infusion Inc., and Fertility Acoustics Inc.) From
July 1988 through March 1994 he was Founder, President and CEO of Matrx Medical
Inc., a medical product design and distribution company. His efforts in
building Matrx Medical, Inc. earned him an award as Entrepreneur of the Year in
New York State in 1993. From 1975 through 1988, Mr. Burns held various
positions with the BOC group, including Vice President and General Manager of
Ohmeda, DVE Care Products. Mr. Burns is also a director of American
Consolidated Laboratories, an eye care technology company.
Bart C. Gutekunst, age 46, has been a member of the Board of Directors
since July 1994 and became Chairman of the Board in October 1994. Mr. Gutekunst
focuses on growing businesses with a view toward enhancing value through
strategic, managerial and financial advisory involvement, with a particular
emphasis on the medical sector. In July 1995 he became Chairman and CEO of
NovaVison, Inc., an eye care technology company. In May 1997, NovaVision Inc.
was merged with American Consolidated Laboratories, Inc., a special vision
products company, and Mr. Gutekunst became Chairman of the Board. From
September 1992 to September 1994, he was Vice Chairman and Chief Financial
Officer of R-2 Medical Systems, Inc., a cardiac care device company, with
responsibility for strategic and corporate development as well as overseeing the
financial functions of the company. From February 1994 to March 1996, Mr.
Gutekunst served as Chairman of the Board of Directors of United Education and
Software, Inc., a multi-state operator of nursing and vocational schools
operating under Chapter 11 of the United States Bankruptcy Code where he oversaw
the voluntary liquidation of the company's assets. From 1988 to 1990, he was a
senior member of an investment firm, Entrecanales, Inc., funded by a major
European family, making equity investments and leveraged buyouts. From 1981 to
1987, he was Executive Vice President and a member of the Board of Directors, as
well as the Management and Investment Committees of Laidlaw, Adams & Peck Inc.,
where he supervised the investment banking department and completed over 50
public and private transactions. From 1976 to 1981, he was a member of Chemical
Bank's Merchant Banking Group. Mr. Gutekunst has been a member of the Board of
Directors or advisor to the Board for many companies.
Larry Haimovitch, age 50, has been a member of the Board of Directors since
November 1994. He is President of Haimovitch Medical Technology Consultants, a
San Francisco, California based healthcare consulting firm which specializes in
the medical device and technology industry with a particular emphasis on
cardiology related areas and whose clients have included a major hospital chain,
numerous medical device companies, venture capital firms, investment groups, and
investment bankers. Prior to forming his firm in 1991, Mr. Haimovitch spent
over 20 years as a healthcare industry analyst for a number of leading research
firms and financial institutions such as Furman Selz, Sutro & Co., and Wells
Fargo Investment Advisors. He also serves as a director to Electro-
Pharmacology, Inc. and ORBTEC, Inc.
Augusto Ocana, age 54, has been a member of the Board of Directors since
April, 1996. He has over 20 years experience in international health care
business, including turn arounds, corporate licensing, strategic alliances and
management. Dr. Ocana joined Grupo Taper International in 1994 as Executive
Vice President. Previously Dr. Ocana was President and Chairman of the Board of
Rempak International Corporation. He joined that firm in 1990. Prior to that,
Dr. Ocana was at Abbott Laboratories. He joined that firm in 1975 and held
various management positions including Marketing Director, Business Development,
Director Pharmaceutical Worldwide and Managing Director of the Latin American
and European Subsidiaries. Dr. Ocana has also been trained as a physician and
has a Doctorate in International Law and Diplomacy. He serves as a permanent
member of the council of the "Centro de Estudios Internacionales".
Alan J. Rabin, age 47, joined the Company in October 1994 and has been a
member of the Board and the Company's President and Chief Executive Officer
since that date. Until September 1994, Mr. Rabin was President and Chief
Executive Officer of R-2 Medical Systems, Inc, a manufacturer of cardiac care
devices, including disposables used in cardiac pacing. R-2 Medical Systems, Inc.
was sold to Cardiotronics, Inc. in 1994. From 1987 to 1992, Mr. Rabin was Vice
President of Marketing and Sales for Stereo Optical Company, a manufacturer and
distributor of disposable and ophthalmic diagnostic devices. From 1985 to 1986,
3
<PAGE>
he was Director of Marketing and Sales at Tycos Life Services, Inc., a
manufacturer of cardiovascular diagnostic and monitoring devices which company
experienced a turnaround and subsequently was sold. From 1980 to 1985, Mr.
Rabin held various marketing, new business development, and product management
positions with surgical and cardiovascular equipment divisions of C.R. Bard.
Prior to assuming those positions, Mr. Rabin was employed in marketing and sales
in the critical care and anesthesia market. He also currently serves as a
director of American Consolidated Laboratories.
