SCHEDULE 14A INFORMATION
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Dionex Corporation
(Name of Registrant as Specified In Its Charter)
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DIONEX CORPORATION
501 MERCURY DRIVE
SUNNYVALE, CALIFORNIA 94086
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 27, 1999
TO THE STOCKHOLDERS OF DIONEX CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Dionex
Corporation, a Delaware corporation (the "Company"), will be held at Dionex
Corporation, 501 Mercury Drive, Sunnyvale, California, on Wednesday, October 27,
1999 at 9:00 a.m. for the following purposes:
1. To elect five directors to serve for the ensuing year and until their
successors are elected.
2. To approve an amendment to the Company's Certificate of Incorporation to
increase the
authorized number of shares of Common Stock from 40,000,000 to 80,000,000.
3. To approve an amendment to the Dionex Corporation Stock Option Plan to
increase the
aggregate number of shares of Common Stock authorized for issuance under the
plan by 650,000 shares.
4. To ratify the selection of Deloitte & Touche LLP as the Company's
independent auditors for its fiscal year ending June 30, 2000.
5. To transact such other business as may properly come before the meeting or
any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy Statement
accompanying this Notice.
The Board of Directors has fixed the close of business on September 7, 1999 as
the record date for the determination of stockholders entitled to notice of and
to vote at this Annual Meeting and at any adjournment or postponement thereof.
BY ORDER OF THE BOARD OF DIRECTORS
JAMES C. GAITHER
Secretary
Sunnyvale, California
September 10, 1999
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN
PERSON. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS
POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING. A RETURN
ENVELOPE (WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES) IS
ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE GIVEN YOUR PROXY, YOU MAY
STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE NOTE, HOWEVER, THAT
IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND
YOU WISH TO VOTE AT THE MEETING, YOU MUST BRING TO THE MEETING A LETTER
FROM THE BROKER, BANK OR OTHER NOMINEE CONFIRMING YOUR BENEFICIAL
OWNERSHIP OF THE SHARES. ADDITIONALLY, IN ORDER TO VOTE AT THE MEETING,
YOU MUST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.
DIONEX CORPORATION
501 Mercury Drive
Sunnyvale, California 94086
1999 Proxy Statement
Information Concerning Solicitation and Voting General
The enclosed proxy is solicited on behalf of the Board of Directors of the
Company (the "Board") for use at the Annual Meeting of Stockholders to be held
on Wednesday, October 27, 1999, at 9:00 a.m. local time (the "Annual Meeting"),
or at any adjournment or postponement thereof, for the purposes set
forth herein and in the accompanying Notice of Annual Meeting. The Annual
Meeting will be held at Dionex Corporation, 501 Mercury Drive, Sunnyvale,
California.
Solicitation
The Company will bear the entire cost of solicitation of proxies, including
preparation, assembly, printing and mailing of this proxy statement, the proxy
and any additional information furnished to stockholders. Copies of
solicitation materials will be furnished to banks, brokerage houses, fiduciaries
and custodians holding in their names shares of Common Stock beneficially owned
by others to forward to such beneficial owners. The Company may reimburse
persons representing beneficial owners of Common Stock for their costs of
forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular employees of the
Company. No additional compensation will be paid to directors, officers or
other regular employees for such services.
The Company intends to mail this proxy statement and accompanying proxy card on
or about September 10, 1999, to all stockholders entitled to vote at the Annual
Meeting.
Voting Rights and Outstanding Shares
Only holders of record of Common Stock at the close of business on September 7,
1999 will be entitled to notice of and to vote at the Annual Meeting. At the
close of business on September 7, 1999, the Company had outstanding and entitled
to vote ________ shares of Common Stock. Each holder of record of Common Stock
on such date will be entitled to one vote for each share held on all matters to
be voted upon at the Annual Meeting.
All votes will be tabulated by the inspector of election appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted towards a
quorum, but are not counted for any purpose in determining whether a matter has
been approved.
Revocability of Proxies
Any person giving a proxy pursuant to this solicitation has the power to revoke
it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's principal executive office, 501
Mercury Drive, Sunnyvale, California 94086, a written notice of
revocation or a duly executed proxy bearing a later date, or it may be revoked
by attending the meeting and voting in person. Attendance at the meeting will
not, by itself, revoke a proxy.
Stockholder Proposals
The deadline for submitting a stockholder proposal for inclusion in the
Company's proxy statement and form of proxy for the Company's 2000 annual
meeting of stockholders pursuant to Rule 14a-8 of the Securities and Exchange
Commission (the "Commission") is May 13, 2000. The deadline for submitting a
stockholder proposal or a nomination for director that is not to be included in
such proxy statement and proxy is July 30, 2000. Stockholders are also advised
to review the Company's By-Laws, which contain additional requirements with
respect to advance notice of stockholder proposals and director nominations.
PROPOSAL 1
ELECTION OF DIRECTORS
There are five nominees for the five Board positions presently authorized in the
Company's Bylaws. Each director to be elected will hold office until the next
annual meeting of stockholders and until his successor is elected and has
qualified, or until such director's earlier death, resignation or
removal. Each nominee listed below is currently a director of the Company,
having been elected by the stockholders.
Shares represented by executed proxies will be voted, if authority to do so is
not withheld, for the election of the five nominees named below. In the event
that any nominee should be unavailable for election as a result of an unexpected
occurrence, such shares will be voted for the election of such
substitute nominee as management may propose. Each person nominated for
election has agreed to serve if elected, and management has no reason to believe
that any nominee will be unable to serve. Directors are elected by a plurality
of the votes of the holders of Common Stock present in person or represented by
proxy and entitled to vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE.
Nominees
The following information pertains to the nominees, their principal occupations
for the preceding five-year period, certain directorships, and their ages as of
August 31, 1999.
Name Age Principal Occupation/Positions Held with
the Company
David L. Anderson 55 Managing Director, Sutter Hill Ventures
James F. Battey 78 Independent Investor
A. Blaine Bowman 53 President and Chief Executive Officer
B.J. Moore 63 Management Consultant
Riccardo Pigliucci 52 Chairman and Chief Executive Officer,
Discovery Partners International
Mr. Anderson has been a managing director or general partner of Sutter Hill
Ventures, a venture capital investment partnership, since 1974. Mr. Anderson
has served as a director of the Company since it began operations in 1980 and
previously served as a director of the predecessor of the Company. Mr.
