<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SYNBIOTICS CORPORATION
- - - - - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
SYNBIOTICS CORPORATION
- - - - - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
SYNBIOTICS CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 27, 1996
The Annual Meeting of Shareholders of Synbiotics Corporation will be held at
the Radisson Suite Hotel (Rancho Bernardo), 11520 West Bernardo Court, San
Diego, California 92127, on June 27, 1996, at 10:30 a.m. for the following
purposes:
1. To elect six directors;
2. To consider a proposal to amend Article FOURTH of the Restated Articles
of Incorporation;
and to transact such other business as may properly come before the meeting
and any postponement or adjournment thereof.
The Board of Directors has fixed April 30, 1996, as the record date for
determining the shareholders entitled to notice of and to vote at the Annual
Meeting and any postponement or adjournment thereof.
WE WOULD BE GRATEFUL IF YOU WOULD PROMPTLY SIGN AND RETURN THE ENCLOSED PROXY
CARD.
Michael K. Green
Secretary
May 20, 1996
<PAGE>
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Synbiotics Corporation, a California corporation (the
"Company"), 11011 Via Frontera, San Diego, California 92127, of proxies in the
accompanying form to be used at the Annual Meeting of Shareholders to be held
at the Radisson Suite Hotel (Rancho Bernardo), 11520 West Bernardo Court, San
Diego, California 92127, at 10:30 a.m. on June 27, 1996, and any postponement
or adjournment thereof.
A proxy may be revoked at any time before it is exercised. Any shareholder
giving a proxy may revoke it prior to its use at the Annual Meeting (1) by
delivering a written notice expressly revoking the proxy to the Company's
Secretary at the Company's offices, (2) by signing and delivering to the
Company at its offices, or to the place of the Annual Meeting, a later dated
proxy or (3) by attending the Annual Meeting and casting his or her votes
personally. A proxy is not revoked by the death or incapacity of the maker
unless, before the vote is counted, written notice of such death or incapacity
is received by the Company.
On the matters coming before the Annual Meeting as to which a choice has been
specified by the shareholder on the proxy, the shares will be voted
accordingly. If no choice is so specified, the shares will be voted FOR the
election of the six nominees for director listed in this Proxy Statement, FOR
the approval of proposal 2 described in the Notice of Meeting and this Proxy
Statement, and in the discretion of the proxyholders as to any other business
which may properly come before the Annual Meeting.
April 30, 1996, has been fixed as the record date for determining the
shareholders entitled to notice of and to vote at the Annual Meeting. As of
the close of business on such date, the Company had 5,974,880 shares of Common
Stock outstanding and entitled to vote. Outstanding shares of Common Stock are
entitled to one vote each on all matters. Under California law, shareholders
are permitted to cumulate votes for the election of directors whose names have
been placed in nomination. Therefore, in voting for directors, each
outstanding share of Common Stock would be entitled to six votes which may be
cast for one candidate or distributed in any manner among the nominees for
director. However, the right to cumulate votes in favor of one or more
candidates may not be exercised until the candidate or candidates have been
nominated and any shareholder has given notice at the Annual Meeting of the
intention to cumulate votes.
The proxyholders (if authority to vote for one or more nominees is not
withheld) will have full discretion and authority to vote cumulatively and to
allocate votes among any or all of the Board of Directors nominees as they may
determine or, if authority to vote for a specified candidate or candidates has
been withheld, among those candidates for whom authority to vote has not been
withheld.
The expense of printing and mailing proxy material will be borne by the
Company. The approximate date these proxy solicitation materials will be first
sent to shareholders is May 20, 1996.
ELECTION OF DIRECTORS
(ITEM 1 ON THE PROXY CARD)
Six directors are to be elected at the Annual Meeting to serve until the next
Annual Meeting and until their respective successors are elected or appointed.
Unless authority to vote for one or more nominees is withheld, it is intended
that the proxyholders will vote for the election of the nominees named below.
In the event any of them shall become unable or unwilling to accept nomination
or election, the shares represented by the enclosed proxy will be voted for
the election of such other person as the Board of Directors may recommend in
his place. Each of the nominees named is currently a member of the Board of
Directors of the Company.
-1-
<PAGE>
The following information is furnished regarding the nominees of the Company.
