<PAGE>
SCHEDULE 14A
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
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-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.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
<PAGE>
SYNBIOTICS CORPORATION
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 8, 2000
----------------
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 8, 2000 at 10:00 a.m. for the following
purposes:
1. To elect seven directors;
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 20, 2000, 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
April 28, 2000
<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 10:00 a.m. on June 8, 2000, 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 the proxy is returned and no choice is so specified, the
shares will be voted FOR the election of the seven nominees for director
listed in this Proxy Statement and in the discretion of the proxyholders as to
any other business which may properly come before the Annual Meeting.
April 20, 2000, 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 9,372,662 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 seven 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 April 28, 2000.
1
<PAGE>
ELECTION OF DIRECTORS
(Item 1 on the Proxy Card)
Seven 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.
The following information is furnished regarding the nominees of the
Company.
<TABLE>
<CAPTION>
Name; Positions; Business Experience During the Past Five Years; Director
Directorships in Reporting Companies Since Age
---------------------------------------------------------------- -------- ---
<S> <C> <C>
Patrick Owen Burns................................................. 1997 62
Senior Consultant of Early Stage Enterprises, L.L.C. since October
1997; Vice President of R&D Funding Corp, an affiliate of
Prudential Securities Inc., and Senior Vice President of
Prudential Securities Inc. from 1986 to February, 1997; Director
of Progen Industries, Ltd.
Kenneth M. Cohen................................................... 1996 44
President and Chief Executive Officer of the Company since May
1996; Executive Vice President and Chief Operating Officer of
Canji, Inc. from March 1995 to February 1996.
Rigdon Currie...................................................... 2000 69
Private investor; Special Limited Partner of MK Global Ventures
from February 1988 to July 1998; Director of DISC, Inc. and QMS,
Inc.
James C. DeCesare.................................................. 1993 69
Consultant to the animal health and pharmaceutical industries
since 1992.
Joseph Klein III................................................... 1998 39
Vice President of Strategy for Medical Manager Corp. since June
1999; Healthcare Analyst for The Kaufmann Fund from June 1996 to
June 1999; Managing Director of Millennium HEW, LLC from March
1998 to June 1998; Portfolio Manager and Chairman of Investment
Advisory Committee of T. Rowe Price Health Sciences Fund from
December 1995 to February 1998; Vice President and Healthcare
Analyst of T. Rowe Price Associates, Inc. from April 1990 to
February 1998; Director of Guilford Pharmaceuticals, Inc. and NPS
Pharmaceuticals, Inc.
Colin Lucas-Mudd................................................... 2000 47
President of W3Commerce, LLC since 1998; Chief Executive Officer
of Overwatch LLC from 1995 to 1997.
Donald E. Phillips................................................. 1987 67
Private investor; Chairman of the Board of Directors of the
Company since August 1994; Director of Great Lakes REIT, Inc. and
Potash Corporation of Saskatchewan (Canada).
</TABLE>
The Board of Directors of the Company held a total of seven meetings during
the year ended December 31, 1999. Each director attended more than seventy-
five percent (75%) of the meetings of the Board of Directors (and the Board
committees of which he or she was a member) held during the time he or she 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>
<S> <C>
Compensation Committee Audit Committee
Brenda D. Gavin, D.V.M., Chairman Patrick Owen Burns
Joseph Klein III James C. DeCesare, Chairman
Donald E. Phillips
</TABLE>
The function of the Compensation Committee is to review the Company's
compensation policies and advise as to executive compensation and stock option
matters. 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 two
times during the year ended December 31, 1999.
For their services as directors, each of the outside directors of the
Company receives fees of $1,000, plus $500 for travel, for each Board of
Directors meeting attended. Outside directors also receive $500 for each
telephonic Board of Directors meeting, and receive $500 for each committee
meeting they attend as committee members which are held on a different day
than a Board of Directors meeting. 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 year ended December
31, 1999 pursuant to a consulting agreement with the Company. On June 9, 1999,
pursuant to the Automatic Grant Program under the 1995 Stock Option/Stock
Issuance Plan (the "1995 Plan"), Mr. Burns, Mr. DeCesare, Mr. Klein and Mr.
