<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
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 Section 240.14a-11(c) or Section
240.14a-12
ALCIDE CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
MERRILL CORPORATION
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
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.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
ALCIDE CORPORATION
8561 154TH AVENUE, NE
REDMOND, WASHINGTON 98052
______________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 24, 1995
______________________________
To the Stockholders:
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Alcide
Corporation will be held at The University Club located at 1 West 54th Street,
New York, NY on October 24, 1995 at 9:00 a.m.
(1) To elect five directors of the Board of Directors for the ensuing
year;
(2) To ratify the selection of Arthur Andersen LLP as the Company's
independent auditors for the fiscal year ending May 31, 1996; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has designated the close of business on September 5,
1995 as the record date for determination of stockholders of the Company
entitled to notice of and to vote at the meeting and any adjournment thereof.
The stock transfer books will not be closed. A list of stockholders entitled to
vote at the meeting will be available for inspection at the meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. THE BOARD
OF DIRECTORS EXTENDS A CORDIAL INVITATION TO ALL STOCKHOLDERS TO BE PRESENT AT
THE MEETING. ALL STOCKHOLDERS, WHETHER OR NOT THEY EXPECT TO ATTEND THE
MEETING, ARE REQUESTED TO FILL IN, DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT
IN THE RETURN ENVELOPE PROVIDED AS PROMPTLY AS POSSIBLE. STOCKHOLDERS WHO
ATTEND THE MEETING MAY WITHDRAW THEIR PROXIES AND VOTE IN PERSON.
By order of the Board of Directors,
John P. Richards
SECRETARY
Redmond, Washington
September 5, 1995
<PAGE>
ALCIDE CORPORATION
8561 154TH AVENUE, NE
REDMOND, WASHINGTON 98052
_______________________________
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 24, 1995
_______________________________
The accompanying proxy is being solicited on behalf of the Board of
Directors of ALCIDE CORPORATION (the "Company"), for use at the Annual Meeting
of Stockholders to be held at The University Club located at 1 West 54th Street,
New York, NY on October 24, 1995 at 9:00 a.m. local time. Each stockholder
giving such a proxy has the power to revoke the same by written notice to the
Secretary of the Company at any time before it is voted or by filing with the
Secretary a duly executed proxy bearing a later date. Furthermore, any
stockholder giving a proxy may revoke the same prior to its use at the Annual
Meeting by attending the meeting and voting in person. Subject to such
revocation, properly executed proxies will be voted in the manner directed by
such stockholder and, if no direction is made, will be voted in favor of Items 1
and 2. All expenses in connection with the solicitation will be borne by the
Company. The Company will reimburse banks, brokerage firms and other
custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses
incurred in connection with forwarding proxies to beneficial owners of shares of
the Company's common stock. The Company has retained American Securities
Transfer, Inc. to assist in the solicitation at a cost that is not expected to
exceed $10,000 plus reasonable out-of-pocket expenses.
This Proxy Statement and the accompanying form of proxy are being first
mailed or given to the holders of the Company's Common Stock on or about
September 7, 1995.
VOTING SECURITIES
Only stockholders of record at the close of business on September 5, 1995
will be entitled to vote at the Annual Meeting. Each share of Common Stock is
entitled to one vote. At the election of directors, each holder of Common Stock
(the "Common Stockholder(s)") may cumulate such Common Stockholder's votes and
give one nominee a number of votes equal to the number of directors to be
elected multiplied by the number of votes to which the Common Stockholder's
shares are entitled, or may distribute the Common Stockholder's votes on the
same principle among as many nominees as the Common Stockholder sees fit.
1
<PAGE>
SHARE OWNERSHIP BY DIRECTORS, EXECUTIVE OFFICERS
AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the beneficial
ownership, as of June 1, 1995, of the Common Stock by (a) each person known by
the Board of Directors to beneficially own more than 5% of the outstanding
Common Stock; (b) each Director and nominee of Director; (c) each of the
executive officers included in the Summary Compensation Table, and (d) all
Directors and executive officers as a group.