Robert T. Rylee, age 66, was appointed to the Board of Directors in
November 1988. He practiced law from 1958 to 1969 and was a partner in the firm
of Wood, Boykin, Rylee, and Walter from 1965 to 1969. In 1969, Mr. Rylee became
the President and CEO of Wright Manufacturing Company, a manufacturer of
orthopedic implants and instruments, a position he held until 1981 when he
became a Dow Corning U.S. Area Vice President and the General Manager of Health
Care Business. On May 31, 1993, he retired as Vice President and Chairman of
Health Care Business, a position he had held since 1986. He is currently the
Chief Executive Officer and a director of Clarus Medical Systems, which position
he has held since September 1993. Mr. Rylee is also a director of Minrad, Ind.,
a platform technology in interventional radiology.
Tracey E. Young, age 42, was appointed to the Board of Directors in
September 1995. She is Founder and President of Elliot Young and Associates,
Inc., a proprietary health care consulting concern, formed in 1987 to assist
companies and investors in identifying, evaluating, capturing and managing
strategic growth and financing opportunities in high technology health care
markets. Ms. Young has also held key consulting positions with The Wilkerson
Group, both as the founding Associate Director of their Cardiovascular Market
Intelligence Service, and as an independent consultant to the firm. She also
spent seven years in the pacemaker industry, including holding clinical, senior
marketing management and strategic planning positions with Telectronics Pacing
Systems and Intermedics, Inc..
The Company formed audit and compensation committees to the Board of
Directors in November, 1994. The audit committee consists of Larry Haimovitch as
Chairman, Bart C. Gutekunst and William H. Burns, Jr. The compensation
committee consists of Robert T. Rylee as Chairman, Bart C. Gutekunst and Tracey
E. Young. There were three committee meetings of the compensation committee and
two meetings of the audit committee during the fiscal year ended March 31, 1997.
The Company does not have a nomination committee.
None of the Directors or Executive Officers of the Company is a director
in any company, other than the Company, with a class of equity securities
registered pursuant to Section 12 of the Securities and Exchange Act of 1934, as
amended, or subject to the requirements of Section 15(d) of such Act or any
company registered as an investment company under the Investment Company Act of
1940, as amended except for Bart C. Gutekunst who is Chairman of the Board of
United Education Software, Inc., and Larry Haimovitch who is a director of
Electro-Pharmacology, Inc.
The Board of Directors held a total of ten meetings during fiscal year
1997. All Directors attended at least 90% of the total number of meetings of
the Board. The Company compensates Directors for services to the Company in
their capacity as Directors. See "COMPENSATION OF DIRECTORS AND EXECUTIVE
OFFICERS - Executive Remuneration." The Company also reimburses certain
Directors for their out-of-pocket expenses for attending meetings.
The affirmative vote of a majority of the votes cast at the Annual Meeting,
if a quorum is present, will be sufficient to elect a Director.
THE BOARD RECOMMENDS THAT THE NOMINEES FOR ELECTION BE APPROVED. PROXIES
SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY
TO THE CONTRARY IN THEIR PROXIES.
4
<PAGE>
EXECUTIVE OFFICERS OF THE COMPANY
The following sets forth the names and ages of the Executive Officers of
the Company as of August 31, 1997, in addition to information respecting their
positions and offices with the Company, their periods of service in such
capacities, and their business experience for at least the past five years.
There are no family relationships among the Executive Officers of the Company.
There are no arrangements or understandings between any nominee(s) and/or
director(s) and any other person(s) pursuant to which he or she was or is to be
selected as a director or nominee.
Alan J. Rabin, age 47, joined the Company in October 1994, in connection
with the Debenture financing. See "CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS." At that time, he was appointed to the Board and appointed the
Company's President and Chief Executive Officer. Until September 1994, Mr.
Rabin was President and Chief Executive Officer of R-2 Medical Systems, Inc, a
manufacturer of cardiac care devices, including disposables used in cardiac
pacing. R-2 Medical Systems, Inc. was sold to Cardiotronics, Inc. in 1994. From
1987 to 1992, Mr. Rabin was Vice President of Marketing and Sales for Stereo
Optical Company, a manufacturer and distributor of disposable and ophthalmic
diagnostic devices. From 1985 to 1986, he was Director of Marketing and Sales at
Tycos Life Services, Inc., a manufacturer of cardiovascular diagnostic and
monitoring devices. From 1980 to 1985, Mr. Rabin held various marketing, new
business development, and product management positions with surgical and
cardiovascular equipment divisions of C.R. Bard. Prior to assuming those
positions, Mr. Rabin was employed in marketing and sales in the critical care
and anesthesia market.
