<PAGE> 1
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:
/X/ Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a(c) or Section 240.14a-12
DIAGNON CORPORATION
- - -------------------------------------------------------------------------------.
(Name of Registrant as Specified in Its Charter)
Michael P. O'Flaherty, Diagnon Corporation
9600 Medical Center Drive
Rockville, Maryland 20850
- - -------------------------------------------------------------------------------.
(Name of Person(s) Filing Proxy Statment)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $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:
- - -------------------------------------------------------------------------------.
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / 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:
---------------------------.
SCHEDULE 14A
<PAGE> 2
COMMON STOCK
PROXY
DIAGNON CORPORATION
9600 MEDICAL CENTER DRIVE
ROCKVILLE, MARYLAND 20850
--------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 11, 1995
--------------------
The Annual Meeting of Shareholders of Diagnon Corporation (the "Company"), a
Delaware corporation, will be held at the Holiday Inn Gaithersburg, #2
Montgomery Village Avenue, Gaithersburg, Maryland, on October 11, 1995 at 10:00
a.m. for the following purposes:
1. To elect four directors each to hold office until the next
Annual Meeting of shareholders or otherwise as provided in the
By-Laws;
2. To approve the purchase by the Company of approximately 200,000
shares of the Company's stock from John C. Landon (Chairman of
the Board and CEO) at market value to fund the repayment by Dr.
Landon of the remainder of a Company loan of $90,000;
3. To approve the appointment of Deloitte & Touche LLP as
independent public accountants for the Company; and
4. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on September 1, 1995 as
the record date for the determination of shareholders entitled to notice of and
vote at the Annual Meeting.
A list of shareholders of the Company entitled to vote at the Annual Meeting
will be available for examination by shareholders of the Company at the offices
of the Company, 9600 Medical Center Drive, Rockville, Maryland, during the ten
days immediately preceding the date of the Annual Meeting.
The Annual Report to Shareholders for the year ended May 31, 1995 accompanies
this notice.
Shareholders who do not expect to attend the meeting in person are urged to
fill out, sign and mail promptly, the enclosed form of proxy.
Michael P. O'Flaherty
Secretary
Rockville, Maryland
September 15, 1995
<PAGE> 3
DIAGNON CORPORATION
9600 MEDICAL CENTER DRIVE
ROCKVILLE, MARYLAND 20850
-------------------
PROXY STATEMENT
-------------------
This proxy statement is furnished in connection with the solicitation by
Diagnon Corporation (the "Company") of proxies to be voted at the Annual
Meeting of the shareholders to be held at the Holiday Inn Gaithersburg, #2
Montgomery Village Avenue, Gaithersburg, Maryland, on October 11, 1995 at 10:00
a.m., or at any adjournment thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting. Shares represented by duly executed
proxies at the meeting will be voted at the meeting. Where shareholders
specify in the proxy a choice with respect to any matter to be acted upon, the
shares represented by such proxies will be voted as specified. A shareholder
who signs and returns a proxy in the accompanying form may revoke it at any
time before it is voted.
The Company, at the close of business on September 1, 1995, the record date for
determination of shareholders entitled to vote at the meeting (the "Record
Date"), had outstanding 5,398,244 shares of Common Stock, par value $.01 per
share, each share being entitled to one vote with respect to each matter to be
voted on at the meeting.
The solicitation of proxies is made by and on behalf of the Board of Directors
of the Company. This statement is being mailed to the shareholders on or about
September 15, 1995.
SECURITY OWNERSHIP
To the knowledge of the Company on the Record Date, the only persons known to
hold more than 5 percent of the Common Stock of the Company are:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL PERCENT OF
BENEFICIAL OWNER OWNERSHIP (1) CLASS (2)
---------------- -------------------- ---------
<S> <C> <C>
J. Thomas August ............. 990,240 18.3
Carole K. Bishop ............. 363,040 6.7
100 W. 57th St.
New York, NY 10019
John C. Landon (3)(4) ........ 1,195,152 22.1
S. David Leibowitt ........... 586,940 10.9
2295 South Ocean Blvd.
Palm Beach, FL 33480
</TABLE>
2
<PAGE> 4
(1) As used in this section, the term beneficial ownership with respect to a
security is defined by Rule 13(d)(3) under the Securities Exchange Act as
consisting of sole or shared voting power (including the power to vote or
direct the vote) and/or sole or shared investment power (including the
power to dispose or direct the disposition) with respect to the security
through any contract, arrangement, understanding, relationship or
otherwise. Unless otherwise indicated, beneficial ownership consists of
sole voting and investment power.