<TABLE>
<CAPTION>
NAME; POSITIONS; BUSINESS EXPERIENCE DURING THE DIRECTOR
PAST FIVE YEARS; DIRECTORSHIPS IN REPORTING COMPANIES SINCE AGE
- - - - - ------------------------------------------------------------- ---------- ----------
<S> <C> <C>
Patrick Owen Burns........................................... 1988 58
Vice President of R&D Funding Corp, an affiliate of
Prudential Securities Inc., and Senior Vice President of
Prudential Securities Inc. since 1986; Director of Ecogen,
Inc., Creative BioMolecules, Inc. and Texas Biotechnology
Corporation.
James C. DeCesare............................................ 1993 65
President and Chief Operating Officer of Boehringer
Ingelheim Animal Health from 1986 to 1992 when he retired;
currently a consultant to the animal health and
pharmaceutical industries.
M. Blake Ingle, Ph.D. ....................................... 1994 54
President and Chief Executive Officer of Canji, Inc. March
1993 to February 1996; Acting President of Telios
Pharmaceuticals, Inc. December 1994 to June 1995; President
and Chief Executive Officer of IMCERA Group, Inc. (now known
as Mallinckrodt Group Inc.) from 1991 to 1993; President and
Chief Operating Officer of IMCERA Group, Inc. (now known as
Mallinckrodt Group Inc.) from 1990 to 1991; Director of
Corvas International, Inc.
Robert J. Kunze.............................................. 1995 60
General Partner, H&Q Life Science Ventures, a San Francisco
based investment banking and venture capital firm, since
1987; Director of Intelligent Surgical Lasers, Inc. and
Abaxis, Inc.
Donald E. Phillips........................................... 1987 63
Chairman of the Board of Directors of the Company since
August 1994; Vice Chairman of the Board of Directors of the
Company from 1993 to August 1994; a consultant to IMCERA
Group, Inc. (now known as Mallinckrodt Group Inc.) from 1988
to 1990, when he retired; Director of Potash Corporation of
Saskatchewan (Canada).
Robert L. Widerkehr.......................................... 1992 58
President and Chief Executive Officer of the Company since
August 1992; Senior Vice President and Chief Operating
Officer of the Company from 1991 to 1992; Vice President for
the U.S. and Canada of SmithKline Beecham Animal Health from
1989 to 1991.
</TABLE>
The Board of Directors of the Company held a total of ten meetings during the
fiscal year ended December 31, 1995. Except for Mr. Kunze, each director
attended more than seventy-five percent (75%) of the meetings of the Board of
Directors (and the Board committees of which he was a member) held during the
time he was a member of the Board.
-2-
<PAGE>
The Company currently has Compensation and Audit Committees of the Board of
Directors. The Company does not have a Nominating Committee of the Board of
Directors. The current membership of each committee is as follows:
<TABLE>
<CAPTION>
COMPENSATION COMMITTEE AUDIT COMMITTEE
<S> <C>
James C. DeCesare Patrick Owen Burns, Chairman
M. Blake Ingle, Ph.D., Chairman Robert J. Kunze
Donald E. Phillips Donald E. Phillips
</TABLE>
The function of the Compensation Committee is to review the Company's
compensation policies. The Audit Committee oversees the Company's accounting
and financial reporting policies, reviews with the independent accountants the
accounting principles and practices followed, reviews the annual audit and
financial results and makes recommendations to the Board regarding any of the
preceding. The Audit Committee met three times and the Compensation Committee
met once during the fiscal year ended December 31, 1995.
Dr. Ingle became an executive officer of Telios Pharmaceuticals, Inc. in
December 1994, shortly after that company's primary product failed a clinical
trial. In January 1995, Telios filed a voluntary bankruptcy petition. The
Company believes these facts do not impugn Dr. Ingle's ability or integrity in
any way.
For their services as directors, each of the outside directors of the Company
received fees of $1,000, plus $500 for travel, for each Board of Directors
meeting attended, except for Mr. Burns. Fees payable to Mr. Burns are paid
instead to R&D Funding Corp. Outside directors do not receive any fees for
committee meetings attended as committee members. Employee directors do not
receive any fees for attendance at meetings of the Board of Directors or
committee meetings. In addition, Mr. Phillips was paid fees of $24,996 during
the fiscal year ended December 31, 1995 pursuant to a consulting agreement
with the Company. On July 12, 1995, pursuant to the Automatic Grant Program
under the 1995 Stock Option/Stock Issuance Plan (the "1995 Plan"), Mr.