W. Alan Walton, age 63, joined the Company as Executive Vice President and
Chief Operating Officer in March, 1996. Mr. Walton is a Fellow of the Institute
of Chartered Accountants in England and Wales, and, from March, 1995 through
February, 1996, was engaged as a financial and operations consultant with
Biosight Inc., of Orchard Park, NY, a firm specializing in helping health care
businesses enhance their performance. Prior to his experience with Biosight, he
spent nineteen years in senior Financial and Systems Management positions with
Dunlop Holdings plc in the United Kingdom and the USA including a position as
General Manager, Group Information Systems, with responsibility for Dunlop's
global computing and communications.
Jonathan S. Lee, age 45, joined the Company in May, 1996 as Vice President
of Research and Development. Mr. Lee is a biomedical engineer and has 18 years
experience in Research & Development, Regulatory Affairs and Marketing with
Telectronics, a leading pacemaker manufacturer. While at Telectronics from
March, 1978 to May 1996, he established and managed Telectronics' world wide
service facilities, and established Telectronics' research and development
presence in Denver, Colorado. He has been a member of the North American
Society of Pacing and Electrophysiology since 1984.
Terry McMahon, age 47, joined the Company in November 1994 as its Vice
President of Regulatory Affairs and Quality Assurance. He has 11 years of
experience in managing regulatory affairs and clinical research in the
healthcare and energy industries. Prior to joining the Company, Mr. McMahon was
with Xomed-Treace, Inc. from 1990 to December 1994, as Manager of Regulatory and
Clinical Affairs. Previously, he had served in a variety of managerial
positions in regulatory and technical affairs for companies involved in medical
device implants.
William A. Wharton, age 50, was appointed Vice President of Operations in
February 1994. Prior to that appointment, he had served the Company as Vice
President of Quality Assurance since 1985. Mr. Wharton joined the Company in
1982 as Director of Quality Assurance. Before joining the Company, he was
employed as a Quality Assurance Supervisor for at least five years by Medtronic,
Inc., a major competitor in the cardiac pacing industry. Mr. Wharton received
electronics training at Northwestern Electronics Institute in 1967 and at Bell &
Howell Electronic Systems, in 1977.
Kirk D. Kamsler, age 46, joined the Company in April 1996 as Director of
Marketing and Sales. In April 1997 he was promoted to Vice President Sales. He
has over 20 years of sales, sales management and marketing management experience
in the medical device industry, including Davis & Geck, Matrx Medical and
5
<PAGE>
Marquette Medical Systems. He was with Marquette from November 20, 1989 until
joining the Company in April 1996. At Marquette, he was a sales representative
until May 1, 1992, when he was promoted to Group Product Manager, responsible
for the worldwide marketing of external cardiac defibrillators.
Each director and executive officer, and each person owning beneficially
more than 10% of a registered class of the Company's equity securities, is
required to report to the Securities and Exchange Commission, by a specified
date, his or her transactions related to the Company's Common Stock and to
provide a copy of any such report to the Company. A late report was filed for
each of Messrs. Gutekunst and Rabin, officers and directors, Messrs. Burns,
Haimovitch and Rylee, directors, and Messrs. Lee, Kamsler and McMahon, officers,
with respect to one stock option grant to each of them, late reports were filed
for Ms. Young, director, with respect to two stock option grants, a late report
was filed for Mr. Rylee, director, with respect to the expiration of a stock
option grant and a late report was filed for Mr. Lee, officer, with respect to a
purchase of shares of common stock. A late report was filed for Dr. Ocana,
director, with respect to his appointment to the Board of Directors in April
1996.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of September 12, 1997, seven (7) stockholders were known by the Company
to beneficially own five percent (5%) or more of the outstanding voting
securities of the Company. The following table sets forth the indicated
information as of September 12, 1997 with respect to each person known by the
Company to own beneficially more than five percent (5%) (calculated in
accordance with the guidelines promulgated by the Securities and Exchange
Commission) of the 2,648,739 issued and outstanding shares of common stock of
the Company on that date.
In accordance with Rule 13d-3, promulgated under the Exchange Act, shares
that are not outstanding but that are issuable upon exercise of outstanding
options, warrants, rights or conversion privileges have been deemed to be
outstanding for the purpose of computing the percentage of outstanding shares
owned by the person owning such right, but have not been deemed outstanding for
the purpose of computing the percentage for any other person.
6
<PAGE>
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Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Ownership (1) of Class (2)
- -------------------------------------------------------------------------------
Philip R. Beutel 277,351 10.38%
3 Chase Lane
Colorado Springs, CO 80906
Special Situations Fund III, L.P. 327,770 12.25%
153 East 53rd St. Rm 5101
New York, New York 10022
Penfield Partners 159,856 6.00%
c/o William D. Witter, Inc.