<TABLE>
<CAPTION>
NAME NO. OF SHARES PERCENTAGE
---- ------------- ----------
COMMON STOCK COMMON STOCK\
------------ ------------
<S> <C> <C>
Thomas L. Kempner 521,686 (1) 18.7
Loeb Partners
61 Broadway, 24th Floor
New York, NY 10006
Joseph A. Sasenick 121,939 (2) 4.6
Don Chaifetz 114,928 (3) 4.1
Elliott J. Siff 106,355 (4) 3.8
William G. Spears 36,053 (5) 1.3
Aaron Stern, M.D., Ph.D. 30,062 (6) 1.1
John P. Richards 25,000 (7) .9
Norman Mintz 17,981 (8) .6
Gerson Pakula 16,685 (9) .6
G. Kere Kemp, BVSc, MRCVS 10,250 (10) .4
Kenneth N. May, Ph.D. 1,000 ---
All Directors, Executive
Officers, and Certain Beneficial
Owners as a Group (10) _________ ____
1,000,939 35.9
--------- ----
--------- ----
<FN>
(1) Includes an aggregate of 219,663 shares of Common Stock held of record
by Loeb Investors Co. V and 26,964 shares of Common Stock held of record by Loeb
Investors Co. 105, for which entities Mr. Kempner serves as Managing Partner,
and an aggregate of 207,085 shares of Common Stock held in family trusts and
other entities, for which entities Mr. Kempner serves as either trustee for the
benefit of himself and other Kempner family members or has shared voting and
dispositive power. As to 334,568 shares of Common Stock, Mr. Kempner disclaims
any beneficial interest. 28,467 shares of Common Stock in the aggregate are
owned by him individually.
Further includes Mr. Kempner's right to acquire 4,275 shares of Common
Stock through the exercise of stock options granted to him as Director's fees.
In addition, Loeb Partners Corporation, which entity Mr. Kempner controls, has
been granted options to purchase 35,232 shares of Common Stock for services
rendered to the Company, all of which options are included in the table. Also
includes 25,922 shares of Common Stock issued to Loeb Partners Corporation
pursuant to a consulting agreement with the Company.
(2) Includes 109,000 options to purchase Common Stock granted to Mr.
Sasenick either under the Company's Incentive Stock Option Plan or as
non-statutory stock options by the Board of Directors.
(3) Includes an aggregate of 77,289 shares of Common Stock held of record
by members of Mr. Chaifetz's family, as to which shares he disclaims any
beneficial interest. Further includes Mr. Chaifetz's right to acquire 3,338
shares of Common Stock through exercise of stock options granted to him as
Director's Fees.
2
<PAGE>
(4) Includes an aggregate of 105,123 shares held of record by a member of
Mr. Siff's family, as to which shares he disclaims any beneficial interest.
Further includes Mr. Siff's right to acquire 1,232 shares of Common Stock
through exercise of stock options granted to him as Director's Fees.
(5) Includes an aggregate of 16,074 shares of Common Stock held of record
by Spears, Benzak, Salomon & Farrell, for which entity Mr. Spears serves as
Chairman of the Board. 16,040 shares of Common Stock are owned by Mr. Spears
individually. Further includes Mr. Spears' right to acquire 3,939 shares of
Common Stock through exercise of stock options granted to him as Director's
Fees.
(6) Includes Dr. Stern's right to acquire 2,866 shares of Common Stock
through exercise of stock options granted to him as Director's Fees and 17,196
shares of Common Stock through exercise of stock options granted to him for
services rendered to the Company and thereafter transferred to Mr. Mintz.
(7) Includes 24,000 options to purchase Common Stock granted to Mr.
Richards either under the Company's Incentive Stock Option Plan or as
non-statutory stock options by the Board of Directors.
(8) Includes Mr. Mintz's right to acquire 3,859 shares of Common Stock
through exercise of stock options granted to him as Director's Fees and 11,744
shares of Common Stock through exercise of stock options originally issued to
Loeb Partners Corporation for services rendered to the Company.
(9) Includes 1,903 shares of Common Stock held of record by a member of
Mr. Pakula's family, as to which shares he disclaims any beneficial interest.
Further includes Mr. Pakula's right to acquire 3,501 shares of Common Stock
through exercise of stock options granted to him as Director's Fees and 264
shares of Common Stock through the exercise of stock options granted to him for
services rendered to the Company.
