<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
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
<PAGE>
8561 154TH AVENUE, NE
REDMOND, WASHINGTON 98052
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 14, 1997
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 14, 1997 at 10:00 a.m.
(1) To elect four 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, 1998; 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 August
27, 1997 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
EXECUTIVE VICE PRESIDENT
SECRETARY
Redmond, Washington
August 27, 1997
<PAGE>
ALCIDE CORPORATION
8561 154TH AVENUE, NE
REDMOND, WASHINGTON 98052
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 14, 1997
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 14, 1997 at 10:00 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.
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 and Trust, 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
August 27, 1997.
VOTING SECURITIES
Only stockholders of record at the close of business on August 27,
1997 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.
The four nominees who receive the greatest number of votes, present in
person or by proxy at the Annual Meeting, will be elected directors.
Abstentions from voting and broker nonvotes on the election of directors will
have no impact on the outcome of this proposal since they have not been cast in
favor of any nominee. The affirmative vote of holders of a majority of the
shares of Common Stock present, in person or by proxy and entitled to vote at
the Annual Meeting, is required to ratify the selection of independent auditors.
Abstention from voting on this matter will have the practical effect of voting
against this proposal since shares are present at the meeting and entitled to
vote but are not voting in favor of the proposal. Broker nonvotes will have no
effect on the outcome of the proposal since they are not considered shares
entitled to vote on the proposal.
On August 1, 1997 there were 2,598,795 shares of Alcide Common Stock
outstanding, net of Treasury Stock.
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, 1997, 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.
Name No. of Shares Percentage
---- Common Stock Common Stock
------------- ------------
Thomas L. Kempner 493,269 (1) 19.0
Loeb Partners Corp.
61 Broadway, 24th Floor
New York, NY 10006
Joseph A. Sasenick 133,029 (2) 5.1
8561 154th Avenue NE
Redmond, WA 98052
John P. Richards 39,000 (3) 1.5
Aaron Stern, M.D., Ph.D. 32,328 (4) 1.2
G. Kere Kemp, BVSc, MRCVS 15,650 (5) .6
William G. Spears 12,244 (6) .5
Kenneth N. May, Ph.D. 3,216 .1
-------- ----
TOTAL 728,736 28.0
- --------------
(1)Includes 453,762 shares of Alcide Common Stock. Of this amount,
29,434 shares are owned by Mr. Kempner individually. 209,814 shares of Common
Stock are held by Loeb Investors Company V and 26,964 shares are held by Loeb
Investors Company 105 for which entities Mr. Kempner serves as Managing Partner.
187,550 shares are held in family trusts and other entities for which entities
Mr. Kempner serves as either a trustee or has shared voting and dispositive
power. Mr. Kempner disclaims any beneficial interest as to 305,790 shares of
the above listed Common Stock.
Further, the amount also includes rights to acquire a total of 39,507
shares of Common Stock through the exercise of stock options. Of these, 4,275
options were granted to Mr. Kempner as Director's fees and 35,232 options where
granted to Loeb Partners Corporation for services rendered to the Company.
(2)Includes 124,230 options to purchase Common Stock granted to Mr.
Sasenick either under the Company's Incentive Stock Option Plan or as
non-qualified stock options by the Board of Directors, of which 52,750 options
to purchase Common Stock were transferred by Mr. Sasenick to trusts for his
family for which Mr. Sasenick is trustee.
(3)Includes 38,000 options to purchase Common Stock granted to Mr.
Richards either under the Company's Incentive Stock Option Plan or as
non-qualified stock options by the Board of Directors.
(4)Includes Dr. Stern's right to acquire 5,132 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.
(5)Includes 15,400 options to purchase Common Stock granted to Dr. Kemp
under the Company's Incentive Stock Option Plan by the Board of Directors.
2
<PAGE>
(6)Includes 6,040 shares of Common Stock owned by Mr. Spears
individually. Further includes Mr. Spears' right to acquire 6,204 shares of
Common Stock through exercise of stock options granted to him as Director's
Fees.
3
<PAGE>
ITEM 1 - ELECTION OF DIRECTORS
At the meeting four 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 four 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,
1997, his position 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 70. Chairman of the Board of the Company; Director of the Company
since 1983. Chairman and Chief Executive Officer of Loeb Partners Corporation,
a private investment banking firm, since 1979. Presently serves on the Boards
of Directors of Energy Research Corporation; IGENE Biotechnology, Inc.; Roper
Starch Worldwide, Inc.; Intermagnetics General; Northwest Airlines, Inc.; and
CCC Information Services Group, Inc.
JOSEPH A. SASENICK, 8561 154th Avenue, NE, Redmond, WA 98052
Age 57. President and Chief Executive Officer of the Company since
February 1992; Director of the Company since 1991; President and Chief Operating
Officer of the Company from February 1991 to February 1992. Presently serves as
Chairman of the Washington Biotechnology and Biomedical Association. Previously
held top management positions at Abbott Laboratories and The Gillette Company.