Burns, Mr. DeCesare, Dr. Ingle and Mr. Phillips were each granted an option to
purchase 7,000 shares of Common Stock at $2.75 per share. The options, which
expire on July 12, 2005, vest ratably over a one-year period following the
grant date. On November 2, 1995, pursuant to the Automatic Grant Program under
the 1995 Plan, Mr. Kunze was granted an option to purchase 7,000 shares of
Common Stock at $3.25 per share. The option, which expires on November 2,
2005, vests ratably over a one-year period following the grant date.
EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
<TABLE>
<CAPTION>
NAME, AGE, AND BUSINESS EXPERIENCE
POSITION DURING THE PAST FIVE YEARS
- - - - - ------------------------------------------- -------------------------------------------
EXECUTIVE OFFICERS
<S> <C>
President and Chief Executive Officer - Robert L. Widerkehr (58)
since August 1992 Formerly, Senior Vice President and Chief
Operating Officer of the Company 1991 -
1992; Vice President for the U.S. and Can-
ada of SmithKline Beecham Animal Health
1989 - 1991
Vice President - Finance, Chief Financial Michael K. Green (40)
Officer and Secretary - since May 1991
</TABLE>
-3-
<PAGE>
SIGNIFICANT EMPLOYEES
<TABLE>
<S> <C>
Corporate Controller and Chief Accounting Keith A. Butler (34)
Officer - since March 1991
Director of Research and Development - John A. Cutting (57)
since August 1995 Formerly, Senior Manager of Research and
Development for the Company November 1993
- August 1995; Director of Research of AVID
Therapeutics, Inc., 1992 - November 1993;
Senior Scientist, Virology of Solvay Ani-
mal Health, 1985 - 1992
Director of Operations - Clifford Frank (46)
since September 1992 Formerly, Manager of Manufacturing for the
Company 1991 - 1992; President of Akorn
Pharmaceuticals and President of Walnut
Pharmaceuticals, a division of Akorn
Pharmaceuticals, 1990 - 1991
Manager - Business Development and Gregory A. Soulds (49)
International Marketing - since 1992 (with Formerly, Vice President - Marketing and
the Company since 1983) Sales for the Company 1989 - 1992
</TABLE>
-4-
<PAGE>
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of the Company's
Common Stock as of March 20, 1996, of each of the Company's directors,
director nominees, 5% shareholders and the Named Executive Officers, and of
the directors and executive officers of the Company as a group. Except as
noted, each person has sole investment and voting power over the shares shown.
Percentages are calculated in accordance with the method set forth in the
Securities and Exchange Commission's rules.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNER OF CLASS
- - - - - ------------------------------------------------------------ ---------- --------
<S> <C> <C>
Patrick Owen Burns(/1/)(/3/)................................ 504,053 8.1%
c/o R&D Funding Corp
1 Seaport Plaza
16th Floor
New York, NY 10292
James C. DeCesare(/3/)...................................... 24,250 *
5260 S. Landings Drive, #200
Ft. Myers, FL 33919
Michael K. Green(/3/)....................................... 30,000 *
c/o Synbiotics Corporation
11011 Via Frontera
San Diego, CA 92127
M. Blake Ingle, Ph.D.(/3/).................................. 10,250 *
Plaza Del Mar 300-6
12526 High Bluff Drive
San Diego, CA 92130
Robert J. Kunze(/2/)(/3/)................................... 492,541 7.9%
c/o H&Q Life Science Ventures
One Bush Street
San Francisco, CA 94104
Donald E. Phillips(/3/)..................................... 38,750 *
372 Fannin Landing Circle
Brandon, MS 39042
Robert L. Widerkehr(/3/).................................... 236,500 3.8%
c/o Synbiotics Corporation
11011 Via Frontera
San Diego, CA 92127
Daniel F. Cain.............................................. 350,000 5.6%
1719 Centennial Road
Fort Collins, CO 80525
</TABLE>
-5-
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNER OF CLASS
- - - - - ---------------------------------------------------------- ---------- --------
<S> <C> <C>
Gruber & McBaine Capital Management(/4/).................. 586,300 9.5%
c/o John P. Broadhurst, Esq.