(10) Includes 10,000 options to purchase Common Stock granted to Dr. Kemp
under the Company's Incentive Stock Option Plan by the Board of Directors.
</TABLE>
3
<PAGE>
ITEM 1 - ELECTION OF DIRECTORS
At the meeting five directors are to be elected to serve until the next
Annual Meeting of Stockholders or until their successors are elected and
qualified. It is intended that the proxies received will be voted, unless
directed otherwise, for the five nominees indicated below. However, should any
nominee become unavailable or prove unable to serve for any reason, proxies will
be voted for the election of such other person or persons as the Board of
Directors may select to replace such nominee. The Board has not been informed
that any of the nominees will not be available or will be unable to serve.
Directors are elected by a plurality of the votes cast by stockholders entitled
to vote at the Meeting. A majority of all stockholders must be present in
person or by proxy to constitute a quorum for purposes of holding the Meeting.
Each person named as a nominee for Director has advised the Company of his
willingness to serve if elected. The age of each nominee as of June 1, 1995,
his positions with the Company, the year in which he first became a Director of
the Company, his business experience during the past five years and other
directorships he holds are set forth below.
THOMAS L. KEMPNER, 61 Broadway, New York, NY 10006
Age 68. Chairman of the Board of the Company; Chairman and Chief
Executive Officer of Loeb Partners Corporation, a private investment banking
firm, since 1979. Presently serves on the Boards of Directors of The Arlen
Corporation; Energy Research Corporation; IGENE Biotechnology, Inc.; Roper
Starch Worldwide, Inc.; Intermagnetics General; Silent Radio, Inc.; and
Northwest Airlines, Inc.
JOSEPH A. SASENICK, 8561 154th Avenue, NE, Redmond, WA 98052
Age 55. President and Chief Executive Officer of the Company since
February 1992; President and Chief Operating Officer of the Company from
February 1991 to February 1992. Presently serves on the Board of Directors of
the Washington Biotechnology and Biomedical Association. Managing
Director/Partner of Vista Resource Group from 1988 to February 1991. Previously
held top management positions at Abbott Laboratories and The Gillette Company.
WILLIAM G. SPEARS, 45 Rockefeller Plaza, New York, NY 10020
Age 57. Chairman of the Board of Spears, Benzak, Salomon & Farrell, an
investment advisory subsidiary of KeyCorp since 1972; Presently serves on the
Boards of Directors of United HealthCare Corp., Osborn Communications Corp. and
Recognition International, Inc.
AARON STERN, M.D., PH.D. 100 Central Park S., New York, NY 10019
Age 70. Chairman of the Board and Chief Executive Officer of Dr. Aaron
Stern, M.D., Ph.D., P.C., a professional corporation; practicing psychoanalyst;
corporate consultant; corporate director and Adjunct Professor of Psychology and
Psychoanalysis at Columbia University, all of which positions have been held for
more than the past five years.
KENNETH N. MAY, PH.D., 203 McElwee Street, North Wilkesboro, NC 28659
Age 64. Retired in August, 1989 as Chairman, Chief Executive Officer and a
director of Holly Farms Foods, Inc., completing 19 years with that company.
Previously held positions as Professor of Poultry Science at Mississippi State
University and the University of Georgia. Consultant for and director of Hudson
Foods, Inc.; technical advisor and consultant to the National Broiler Council on
food safety matters. Presently serves on the Board of Directors of Embrex, Inc.
Dr. May has been active in the Poultry Science Association, and the National
Broiler Council and has served on various committees for the USDA.
4
<PAGE>
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors met two times during the fiscal year ended May 31,
1995. Each of the Directors attended both meetings of the Board of Directors
and the total number of meetings held by all committees of the Board of
Directors on which they served.