150 E. 53rd Street
New York, NY 10022
Bradley Resources Company 198,709 7.45%
107 John Street
Southport, CT 06490
ROI Partners 143,399 5.39%
353 Sacramento Street
San Francisco, CA 94111
Dow Corning Enterprises, Inc. 235,714 (3) 8.27%
2200 West Salzburg Road
Auburn, MI 48611
Sirrom Capital 300,000 (4) 10.35%
511 Union Street
Suite 2310
Nashville, TN 37219
- ------------------------------------------------------------------------------
(1) Except as otherwise indicated, each person is the record owner of the shares
indicated and possesses the sole voting and investment power with respect to
such shares of common stock.
(2) Computations of percentage ownership of each individual treat warrants and
options to purchase common stock exercisable within the next sixty days as
though the shares subject thereto were issued and outstanding.
(3) This amount represents (a) 200,000 shares of common stock issuable upon
exercise of warrants issued pursuant to the retirement of the Company's
mortgage with Dow Corning Enterprises, Inc. and (b) 35,714 shares of common
stock of which Dow Corning Enterprises, Inc. is the record owner.
(4) This amount represents (a) 150,000 shares of common stock issuable upon
exercise of warrants issued pursuant to the mortgage loan of $1,500,000 made
by Sirrom, (b) 50,000 shares of common stock issuable upon exercise of
warrants pursuant to Sirrom for its consent to the Sulzer Intermedic's loan
of $1,000,000, (c) 50,000 shares of common stock issuable upon exercise of
warrants issued to Sirrom as consideration of its waiver of its first
security interest in the assets of the Company pursuant to a Loan Agreement
with Coast Business Credit and (d) 50,000 shares of common stock of which
Sirrom Capital Corporation is the record owner.
7
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS & OFFICERS
The following table sets forth the number of shares of common stock
beneficially owned by each Director of the Company as of September 12, 1997,
and the percentage of the outstanding shares such ownership represented at the
close of business on September 12, 1997 (according to information received by
the Company), together with information as to stock ownership of all Directors
and Executive Officers of the Company as a group as of September 12, 1997.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Name of Individual or Amount and Nature of Percent
Number of Persons in Group Beneficial Ownership(1)(3)(4)(5) of Class (2)
- -------------------------------------------------------------------------------------------
<S> <C> <C>
William H. Burns........................ 24,274 0.91%
Bart C. Gutekunst....................... 64,671 2.39%
Larry G. Haimovitch..................... 33,841 1.27%
Augusto Ocana........................... 11,174 0.42%
Alan J. Rabin........................... 85,013 3.12%
Robert T. Rylee......................... 43,699 1.63%
Tracey E. Young......................... 23,491 0.88%
All Directors and Executive Officers
as a group (12 persons)............... 365,620 12.46%
- -------------------------------------------------------------------------------------------
</TABLE>
(1) Except as otherwise indicated, each person is the record owner of the shares
indicated and possesses the sole voting and investment power with respect to
such shares of common stock.
(2) Computations of percentage ownership of each individual and of the group
treat options to purchase common stock exercisable within the next 60 days
as though the shares subject thereto were issued and outstanding.
(3) Includes options exercisable within the next 60 days to purchase shares of
common stock granted pursuant to the Company's Combined Option Plan as
follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
Name of Individual or Number
aumber of Persons in Group of Shares
- ------------------------------------------------------------------------------
<S> <C>
William H. Burns....................................... 13,000
Bart C. Gutekunst...................................... 54,429
Larry G. Haimovitch.................................... 15,000
Augusto Ocana.......................................... 7,000
Alan J. Rabin.......................................... 72,571
Robert T. Rylee........................................ 36,429
Tracey E. Young........................................ 18,000
All Directors and Executive Officers
as a group (12 persons).............................. 283,547
- ------------------------------------------------------------------------------
</TABLE>
(4) Includes shares which may be acquired within the next 60 days in the
following amounts by exercise of redeemable warrants issued in consideration
of the conversion of 5% Convertible Debentures to common stock: Bart C.
Gutekunst - 866; Alan J. Rabin - 866; and all Directors and Executive
Officers as a group (12 persons) - 1,732.