Anderson is also a director of, BroadVision, Inc. and Molecular Devices
Corporation.
Dr. Battey was President and Chief Executive Officer of Psi Star, Inc., which
manufactured equipment used in the production of computer circuit boards, from
1981 until May 1987, and Chairman of the Board of Psi Star from May 1987 until
his retirement in May 1990. Dr. Battey has served as a director of the Company
since it began operations in 1980 and previously served as a director of the
predecessor of the Company.
Mr. Bowman has served as the Company's President and Chief Executive Officer and
as a director since the Company began operations in 1980. Mr. Bowman is also a
director of Molecular Devices Corporation.
Mr. Moore is an independent management consultant. From December 1985 until
July 1991, he was President of Outlook Technology, Inc., a company that
manufactured and sold high performance instrumentation and was merged with
Biomation Corporation in August 1991. He has served as a director
of the Company since it began operations in 1980 and previously served as a
director of the predecessor of the Company. Mr. Moore is also a director of
Adaptec, Inc. and American Xtal Technology, Inc.
Mr. Pigliucci is Chairman and Chief Executive Officer of Discovery Partners
International, a supplier of equipment and services to the drug discovery
market. From 1996 to 1997, Mr. Pigliucci was Chief Executive Officer of Life
Sciences International, a supplier of scientific equipment and consumables to
research, clinical and industrial markets. Prior to that, he held numerous
management positions during his 23-year career at Perkin-Elmer Corporation, a
life science and analytical instrument company, including President and Chief
Operating Officer from 1993 to 1995. He was elected as a director of the
Company in March 1998. Mr. Pigliucci is also a director of Biosphere Medical
Corporation.
Meetings; Committees
During the fiscal year ended June 30, 1999, the Board held seven meetings. The
Board has two committees, an Audit Committee and a Compensation Committee. The
Audit Committee recommends engagement of the Company's independent auditors,
approves services performed by such auditors, and reviews and evaluates the
Company's accounting system and its system of internal accounting controls.
The Audit Committee, consisting of Messrs. Anderson, Moore and Pigliucci and
Dr. Battey, held one meeting during the fiscal year ended June 30, 1999.
The Compensation Committee reviews and administers the compensation of the
Company's officers and certain members of senior management of the Company.
The members of the Compensation Committee are Messrs. Anderson, Moore and
Pigliucci and Dr. Battey. During the fiscal year ended June 30, 1999, the
Compensation Committee held two meetings.
During the fiscal year ended June 30, 1999, each Board member attended 100% of
the meetings of the Board and the committees upon which such member served.
PROPOSAL 2
APPROVAL OF INCREASE IN NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors has determined that it is advisable to increase the
Company's authorized Common Stock and has adopted, subject to stockholder
approval, an amendment to the Company's Certificate of Incorporation to
increase the Company's authorized number of shares of Common Stock from
40,000,000 shares to 80,000,000 shares.
As of August 1, 1999, 22,284,416 shares of Common Stock were issued and
outstanding and an additional 4,097,449 shares were reserved for issuance upon
the exercise of options granted under the Company's stock option and stock
purchase plans. Accordingly, a total of only 13,618,135 shares of Common Stock
are available for future issuance.
Although the Board of Directors currently has no plans to issue the additional
shares of Common Stock, it desires to have such shares available to provide
additional flexibility to use its capital stock for business and financial
purposes in the future. The additional shares may be used, without further
stockholder approval, for various purposes including, without limitation,
raising capital, effecting stock splits through payment of a stock dividend,
providing equity incentives to employees, officers, directors or consultants,
opposing a hostile takeover attempt or delaying or preventing changes in
control or management of the Company, or establishing strategic relationships
with other companies and expanding the Company's business or product lines
through the acquisition of other businesses or products.
The additional Common Stock to be authorized by adoption of the amendment would
have rights identical to the currently outstanding Common Stock of the Company.
Adoption of the proposed amendment and issuance of the Common Stock would not
affect the rights of the holders of currently outstanding Common Stock of the
Company, except for effects incidental to increasing the number of outstanding
shares of the Company's Common Stock, such as dilution of the earnings per
share and voting rights of current holders of Common Stock. If the amendment
is adopted, it will become effective upon filing of a Certificate of Amendment
of the Company's Certificate of Incorporation with the Secretary of State of
Delaware.
The affirmative vote of the holders of a majority of the outstanding shares of
Common Stock will be required to approve this amendment to the Company's
Certificate of Incorporation. As a result, abstentions and broker non-votes
will have the same effect as negative votes.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.
PROPOSAL 3
APPROVAL OF INCREASE IN NUMBER OF SHARES OF COMMON STOCK
AUTHORIZED FOR ISSUANCE UNDER DIONEX CORPORATION STOCK OPTION PLAN
In July 1999, the Board approved an amendment to the Dionex Corporation Stock
Option Plan (the "Plan"), subject to stockholder approval, increasing the
number of shares of Common Stock authorized for issuance under the Plan by
650,000 shares and extending the term of the Plan to July 27, 2009. At
June 30, 1999, options to purchase a total of 2,803,031 shares had been granted
and were outstanding under the Plan and the Company's now-expired 1984
Supplemental Stock Option Plan and 1,653,308 shares (plus any shares that might
be returned to the Plan as a result of cancellations or expiration of options)
remained available for future grant under the Plan. During the fiscal year
ended June 30, 1999, the Company granted to employees (excluding executive
officers) as a group options to purchase 41,200 shares at a weighted average
exercise price of $34.88 per share. There were no options granted to
executive officers in the fiscal year ended June 30, 1999.
Stockholders are requested in Proposal 2 to approve the amendments to the Plan.
If the stockholders fail to approve Proposal 2, the number of shares available
for future grant under the Plan will remain at 1,653,308 and the Plan will
terminate on July 26, 2005. The affirmative vote of a majority of the shares
present in person or represented by proxy and entitled to vote at the meeting
will be required to approve the amendments to the Plan. Abstentions will be
counted towards the tabulation of votes cast on proposals presented to the
stockholders and will have the same effect as negative votes. Broker non-votes
are counted towards a quorum, but are not counted for any purpose in determining
whether this matter has been approved.