The Company's Board of Directors has Audit, Nominating, Executive and
Compensation/Stock Option Committees. Pertinent information relating to each
Committee is as follows:
The Audit Committee recommends to the Board of Directors the selection of
the Company's Independent Public Accountants and reviews with such accountants
the scope and results of their audit, the scope and results of the Company's
internal audit procedures and the adequacy of the Company's system of internal
control. In addition, the Committee approves non-audit professional services
performed by the Company's Independent Public Accountants and reviews the fees
for audit and non-audit services rendered to the Company by the Independent
Public Accountants. Audit Committee members during fiscal year 1995 were Norman
N. Mintz, Chairman, Don Chaifetz and Gerson Pakula. The Committee met one time
during the fiscal year.
The Nominating Committee recommends a slate of directors for the ensuing
term. Nominating Committee members during fiscal year 1995 were William G.
Spears, Chairman, and Thomas L. Kempner. The Committee held discussions at a
Board of Directors meeting one time during the fiscal year.
The Executive Committee provides policy guidance to the Company's
management on a more frequent basis than practical by assembly of the total
Board of Directors. Executive Committee members during fiscal year 1995 were
Thomas L. Kempner, Chairman, Norman N. Mintz, William G. Spears, Aaron Stern and
Joseph A. Sasenick. The Committee met three times during the fiscal year.
The Compensation/Stock Option Committee approves management contracts,
changes in management compensation, management incentive awards and employee
stock options. Committee members during fiscal year 1995 were Thomas L.
Kempner, Chairman, Norman N. Mintz and William G. Spears. The Committee held
discussions at one meeting during the fiscal year.
5
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
Compensation programs at Alcide Corporation are designed to attract,
motivate and retain the executive talent needed to optimize shareholder value in
a competitive environment. The programs support the goal of increasing
shareholder value of the Company by achieving specific financial and strategic
objectives.
Executive compensation programs are designed to provide:
- levels of base compensation competitive with comparable health care
companies;
- annual incentive compensation that correlates with the financial
performance of the Company; and
- long-term incentive compensation that focuses executive efforts on
building shareholder value through meeting longer-term financial and
strategic goals.
In designing and administering its executive compensation program, the
Company attempts to strike an appropriate balance among these various elements,
each of which is discussed in greater detail below.
BASE SALARY
Base salary is targeted at the fiftieth percentile level, consistent with
comparable companies. Alcide's salary increase program is designed to reflect
individual performance consistent with the Company's overall financial
performance as well as competitive practice. Annual performance reviews and
formal merit increase guidelines determine individual salary increases.
THE MANAGEMENT INCENTIVE PLAN
The Management Incentive Plan is designed to reward management-level
employees for their contributions to corporate and individual results. Payout
is made only if the annual operating plan goals are achieved. Each eligible
employee's award is expressed as a percentage of the participant's base salary
for the Plan year.
Individual performance is measured against objectives which reflect what
executives must accomplish in order for Alcide to meet its annual operating
plan. A participant's individual award may vary from zero to 100 percent. For
fiscal 1995 the Committee approved bonuses for three participating employees.
TOTAL ANNUAL CASH COMPENSATION (BASE SALARY PLUS BONUS)
Total cash compensation is set competitively at the fiftieth percentile,
consistent with comparable companies, assuming annual operating plans and
targets are achieved. Upper-quartile cash compensation can be attained if
business results significantly exceed the operating plan.
STOCK OPTION PLAN
The 1993 Stock Option Plan authorizes the granting of various stock-based
incentive awards to key employees of the Company. The plan has been designed
to:
- link the executive's financial success to that of the shareholders;
- encourage and create ownership and retention of the Company's stock;
- balance long-term with short-term decision making; and
- focus attention on building shareholder value through meeting longer-
term financial and strategic goals.
6
<PAGE>
COMMITTEE ACTIVITIES
The following summarizes the Committee's activities:
- approved the fiscal 1996 Merit Increase Guidelines, which set salary
grades, ranges and increases.
- reviewed and determined fiscal 1996 salary increases for each
corporate officer based on performance.
- determined fiscal 1995 management incentive awards based on assessment
of executive performance against approved goals
- determined stock option awards to employees.
COMPENSATION OF THE PRESIDENT/CHIEF EXECUTIVE OFFICER
The CEO received a salary increase of 10% effective October 1, 1994 and a
bonus of $77,000. Pursuant to the Alcide Corporation Stock Option Plan, Mr.