8
<PAGE>
(5) Includes shares which may be acquired within the next 60 days in the
following amounts by exercise of redeemable warrants issued in consideration
of interest on secured loans: Bart C. Gutekunst - 2,906; Alan J. Rabin -
559; all Directors and Executive Officers as a group (12 persons) - 3,465.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
EXECUTIVE REMUNERATION. The following table sets forth information about
the compensation paid or accrued by the Company during the fiscal years ended
March 31, 1997, 1996, and 1995 to the Company's Chief Executive Officers and any
other Executive Officer whose aggregate compensation exceeded $100,000 in fiscal
1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
Fiscal Year Securities
Name and Principal Ended Other Annual Underlying All Other
Position March 31, Salary Compensation Options Compensation
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Alan J. Rabin 1997 $146,000 - 12,000(1) $ 521(2)
(President, CEO, 1996 $110,000 $10,000(3) 20,000(4) $26,349(5)
Director) 1995 $ 55,000 $ 1,250(6) 28,571(7) $64,451(8)
- ---------------------------------------------------------------------------------------------------------------------------
Bart C. Gutekunst 1997 $ 48,000 - 10,000(1) $11,321(9)
(Chairman of the 1996 $ 48,000 - 15,000(4) $ 8,700(10)
Board) 1995 $ 24,000 $ 1,250(11) 21,429(7) $95,050(12)
- ---------------------------------------------------------------------------------------------------------------------------
Kirk D. Kamsler 1997 $ 81,104 - 10,000(13) $45,000(14)
(Vice President 1996 - - - -
Sales) 1995 - - - -
- ---------------------------------------------------------------------------------------------------------------------------
W. Alan Walton 1997 $ 77,549 - - $22,655(14)
(Executive Vice President 1996 - - - -
Operations) 1995 - - - -
- ---------------------------------------------------------------------------------------------------------------------------
Jonathan S. Lee 1997 $ 80,596 - 10,000(15) $33,460(14)
(Vice President 1996 - - - -
Engineering) 1995 - - - -
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) On August 22, 1996, the Board of Directors awarded these options to purchase
shares of common stock in the Company at $3.50 per share, exercisable on
March 31, 1997.
(2) This represents interest received prior to conversion of debentures to
stock.
(3) In addition to his salary, Mr. Rabin is entitled to a performance bonus.
This represents the performance bonus paid in respect of Mr. Rabin's
services during the year ended March 31. 1996.
(4) On May 5, 1995, the Board of Directors awarded these options to purchase
shares of common stock of the Company, exercisable at $3.63 per share.
(5) This represents reimbursement of relocation expenses, $21,549, paid to
Mr. Rabin pursuant to his employment agreement and consulting fees in
connection with debenture financing, $4,800.
9
<PAGE>
(6) This represents a monthly fee of $625 paid to Mr. Rabin in October and
November 1994 for his services to the Company as a Director.
(7) Upon execution of their employment agreements with the Company, Mr. Rabin
was granted stock options for 28,571 shares of the Company's common stock
and Mr. Gutekunst was granted stock options for 21,429 shares of the
Company's common stock, exercisable at $3.50 per share.
(8) This includes $12,751 for reimbursement of relocation expenses paid to Mr.
Rabin pursuant to his employment agreement. It also includes $51,700 for
consulting services rendered the Company in connection with the
development of its new business plan and its financing efforts prior to
his employment with the Company.
(9) This includes $7,500 in connection with his facilitating the Grupo Taper
Distributor and Sirrom Mortgage Agreements. It also includes $3,292 of
interest paid on a $100K secured promissory note, and $521 of interest
paid on debentures held prior to the conversion of the debentures to
stock.
(10) This represents consulting fees in connection with Debenture financing.
(11) This represents a monthly fee of $625 paid to Mr. Gutekunst in August and
September 1994 for his services to the Company as a Director prior to his
employment as Chairman.
(12) This includes $79,050 for consulting services rendered the Company in
connection with the development of its new business plan and its financing
efforts prior to his employment with the Company. It also includes $16,000
in connection with his facilitating the refinancing of the mortgage on the
Company's property.
(13) Upon execution of his employment agreement with the Company, Mr. Kamsler
was granted options to purchase 10,000 shares of common stock of the
Company at $3.50 per share, exercisable one third on April 21, 1997, one
third on April 21, 1998 and one third on April 21, 1999.
(14) This represents reimbursement of relocation expenses paid pursuant to
their employment agreements.
(15) Upon execution of his employment agreement with the Company, Mr. Lee was
granted options to purchase 10,000 shares of common stock of the Company
at $3.50 per share, exercisable one third on May 5, 1997, one third on May
5, 1998 and one third on May 5, 1999.
The following table sets forth information concerning options granted
during the fiscal year ended March 31, 1997 to those persons named in the
preceding Summary Compensation Table.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
Number of % of Total
Securities Options Granted
Underlying to Employees in Exercise Price Expiration
Name Options Granted Fiscal Year ($/share) Date
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Alan J. Rabin 12,000(1) 14% $3.50 8/22/2001
Bart C. Gutekunst 10,000(1) 12% $3.50 8/22/2001
Kirk D. Kamsler 10,000(2) 12% $3.50 4/21/2001
Jonathan S. Lee 10,000(3) 12% $3.50 5/05/2001
- --------------------------------------------------------------------------------------
</TABLE>
(1) These options are subject to immediate exercise.
10
<PAGE>
(2) These options are exercisable 1/3 on April 21, 1997, 1/3 on April 21, 1998
and 1/3 on April 21, 1999.
(3) These options are exercisable 1/3 on May 5, 1997, 1/3 on May 5, 1998 and 1/3
on May 5, 1999.
The following table set forth information concerning the value of
unexercised stock options at March 31, 1997 for those persons named in the
Summary Compensation Table.