The essential features of the Plan, as amended, are outlined below:
The Plan provides for the grant of both incentive and nonstatutory stock
options.
Incentive stock options granted under the Plan are intended to qualify as
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). Nonstatutory stock options
granted under the Plan are intended not to qualify as incentive stock option's
under the Code. See "Federal Income Tax Information" for a discussion
of the federal income tax treatment of incentive and nonstatutory stock options.
Purpose
The Plan was adopted to provide a means by which selected officers and employees
of and consultants to the Company and its affiliates could be given an
opportunity to purchase stock in the Company, to assist in retaining the
services of employees holding key positions, to secure and retain the services
of persons capable of filling such positions and to provide incentives for
such persons to exert maximum efforts for the success of the Company. As of
June 30, 1999, stock options had been granted to approximately 20% of the
Company's active employees.
Administration
The Plan is administered by the Board. The Board has the power to construe and
interpret the Plan and, subject to the provisions of the Plan, to determine the
persons to whom and the dates on which options will be granted, the number of
shares to be subject to each option, the time or times during the term of each
option within which all or a portion of such option may be exercised, the
exercise price, the type of consideration and other terms of the option. The
Board is authorized to delegate administration of the Plan to a committee
composed of not fewer than two members of the Board. The Board has delegated
administration of the Plan to the Compensation Committee of the Board. As used
herein with respect to the Plan, the "Board" refers to the Compensation
Committee as well as to the Board itself.
Pursuant to the Plan, directors who serve as members of the Compensation
Committee must be "outside directors." This limitation excludes from the
Compensation Committee (i) current employees of the Company, (ii) former
employees of the Company receiving compensation for past services (other than
benefits under a tax-qualified pension plan), (iii) current and former officers
of the Company, and (iv) directors currently receiving direct or indirect
remuneration from the Company in any capacity (other than as a director),
unless any such person is otherwise considered an "outside director" for
purposes of Section 162(m) of the Code.
Eligibility
Incentive stock options may be granted under the Plan only to selected key
employees (including officers) of the Company and its affiliates. Selected key
employees (including officers) and consultants, are eligible to receive
nonstatutory stock options under the Plan.
Directors who are not salaried employees of or consultants to the Company or to
any affiliate of the Company are not eligible to participate in the Plan.
No incentive option may be granted under the Plan to any person who, at the time
of the grant, own (or is deemed to own) stock possessing more than 10% of the
total combined voting power of the Company or any affiliate of the Company,
unless the option exercise price is at least 110% of the fair market value of
the stock subject to the option on the date of grant, and the term of the option
does not exceed five years from the date of grant. For incentive stock options
granted under the Plan, the aggregate fair market value, determined at the time
of grant, of the shares of Common Stock with respect to which such options are
exercisable for the first time by an optionee during any calendar year (under
all such plans of the Company and its affiliates) may not exceed $100,000.
The Plan limits grants to 200,000 shares of Common Stock for each employee for
each twelve-month period. The purpose of this limitation is generally to comply
with requirements for options granted with an exercise price at least equal to
fair market value of the Common Stock on the date of grant to qualify as
"performance-based compensation" under Code Section 162(m), such that the
Company may continue to be able to deduct for tax purposes the compensation
attributable to the exercise of such options granted under the Plan.
Stock Subject to the Plan
If options granted under the Plan expire or otherwise terminate without being
exercised, the Common Stock not purchased pursuant to such options again becomes
available for issuance under the Plan.
Terms of Options
The following is a description of the permissible terms of options under the
Plan. Individual option grants may be more restrictive as to any or all of the
permissible terms described below.
Exercise Price; Payment. The exercise price of incentive stock options under
the Plan may not be less than the fair market value of the Common Stock subject
to the option on the date of the option grant, and, in some cases (see
"Eligibility" above), may not be less than 110% of such fair market value. The
exercise price of nonstatutory options under the Plan may not be less
than 85% of the fair market value of the Common Stock subject to the option on
the date of the option grant. However, if options are granted with exercise
prices below fair market value, deductions for compensation attributable to the
exercise of such options could be limited by Code Section 162(m). See "Federal
Income Tax Information." At August 2, 1999, the closing price of the Company's
Common Stock as reported on The Nasdaq National Market was $42.75 per share.
The exercise price of options granted under the Plan must be paid either: (a) in
cash at the time the option is exercised; or (b) at the discretion of the Board,
(i) by delivery of other Common Stock of the Company, (ii) pursuant to a
deferred payment arrangement; or (iii) in any other form of legal consideration
acceptable to the Board.
Option; Exercise. Options granted under the Plan may become exercisable in
cumulative increments ("vest") as determined by the Board. Shares covered by
currently outstanding options under the Plan typically vest in 25% increments
each year beginning one year from the date of the grant. Shares covered by
options granted in the future under the Plan may be subject to different
vesting terms. The Board has the power to accelerate the time during which an
option may be exercised. In addition, options granted under the Plan may permit
exercise prior to vesting, but in such event the optionee may be required to
enter into an early exercise stock purchase agreement that allows the Company to
repurchase shares not yet vested at their exercise price should the optionee
leave the service of the Company before vesting. To the extent provided by the
terms of an option, an optionee may satisfy any federal, state or local tax
withholding obligation relating to the exercise of such option by a cash payment
upon exercise, by authorizing the Company to withhold a portion of the stock
otherwise issuable to the optionee, by delivering already-owned stock of the
Company or by a combination of these means.
Term. The maximum term of options under the Plan is ten years, except that in
certain cases (see "Eligibility") the maximum term is five years. Options under
the Plan generally terminate 30 days after termination of the optionee's
employment or relationship as a consultant to the Company or any affiliate of
the Company, unless (a) such termination is due to such person's permanent and
total disability (as defined in the Code), in which case the option may,
but need not, provide that it may be exercised at any time within one year of
such termination; (b) the optionee dies while employed by or serving as a
consultant or director of the Company or any affiliate of the Company, or within
30 days after termination of such relationship, in which case the option may,
but need not, provide that it may be exercised (to the extent the option was
exercisable at the time of the optionee's death) within 18 months of the
optionee's death by the person or persons to whom the rights to such option pass
by will or by the laws of descent and, distribution; or (c) the option by its
terms specifically provides otherwise. Individual options by their terms may
provide for exercise within a longer period of time following termination of
employment or the consulting relationship. The option term may also be extended
in the event that exercise of the option within these periods is prohibited for
specified reasons.
