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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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<S> <C>
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
</TABLE>
ISOMEDIX INC.
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(Name of Registrant as Specified in Its Charter)
ISOMEDIX INC.
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(Name of Person(s) Filing Proxy Statement)
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:
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ISOMEDIX INC.
11 Apollo Drive
Whippany, New Jersey 07981
(201) 887-4700
April 18, 1997
To our Stockholders:
I am pleased to announce that the Board of Directors of Isomedix Inc.
has nominated Michael C. Nahl for election as a Class B director of the Company
at our 1997 Annual Meeting of Stockholders to be held on May 20, 1997.
Mr. Nahl is currently a Senior Vice President and the Chief Financial
Officer of Albany International Corp., a leading manufacturer of paper machine
clothing and other engineered fabrics. Prior to joining Albany international,
Mr. Nahl held senior management positions with General Refractories and Exxon
Corporation.
You have previously received the Notice of Annual Meeting of
Stockholders, Proxy Statement and form of Proxy. As you will note from your
review of those materials, the Board of Directors has nominated H. Stuart
Campbell, a director of the Company since 1984, for election to the Board of
Directors. Your Board of Directors unanimously recommends that you vote FOR the
election of Mr. Campbell and Mr. Nahl as directors of the Company.
I am enclosing with this letter a revised Notice of Annual Meeting of
Stockholders, a Supplement to Proxy Statement and a revised form of Proxy, all
of which reflect the addition of Mr. Nahl as a nominee for election to the Board
of Directors. There is no change in the time or place of the Annual Meeting.
You are cordially invited to attend the Annual Meeting in person.
However, if you do not expect to be present at the Annual Meeting, please mark,
sign and date the enclosed Proxy and mail it in the enclosed return envelope.
Even if you have already mailed the original Proxy, we ask that you mark, sign
and date the enclosed Proxy, which will revoke the original Proxy. Only your
latest dated Proxy counts. Stockholders who attend the Annual Meeting in person
may revoke their Proxies and vote in person if they desire.
Sincerely yours,
John Masefield
Chairman, President and
Chief Executive Officer
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ISOMEDIX INC.
Notice of Annual Meeting of Stockholders
to be held May 20, 1997
Whippany, New Jersey
April 18, 1997
To the Holders of Common Stock
of ISOMEDIX INC.:
The Annual Meeting of the Stockholders of ISOMEDIX INC. will be held
at the Birchwood Manor, 111 North Jefferson Road, Whippany, New Jersey, on
Tuesday, May 20, 1997 at 10:00 a.m. local time for the following purposes, as
more fully described in the Proxy Statement mailed on March 31, 1997, as
supplemented by the accompanying Supplement to Proxy Statement:
1. To elect two Class B directors of the Company for the ensuing three years.
2. To consider and take action upon a proposal to ratify the Board of
Directors' selection of Coopers & Lybrand L.L.P. to serve as the Company's
independent accountants for the Company's fiscal year ending December 31, 1997.
3. To transact such other business as may properly come before the Meeting or
any adjournment or adjournments thereof.
The close of business on March 27, 1997 has been fixed by the Board
of Directors as the record date for the determination of the stockholders
entitled to notice of, and to vote at, the Meeting. A list of the stockholders
entitled to vote at the Meeting may be examined at the Company's executive
offices located at 11 Apollo Drive, Whippany, New Jersey, during the ten-day
period preceding the Meeting.
By Order of the Board of Directors,
Thomas J. DeAngelo, Secretary
You are cordially invited to attend the Meeting in person. If you do
not expect to be present, please mark, sign and date the enclosed form of Proxy
and mail it in the enclosed return envelope, which requires no postage if mailed
in the United States, so that your vote can be recorded.
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ISOMEDIX INC.