AGGREGATED OPTIONS IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-The-Money Options at
Acquired Value Options at Fiscal Year End Fiscal Year End
Name on Exercise Realized Exercisable/Unexercisable(1) Exercisable/Unexercisable
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Alan J. Rabin - - 49,143/11,429 $0/$0
Bart C. Gutekunst - - 37,858/8,572 $0/$0
W. Alan Walton - - 7,500/7,500 $0/$0
Kirk D. Kamsler - - 0/10,000 $0/$0
Jonathan S. Lee - - 0/10,000 $0/$0
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
COMPENSATION OF DIRECTORS
For their services on the Board, each outside director is entitled to
recover annually the sum of $3,000 and such number of shares of the Company's
common stock as have a total value of $6,000 based on the average of the bid and
ask prices of the Company's common stock on the NASDAQ OTC Bulletin Board
Service as quoted on March 31, 1997. For the fiscal year ended March 31, 1997,
each of the following outside directors, William H. Burns, Jr., Larry
Haimovitch, Dr. Augusto Ocana, Robert T. Rylee and Tracey E. Young were credited
$3,000 and were paid 4,174 shares of the Company's common stock.
EMPLOYMENT AGREEMENTS
Mr. Alan J. Rabin is employed as the President and Chief Executive Officer
of the pursuant to a three year employment agreement dated as of October 13,
1994 amended by the Board of Directors at its meeting of May 15, 1996. As
compensation thereunder, Mr. Rabin receives an annual salary of $150,000;
reimbursement for business travel and other business expenses; and an annual
bonus in an amount equal to up to 50% of his annual salary based on the
performance of the Company. The employment agreement also provides
reimbursement for Mr. Rabin's relocation and temporary living expenses, not to
exceed $38,000 plus the cost associated with the moving of personal possessions
and his family. His employment agreement provides a severance package under
certain defined circumstances equal to the balance of the salary due under the
employment agreement (payable in accordance with the Company's payroll
practices) and a lump sum payment equal to nine months of his annual base salary
then in effect, plus maintenance by the Company (to the extent permitted under
plan documents) for nine months from the date of termination of all benefit
plans in which he was entitled to participate while an employee, or the
equivalent. The nine month lump sum severance payment is also payable to Mr.
Rabin in the event his employment agreement is not renewed by the Company at the
end of its term. Pursuant to his employment agreement, the Company awarded to
Mr. Rabin a stock option for 28,571 shares of the Company's common stock at an
exercise price of $3.50 a share, 23,809 of which are exercisable immediately and
the remaining 4,762 shares will become exercisable in October, 1997. Mr.
Rabin's stock option agreement contains a change of control provision whereby,
in the event of a change in control of the Company, all outstanding options
become immediately exercisable.
11
<PAGE>
Mr. Bart C. Gutekunst is employed as the Chairman of the Board of the Company
pursuant to a three year employment agreement dated as of October 13, 1994. As
compensation thereunder, Mr. Gutekunst receives an annual salary of $48,000;
reimbursement for business travel and other business expenses; and a bonus
related to the Company's financial, capital raising and corporate development
and acquisition activities in the form of the following transactional fees: 1%
for debt and equity source, and 1% of the gross consideration for asset
acquisition or sales, which fees are payable to Mr. Gutekunst upon closing by
the Company or its successor-in-interest of the applicable transaction.
Pursuant to the employment agreement, Mr. Gutekunst received an option for
21,429 shares of the common stock of the Company at an exercise price of $3.50
per share, 17,858 of which vested and became exercisable immediately and the
remaining 3,571 shares will become exercisable in October, 1997. His employment
agreement contains the same severance provisions as Mr. Rabin's employment
agreement and his stock option contains the same change of control provisions as
Mr. Rabin's stock option agreement.
STOCK OPTIONS
On September 9, 1987, the Board of Directors of the Company adopted the
1987 Non-Qualified Stock Option Plan (the "1987 Plan"). The 1987 Plan provided
the Board of Directors with the authority to grant to employees, officers and
directors of the Company non-qualified options to purchase up to a maximum of
142,857 shares of the Company's common stock.
On February 7, 1992, the Company's Board of Directors adopted the 1992 Non-
Qualified Stock Option Plan (the "1992 Plan"). The 1992 Plan provided the Board
of Directors with the authority to grant officers, directors and employees of
the Company non-qualified options to purchase up to a maximum of 42,857 shares
of the Company's common stock. On March 17, 1994, the Board of Directors
amended and restated the 1992 Plan and provided therein authorization to issue
options for up to a maximum of 157,143 shares of the Company's common stock.