Adjustment Provisions
If there is any change in the stock subject to the Plan or subject to any option
granted under the Plan (through merger, consolidation, reorganization,
recapitalization, stock dividend, dividend in property other than cash, stock
split, liquidating dividend, combination of shares, exchange of shares, change
in corporate structure or otherwise), the Plan and options outstanding
thereunder will be appropriately adjusted as to the class and the maximum number
of shares subject to such plan, the maximum number of shares which may be
granted to an optionee during any twelve-month period, and the class, number of
shares and price per share of stock subject to such outstanding options.
Effect of Certain Corporate Events
The Plan provides that, in the event of a dissolution or liquidation of the
Company, specified type of merger or other corporate reorganization, to the
extent permitted by law, any surviving corporation will be required to either
assume options outstanding under the Plan or substitute similar options for
those outstanding under such plan, or such outstanding options will
continue in full force and effect. In the event that any surviving corporation
declines to assume or continue options outstanding under the Plan, or to
substitute similar options, then the time during which such options may be
exercised will be accelerated and the options terminated if not exercised during
such time. The acceleration of an option in the event of an acquisition or
similar corporate event may be viewed as an antitakeover provision, which may
have the effect of discouraging a proposal to acquire or otherwise obtain
control of the Company.
Duration, Amendment and Termination
The Board may suspend or terminate the Plan without stockholder approval or
ratification at any time or from time to time. Excluding any such action by the
Board, if the stockholders approve Proposal 2, then the Plan will terminate on
July 27, 2009, and if the stockholders fail to approve Proposal 2, then the Plan
will terminate on July 26, 2005.
The Board may also amend the Plan at any time or from time to time. However, no
amendment will be effective unless approved by the stockholders of the Company
if the amendment requires stockholder approval in order to satisfy the
requirements of Section 422 of the Code or Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The Board may submit any
other amendment to the Plan for stockholder approval, including, but not limited
to, amendments intended to satisfy the requirements of Section 162(m) of the
Code regarding the exclusion of performance-based compensation from the
limitation on the deductibility of compensation to certain employees.
Restrictions on Transfer
Under the Plan, an incentive stock option may not be transferred by the optionee
other than by will or by the laws of descent and distribution, and during the
lifetime of the optionee, may be exercised only by the optionee. A nonstatutory
stock option may not be transferred except by will or by the laws of descent and
distribution or under certain other limited circumstances. In any case, the
optionee may designate in writing a third party who may exercise the option in
the event of the optionee's death. In addition, shares subject to repurchase by
the Company under an early exercise stock purchase agreement may be subject to
restrictions on transfer as the Board deems appropriate.
Federal Income Tax Information
Incentive Stock Options. Incentive stock options under the Plan are intended to
be eligible for the favorable federal income tax treatment accorded "incentive
stock options" under the Code.
There generally are no federal income tax consequences to the optionee or the
Company by reason of the grant or exercise of an incentive stock option.
However, the exercise of an incentive stock option may cause an optionee to
become subject to the alternative minimum tax or result in an increase in the
optionee's alternative minimum tax liability.
If an optionee holds stock acquired through exercise of an incentive stock
option for at least two years from the date on which the option is granted and
at least one year from the date on which the shares are transferred to the
optionee upon exercise of the option, any gain or loss on a disposition of such
stock will be capital gain or loss. Generally, if the optionee disposes of the
stock before the expiration of either of these holding periods (a "disqualifying
disposition"), at the time of disposition, the optionee will realize taxable
ordinary income equal to the lesser of (a) the excess of the stock's fair market
value on the date of exercise over the exercise price, or (b) the optionee's
actual gain, if any, on the purchase and sale. The optionee's additional gain,
or any loss, upon the disqualifying disposition will be a capital gain or loss,
which will be long-term or short-term depending on how long the stock was held.
Long-term capital gains currently are generally subject to lower tax rates than
ordinary income. The current maximum long-term capital gains rate for federal
income tax purposes is generally 20% for assets held more than 12 months. The
maximum ordinary income rate and short-term capital gains rate is effectively
39.6% at the present time. Slightly different rules may apply to optionees who
acquire stock subject to certain repurchase options or who are subject to
Section 16(b) of the Exchange Act.
To the extent the optionee recognizes ordinary income by reason of a
disqualifying disposition, the Company will generally be entitled (subject to
the requirement of reasonableness, the provisions of Section 162(m) of the Code
and the satisfaction of a tax reporting obligation) to a corresponding business
expense deduction in the tax year in which the disqualifying disposition
occurs.
Nonstatutory Stock Options. Nonstatutory stock options granted under the Plan
generally have the following federal income tax consequences:
There are no tax consequences to the optionee or the Company by reason of the
grant of a nonstatutory stock option. Upon exercise of a nonstatutory stock
option, the optionee normally will recognize taxable ordinary income equal to
the excess of the stock's fair market value on the date of exercise over the
option exercise price. Generally, with respect to employees, the Company is
required to withhold from regular wages or supplemental wage payments an amount
based on the ordinary income recognized. Subject to the requirement of
reasonableness, the provisions of Section 162(m) of the Code and the
satisfaction of a tax reporting obligation, the Company will generally be
entitled to a business expense deduction equal to the taxable ordinary
income realized by the optionee. Upon disposition of the stock, the optionee
will recognize a capital gain or loss equal to the difference between the
selling price and the sum of the amount paid for such stock plus any amount
recognized as ordinary income upon exercise of the option.
Such gain or loss will be long or short-term depending on how long the stock
was held. Slightly different rules may apply to optionees who acquire stock
subject to certain repurchase options or who are subject to Section 16(b) of the
Exchange Act.
Potential Limitation on Company Deductions. Section 162(m) of the Code denies a
deduction to any publicly held corporation for compensation paid to certain
employees in a taxable year to the extent that compensation exceeds $1,000,000
for a covered employee. It is possible that compensation attributable to stock
options, when combined with all other types of compensation received by a
covered employee from the Company, may cause this limitation to be exceeded in
any particular year.