SUPPLEMENT TO
PROXY STATEMENT
This Supplement to Proxy Statement, which will be mailed commencing
on or about April 18, 1997 to the persons entitled to receive the Proxy
Statement mailed on March 31, 1997 (the "Proxy Statement"), is provided in
connection with the solicitation of Proxies on behalf of the Board of Directors
of Isomedix inc. (the "Company") for use at the Annual Meeting of Stockholders
to be held on May 20, 1997 (the "Meeting"), and at any adjournment or
adjournments thereof. This Supplement to Proxy Statement replaces the
information contained under the heading "Security Ownership of Management" at
pages 3 and 4 of the Proxy Statement and under the heading "Election of
Directors" at pages 4 through 7 of the Proxy Statement, for the purpose of
including Michael C. Nahl as an additional nominee for director. This Supplement
to Proxy Statement should be read in conjunction with the Proxy Statement.
Security Ownership of Management
The following table sets forth, as of February 28, 1997, the number
of shares of Common Stock of the Company beneficially owned by each of the
Company's directors and nominees for directors, each executive officer named in
the Summary Compensation Table, and all directors and executive officers as a
group, based upon information obtained from such persons.
Shares of Common Stock Percent
Name Owned Beneficially of Class
- ---- ---------------------- --------
John Masefield ..................... 302,000 (1) 4.53%
George R. Dietz .................... 126,100 (2) 1.92%
David M. Lank ...................... 113,700 (3) 1.76%
H. Stuart Campbell ................. 36,633 (4) (11)
Thomas M. Haythe ................... 27,500 (5) (11)
Elmer A. Sticco..................... 17,500 (6) (11)
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Shares of Common Stock Percent
Name Owned Beneficially of Class
- ---- ---------------------- --------
Thomas J. DeAngelo.................. 49,200 (7) (11)
Peter Mayer ........................ 20,000(8) (11)
Charles P. Truby.................... 20,000 (9) (11)
Michael C. Nahl..................... 0 (10) (11)
All Directors End Executive Officers 652,633 (1)(2)(3) 9.32%
as a Group (nine persons)........... (4)(5)(6)
(7)(8)(9)
_____________________
(1) Includes 12,000 shares issuable upon exercise of currently exercisable
warrants held by Mr.Masefield, Chairman of the Board of Directors, President,
Chief Executive Officer and a Class C director of the Company, and 222,900
shares issuable upon exercise of currently exercisable stock options held by
Mr. Masefield. Also includes 60,000 shares with respect to which Mr. Masefield
holds irrevocable proxies.
(2) Includes 87,500 shares issuable upon exercise of currently exercisable
warrants held by Mr. Dietz, Senior Vice President of the Company, and 38,500
shares issuable upon exercise of currently exercisable stock options.
(3) Includes 30,000 shares issuable upon exercise of currently exercisable
warrants held by Mr. Lank, a Class C director of the Company, and 22,500 shares
issuable upon exercise of currently exercisable stock options. Includes 60,000
shares owned by Nanticoke Limited, of which Mr. Lank is the President. Mr.
Masefield has been granted an irrevocable proxy with respect to the 60,000
shares owned by Nanticoke Limited.
(4) Includes 14,000 shares issuable upon exercise of currently exercisable
warrants held by Mr. Campbell, a Class B director of the Company, End 22,500
shares issuable upon exercise of currently exercisable stock options.
(5) Includes 27,500 shares issuable upon exercise of currently exercisable
stock options held by Mr. Haythe, a Class A director of the Company.
(6) Includes 17,500 shares issuable upon exercise of currently exercisable
stock options held by Mr. Sticco, a Class B director of the Company.
Mr. Sticco resigned as a Class B director of the Company on February 28, 1997.
(7) Includes 49,200 shares issuable upon exercise of currently exercisable
stock options held by Mr. DeAngelo, Vice President-Finance and Administration,
Secretary, Treasurer and a Class A director of the Company.
(8) Includes 20,000 shares issuable upon exercise of currently exercisable
stock options held by Mr. Mayer, a Class B director of the Company.
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(9) Includes 10,000 shares issuable upon exercise of currently exercisable
stock options held by Mr. Truby, Executive Vice President and Chief Operating
Officer of the Company, and 10,000 shares issuable upon exercise of stock
options which will be exercisable within 60 days.
(10) Mr. Nahl has been nominated for election as a Class B director of the
Company.
(11) Less than one percent.
To the Company's knowledge, there have been no significant changes
in stock ownership or control of the Company since February 28, 1997.