Shartsis, Friese & Ginsburg
One Maritime Plaza
18th Floor
San Francisco, CA 94111
H&Q Life Science Ventures................................. 489,041 7.9%
One Bush Street
San Francisco, CA 94104
Mallinckrodt Group Inc. .................................. 458,806 7.4%
7733 Forsyth Boulevard
St. Louis, MO 63105
Edward T. Maggio, Ph.D.(/5/).............................. 461,999 7.5%
c/o ImmunoPharmaceutics, Inc.
11011 Via Frontera
San Diego, CA 92127
PruTech Research and Development Partnership II........... 460,303 7.4%
3945 Freedom Circle
Suite 800
Santa Clara, CA 95054
All executive officers and directors as a
group(/1/)(/2/)(/3/) (7 persons)......................... 1,336,344 21.6%
</TABLE>
- - - - - --------
* Less than one percent.
(1) Includes 460,303 shares of Common Stock held by PruTech Research and
Development Partnership II, which is a public research and development
partnership sponsored by R&D Funding Corp. Mr. Burns is a Vice President
of R&D Funding Corp, and disclaims any beneficial ownership of these
shares.
(2) Includes 489,041 shares of Common Stock held by H&Q Life Science Ventures,
a California limited partnership. Mr. Kunze is a general partner of H&Q
Life Science Ventures.
(3) Includes options to purchase shares of Common Stock, which are exercisable
on or before June 30, 1996, as follows: Mr. Burns - 43,750 shares; Mr.
DeCesare - 19,250 shares; Mr. Green - 30,000 shares; Dr. Ingle - 10,250
shares; Mr. Kunze - 3,500; Mr. Phillips - 38,750 shares; Mr. Widerkehr -
234,500 shares.
(4) Owned by a group of six persons who granted their respective powers of
attorney to Gruber & McBaine Capital Management ("GMCM"), a California
corporation, to handle any and all necessary filings in connection with
these securities. The direct ownership of these shares is as follows: GMCM
- 29,500 shares; Jon D. Gruber ("Gruber") - 68,000 shares; J. Patterson
McBaine ("McBaine") - 55,400 shares; Lagunitas Partners ("Lagunitas") -
235,800; GMJ Investments, LP ("GMJ") - 6,500 shares; Proactive Partners, a
California Limited Partnership ("Proactive") - 191,100 shares. Gruber and
McBaine are the sole directors and sole executive officers of GMCM. GMCM,
Gruber and McBaine are the general partners of Lagunitas and GMJ. Gruber
and McBaine are general partners in the entity which is the general
partner of Proactive. Gruber and McBaine disclaim beneficial ownership of
the shares held by GMCM, Lagunitas,
-6-
<PAGE>
GMJ and Proactive except to the extent of their respective pecuniary
interests. GMCM disclaims beneficial ownership of the shares held by
Gruber, McBaine, Lagunitas and GMJ except to the extent of its pecuniary
interest.
(5) Includes options to purchase 6,999 shares of Common Stock, which are
exercisable on or beforeJune 30, 1996, held by Dr. Maggio.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table provides certain summary information concerning the
compensation earned by the Company's President and Chief Executive Officer and
the only other executive officer whose total 1995 salary and bonus exceeded
$100,000 (the "Named Executive Officers") for services rendered in all
capacities to the Company for the fiscal year ended December 31, 1995, the
nine month fiscal year ended December 31, 1994 and the fiscal year ended March
31, 1994:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
--------------------------------------------------
Long-Term
Compensation
------------
Awards
------------
Other Securities
Name and Annual Underlying All Other
Principal Fiscal Compen- Options/ Compensa-
Position Year Salary ($)(/1/) Bonus ($) sation ($) SARS (#) tion ($)(/2/)
- - - - - ------------------- --------- --------------- --------- ---------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Robert L.Widerkehr 1995 $179,375 - $2,188(/3/) 30,000 $3,587
President and Chief 1994(/4/) $131,250 - $8,750(/3/) 22,000 $2,625
Executive Officer 1994 $135,000 $19,280 $8,850(/3/) 78,000 $2,700
Michael K. Green 1995 $101,853 - - 25,000 $2,213
Vice President 1994(/4/) $ 73,805 - - 15,000 $1,476
1994 $ 93,721 $10,677 - - $1,874
</TABLE>
- - - - - --------
(1) Includes amounts deferred under the 401(k) Compensation Deferral Savings
Plan pursuant to Section 401(k) of the Internal Revenue Code of 1986, as
amended.