Phillips were each granted options to purchase 7,000 shares of common stock at
$3.875 per share. The options, which expire on June 9, 2009, vest ratably over
a one-year period following the grant date
3
<PAGE>
Executive Officers and Significant Employees
Executive Officers
<TABLE>
<CAPTION>
Name, Age, and Other Business Experience
During the Past Five Years Position
---------------------------------------- --------
<S> <C>
Kenneth M. Cohen (44)...................... President and Chief Executive Officer - since May
Formerly, Executive Vice President and 1996.
Chief Operating Officer of Canji, Inc.,
March 1995 -February 1996.
Paul A. Rosinack (53)...................... President, Animal Health - since January 2000;
Formerly, President and Chief Executive Vice President and General Manager, Animal Health from
Officer of International Canine Genetics, October 1996 to December 1998.
Inc., December 1992 - October 1996
Michael K. Green (44)...................... Senior Vice President (since January 2000), Chief
Financial Officer, and Secretary - since May
1991; Vice President - Finance from May 1991 to
December 1999.
Robert Buchanan (56)....................... Vice President - Sales and Marketing - since
Formerly, Director of Hospital Support April 2000.
Services of Medical Management
International, Inc. from 1994 to March
2000.
Francois Guillemin (50).................... Vice President - since February 1998; President
Formerly, Director of the Diagnostics and Director General of Synbiotics Europe,
Division of Rhone-Merieux, S.A., 1991 - SAS - since July 1997.
June 1997.
Serge Leterme (40)......................... Vice President - Research and Development - since
Formerly, Director of Research and October 1998; Director of Product Development
Development of the Diagnostics Division from August 1997 to September 1998.
of Rhone-Merieux, S.A., 1993 - June 1997.
</TABLE>
Significant Employees
<TABLE>
<CAPTION>
Name, Age, and Other Business Experience
During the Past Five Years Position
---------------------------------------- --------
<S> <C>
Keith A. Butler (38)....................... Corporate Controller - since March 1991.
Clifford Frank (51)........................ Director of Operations - since September
1992.
Colin Lucas-Mudd (47)...................... President of W3Commerce, LLC - since 1998.
Gregory A. Soulds (52)..................... Director of Business Development - since 1992
(with the Company since 1983).
</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 April 12, 1999, 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 Percent
Name and Address of Beneficial Owner Beneficial Owner of Class
------------------------------------ ---------------- --------
<S> <C> <C>
Patrick Owen Burns(1)................................. 43,600 *
22 Sidney Place
Brooklyn Heights, NY 11201
Kenneth M. Cohen(1)................................... 399,141 4.1%
c/o Synbiotics Corporation
11011 Via Frontera
San Diego, CA 92127
Rigdon Currie......................................... -- *
P.O. Box 1120
1 Balboa Avenue
Point Reyes Station, CA 94956
James C. DeCesare(1).................................. 44,750 *
5260 S. Landings Drive, #709
Ft. Myers, FL 33919
Brenda D. Gavin, D.V.M.(2)............................ 983,652 10.5%
c/o S.R. One, Limited
200 Barr Harbor Drive
Suite 250
W. Conshohocken, PA 19428
Michael K. Green(1)................................... 122,905 1.3%
c/o Synbiotics Corporation
11011 Via Frontera
San Diego, CA 92127
Francois Guillemin(1)................................. 75,174 *
c/o Synbiotics Europe, SAS
2 rue Alexander Fleming
69367 Lyons, Cedex 07, France
Joseph Klein III(1)................................... 48,900 *
1724 Hillside Road
Stevenson, MD 21153
Serge Leterme, Ph.D.(1)............................... 42,125 *
c/o Synbiotics Corporation
11011 Via Frontera
San Diego, CA 92127
Colin Lucas-Mudd...................................... -- *
c/o of W3Commerce LLC
125 S. Tremont
Oceanside, CA 92054
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Amount and Percent
Nature of of
Name and Address of Beneficial Owner Beneficial Owner Class
------------------------------------ ---------------- -------
<S> <C> <C>
Donald E. Phillips(1)................................ 78,500 *
372 Fannin Landing Circle
Brandon, MS 39042
Paul A. Rosinack(1).................................. 109,167 1.2%
c/o Synbiotics Corporation
11011 Via Frontera
San Diego, CA 92127
Dimensional Fund Advisors Inc.(3).................... 503,300 5.4%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
Gruber & McBaine Capital Management(4)............... 1,100,100 11.7%
c/o John P. Broadhurst, Esq.