WILLIAM G. SPEARS, 45 Rockefeller Plaza, New York, NY 10020
Age 59. Director of the Company since 1989. Chairman of the Board of
Spears, Benzak, Salomon & Farrell, an investment advisory subsidiary of KeyCorp
since 1994. Presently serves on the Board of Directors of United HealthCare
Corp. Chairman, HealthCare Chaplaincy Board of Trustees and Vice Chairman of
Quinnipiac College Board of Trustees.
KENNETH N. MAY, PH.D., 203 McElwee Street, North Wilkesboro, NC 28659
Age 66. Director of the Company since 1995. 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. 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 three times during the fiscal year ended
May 31, 1997 and held one telephonic meeting. Mr. Sasenick and Dr. May
participated in all four 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. Messrs. Kempner and Spears participated in three meetings of the
Board of Directors and all of the meetings held by committees of the Board of
Directors of which they serve. Dr. Stern attended two meetings of the Board
of Directors and one Executive Committee meeting.
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 1997
were Thomas L. Kempner, Chairman and Kenneth N. May. 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 1997 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. No formal
procedures have been established for considering nominations by outside
stockholders.
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 1997 were
Thomas L. Kempner, Chairman, William G. Spears, Aaron Stern and Joseph A.
Sasenick. The Committee met one time 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 1997 were Thomas L.
Kempner, Chairman and William G. Spears. The Committee met one time 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 stockholder value in
a competitive environment. The programs support the goal of increasing
stockholder 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 stockholder 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 programs are 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 1997 the Committee approved bonuses for three participating employees.
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 stockholders;
- encourage and create ownership and retention of the
Company's stock;
- balance long-term with short-term decision making; and
- focus attention on building stockholder value through meeting
longer-term financial and strategic goals.
COMMITTEE ACTIVITIES
The following summarizes the Committee's activities:
- approved the Merit Increase Guidelines, which set salary grades,
ranges and increases;
- reviewed and determined salary increases for each corporate officer
based on performance;
- determined fiscal 1997 management incentive awards based on
assessment of executive performance against approved goals; and
- determined stock option awards to employees.
6
<PAGE>
COMPENSATION OF THE PRESIDENT/CHIEF EXECUTIVE OFFICER
The CEO received a salary increase of 5% effective September 1,
1997, and a bonus of $170,000. Pursuant to the Management Incentive Plan, Mr.
Sasenick was also awarded options to purchase 5,000 shares of the Company's
Common Stock. The Company's performance in Fiscal Year 1997 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. Spears is an outside director. There are no Compensation Committee
interlocks between the company and other entities involving Alcide executive
officers or Alcide Board members who serve as executives of other entities.
Compensation Committee
Thomas L. Kempner, Chairman
William G. Spears
7
<PAGE>
EXECUTIVE COMPENSATION - The following table summarizes compensation earned in
fiscal years 1997, 1996 and 1995 by the Chief Executive Officer, Joseph A.
Sasenick, and two other most highly paid executive officers, John P. Richards,
Executive Vice President, Secretary and Chief Financial Officer and G. Kere
Kemp, Vice President Clinical Research, (the "named officers") in 1997.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
------------------- ----------------------
<TABLE>
<CAPTION>
Number of
Shares
Other Value of Covered All
Annual Restricted by Stock Other
Compen- Stock Options Compen-
Name Year Salary Bonus sation Awards Granted sation
- ---- ---- ------ ----- -------- ---------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Joseph A. Sasenick 1995 $169,125 $135,645 -- -- 10,000 ---
President 1996 $190,575 $150,645 -- -- 5,000 ---
Chief Executive Officer 1997 $197,722 $170,000 -- -- 5,000 ---
John P. Richards 1995 $107,225 $ 70,455 -- -- 10,000 ---
Executive Vice President 1996 $123,585 $ 70,455 -- -- 4,000 ---
Chief Financial Officer 1997 $128,209 $ 80,000 -- -- 4,000 ---
Kere Kemp 1995 $ 82,500 $ 40,425 -- -- 7,000 ---
Vice President 1996 $ 88,275 $ 35,000 -- -- 3,000 ---
Clinical Research 1997 $ 91,720 $ 65,000 -- -- 4,000 ---
</TABLE>
OPTION GRANTS IN THE LAST FISCAL YEAR - The following tables summarizes
the named officers' stock option grants during fiscal year 1997.