Sasenick was also awarded options to purchase 10,000 shares of the Company's
Common Stock. The Company's performance in Fiscal Year 1994 reflected
substantial improvement over prior periods, and results exceeded the aggressive
performance goals that had been established.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Company's Compensation Committee is an employee of the
Company. Mr. Kempner is Chairman of the Board and an outside director and Mr.
Mintz and Mr. Spears are outside directors. There are no Compensation Committee
interlocks between the company and other entities involving Alcide executive
officers or Alcide Board members who serve as executive officers of such other
entities.
Compensation Committee
Thomas L. Kempner, Chairman
Norman N. Mintz
William G. Spears
7
<PAGE>
EXECUTIVE COMPENSATION - The following table summarizes compensation earned in
fiscal years 1995, 1994 and 1993 by the Chief Executive Officer, Joseph A.
Sasenick, and two other most highly paid executive officers, John P. Richards,
Vice President, Chief Financial Officer and G. Kere Kemp, Vice President
Clinical Research, (the "named officers") in 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------- ----------------------
NUMBER OF
SHARES
OTHER VALUE OF COVERED
ANNUAL RESTRICTED BY STOCK ALL OTHER
COMPEN- STOCK OPTIONS COMPEN-
NAME YEAR SALARY BONUS SATION AWARDS GRANTED SATION
---- ---- -------- -------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Joseph A. Sasenick 1993 $144,200 $ 75,000 --- --- 5,000 ---
1994 $156,250 $ 77,000 --- --- 10,000 ---
1995 $169,125 $135,645 --- --- 10,000 ---
John P. Richards 1993 $ 89,167 $ 36,850 --- --- --- ---
1994 $ 99,170 $ 47,500 --- --- 10,000 ---
1995 $107,225 $ 70,455 --- --- 10,000 ---
G. Kere Kemp 1993 $ 75,250 $ 16,268 --- --- 5,000 ---
1994 $ 78,221 $ 28,000 --- --- 5,000
1995 $ 82,500 $ 40,425 --- --- 7,000
</TABLE>
OPTION GRANTS IN THE LAST FISCAL YEAR - The following tables summarizes the
named officers' stock option activity during fiscal year 1995.
OPTIONS GRANTED IN FISCAL YEAR 1995
<TABLE>
<CAPTION>
NUMBER OF
SHARES PERCENT OF POTENTIAL GAIN AT ASSUMED ANNUAL
COVERED BY TOTAL OPTIONS EXERCISE RATES OF STOCK PRICE APPRECIATION
STOCK OPTIONS GRANTED TO PRICE PER EXPIRATION FOR OPTION TERM
---------------------------------
NAME GRANTED EMPLOYEES SHARE DATE 5% 10%
---- ------------- ------------- ---------- ----------- --- ---
<S> <C> <C> <C> <C> <C> <C>
Joseph A. Sasenick 10,000 33% $8.625 2004 $54,242 $137,460
John P. Richards 10,000 33% $8.625 2004 $54,242 $137,460
Kere Kemp 7,000 23% $8.625 2004 $37,969 $96,222
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
-------------------------------------------------------------------
OPTION VALUES
-------------
<TABLE>
<CAPTION>
NUMBER OF
SHARES
ACQUIRED ON NUMBER OF SHARES COVERED VALUE OF UN-EXERCISED
EXERCISE VALUE BY UN-EXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
NAME GRANTED REALIZED MAY 31, 1995 MAY 31, 1995
---- ------------- ------------- --------------------------- --------------------------
EXERCISABLE UN-EXERCISABLE EXERCISABLE UN-EXERCISABLE
----------- -------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Joseph A. Sasenick --- --- 109,000 20,000 $357,375 $77,500
John P. Richards --- --- 24,000 16,000 $90,250 $46,000
Kere Kemp --- --- 10,000 7,000 $22,575 $11,550
</TABLE>
COMPENSATION OF DIRECTORS
For the fiscal year ended May 31, 1995, Directors and Board committee members
who are not employees of the Company received $500 per meeting attended.