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I. ELECTION OF DIRECTORS
The Company's Certificate of incorporation provides for the division
of the Board of Directors of the Company into three classes. The term of office
for the Class B directors expires at the Meeting. Class C directors and Class A
directors will be elected at the Annual Meetings to be held in 1998 and 1999,
respectively.
It is the intention of each of the persons named in the accompanying
form of Proxy to vote the shares of Common Stock represented thereby in favor of
the nominees listed below, H. Stuart Campbell and Michael C. Nahl, unless
otherwise instructed in such Proxy. In case either nominee is unable or declines
to serve, such persons reserve the right to vote the shares of Common Stock
represented by such Proxy for another person duly nominated by the Board of
Directors in such nominee's stead. The Board of Directors has no reason to
believe that either nominee will be unable or will decline to serve.
Certain information concerning the nominees and the directors of the
Company is set forth below. Information concerning ownership of the Common Stock
by the directors of the Company is set forth in the preceding table. All of such
information was furnished by them to the Company.
Nominees for Election
H. STUART CAMPBELL (Class B director), age 67; Vice President and Owner,
Highland Packaging Labs, inc. (contract packaging) since 1983; Group Chairman,
Johnson & Johnson Company (health care products) from prior to 1981 to 1982;
Director: Mesa Laboratories, Inc. (designer and manufacturer of pharmaceutical
and medical instruments and systems), Biomatrix, Inc. (manufacturer of specialty
healthcare products based on biological material) and Atrix Laboratories, Inc.
(research and development activities relating to new therapeutic products and
drug delivery); Director of the Company since 1984.
MICHAEL C. NAHL (Nominee for election as Class B director), age 54; Senior Vice
President and Chief Financial Officer, Albany International Corp. (manufacturer
of paper machine clothing and other engineered fabrics) since 1983; Group Vice
President, Corporate, Albany International Corp. from 1981 to 1983; Member,
Chase Manhattan Bank Regional Advisory Board.
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Directors Whose Term of Office
Will Continue After the Meeting
DAVID M. LANK (Class C director), age 59; Partner, Dorchester investment
Management (investment counsel) since prior to 1981; Director of the Company
since 1972.
JOHN MASEFIELD (Class C director), age 63; Chairman of the Board of Directors
since 1972; President and Chief Executive Officer of the Company from 1972 to
August 1995 and since February 1997; Director of the Company since 1972.
THOMAS J. DEANGELO (Class A director), age 42; Vice President-Finance and
Administration of the Company since February 1992; Secretary and Treasurer of
the Company since April 1987; Chief Financial Officer of the Company since 1992;
Chief Operating Officer of the Company from September 1993 to February 1994;
Controller of the Company from April 1983 to April 1987; Director of the Company
since 1992.
THOMAS M. HAYTHE (Class A director), age 57; Partner, Haythe & Curley
(attorneys) since February 1982; Director: Novametrix Medical Systems, Inc
(manufacturer of electronic medical instruments), Guest Supply, Inc.
(distributor of hotel guest room amenities and accessories), Westerbeke
Corporation (manufacturer of marine engine products), Ramsay Health Care, Inc.
(provider of psychiatric healthcare services) and Ramsay Managed Care, Inc.
(provider of managed mental health care services); Assistant Secretary of the
Company from 1983 to 1995; Director of the Company since 1983.
Elmer A. Sticco, formerly a Class B director of the Company, resigned
as a director of the Company on February 28, 1997. The term of Peter Mayer,
formerly President and Chief Executive Officer of the Company, as a Class B
director expires at the Meeting.
The Board of Directors of the Company has a Compensation and Stock
Option Committee whose members are Messrs. Campbell and Lank, an Audit Committee
whose members are Messrs. Campbell, Haythe and Lank, a Nominating Committee
whose members are Messrs. Haythe, Lank and Masefield, and an Acquisition
Committee whose members are Messrs. DeAngelo, Haythe, Masefield and Mayer. Mr.
Sticco was a member of the Compensation and Stock Option Committee until
February 28, 1997.