Certain kinds of compensation, including qualified "performance-based
compensation," are disregarded for purposes of the deduction limitation. In
accordance with Treasury regulations issued under Section 162(m), compensation
attributable to stock options will qualify as performance-based compensation,
provided that the option is granted by a compensation committee comprised solely
of "outside directors" and either: (i) the option plan contains a per
employee limitation on the number of shares for which options may be granted
during a specified period, the per employee limitation is approved by the
stockholders and the exercise price of the option is no less than the fair
market value of the stock on the date of grant; or (ii) the option is
granted (or exercisable) only upon the achievement (as certified in writing by
the compensation committee) of an objective performance goal established in
writing by the compensation committee while the outcome is substantially
uncertain, and the option is approved by stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 3.
PROPOSAL 4
APPROVAL OF INDEPENDENT AUDITORS
Deloitte & Touche LLP ("Deloitte & Touche") has served as the Company's
independent auditors with respect to the Company's books and accounts since the
Company began operations in 1980.
The stockholders are being asked to ratify the approval of Deloitte & Touche as
independent auditors for the fiscal year ending June 30, 2000. Although it is
not required to do so, the Board is submitting the approval of Deloitte & Touche
to the stockholders for ratification as a matter of good corporate practice.
Should the stockholders fail to provide such ratification, the Board would
reconsider its approval of Deloitte & Touche as independent auditors for the
fiscal year ending June 30, 2000. Even if the selection is ratified, the Board
in its discretion may direct the appointment of a different independent auditing
firm at any time during the year if the Board determines that such a change
would be in the best interests of the Company and its stockholders.
Representatives of Deloitte & Touche are expected to be present at the Annual
Meeting of Stockholders. They do not expect to make any statement, but will
have the opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions.
The affirmative vote of the holders of a majority of the Common Stock present in
person or represented by proxy and entitled to vote on the proposal at the
Annual Meeting will be required to ratify the selection of Deloitte & Touche.
THE BOARD OF DIRECTORS RECOMMENDS RATIFICATION
OF THE SELECTION OF DELOITTE & TOUCHE
SECURITY OWNERSHIP
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership of
the Company's Common Stock as of August 1, 1999 by (i) each director, (ii) each
Named Executive Officer (as defined under "Executive Compensation"), (iii) all
executive officers and directors as a group and (iv) all those known by the
Company to be beneficial owners of more than five percent of its Common Stock:
Beneficial Ownership(1)
Number of
Name of Beneficial Owner Shares Percent of Shares
Pioneering Investment Management Corporation(2) 2,176,000 9.8%
60 State Street
Boston, MA 02109
Janus Capital Corporation(3) 2,113,645 9.5%
100 Fillmore Street #3
Denver, CO 80206
A. Blaine Bowman(4) 1,402,188 6.1%
James F. Battey 535,980 2.4%
Barton Evans, Jr.(4) 310,626 1.4%
David L. Anderson(4) 292,032 1.3%
Christopher Pohl(4) 92,863 *
Michael Pope(4) 67,824 *
Bruce Barton (4) 69,580 *
B. J. Moore(4) 40,040 *
Riccardo Pigliucci(4) 5,000 *
All executive officers and directors as a
group(12 persons)(5) 2,957,841 12.5%
*Less than one percent.
(1) This table is based upon information supplied by officers, directors and
principal stockholders and Schedules 13D and 13G filed with the Securities and
Exchange Commission (the "SEC"). Unless otherwise indicated in the footnotes to
this table, and subject to community property laws where applicable, each of the
stockholders named in this table has sole voting and investment power with
respect to the shares indicated as beneficially owned. Applicable percentages
are based on 22,284,416 shares outstanding on August 1, 1999 adjusted as
required by rules promulgated by the SEC.
(2) Pioneering Investment Management Corporation is a registered investment
advisor. As of August 1, 1999, Pioneering Investment Management Corporation had
sole dispositive and voting power with respect to all of the shares set forth
above.
(3) Janus Capital Corporation is a registered investment advisor. As of
August 1, 1999, Janus Capital Corporation had shared dispositive and voting
power with respect to all of the shares set forth above.
(4) Includes shares subject to outstanding stock options that were exercisable
on August 1, 1999 or that could become exercisable within 60 days thereafter, as
follows: Mr. Bowman, 716,000 shares; Mr. Evans, 226,000 shares; Mr. Anderson,
10,000 shares; Mr. Barton, 67,000 shares; Mr. Pohl, 85,500 shares; Mr. Pope,
59,500 shares; Mr. Moore, 6,000 shares; and Mr. Pigliucci, 5,000 shares.
(5) Includes shares described in the notes above, as applicable, and 131,750
shares subject to outstanding stock options held by other executive officers of
the Company that were exercisable on August 1, 1999 or could become exercisable
within 60 days thereafter.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Exchange Act requires the Company's directors and executive
officers, and persons who own more than ten percent of a registered class of the
Company's equity securities, to file with the SEC initial reports of ownership
and reports of changes in ownership of Common Stock and other equity securities
of the Company. Executive officers, directors and greater than ten percent
stockholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended June 30, 1999, the Company's
executive officers and directors complied with applicable Section 16(a)
filing requirements.
EXECUTIVE COMPENSATION
Compensation of Directors
Each Non-Employee Director received an annual fee of $16,500 in fiscal 1999 and
$1,000 for each regularly scheduled meeting attended, including the Audit
Committee meeting, and $800 for every other meeting attended. In July 1999, the
Board approved an increase in the fee paid to each Non-Employee Director for
attending regularly scheduled meetings from $1,000 to $1,250. A Non-Employee
Director is defined as a director who is not an employee of the Company or any
parent corporation or subsidiary corporation of the Company as those terms are
defined in Sections 424(e) and (f), respectively, of the Code (hereinafter and
"Affiliate"), and has not been an employee or the Company or any Affiliate
for all or part of the preceding fiscal year. The annual fee payable to Non-
Employee Directors during fiscal 2000 will remain the same as in fiscal 1999.
In addition, each Non-Employee Director is eligible for option grants under the
Company's 1998 Directors' Stock Option Plan (the "Directors' Plan"). The
Directors' Plan is administered by the Board.