(2) Consists of matching contributions made by the Company to Mr. Widerkehr's
401(k) account andMr. Green's 401(k) account.
(3) Forgiveness of a loan made to Mr. Widerkehr to defray relocation expenses.
The loan was fully forgiven as of December 31, 1995.
(4) Information is for the nine month fiscal year ended December 31, 1994.
The following table contains information concerning the grant of stock options
to the Named Executive Officers:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
<TABLE>
- - - - - ---------------------------------------------------------------------------------------
<CAPTION>
Number of % of Total
Securities Options/SARs
Underlying Granted to
Options/SARs Employees in Exercise
Name Granted (#)(/1/) Fiscal Year Price ($/Sh) Expiration Date
- - - - - ------------------- ---------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Robert L. Widerkehr 30,000 18.02% $2.63 04/27/05
Michael K. Green 25,000 15.02% $2.63 04/27/05
</TABLE>
-7-
<PAGE>
- - - - - --------
(1) The options become exercisable ratably over a two-year period following
the date of grant. The grant date for the options listed in the above
table is April 27, 1995. The option has a maximum term of 10 years,
subject to earlier termination in the event of optionee's cessation of
service with the Company.
The following table provides information, with respect to the Named Executive
Officers, concerning the exercise of options during the last fiscal year and
unexercised options held as of the end of the fiscal year. No shares were
acquired on exercise of options by the Named Executive Officers during the
fiscal year ended December 31, 1995.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised In-the-Money
Unexercised Options/SARs Options/SARs
at December 31, 1995 (#) at December 31, 1995(/1/)
-------------------------------- -----------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- - - - - ------------------- -------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Robert L. Widerkehr 214,500 65,500 $ - $ -
Michael K. Green 25,937 24,063 $ - $ -
</TABLE>
- - - - - --------
(1) Value is defined as market price of the Company's Common Stock at fiscal
year end less exercise price. The closing sale price of the Company's
Common Stock at December 31, 1995 was $2.38.
THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF ALL SIX NOMINEES, SET FORTH
IN ITEM 1 ON THE PROXY CARD. The six persons receiving the highest number of
votes will be elected as directors. Abstentions and broker non-votes will have
no influence in the election of directors.
AMENDMENT OF RESTATED ARTICLES OF INCORPORATION
(ITEM 2 ON THE PROXY CARD)
Article FOURTH of the Company's Restated Articles of Incorporation currently
authorizes 24,800,000 shares of Common Stock and 200,000 shares of Series B
Common Stock. No Series B Common Stock is outstanding; all 2,000 outstanding
shares were automatically converted into an equal number of shares of Common
Stock, pursuant to the Articles of Incorporation, on March 31, 1994 when in
the 12 months ended on that day the Company achieved revenues of over
$10,000,000. The Company believes it would be infeasible to issue any more
shares of Series B Common Stock because they would immediately and
automatically be converted into Common Stock. In any event, the Company has no
intention or desire to issue any more shares of Series B Common Stock.
The Company wishes to eliminate the Series B Common Stock authorization from
the Restated Articles of Incorporation in order to simplify the Restated
Articles of Incorporation and the Company's (authorized) capital structure.
The California Secretary of State has advised the Company that such
elimination requires shareholder approval.
The Company proposes to amend Article FOURTH to read in full as follows:
FOURTH: The total number of shares which the corporation is authorized to
issue is 24,800,000 shares of Common Stock.
THE BOARD OF DIRECTORS RECOMMENDS APPROVAL OF THE AMENDMENT OF ARTICLE FOURTH
OF THE RESTATED ARTICLES OF INCORPORATION (ITEM 2 ON THE PROXY CARD). Approval
will require the affirmative vote of a majority of the Company's outstanding
shares. Abstentions and broker non-votes will have the same effect as votes
against approval of the amendment.