Shartsis, Friese & Ginsburg
One Maritime Plaza
18th Floor
San Francisco, CA 94111
Merial SAS........................................... 621,378 6.6%
29 Avenue Tony Garnier
69007 Lyons
France
S. R. One, Limited(2)................................ 962,652 10.3%
200 Barr Harbor Drive
Suite 250
W. Conshohocken, PA 19428
All executive officers and directors as a group(1)(2)
(12 persons)........................................ 1,838,747 18.3%
</TABLE>
- --------
* Less than one percent.
(1) Includes options to purchase shares of common stock, which are exercisable
on or before June 11, 2000, as follows: Mr. Burns - 42,000 shares; Mr.
Cohen - 299,062 shares; Mr. DeCesare - 35,875 shares; Dr. Gavin - 21,000
shares; Mr. Green - 114,374 shares; Mr. Guillemin - 51,562; Mr. Klein -
14,000; Dr. Leterme - 38,750; Mr. Phillips - 63,500 shares; Mr.
Rosinack - 97,033 shares.
(2) Includes 962,652 shares owned by S.R. One, Limited, of which Dr. Gavin is
President. Dr. Gavin disclaims any beneficial ownership of these shares.
(3) 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.
(4) 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.
6
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table provides certain summary information concerning the
compensation earned by the Company's Chief Executive Officer and the other
executive officers whose total 1999 salary and bonus exceeded $100,000 (the
"Named Executive Officers") for services rendered in all capacities to the
Company for the fiscal years ended December 31, 1999, 1998 and 1997:
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
------------------------------------ ------------
Securities
Other Annual Underlying All Other
Name and Principal Fiscal Salary Bonus Compensation Options/ Compensaton
Position Year ($)(1) ($)(2) ($)(3) SARS (#) ($)(4)
------------------ ------ -------- ------- ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Kenneth M. Cohen........ 1999 $254,264 -- -- 40,000 $7,359
President and Chief 1998 $242,156 $31,008 -- 50,000 $4,115
Executive Officer 1997 $230,625 $14,175 -- 25,000 $3,165
Michael K. Green........ 1999 $150,675 -- -- 20,000 $4,520
Vice President 1998 $143,500 $18,375 -- 25,000 $3,875
1997 $130,000 $ 8,400 -- 25,000 $3,120
Francois Guillemin...... 1999 $151,683 -- -- 10,000 --
Vice President 1998 $146,846 $ 7,385 -- 25,000 --
1997 $ 77,744 -- -- 50,000 --
Serge Leterme........... 1999 $126,000 -- $18,750 50,000 --
Vice President 1998 $100,489 $15,000 $ 4,687 25,000 --
1997 $ 36,357 -- -- 20,000 --
Paul A. Rosinack........ 1999 $176,792 -- $12,504 10,000 $4,775
Vice President 1998 $168,373 $21,560 $12,504 25,000 $2,552
1997 $612,129 $ 9,856 $12,504 50,000 --
</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) Includes grants of restricted Synbiotics common stock during 1998 with a
fair market value of $4.00 per share as follows: Mr. Cohen - 6,977 shares;
Mr. Green - 4,134 shares; Mr. Guillemin - 1,662 shares; Dr. Leterme -
3,375 shares; Mr. Rosinack - 4,851 shares. Also includes grants of
restricted Synbiotics common stock during 1997 with a fair market value of
$3.19 per share as follows: Mr. Cohen - 4,002 shares; Mr. Green - 2,372
shares; Mr. Rosinack - 2,783 shares.
