<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:
[_] Preliminary Proxy Statement
[X] 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)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] $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:
(4) Date Filed:
<PAGE>
SYNBIOTICS CORPORATION
----------------
PROXY STATEMENT
WRITTEN CONSENT SOLICITATION OF SHAREHOLDERS
MARCH 10, 2000
----------------
These proxy statement materials and the enclosed Consent are being mailed in
connection with the solicitation of written consents by the Board of Directors
of Synbiotics Corporation, a California corporation (the "Company"). These
materials will be first mailed to shareholders of record beginning on
approximately March 13, 2000.
The mailing address of the principal executive office of the Company is
11011 Via Frontera, San Diego, California 92121.
Consents are to be submitted by no later than April 30, 2000 to the Company
at such address.
VOTING RIGHTS AND SOLICITATION
Any shareholder executing a Consent has the power to revoke it at any time
before April 30, 2000 (or, if earlier, the date on which at least the minimum
number of shares have consented in order to approve each item) by delivering
written notice of such revocation to the Secretary of Synbiotics.
The cost of soliciting Consents will be paid by the Company and may include
reimbursement paid to brokerage firms and others for their expense in
forwarding solicitation material. Solicitation will be made primarily through
the use of the mail but regular employees of the Company may, without
additional remuneration, solicit Consents personally by telephone.
The record date for determining those shareholders who are entitled to give
Consents has been fixed as March 6, 2000. At the close of business on the
record date, the Company had 9,335,667 issued and outstanding shares of Common
Stock (the "Common Stock"). Each share of Common Stock is entitled to one vote
on the proposed matter.
On the proposed matter, which requires the affirmative vote of a majority of
the outstanding shares, abstentions (including failures to return Consents)
and broker nonvotes have the same effect as a negative vote.
<PAGE>
PROPOSAL 1
AMENDMENT OF THE ARTICLES OF INCORPORATION
TO CHANGE THE NAME OF THE COMPANY
The Company proposes to amend the Company's articles of incorporation so
that ARTICLE ONE reads, in its entirety:
ARTICLE ONE: THE NAME OF THE CORPORATION IS "W3 INC."
THE PROPOSED AMENDMENT WILL NOT ALTER OR MODIFY THE RIGHTS, PRIVILEGES OR
RESTRICTIONS OF THE COMPANY'S COMMON STOCK.
APPROVAL OF THE AMENDMENT WILL REQUIRE THE AFFIRMATIVE WRITTEN CONSENT OF
THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF THE COMPANY'S COMMON
STOCK.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS SIGN AND RETURN
CONSENTS FOR THE PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of the Company's
common stock as of January 31, 2000, of each of the Company's directors, 5%
shareholders and the five most highly compensated 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 PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNER OF CLASS
- ------------------------------------ ---------------- --------
<S> <C> <C>
Patrick Owen Burns(1)................................. 40,250 *
22 Sidney Place
Brooklyn, NY 11201
Kenneth M. Cohen(1)................................... 278,204 2.9%
c/o Synbiotics Corporation
11011 Via Frontera
San Diego, CA 92127
Rigdon Currie......................................... -- *
PO Box 1120
Point Reyes Station, CA 94956
James C. DeCesare(1).................................. 43,000 *
5260 S. Landings Drive, #200
Ft. Myers, FL 33919
Brenda D. Gavin, DVM(4)............................... 981,902 10.5%
c/o S. R. One, Limited
Bay Colony Executive Park
565 Swedesford Road
Suite 315
Wayne, PA 19087
Michael K. Green(1)................................... 116,031 1.2%
c/o Synbiotics Corporation
11011 Via Frontera
San Diego, CA 92127
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNER OF CLASS
- ------------------------------------ ---------------- --------
<S> <C> <C>
Francois Guillemin(1)............................... 68,924 *
c/o Synbiotics Europe, SAS
2 rue Alexander Fleming
69367 Lyons, Cedex 07, France
Joseph Klein III(1)................................. 47,150 *
1724 Hillside Road
Stevenson, MD 21153
Serge Leterme, Ph.D.(1)............................. 36,187 *
c/o Synbiotics Corporation
11011 Via Frontera
San Diego, CA 92127
Colin Lucas-Mudd.................................... -- *
c/o W3Commerce LLC
125 S Tremont Street
Suite C
Oceanside, CA 92054
Donald E. Phillips(1)............................... 76,750 *
372 Fannin Landing Circle
Brandon, MS 39042
Paul A. Rosinack(1)................................. 99,491 1.1%
c/o Synbiotics Corporation
11011 Via Frontera
San Diego, CA 92127
Dimensional Fund Advisors Inc.(2)................... 503,300 5.4%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
Gruber & McBaine Capital Management(3).............. 1,100,100 11.8%
c/o John P. Broadhurst, Esq.
Shartsis, Friese & Ginsburg
One Maritime Plaza
18th Floor
San Francisco, CA 94111
Edward T. Maggio, Ph.D(5)........................... 461,999 5.0%
c/o Structural Bioinformatics, Inc.