On the date of the annual meeting of stockholders, each member of the Board who
is a Non-Employee Director, as defined above, is automatically granted under the
Directors' Plan, without further action by the Company, the Board or the
stockholders of the Company, an option to purchase 4,000 shares of Common Stock
of the Company. Until July 1999, each person who was elected for the first time
to be a Non-Employee Director was automatically granted an option to purchase
20,000 shares of the Common Stock of the Company. In July 1999, the Board
amended the Directors' Plan to decrease this initial grant to 10,000 shares for
Non-Employee Directors joining the Board after such date. The exercise price of
options granted under the Directors' Plan is 100% of the fair market value of
the Common Stock subject to the option on the date of the option grant. Options
granted under the Directors' Plan vest in 25% increments each year beginning one
year from the date of grant. The term of options granted under the Directors'
Plan is five years from the date granted.
During the last fiscal year, the Company granted options covering 12,000 shares
to the Non-Employee Directors of the Company at a weighted average exercise
price per share of $24.50. Options to purchase 12,000 shares of Common Stock
granted under the Directors' Plan were exercised during fiscal 1999, and the
value realized upon exercise of such options was $301,245.
Compensation of Executive Officers
The following table sets forth, for the fiscal years ended June 30, 1999, 1998,
and 1997, certain compensation awarded or paid to, or earned by, the Company's
Chief Executive Officer and the Company's four other most highly compensated
executive officers at June 30, 1999 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Awards
Number of
Shares of
Common Stock
Name and Principal Annual Compensation Underlying All Other
Position Year Salary(1) Bonus(2) Options Compensation(3)
A. Blaine Bowman 1999 $354,596 $400,497 -- $8,000
President and Chief Executive 1998 334,904 361,489 160,000 8,000
Officer 1997 319,904 345,413 200,000 8,000
Barton Evans, Jr. 1999 $224,539 $147,369 -- $7,676
Senior Vice President 1998 209,238 127,699 40,000 7,995
1997 192,946 120,077 56,000 8,011
Bruce Barton 1999 $149,515 $ 92,607 -- $8,653
Vice President 1998 137,423 84,872 30,000 8,440
1997 125,954 81,972 36,000 8,080
Christopher Pohl 1999 $169,364 $ 81,450 -- $8,706
Vice President 1998 155,677 73,633 30,000 9,053
1997 142,832 54,867 36,000 8,282
Michael Pope 1999 $169,364 $ 92,676 -- $9,206
Vice President and Chief 1998 155,677 73,633 30,000 8,592
Financial Officer 1997 146,031 66,433 36,000 8,134
(1) Includes amounts earned but deferred at the election of the Named Executive
Officers pursuant to the Company's 401(k) Plan.
(2) Amounts shown include amounts earned under the Company's Employee Profit
Sharing Plan and the Management Bonus Plan. Under the Employee Profit Sharing
Plan, amounts earned in fiscal years 1999, 1998, and 1997, respectively, were as
follows: Mr. Bowman $80,497, $71,489 and $70,413; Mr. Evans $39,369, $34,669
and $33,077; Mr. Barton $25,607, $22,872 and $21,974; Mr. Pohl $26,450, $23,633
and $20,867; and Mr. Pope $27,676, $23,633 and $22,433. Under the Management
Bonus Plan, amounts earned in fiscal years 1999, 1998 and 1997, respectively,
were as follows: Mr. Bowman $320,000, $290,000 and $275,000; Mr. Evans
$108,000, $93,000 and $87,000; Mr. Barton $67,000, $62,000 and $60,000; Mr. Pohl
$55,000, $50,000 and $34,000; and Mr. Pope $65,000, $50,000 and $44,000.
(3) Amounts shown include Company contributions to the Company's 401(k) Plan.
(3) Includes $220,000, $190,000 and $175,000 deferred at the election of Mr.
Bowman for fiscal 1999, 1998 and 1997, respectively, pursuant to the
Company's compensation deferral plan established by the Company for Mr.
Bowman.
Stock Option Grants and Exercises
The Company grants options to its executive officers under the Dionex
Corporation Stock Option Plan. As of June 30, 1999, options to purchase a total
of 2,803,031 shares had been granted and were outstanding under the Plan and the
Company's now-expired 1984 Supplemental Stock Option Plan. Options to purchase
1,653,308 shares remained available for grant under the plan.
During the fiscal year ended June 30, 1999 there were no options granted to
Named Executive Officers.
The following table shows, for the fiscal year ended June 30, 1999, certain
information regarding options exercised by and held at year-end by the Named
Executive Officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
Value of
Unexercised
Number of Shares of In-the-Money
Common Stock Options at
Underlying Unexercised Fiscal Year
Number of Options at Fiscal Year End
Shares Acquired End Exercisable/ Exercisable/
Name On Exercise Value Realized(1) Unexercisable(2) Unexercisable(3)
Mr. Bowman 128,000 $4,384,500 716,000/220,000 $22,089,500/$4,383,750
Mr. Evans -- -- 226,000/58,000 6,882,000/1,168,500
Mr. Barton 3,000 117,138 67,000/40,500 1,835,875/803,812
Mr. Pohl 20,000 523,125 85,500/40,500 2,473,313/803,812
Mr. Pope 38,850 761,950 59,500/40,500 1,602,812/803,812
(1) Represents the fair market value of the underlying shares on the date of
exercise (based upon the closing sales price reported on the Nasdaq National
Market or the actual sales price if the shares were sold by the optionee) less
the exercise price.
(2) Includes both in-the-money and out-of-the-money options.
(3) Represents the fair market value of the underlying shares on the last day
of the fiscal year ($40.50 based on the closing sales price of the Common Stock
as reported on the Nasdaq National Market) less the exercise price.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board (the "Committee") consists of non-
employee directors and establishes compensation policy and practices for the
Company's Chief Executive Officer ("CEO") and its other executive officers. All
compensation at the Company is based upon a sustained high level of individual
performance and the Company's overall performance. The Committee provides
direction and makes recommendations on all compensation matters relating to
executive officers and other senior management employees, including stock option
grants.
Compensation Philosophy
The goal of the compensation program is to tie compensation to the attainment of
specific business and individual objectives, while providing compensation
sufficient to attract, retain, motivate and reward executive officers and other
key employees who contribute to the long-term success of the Company. In
furtherance of these goals, annual base salaries are generally set at levels
that take into account both competitive and performance factors. The Company
also relies to a significant degree on annual longer-range incentive
compensation in order to attract and motivate its executives. Incentive
compensation is variable and is closely tied to corporate performance to
encourage profitability growth and the enhancement of stockholder value. The
Company's total compensation package, composed of base salary, bonus awards and
stock option grants, is designed to be competitive with leading separations
science and high technology companies with which the Company competes for
peoples.