The Compensation and Stock Option Committee determines the
compensation arrangements for executive officers of the Company. The
Compensation and Stock Option Committee also administers the Company's 1982
Stock Option Plan, 1992 Stock Option Plan, 1992 Supplemental Stock Option Plan
and 1996 Long Term
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Incentive Plan and determines the persons who are eligible to receive options
and other awards thereunder, the number of shares to be subject to each option
or award and the other terms and conditions upon which options or awards under
such plans are granted and made exercisable. The Compensation and Stock Option
Committee also administers the Company's 1993 Employee Stock Purchase Plan, and
reviews and approves employee benefit plans in which officers and employees are
eligible to participate.
The Audit Committee is authorized to recommend to the Board of
Directors the engaging and discharging of the independent accountants, and to
review with the independent accountants the plans for and the results of the
auditing engagement, the scope and results of the Company's procedures for
internal auditing, the independence of the accountants and the adequacy of the
Company's system of internal accounting controls. The Nominating Committee is
authorized to review, approve and recommend persons for election as directors
and to fill management positions with the Company. The Acquisition Committee is
authorized to identify and recommend possible acquisition candidates for the
Company.
The Nominating Committee will consider nominees for directors
recommended by stockholders or others. There is no specified formal procedure
for submitting such recommendations. Recommendations may be addressed to the
Secretary, Isomedix inc., 11 Apollo Drive, Whippany, New Jersey 07981.
The Board of Directors met nine times during the fiscal year ended
December 31, 1996. Each of the Audit Committee and the Nominating Committee met
one time during the fiscal year ended December 31, 1996. The Acquisition
Committee met five times during the fiscal year ended December 31, 1996. The
Compensation and Stock Option Committee met three times during the fiscal year
ended December 31, 1996. Each of the persons named above attended at least 75%
of the meetings of the Board of Directors and meetings of any Committees of the
Board on which such person served which were held during the time that such
person served.
The Company's Certificate of Incorporation contains a provision,
authorized by Delaware law, which eliminates the personal liability of a
director of the Company to the Company or to any of its stockholders for
monetary damages for a breach of his fiduciary duty as a director, except in the
case where the director breached his duty of loyalty, failed to act in good
faith, engaged in intentional misconduct or knowingly violated a law, authorized
the payment of a dividend or approved a stock repurchase in violation of
Delaware corporate law, or obtained an improper personal benefit.
Whippany, New Jersey Thomas J. DeAngelo, Secretary
April 18, 1997
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ISOMEDIX INC.
PROXY -- ANNUAL MEETING OF STOCKHOLDERS -- MAY 20, 1997
COMMON STOCK
The undersigned, a stockholder of ISOMEDIX INC., does hereby appoint JOHN
MASEFIELD and THOMAS J. DEANGELO, or either of them, each with full power of
substitution, the undersigned's proxies, to appear and vote at the Annual
Meeting of Stockholders to be held on Tuesday, May 20, 1997 at 10:00 a.m., local
time, or at any adjournments thereof, upon such matters as may come before the
Meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby instructs said proxies or their substitutes to vote
as specified below on each of the following matters and in accordance with their
judgment on other matters which may properly come before the Meeting.
1. Election of Class B Directors.
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FOR the nominees listed below [ ] WITHHOLD AUTHORITY [ ]
(except as marked to the contrary to vote for both nominees listed below
below)
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Nominees: H. Stuart Campbell and Michael C. Nahl
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
------------------------------------------
2. Ratification of appointment of Coopers & Lybrand L.L.P. as independent
accountants for fiscal 1997.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
The Board of Directors favors a vote "FOR" each item. (Continued and to be
Completed on Reverse Side)
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(Continued from Other Side)
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION
IS INDICATED AS TO ANY OF ITEMS 1 OR 2 THEY WILL BE VOTED "FOR" THE ITEM(S) AS
TO WHICH NO DIRECTION IS INDICATED.
IMPORTANT: Before returning this Proxy, please sign your name or names on the
line(s) below exactly as shown hereon. Executors, administrators, trustees,
guardians or corporate officers should indicate their full titles when signing.
Where shares are registered in the names of joint tenants or trustees, each
joint tenant or trustee should sign.
Dated , 1997
-------------------------------- (L.S.)
-------------------------------- (L.S.)
Stockholder(s) Sign Here
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