8
<PAGE>
PERFORMANCE GRAPHS
Set forth below is a line graph comparing the performance of the Company's
Common Stock during the period May 31, 1990 through May 31, 1995 with the Nasdaq
Stock Market Index for U.S. companies and the Nasdaq Stock Market Index for
pharmaceutical stocks. The total return indices reflect reinvested dividends
and are weighted on a market capitalization basis at the time of each reported
data point. The stock price performance depicted in the performance graphs
shown below is not necessarily indicative of future price performance.
GRAPH 1 -- FIVE YEAR CUMULATIVE TOTAL RETURN
--------------------------------------------------------------------
1990 1991 1992 1993 1994 1995
--------------------------------------------------------------------
Alcide 100 48.5 57.4 82.4 85.3 101.2
--------------------------------------------------------------------
NASDAQ 100 113.6 133.4 160.4 169 201
--------------------------------------------------------------------
Pharm Stock 100 176.9 215.8 180.9 164.4 181.7
--------------------------------------------------------------------
As the graph below demonstrates, the Company's Common Stock has outperformed
both the Nasdaq Stock Index and the Nasdaq Group for pharmaceutical stocks since
1991 when new management was appointed.
GRAPH 2 -- FOUR YEAR CUMULATIVE TOTAL RETURN
--------------------------------------------------------------------
1991 1992 1993 1994 1995
--------------------------------------------------------------------
Alcide 100 118.2 169.7 175.8 208.5
--------------------------------------------------------------------
NASDAQ 100 117.5 141.2 148.8 177
--------------------------------------------------------------------
Pharm Stock 100 122 102.3 92.9 102.8
--------------------------------------------------------------------
9
<PAGE>
EMPLOYMENT AGREEMENTS
JOSEPH A. SASENICK. Pursuant to an agreement entered into on February 4,
1991 and amended on February 4, 1992, February 4, 1993 and February 4, 1994,
which can be terminated by the Company for cause and by Mr. Sasenick with
90-days' notice, Mr. Sasenick holds the position of President and Chief
Executive Officer, receiving a salary of $181,500 per annum. In addition to the
base salary, bonus compensation of 100% of base salary can be earned. The
awarding of such bonus shall be at the absolute and sole discretion of the Board
of Directors.
JOHN P. RICHARDS. Pursuant to an agreement entered into on July 29, 1991
and revised January 1, 1993 and January 1, 1994, which will expire at the option
of either party provided reasonable notice is given, Mr. Richards receives a
salary of $115,000 per annum. In addition to base salary, bonus compensation of
100% of base salary can be earned. The awarding of such bonus is dependent on a
level of corporate profitability and individual performance.
CERTAIN TRANSACTIONS
(a) CONSULTING AGREEMENTS:
During the fiscal year ended May 31, 1995, the Company paid Loeb Partners
Corporation $60,000 in cash for executive and management services provided by
Messrs. Kempner and Mintz. Mr. Kempner holds approximately 51% of the voting
equity of Loeb Holding Corporation, of which Loeb is a 100% wholly-owned
operating subsidiary.
The Company believes that the terms of its consulting agreement with Loeb
is at least as favorable to the Company as could have been provided by
unaffiliated third parties. The consulting agreement provides the Company with
the sole option of paying Loeb either in cash or in stock options for executive
services, thus removing any conflict of interest which might have arisen as a
consequence of Loeb's direct and indirect stock holding in the Company.
Additionally, whenever an issue arose which, in the opinion of a majority of
disinterested members of the Board of Directors, presented a potential conflict
of interest between Loeb and the Company, Loeb's Board representatives abstained
from voting on such issue.
(b) ROYALTY AND CONSOLIDATION AGREEMENT
The Company has an ongoing obligation pursuant to certain royalty and
consolidation agreements to pay to patent holders, some of whom were founders of
and early investors in the Company, a royalty of 50% of its license revenues and
8% of its net sales of its covered manufactured products subject to said
agreements. As the Company does not presently anticipate entering into
sublicense agreements for products requiring royalty payment, its obligation to
pay a royalty of 50% of its license revenues should have no material impact on
the financial condition of the Company. The Company does anticipate paying a
royalty of 8% of the net sales of its products to the extent they are subject to
royalty payments, which payments will increase the Company's costs by such
amount. Payments have aggregated $2,563,960 since 1983. During fiscal year
1995, the amounts indicated below were paid to the following individuals and
entities, certain of whose principals were members of the Board: Old Hill
Associates, $80,505.77 *, Loeb Investors Co. V., $24,628.90 *; Loeb Investors
Co. VIII, $972.59 **; Don Chaifetz,$7,033.43 *.