Cash-Based Compensation
Cash-based compensation paid to executive officers in fiscal 1999 consisted of
base salary, including amounts received pursuant to the Company's Employee
Profit Sharing Plan, and an annual incentive award under the Company's
Management Bonus Plan. For fiscal 1999, in making its competitive analysis of
cash-based executive compensation, the Committee reviewed surveys provided by
Towers Perrin, Hewitt and Associates and the Western Management Group, all
nationally recognized consulting organizations specializing in executive
compensation, of compensation paid to executive officers of separations science
and high technology companies.
Base Salary
The Committee annually reviews and adjusts each executive officer's base salary.
To ensure retention of qualified management, the Committee generally targets
base salaries paid to executive officers at competitive levels, based on the
surveys described above. In addition, when reviewing base salaries, the
Committee considers both qualitative and quantitative factors relating to
individual and corporate performance, levels of responsibility, prior experience
and breadth of knowledge. The Committee does not base its considerations on any
single one of these factors not does it specifically assign relative weights to
factors. In many instances, the qualitative factors necessarily involve a
subjective assessment by the Committee. Generally, in determining salary
adjustments for executive officers (other than the chief executive officer), the
Committee relies primarily on the evaluation and recommendations of Mr. Bowman.
Employee Profit Sharing Plan
The Company's Employee Profit Sharing Plan (the "EPSP") has been established to
reward all North American full-time employees of the Company, including
executive officers, for their contributions to the Company's profitability for
any given year. The structure of the EPSP provides for the development of a
compensation pool, the size of which is based on profits for a given year. In
fiscal 1999, each eligible employee, including each of the executive officers,
received pursuant to the EPSP an amount equal to 11.8% of such employee's
eligible compensation.
Annual Incentive Award
The Management Bonus Plan (the "MBP"), an annual incentive award plan, is the
variable pay program for officers and other senior managers of the Company. The
actual bonus award earned depends on the extent to which Company and individual
performance objectives are achieved for any given year. Company objectives
consist of achieving operating, strategic and financial goals that are
considered to be critical to the Company's fundamental long-term goal of
building stockholder value. The Company does not set any specific target levels
of compensation nor does it base its bonus determinations on achievement of all
criteria. At the end of each fiscal year, the Committee evaluates the degree to
which the Company has met its goals in light of its historical and industry-wide
performance. The Committee then determines individual awards under the MBP by
evaluating each participant's contribution to the achievement of the Company's
objectives and overall individual performance as well as by ensuring that
bonus awards remain at competitive levels.
Cash-based Compensation for Fiscal 1999
The amount of the aggregate of Mr. Bowman's base salary and EPSP award for
fiscal 1998, in addition to his annual bonus under the MBP, was in the fourth
quartile compared to the surveyed group of leading separations science and high
technology companies. Following a review of the above-described surveys, the
Committee set Mr. Bowman's base annual salary for fiscal 1999 at $355,000,
representing an increase of 6% over his base salary for fiscal 1998.
In setting Mr. Bowman's base salary and amount of award under the MBP, the
Committee took into account, in addition to competitive consideration, the
Committee's evaluation of Mr. Bowman's contribution to the performance of the
Company in fiscal 1999. In particular, the Committee took into
consideration the Company's financial performance, including sales growth and
profitability, as well as contributions by Mr. Bowman to achievements in
strategic planning and positioning. The Committee also considered Mr. Bowman's
leadership and experience in the separations science industry and the
scope of Mr. Bowman's responsibility. As the result of this assessment, Mr.
Bowman was awarded an annual bonus of $320,000.
Similar competitive consideration and corporate and individual performance
factors accounted for increases in base salaries and were taken into
consideration in determining awards under the MBP for other executive officers
for fiscal 1999. The percentage increase in base salaries of executive officers
ranged from 4% to 9%. The executive officers received awards under the MBP
ranging from 22% to 48% of their base salaries.
Long-Term Incentives
The Company utilizes a long-term incentive program, currently consisting of the
Dionex Corporation Stock Option Plan (the "Plan") and, until August 1994, also
consisting of the 1984 Supplemental Stock Option Plan, to further align the
interests of stockholders and management by creating common incentives related
to the possession by management of substantial economic interest in
the long-term appreciation of the Company's stock. In determining the size of
an option to be granted to an executive officer, the Committee takes into
account the officer's position and level of responsibility within the Company,
the officer's existing stock and unvested option holdings, the potential reward
to the officer if the stock price appreciates in the public market, and the
competitiveness of the officer's overall compensation arrangements, including
stock options. Additional long-term incentives are provided through the
Company's Employee Stock Participation Plan in which all eligible employees,
including eligible executive officers of the Company, may purchase stock of the
Company, subject to specified limits, at 85% of fair market value.
No options were granted to executive officers in fiscal 1999. In fiscal 1998,
Mr. Bowman was granted an option to purchase 160,000 shares and the other
executive officers were granted options to purchase shares in amounts ranging
from 18,000 to 40,000 shares.
Section 162(m) of the Code limits the Company to deduction, for federal income
tax purposes, of no more than $1 million of compensation paid to certain named
executive officers in a taxable year. Compensation above $1 million may be
deducted if it is "performance-based compensation." The Compensation Committee
has determined that stock options granted under the Plan with an exercise price
at least equal to the fair market value of the Company's common stock on the
date of grant shall be treated as "performance-based compensation." In fiscal
1996, the Company's stockholders approved an amendment to the Plan that enables
any compensation recognized by a Named Executive Officer as a result of the
grant of such a stock option that qualifies as "performance-based compensation"
and thus be deductible by the Company without regard to the $1 million limit
otherwise imposed by Code Section 162(m). The Committee believes that it is
quite unlikely that compensation, excluding the value of any stock options
granted under the Plan, paid to any Named Executive Officer in a taxable year
which is subject to the limitation will exceed $1 million.