(3) Forgiveness of a loan made to Dr. Leterme to defray relocation expenses at
the rate of $18,750 per year. As of December 31, 1999, the balance due was
$51,563. Forgiveness of a loan made to Mr. Rosinack to defray relocation
expenses at the rate of $12,504 per year. As of December 31, 1999, the
balance due was $9,367.
(4) Consists of matching contributions made by the Company to Mr. Cohen's
401(k) account, Mr. Green's 401(k) account and Mr. Rosinack's 401(k)
account.
7
<PAGE>
The following table contains information concerning the grant of stock
options to the Named Executive Officers:
Option/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants
---------------------------------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise
Options/SARs Employees in Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date
- ---- ------------ ------------ -------- ----------
<S> <C> <C> <C> <C>
Kenneth M. Cohen.................. 20,000(1) 8.36% $4.25 3/25/2009
20,000(2) 8.36% $3.88 6/9/2009
Michael K. Green.................. 10,000(1) 4.18% $4.25 3/25/2009
10,000(2) 4.18% $3.88 6/9/2009
Francois Guillemin................ 10,000(2) 4.18% $3.88 6/9/2009
Serge Leterme..................... 50,000(2) 20.91% $3.88 6/9/2009
Paul A. Rosinack.................. 5,000(1) 2.09% $4.25 3/25/2009
5,000(2) 2.09% $3.88 6/9/2009
</TABLE>
- --------
(1) The options become exercisable ratably over a four-year period following
the date of grant, which was March 25, 1999. Each option has a maximum
term of ten years, subject to earlier termination in the event of the
optionee's cessation of service with the Company.
(2) The options become exercisable ratably over a four-year period following
the date of grant, which was June 9, 1999. Each option has a maximum term
of ten years, subject to earlier termination in the event of the
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:
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money
Acquired on Options/SARS at December Options/SARS at December 31,
Exercise Value 31, 1999 1999
Name (#) Realized Exercisable/Unexercisable Exercisable/Unexercisable(1)
- ---- ----------- -------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
Kenneth M. Cohen........ -- -- 170,937 $ --
169,063 $ --
Michael K. Green........ -- -- 101,249 $ --
48,751 $ --
Francois Guillemin...... -- -- 39,062 $ --
60,938 $ --
Serge Leterme........... -- -- 26,875 $ --
68,125 $ --
Paul A. Rosinack........ -- -- 78,618 $ --
61,209 $ --
</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, 1999 was $2.41.
8
<PAGE>
The Company has not granted any stock appreciation rights ("SARs").
Employment Contracts and Change-in-Control Arrangements
Synbiotics entered into an Employment Agreement dated May 7, 1996 with
Kenneth M. Cohen. The Employment Agreement provided for salary at an initial
rate of $225,000 per annum, options to purchase 225,000 shares of Synbiotics
common stock (at $3.875 per share) and a direct grant of 10,000 shares of
unregistered Synbiotics common stock. In addition, he is eligible for a cash
bonus of up to 30% of his annual salary. If Mr. Cohen is terminated without
cause, he will receive six months' salary at his then base salary rate. If
Mr. Cohen is terminated in connection with an acquisition of the Company, he
will receive an additional six months' salary and all unvested stock options
will immediately vest.
Synbiotics entered into an Employment Agreement dated June 23, 1997 with
Michael K. Green. The Employment Agreement provided for salary at an initial
rate of $140,000. If Mr. Green is terminated without cause, he will receive
six months' salary at his then base salary rate. If Mr. Green is terminated in
connection with an acquisition of the Company, he will receive an additional
six months' salary and all unvested stock options will immediately vest.
Synbiotics entered into an Employment Agreement dated July 9, 1997 with
Francois Guillemin. The Employment Agreement provided for salary at an initial
rate of $140,000 per annum and options to purchase 50,000 shares of Synbiotics
common stock (at $3.6875 per share). In addition, the Company has provided
Mr. Guillemin with a company car, and is bearing the leasing costs, and
reasonable expenses incurred by Mr. Guillemin for business activities, of the
company car in an annual amount up to $11,500 per year. If Mr. Guillemin is
terminated without cause, he will receive six months' salary at his then base
salary rate plus the amount of legal severance in France; provided, however,
that the total amount to be received will be equal to the greater of 12
months' salary or the total amount of legal severance in France. If Mr.