10959 Technology Place
San Diego, CA 92127
Merial SAS.......................................... 621,378 6.7%
29 Avenue Tony Garnier
69007 Lyons
France
S. R. One, Limited(4)............................... 962,652 10.3%
Bay Colony Executive Park
565 Swedesford Road
Suite 315
Wayne, PA 19087
All executive officers and directors as a
group(1)(3) (11 persons)........................... 1,789,489 18.0%
</TABLE>
- --------
* Less than one percent.
(1) Includes options to purchase shares of common stock, which are exercisable
on or before March 31, 2000, as follows: Mr. Burns--40,250 shares; Mr.
Cohen 178,125 shares; Mr. DeCesare--34,125 shares;
3
<PAGE>
Dr. Gavin--19,250 shares; Mr. Green--107,500 shares; Mr. Guillemin--45,312;
Mr. Klein--12,250; Dr. Leterme--32,812; Mr. Phillips--61,750 shares; Mr.
Rosinack--87,357 shares.
(2) Dimensional Fund Advisors Inc. ("Dimensional"), an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940,
furnishes investment advice to four investment companies registered under
the Investment company Act of 1940, and serves as investment manager to
certain other commingled group trusts and separate accounts. These
investment companies, trusts and accounts are the "Funds". All of the
shares are owned by the Funds. In its role as investment adviser or
manager, Dimensional possesses voting and/or investment power over the
shares that are owned by the Funds. Dimensional disclaims beneficial
ownership of the shares owned by the Funds.
(3) 485,400 shares are owned by a group of managed investment accounts who
have granted their respective powers of attorney to Gruber & McBaine
Capital Management LLC ("GMCM") to handle any and all necessary filings
with respect to voting and dispositive power of these securities. The
remaining 614,700 shares are owned by a group of four persons who granted
their respective powers of attorney to GMCM to handle any and all
necessary filings with respect to voting and dispositive power of these
securities. The direct ownership of these 614,700 shares is as follows:
Jon D. Gruber ("Gruber")--91,900 shares; J. Patterson McBaine
("McBaine")--99,200 shares; Lagunitas Partners, a California Limited
Partnership ("Lagunitas")--232,500 shares; Proactive Partners, a
California Limited Partnership ("Proactive")--191,100 shares. Gruber and
McBaine are the member managers of GMCM. GMCM is the general partner of
Lagunitas. 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 Lagunitas and Proactive except to the
extent of their respective pecuniary interests. GMCM disclaims beneficial
ownership of the shares held by Gruber, McBaine, Lagunitas and the group
of managed investment accounts.
(4) Includes 962,652 shares owned by S. R. One, Limited, of which Dr. Gavin
is a Vice President. Dr. Gavin disclaims any beneficial ownership of
these shares.
(5) Includes options to purchase 6,999 shares of common stock, which are
exercisable on or before March 31, 2000, held by Dr. Maggio.
DISSENTERS' RIGHTS
California law does not provide for dissenters' rights with respect to the
proposal being acted upon.
SHAREHOLDER PROPOSALS FOR 2000 PROXY STATEMENT
Under the present rules of the Securities and Exchange Commission, the
deadline for shareholders to submit proposals to be considered for inclusion
in the Company's Proxy Statement for the 2000 Annual Meeting of Shareholders
was January 7, 2000. Such proposals may be included in the 2000 Proxy
Statement if they comply with certain rules and regulations promulgated by the
Securities and Exchange Commission. The 2000 Proxy Statement will disclose the
deadline for shareholders to submit proposals to be considered for inclusion
in the Company's Proxy Statement for the 2001 Annual Meeting of Shareholders.
By Order of the Board of Directors
Dated: March 10, 2000
Michael K. Green
Secretary
4
<PAGE>
- --------------------------------------------------------------------------------
SYNBIOTICS CORPORATION
WRITTEN CONSENT SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
Please return the consent promptly to the Company at 11011 Via Frontera, San
Diego, California 92127. This consent form must be received by Synbiotics
Corporation by no later than the deadline stated in the Proxy Statement in
order for your vote to count.
PLEASE DATE, SIGN AND RETURN THIS CONSENT CARD PROMPTLY
IN THE ENCLOSED ENVELOPE
(See reverse side)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
Please mark
your votes
as indicated [X]
in this
example
The Board of Directors recommends a vote FOR proposal 1.
<TABLE>
<S> <C> <C> <C>
1. APPROVAL OF THE AMENDMENT OF THE FOR AGAINST ABSTAIN
ARTICLES OF INCORPORATION TO CHANGE [ ] [ ] [ ]
THE NAME OF THE COMPANY TO "W3 INC."
</TABLE>
Shareholder's Signature ___________________________ Dated_______________, 2000
Shareholder's Signature ___________________________ Dated_______________, 2000
Please sign exactly as your name appears on this Consent. If signing for
trusts, estates, partnerships, or corporations, title or capacity should be
stated. If shares are held jointly, each holder should sign.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