DAVID L. ANDERSON
JAMES F. BATTEY
B. J. MOORE
RICCARDO PIGLIUCCI
PERFORMANCE MEASUREMENT COMPARISON
The following chart shows total stockholder return for the Standard & Poor's 500
Stock Index, a peer group index comprised of all public companies using SIC Code
3826 (Laboratory Analytical Instruments) (the "Peer Group") and for the
Company:
COMPARISON OF FIVE-YEAR TOTAL CUMULATIVE RETURN ON INVESTMENT
[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE CHART IN THE PRINTED MATERIAL.]
1994 1995 1996 1997 1998 1999
Dionex Corp 100.00 137.59 193.99 308.27 317.29 487.22
Industry Index 100.00 124.55 170.39 208.38 207.30 293.70
S&P 500 Index 100.00 126.07 158.85 213.97 278.51 341.89
ASSUMES $100 INVESTED JULY 1, 1994
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING JUNE 30, 1999
The material in this report is no "soliciting material," is not deemed "filed"
with the SEC and is not to be incorporated by reference in any filing of the
Company under the Securities Act of 1933 (the "Securities Act") or the
Exchange Act, whether made before or after the date hereof and irrespective of
any general incorporation language in any such filing.
This Section is not "soliciting material," is not deemed "filed" with the SEC
and is not to be incorporated by reference in any filing of the Company under
the Securities Act or the Exchange Act, whether made before or after the date
hereof and irrespective of any general incorporation language in any such
filing.
Upon written request of a stockholder, the Company will provide a list of
companies comprising the Peer Group as well as the list of companies that were
included in the prior year's Peer Group but are not included in this
year's Peer Group because such companies are not longer listed under the SIC
Code 3826 and companies that were not included in the prior year's Peer Group
but are included in this year's Peer Group because such companies are
currently, but were not in the prior year, listed under the SIC Code 3826.
The total return on investment (change in year-end stock price plus reinvested
dividends) for the Company, the Standard & Poor's 500 Stock Index and the Peer
Group, based on June 30, 1994 = 100. In accordance with the rules of the SEC,
the returns of companies comprising the Peer Group are weighted according to
their respective stock market capitalization at the beginning of each period for
which a return is indicated.
OTHER MATTERS
The Board does not know of any other matters that may come before the meeting.
If any other matters are properly presented to the meeting, it is the intention
of the persons named in the accompanying proxy to vote, or otherwise to act, in
accordance with their best judgment on such matters.
By Order of the Board of Directors
JAMES C. GAITHER
Secretary
September 10, 1999
PROXY
DIONEX CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 27, 1999
The undersigned hereby appoints A. Blaine Bowman and Michael
Pope, and each of them, as attorneys and proxies of the
undersigned, with full power of substitution, to vote all of
the shares of stock of Dionex Corporation which the
undersigned may be entitled to vote at the Annual Meeting of
Stockholders of Dionex Corporation to be held at Dionex
Corporation, 501 Mercury Drive, Sunnyvale, California 94086
on October 27, 1999 at 9:00 a.m. local time, and at any and
all postponements, continuations and adjournments thereof,
with all powers that the undersigned would possess if
personally present, upon and in respect of the following
matters and in accordance with the following instructions,
with discretionary authority as to any and all other matters
that may properly come before the meeting.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES LISTED IN PROPOSAL 1 AND FOR
PROPOSALS 2, 3 AND 4, AS MORE SPECIFICALLY DESCRIBED IN THE
PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED,
THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.
VOTE BY TELEPHONE
It's fast, convenient, and immediate!
Call Toll-Free on a Touch-Tone Phone 1-877-PRX-VOTE
(1-877-779-8683).
Follow these four easy steps:
1. Read the accompanying Proxy Statement/Prospectus and
Proxy Card.
2. Call the toll-free number
1-877-PRX-VOTE (1-877-779-8683). For
shareholders residing outside the United
States call collect on a touch-tone phone
1-201-536-8073.
3. Enter your 14-digit Voter Control Number
located on your Proxy Card above your name.
4. Follow the recorded instructions.
YOUR VOTE IS IMPORTANT!
Call 1-877-PRX-VOTE anytime!
VOTE BY INTERNET
It's fast, convenient, and your vote is
immediately confirmed and posted.
Follow these four easy steps:
1. Read the accompanying Proxy Statement/Prospectus
and Proxy Card.
2. Go to the Website http://www.eproxyvote.com/dnex
3. Enter your 14-digit Voter Control Number located on your
proxy Card above your name.
4. Follow the instructions provided.
YOUR VOTE IS IMPORTANT!
Go to http://www.eproxyvote.com/dnex anytime!
DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE
OR INTERNET
DETACH HERE
/X/ Please mark votes as in this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES
FOR DIRECTOR LISTED BELOW AND FOR PROPOSAL 2, 3 AND 4.
1. To elect five directors to hold office until the next
Annual Meeting of Stockholders and until their successors
are elected. Nominees:
(01) David L. Anderson, (02) James F. Battey,
(03) A. Blaine Bowman, (04) B.J. Moore and (05) Riccardo
Pigliucci.
FOR ALL NOMINEES / /
/ / WITHHELD FROM ALL NOMINEES
/ / --------------------------------------
To withhold authority to vote for any nominee(s), write
such nominee(s)' name(s) above.
2. To approve an amendment to the Company's Certificate of
Incorporation to increase the authorized number of shares
of Common Stock from 40,000,000 to 80,000,000.
/ /FOR / /AGAINST / /ABSTAIN
3. To approve an amendment to the Dionex Corporation Stock
Option Plan to increase the aggregate number of shares of
Common Stock for issuance under the plan by 650,000
shares.
/ /FOR / /AGAINST / /ABSTAIN
4. To ratify the selection of Deloitte & Touche LLP as the
Company's independent auditors for its fiscal year ending
June 30, 2000.
/ /FOR / /AGAINST / /ABSTAIN
Please vote, date and promptly return this proxy in the
enclosed return envelope which is postage prepaid if mailed
in the United States.
Please sign exactly as your name appears hereon. If the
stock is registered in the names of two or more persons,
each should sign. Executors,administrators, trustees,
guardians and attorneys-in-fact should add their
titles. If signer is a corporation, please give full
corporate name and have a duly authorized officer sign,
stating title. If signer is a partnership, please
sign in partnership name by authorized person.
Signature:_________ Date:_____ Signature:________ Date:_____