On January 19, 1995, the Board of Directors of the Company authorized the
combination of the 1987 Plan and the 1992 Plan into one plan now known as the
Combined 1987-1992 Non-Qualified Stock Option Plan ("Combined Plan"). The
Combined Plan provides that all issued and outstanding stock option agreements
under the previous plans shall be governed by the Combined Plan. Under the
Combined Plan, the Company is authorized to issue options to employees, officers
and directors to purchase up to a maximum of 400,000 shares of the Company's
common stock. As of March 31, 1997, there were outstanding options for 309,969
shares under the Combined Plan, of which 237,569 shares were subject to options
held by officers and directors at exercise prices ranging from $3.50 to $5.25
per share.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Employment Agreements" for a description of certain compensation
arrangements.
During the last calendar quarter of 1994, the Company raised $2,885,000
through a private placement of 5% Convertible Debentures. Interest payments
were made on March 31 and October 31 of each year, commencing March 31, 1995.
The Debentures' maturity date was October 31, 1999. Effective March 31, 1996,
the holders of Debentures converted their Debentures into common stock of the
Company at a conversion rate of $2.80 per shares. Alan Rabin and Bart
Gutekunst, President/Chief Executive Officer and Chairman of the Board,
respectively, of the Company, each received 8,928 shares of the Company's Common
Stock in respect of the conversion. Those beneficial owners holding 5% or more
of the Company's issued and outstanding common stock and the common stock they
received upon conversion of their debentures is as follows: Phillip R. Beutel,
89,285 shares; Special Situation Fund III, L.P., 285,714 shares; Penfield
Partners, 178,571 shares; Bradley Resources Company, 173,214 shares; and ROI
Partners, 125,000 shares. Pursuant to the terms of the 5% Convertible
Debentures, the Company filed with the SEC a registration statement on Form S-1
registering the common stock underlying the Debentures, which registration
statement was declared effective by the SEC on April 27, 1995.
In respect of their conversion of the debentures, the Company issued
warrants to the debenture holders for an aggregate of 100,000 warrants (to be
12
<PAGE>
divided among the debenture holders pro rata in accordance with their percentage
interests in the Debentures). The warrants have a term of three years and are
exercisable commencing March 31, 1996 at $5.00 per share.
Upon the closing of the minimum offering of the convertible debentures,
Alan J. Rabin and Bart C. Gutekunst entered into employment agreements with the
Company on October 13, 1994. Previously, Mr. Gutekunst and Mr. Rabin had been
consulting with and assisting the Company in preparing its business plan and
obtaining additional financing. On July 31, 1994, Mr. Gutekunst was appointed
to the Board of Directors to fill a vacancy. On October 13, 1994, Mr. Gutekunst
was appointed Chairman of the Board and Mr. Rabin was appointed the Company's
President and Chief Executive Officer pursuant to their respective employment
agreements. For consulting services rendered the Company in connection with the
development of the Company's new business plan and the Company's financing, Mr.
Rabin and Mr. Gutekunst were paid consulting fees in the aggregate amount of
$130,750. Mr. Gutekunst and Mr. Rabin also participated in the debenture
financing discussed above, and each acquired a debenture in the amount of
$25,000.
In November, 1995, the Company entered into an agreement with Biosight Inc.,
of which William H. Burns, Jr., a director of the Company, is President and
principal shareholder. Under the agreement, Biosight Inc. provided consulting
services regarding the Company's manufacturing processes and inventory planning.
The agreement provided for payment of $30,000 in fees during the year ended
March 31, 1996, plus reimbursement of approved out-of-pocket expenses, and
future performance related payments to be paid in stock and cash, provided
certain goals are met. Upon earning $30,000 in performance related payments
(in combined cash and stock), the agreement provides for subsequent performance
based payments to be made in the Company's common stock.
During fiscal 1996, Tracey E. Young, a director of the Company, provided
consulting services to the Company regarding development of international
markets for the Company's products. In March, 1996, the Board of Directors
approved payment of $5,000 in consulting fees to Ms. Young together with a grant
of a stock option for 5,000 shares, exercisable at $3.75 per share. In respect
of consulting services, the Board approved royalty payments to Ms. Young of $100
per unit (each unit comprised of a pacemaker and lead) sold in Japan for the
three year period following approval of the product by regulatory authorities in
that country.
During fiscal 1996, the Company entered into a distribution agreement for
the European market with Grupo Taper, S.A., Madrid, Spain ("Grupo Taper"). Dr.
Augusto Ocana, who became a director of the Company in April 1996, is an
executive officer of Grupo Taper.
On October 28, 1996, the Company executed a Security Agreement and
Promissory Note with Bart C. Gutekunst, director and Chairman of the Board.
Under the agreement and note, Mr. Gutekunst advanced the Company $108,247 at an
annual interest rate of ten per cent (10%). This advance, plus accrued
interest, was repaid to Mr. Gutekunst on February 14, 1997.
On March 24, 1997, the Company executed a Security Agreement and Promissory
Note with Bart C. Gutekunst, director and Chairman of the Board. Under the
agreement and note, Mr. Gutekunst advanced the Company $100,000 at an annual
interest rate of ten per cent (10%) plus the right to purchase one (1) share of
restricted common stock of the Company at an exercise price of eighteen cents
($0.18) per share for each one dollar ($1.00) of interest earned under the note.