Guillemin is terminated in connection with an acquisition of the Company, he
will receive an additional six months' salary and all unvested stock options
will immediately vest.
Synbiotics entered into an Employment Agreement dated September 1, 1998
with Serge Leterme. The Employment Agreement provided for salary at an initial
rate of $120,000. If Dr. Leterme is terminated without cause, he will receive
six months' salary at his then base salary rate. If Dr. Leterme is terminated
in connection with an acquisition of the Company, he will receive an
additional six months' salary and all unvested stock options will immediately
vest.
Synbiotics entered into an Employment Agreement dated October 25, 1996 with
Paul A. Rosinack. The Employment Agreement provided for salary at an initial
rate of $160,000 per annum and options to purchase 25,000 shares of Synbiotics
common stock (at $4.125 per share). If Mr. Rosinack is terminated without
cause, he will receive six months' salary at his then base salary rate. If Mr.
Rosinack is terminated in connection with an acquisition of the Company, he
will receive an additional six months' salary and all unvested stock options
will immediately vest.
THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF ALL SEVEN NOMINEES, SET
FORTH IN ITEM 1 ON THE PROXY CARD. The seven 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.
9
<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, 1999, all Section
16(a) filing requirements applicable to its officers, directors and greater
than 10% beneficial owners were complied with.
SHAREHOLDER PROPOSALS
To be included in the Company's proxy materials for the Annual Meeting of
Shareholders to be held in 2001, a shareholder proposal must be received at
the offices of the Company, 11011 Via Frontera, San Diego, CA 92127, not later
than January 6, 2001.
OTHER MATTERS
PricewaterhouseCoopers 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 2000, as in previous
years, it is not proposed that any formal action be taken at the Annual
Meeting with respect to the continued employment of PricewaterhouseCoopers
LLP. Representatives of PricewaterhouseCoopers 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, 1999, is being mailed
herewith to all shareholders of record. THE COMPANY WILL PROVIDE WITHOUT
CHARGE TO ANY BENEFICIAL OWNER OF COMMON STOCK ON APRIL 20, 2000, 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, 1999 FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. SUCH REQUESTS SHOULD BE DIRECTED TO
MICHAEL K. GREEN, SENIOR VICE PRESIDENT 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
10
<PAGE>
SYNBIOTICS CORPORATION
11011 Via Frontera, San Diego, California 92127
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Kenneth M. Cohen 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 undersigned at the close
of business on April 20, 2000, at the Annual Meeting of Shareholders to be held
on June 8, 2000, or any postponement or adjournment thereof, and to vote in
their discretion on such other business as may come before the Annual Meeting.
The Board of Directors recommends a vote FOR proposal 1.
1. ELECTION OF DIRECTORS.
[_] FOR all nominees listed below (except as marked to the contrary below)
[_] WITHHOLD AUTHORITY to vote for all nominees listed below
(Instruction: To withhold authority to vote for any individual nominee,
check the box "FOR" and strike a line through the nominee's name in the
list below.)
Nominees: Patrick Owen Burns, Kenneth M. Cohen, Rigdon Currie, James C.
DeCesare, Joseph Klein III, Colin Lucas-Mudd, Donald E. Phillips
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
this Proxy is properly executed and no direction is made, this Proxy will be
voted FOR Proposal 1.
Dated: , 2000
---------
- -----------------------------
(Shareholder's Signature)
- -----------------------------
(Shareholder's Signature)
Please sign exactly as your name appears on this Proxy. If signing for trusts,
estates, partnerships, or corporations, title or capacity should be stated. If
shares are held jointly, each holder should sign.
PLEASE CHECK HERE IF YOU PLAN TO ATTEND THE ANNUAL MEETING. [_]