-8-
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10% of a registered
class of the Company's equity securities, to file reports of ownership and
changes in ownership of the Company's equity securities with the Securities
and Exchange Commission. Officers, directors and greater than 10% shareholders
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file.
Based solely on its review of the copies of such forms furnished to the
Company, or written representations that no Forms 5 were required, the Company
believes that during the fiscal year ended December 31, 1995, all Section
16(a) filing requirements applicable to its officers, directors and greater
than 10% beneficial owners were complied with, with the following exception:
On November 2, 1995 Mr. Kunze became a director of the Company, at which
time a Form 3 should have been filed. However, due to an oversight by the
Company the Form 3 was not filed until March 22, 1996.
SHAREHOLDER PROPOSALS
To be included in the Company's proxy materials for the Annual Meeting of
Shareholders to be held in 1997, a shareholder proposal must be received at
the offices of the Company, 11011 Via Frontera, San Diego, CA 92127, not later
than March 15, 1997.
OTHER MATTERS
Price Waterhouse LLP has served as the independent accountants of the Company
for a number of years. Although management anticipates that this relationship
will continue to be maintained during fiscal 1996, it is not proposed that any
formal action be taken at the Annual Meeting with respect to the continued
employment of Price Waterhouse LLP, inasmuch as no such action is legally
required. Representatives of Price Waterhouse LLP are expected to be present
at the Company's Annual Meeting with the opportunity to make a statement if
they desire to do so and they are expected to be available to respond to
appropriate questions.
The Board of Directors, at this time, knows of no other business which will be
presented to the meeting. If any other business is properly brought before the
meeting, it is intended that the proxies in the enclosed form will be voted in
respect thereof in accordance with the judgment of the persons voting the
proxies.
The Company's Annual Report, including the Company's audited financial
statements for the fiscal year ended December 31, 1995, is being mailed
herewith to all Shareholders of record. THE COMPANY WILL PROVIDE WITHOUT
CHARGE TO ANY BENEFICIAL OWNER OF COMMON STOCK ON APRIL 30, 1996, UPON THE
WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE COMPANY'S ANNUAL REPORT ON
FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. SUCH REQUESTS SHOULD BE DIRECTED TO
MICHAEL K. GREEN, VICE PRESIDENT - FINANCE OF THE COMPANY, AT 11011 VIA
FRONTERA, SAN DIEGO, CA 92127.
Whether you intend to be present at this meeting or not, you are urged to
return your proxy promptly.
By order of the Board of Directors
Michael K. Green
Secretary
-9-
<PAGE>
COMMON STOCK PROXY COMMON STOCK PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SYNBIOTICS CORPORATION
11011 VIA FRONTERA, SAN DIEGO, CALIFORNIA 92127
The undersigned hereby appoints Robert L. Widerkehr and Michael K. Green,
jointly and severally, as proxyholders, each with full power to appoint his
substitute, and hereby authorizes them to vote as designated below, all the
shares of Common Stock of Synbiotics Corporation held of record by the under-
signed on April 30, 1996, at the Annual Meeting of Shareholders to be held on
June 27, 1996, or any postponement or adjournment thereof, and to vote in
their discretion on such other business as may come before the Annual Meeting.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
<PAGE>
Please mark
your votes as [X]
indicated in
this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
PROPOSALS 1 AND 2. WITHHELD
FOR FOR ALL
ITEM 1-ELECTION OF DIRECTORS [___] [___]
Nominees:
Patrick Owen Burns
James C. DeCesare
M. Blake Ingle
Robert J. Kunze
Donald E. Phillips
Robert L. Widerkehr
WITHHELD FOR: (Write that nominee's name in the space provided below).
- - - - - -------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
ITEM 2-APPROVAL OF THE AMENDMENT OF [___] [___] [___]
ARTICLE FOURTH OF THE RESTATED ARTICLES
OF INCORPORATION
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER AND WILL BE VOTED BY THE PROXYHOLDERS AT
THEIR DISCRETION AS TO ANY OTHER MATTERS PROPERLY TRANSACTED AT THE ANNUAL
MEETING. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1
AND 2.
PLEASE CHECK HERE IF YOU PLAN TO ATTEND THE ANNUAL MEETING. [_]
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