-------------------------
*Loeb Investors Co. V, Loeb Investors Co. VIII, Elliott J. Siff, Gerson Pakula
and Don Chaifetz are partners with others in Old Hill Associates.
**Thomas L. Kempner is the managing partner of both Loeb Investors Co. V and
Loeb Investors Co. VIII.
10
<PAGE>
ITEM 2 - RATIFICATION OF SELECTION OF ALCIDE AUDITORS
The Board of Directors, upon the recommendation of the Company's Audit
Committee, has appointed Arthur Andersen LLP as the Company's certified
independent public accountants for the 1996 fiscal year. It is not expected
that a representative from Arthur Andersen LLP will attend the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS APPROVAL, AND UNLESS MARKED TO THE
CONTRARY, PROXIES RECEIVED FROM THE STOCKHOLDERS WILL BE VOTED IN FAVOR THEREOF.
FINANCIAL STATEMENTS
The annual report of the Company for the year ended May 31, 1995 including
audited financial statements and all other information required to be included
in the Company's annual report on Form 10-K are being mailed concurrently to
stockholders of record. The financial statements, supplementary financial
information, management's discussion and analysis of financial condition and
results of operations and disclosure with respect to changes in accountants
which appear in the Company's annual report on Form 10-K are incorporated herein
by reference.
ITEM 3 - OTHER MATTERS
The Board of Directors does not know of any business which will be
presented at the Meeting other than those matters set forth in the accompanying
Notice of Meeting. If any other matters are properly presented at the Meeting
for action, it is intended that the persons named in the accompanying form of
proxy and acting thereunder will vote in accordance with their best judgment on
such matters.
STOCKHOLDER PROPOSALS
The 1996 Annual Meeting of Stockholders is presently scheduled to be held
on October 24, 1996. Under rules promulgated by the Securities and Exchange
Commission, stockholders who desire to submit proposals for inclusion in the
Proxy Statement of the Board of Directors to be utilized in connection with the
1996 Annual Meeting of Stockholders must submit such proposals to the secretary
of the Company no later than April 24, 1996.
11
<PAGE>
ALCIDE CORPORATION
8561 154TH AVENUE NE, REDMOND, WA 98052
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF THE STOCKHOLDERS, OCTOBER 24, 1995
The undesigned hereby appoints Susan Spalter and Floreine Richards as proxies
each with power of substitution in each of them, to vote for and on behalf of
the undersigned at the Annual Meeting of the Stockholders of the Company to be
held on October 24, 1995, and at any adjournment thereof, upon matters properly
coming before the meeting, as set forth in the related Notice of Meeting and
Proxy Statement, both of which have been received by the undersigned. Without
otherwise limiting the general authorization given hereby, said proxies are
instructed to vote as follows:
1. Election of the Board's nominees for Directors.
(THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR")
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote for
(except as marked to the all nominees listed below
contrary below)
Nominees: Thomas L. Kempner, Joseph A. Sasenick, William G. Spears, Aaron
Stern, M.D., Ph.D. and Kenneth N. May, Ph.D.
INSTRUCTION: To withhold authority to vote for any individual nominee listed
above, write that nominee's name in the space provided below.
--------------------------------------------------------------------------------
(CONTINUED AND TO BE DATED AND SIGNED ON REVERSE SIDE.)
<PAGE>
2. Ratification of the selection of Arthur Andersen LLP as the independent
auditors of the Company for the fiscal year ending May 31, 1995.
(THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR")
FOR / / AGAINST / / ABSTAIN / /
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting.
This proxy when properly executed will be voted in the manner directed herein
by the undersigned holder.
If no direction is made, this proxy will be voted for Proposals 1 and 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 or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
________________________________________
Signature
________________________________________
Signature if held jointly
Dated:____________________________, 1995
PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