OPTIONS GRANTED IN FISCAL YEAR 1997
<TABLE>
<CAPTION>
Number of Potential Gain at Assumed Annual
Shares Percent of Rates of Stock Price Appreciation
Covered by Total Options Exercise for Option Term
Stock Options Granted to Price Per Expiration ---------------------------------
Name Granted Employees Share Date 5% 10%
---- ------- --------- ------- ----------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Joseph A. Sasenick 5,000 33% $22.50 2006 $70,750 $179,296
John P. Richards 4,000 27% $22.50 2006 $56,600 $143,437
G. Kere Kemp 3,000 20% $22.50 2006 $42,450 $107,578
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of
Shares Number of Shares Covered Value of Un-exercised
Acquired on Value by Un-exercised Options at In-the-Money Options at
Name Exercise Realized May 31, 1997 May 31, 1997
- ---- ---------- -------- ----------------------------- -----------------------------
Exercisable Un-exercisable Exercisable Un-exercisable
----------- -------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Joseph A. Sasenick -- -- 124,230 17,000 $2,993,174 $206,000
John P. Richards -- -- 38,000 16,000 $881,500 $197,500
G. Kere Kemp -- -- 15,400 11,600 $326,200 $148,550
</TABLE>
COMPENSATION OF DIRECTORS
For the fiscal year ended May 31, 1997, outside Directors who do not also
benefit from a consulting agreement with the Company received $1,000 cash
compensation per Board Meeting attended, $6,000 annual cash retainer and an
annual grant of stock options having an aggregate exercise price of $25,000. In
the past fiscal year, this compensation applied to Mr. William G. Spears and
Dr. Aaron Stern. It did not apply to Mr. Thomas L. Kempner or Dr. Kenneth N.
May, both of whom have consulting arrangements with the Company, or to
Mr. Joseph A. Sasenick, who received salary as an Officer of the Company.
8
<PAGE>
PERFORMANCE GRAPH
Set forth below is a line graph comparing the performance of the
Company's Common Stock during the period May 31, 1992 through May 31, 1997 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
graph shown below is not necessarily indicative of future price performance.
[GRAPH]
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1992 1993 1994 1995 1996 1997
---------------------------------------------------------------------
ALCIDE 100 143.6 148.7 176.4 377.4 508.7
NASDAQ MARKET 100 120.3 126.6 150.6 219.0 246.5
PHARM. STOCKS 100 83.3 76.2 83.5 153.7 140.1
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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, February 4, 1994 and
August 14, 1995, 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 $200,107 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, January 1, 1994 and August 14, 1995, which will
expire at the option of either party provided reasonable notice is given, Mr.
Richards receives a salary of $129,764 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:
LOEB PARTNERS CORPORATION. During the fiscal year ended May 31, 1997,
the Company paid Loeb Partners Corporation $60,000 in cash for executive and
management services provided by Mr. Kempner and Mr. Norman N. Mintz. Mr.
Kempner holds approximately 51% of the voting equity of Loeb Holding
Corporation, of which Loeb Partners is a 100% wholly-owned operating subsidiary.
The Company believes that the terms of its consulting agreement with
Loeb are 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. 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, Mr. Kempner
abstained from voting on such issue.
KENNETH N. MAY. During the fiscal year ended May 31, 1997, the
Company paid Dr. Kenneth N. May 516 shares of Alcide Common Stock having an
aggregate purchase price of $12,014, plus $24,000 cash for consulting services
in the field of pathogen control on poultry and other food products.
The Company believes that the terms of its consulting agreement with
Dr. May are at least as favorable to the Company as could have been provided by
unaffiliated third parties.
(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 $3,241,055 since
1983. During fiscal year 1997 and 1996, the amounts indicated below were paid
to the following individuals and entities, certain of whose principals were
members of the Board: Loeb Investors Co. V., $22,114 and $19,543; Loeb
Investors Co. VIII, $873 and $772, respectively.
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 1998 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.
ANNUAL REPORT
The annual report of the Company for the year ended May 31, 1997
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.
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 1998 Annual Meeting of Stockholders is presently scheduled to be
held on October 13, 1998. 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
1998 Annual Meeting of Stockholders must submit such proposals to the secretary
of the Company no later than April 29, 1998.
11
<PAGE>
ALCIDE CORPORATION
8561 154th Avenue NE, Redmond, WA 98052
This Proxy is Solicited on Behalf of the Board of Directors
for the Annual Meeting of the Stockholders, October 14, 1997
The undersigned hereby appoints John P. Richards and Norman N. Mintz 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 14, 1997, and at any adjournment thereof, upon
matters properly coming before the meeting, as set forth in the related
Notice of Meeting and Proxy Statement, which has 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
(except as marked to the contrary below) for all nominees listed below
Nominees: Thomas L. Kempner, Joseph A. Sasenick, William G. Spears 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.
2. Ratification of the selection of Arthur Andersen LLP as the independent
auditors of the Company for the fiscal year ending May 31, 1998.
(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
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Signature if held jointly
Dated: , 1997
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PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