The foregoing transactions between the Company and its affiliates were
negotiated on behalf of the Company by its management. The Company believes that
such transactions are in compliance with the Company's policy that transactions
with affiliates be on terms at least as favorable as could have been reasonably
obtained from an unaffiliated third party.
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected BDO Seidman, LLP to be the Company's
independent accountants for the fiscal year ending March 31, 1998 and recommends
that such appointment be ratified by the stockholders at the Annual Meeting.
13
<PAGE>
BDO Seidman, LLP audited the Company's financial statements in fiscal 1995,
1996 and 1997. A representative of BDO Seidman, LLP will be present at the
annual meeting and will be available to answer questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT
OF THE INDEPENDENT ACCOUNTANTS, BDO SEIDMAN, LLP. PROXIES SOLICITED BY THE BOARD
OF DIRECTORS WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY TO THE CONTRARY IN
THEIR PROXIES.
While ratification by shareholders of this appointment is not required by law
or the Company's Certificate of Incorporation or Bylaws, management of the
Company believes that such ratification is desirable. In the event this
appointment is not ratified by a majority vote of shareholders, the Board of
Directors of the Company will consider that fact when it appoints independent
accountants for the next fiscal year.
SHAREHOLDER PROPOSALS
Proposals of the shareholders intended to be presented at the next Annual
Meeting of Shareholders must be received by the Company for possible inclusion
in the Company's Proxy Statement and Form of Proxy relating to the meeting not
later than June 12, 1998, unless the month and date of the next Annual Meeting
are advanced by more than thirty calendar days, or delayed by more than ninety
calendar days from November 12, 1998, the month and day contemplated for the
next Annual Meeting. If such a change occurs, the Company will inform
shareholders in a timely manner of the change and date by which shareholder
proposals must be received. In such event, shareholder proposals must be
received by the Company a reasonable time before the solicitation of proxies is
made. Such shareholder proposals should be made in compliance with applicable
legal requirements and be furnished to the President by certified mail, return
receipt requested.
ANNUAL REPORT
The Annual Report of the Company for the year ended March 31, 1997
accompanies this Proxy Statement.
OTHER MATTERS
The Board of Directors does not know of any matters, other than the
foregoing, that will be presented for consideration at the Annual Meeting.
However, if other matters properly come before the Annual Meeting, or any
adjournment thereof, the persons named in the accompanying Proxy will vote in
accordance with their judgement with respect to such matters.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Robert T. Rylee
- ----------------------------------
ROBERT T. RYLEE
SECRETARY
Palm Coast, Florida
September 30, 1997
14
<PAGE>
PROXY
[LOGO OF THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
CARDIAC THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1 AND 2.
CONTROL
SYSTEMS, The undersigned hereby appoints Alan J. Rabin and Bart C.
INC. Gutekunst, or either one of them, with power of substitution, as
APPEARS Proxies, and hereby authorizes them to represent and to vote, as
HERE] indicated below, all shares of common stock, par value $0.10 per
share, of Cardiac Control Systems, Inc. that the undersigned is
entitled to vote at the Annual Meeting of Shareholders to be
held at the Hyatt Hotel at the International Airport at Orlando,
Florida on November 12, 1997 at 1:00 p.m. local time, or any
adjournments thereof.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS [ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees
</TABLE>
William H. Burns, Jr., Bart C. Gutekunst, Larry Haimovitch, Augusto Ocano, Alan
J. Rabin, Robert T. Rylee, Tracey E. Young
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, cross
out that individual's name above.)
2. RESOLUTION TO RATIFY THE APPOINTMENT OF BDO SEIDMAN, LLP as independent
accountants of Cardiac Control Systems, Inc. for the fiscal year ending March
31, 1998. [ ] FOR [ ] AGAINST [ ] ABSTAIN
3. The Proxies are authorized to vote in their discretion upon such other
business as may properly come before the meeting.
<PAGE>
WHEN PROPERLY EXECUTED AND RETURNED, THIS PROXY WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS
INDICATED, THIS PROXY WILL BE VOTED "FOR" ALL DIRECTORS AND "FOR" PROPOSAL 2.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President of other authorized officer, giving
full title. If a partnership, please sign in partnership name by authorized
person, giving full title.
DATED: ______________________ , 1997 _________________________________
- --------------------------------------- Signature
| PLEASE MARK, SIGN, DATE AND RETURN |
| THE PROXY CARD PROMPTLY USING THE | _________________________________
| ENCLOSED ENVELOPE. | Signature if held jointly
- ---------------------------------------
________________________________________________________________________________
_________________________________
Address Corrections
_________________________________
_________________________________
_________________________________