(2) Assumes the exercise by such person or persons of the currently
exercisable options owned by him or them and does not give effect to any
shares issuable upon exercise by any other person or persons of options.
(3) Includes 51,390 shares in the names of members of Dr. Landon's family.
(4) Assumes the exercise of currently exercisable options to purchase 150,000
shares.
The Company has been advised that the shares of Common Stock owned by Dr.
August and Dr. Landon will be voted in favor of the four nominees for director,
and in favor of the appointment of Deloitte & Touche LLP as independent public
accountants for the Company. The Company has been advised that the shares of
Common Stock owned by Dr. August will be voted in favor of the purchase of
certain Dr. Landon shares to fund the repayment of a Company loan and that Dr.
Landon will abstain from voting on this matter.
ITEM 1 ELECTION OF DIRECTORS
Four persons have been nominated for election as directors to serve until the
next Annual Meeting of shareholders and until their respective successors are
duly elected and qualified. IN THE ABSENCE OF A CONTRARY SPECIFICATION, THE
ENCLOSED PROXY WILL BE VOTED FOR THE ELECTION AS DIRECTORS OF THE PERSONS
NAMED BELOW. If any nominee becomes unavailable as a candidate for election
for any reason, it is intended that votes will be cast for a substitute nominee
designated by the Board of Directors. The Company has no reason to believe
that any nominees named below will be unable to serve if elected.
All four of the nominees are presently directors of the Company. J. Thomas
August has been a director of the Company since 1982, John C. Landon has been a
director since 1986, Charles C. Francisco has been a director since 1991, and
Charles F. Gauvin has been a director since 1992. The terms of all four
directorships will run from October, 1995 to the next Annual Meeting of the
Company's shareholders. Election of the four (4) nominees will require the
affirmative vote of the holders of a plurality of the shares of the Company's
Common Stock present in person or represented by proxy at the Annual Meeting.
The following table sets forth the name and principal occupation of each
nominee, the period without interruption for which he has been a director of
the Company, the names and titles of the Executive Officers of the Company, and
the amount and percent of class of stock of the Company beneficially owned by
each nominee, each Executive Officer, and the Executive Officers and Directors
as a group as of the Record Date. Unless otherwise indicated, beneficial
ownership consists of sole voting and investment power.
3
<PAGE> 5
<TABLE>
<CAPTION>
DIRECTOR OF
COMPANY
PRINCIPAL OCCUPATION WITHOUT NATURE OF PERCENT
& BUSINESS EXPERIENCE INTERRUPTION BENEFICIAL OF
NAME AND ADDRESS AGE PAST FIVE YEARS SINCE OWNERSHIP CLASS CLASS (1)
- - ---------------- --- --------------------- ------------ ----------- ----- ---------
<S> <C> <C> <C> <C> <C> <C>
J. Thomas August 68 Nominee; Prof. & Director 1982 990,240 Common 18.3
School of Medicine of the Dept. of Pharmacology (sole)
Johns Hopkins Univ. and Molecular Sciences at
725 N. Wolfe St. The Johns Hopkins Univ.
Baltimore, MD 21205 School of Medicine
Baltimore, MD for more
than five years.
John C. Landon 58 Nominee; Chairman of the 1986 1,143,762 Common 22.1
9600 Medical Ctr. Dr. Board (since February 1987) (sole)(2)
Rockville, MD 20850 & CEO & President (since May 51,390
1986) of the Company. (joint)(3)
President of the Company's
BIOQUAL, Inc. subsidiary
(since 1982). Also serves as
President, CEO, Treasurer &
a director of Enhanced
Therapeutics, Inc. a cancer
treatment research company.
Charles C. Francisco 57 Nominee; From 1992 to the 1991 10,000 Common 0.2
25 Ridge Creek Trail present, President, CEO & a (sole)(4)
Moreland Hills, OH 44022 Director of Victoreen, Inc.,
Cleveland, OH, a manufacturer
of radiation measuring
instrumentation. From 1992
to the present, Director of
Environmental Restoration
Systems, Inc., Middletown, PA,
pollution removal equipment
makers. From 1992 to 1995,
Director of R.E. Wright &
Assoc., Inc., Middletown, PA,
an earth consulting company.
From June 1991 to June 1992,
President & Director of AMC
Group, Inc., Rye, NY, a private
investment holding company.
From 1987 to 1991, President
& Director of Hypres, Inc.,
Elmsford, NY, a startup company
in supercomputing technology.
</TABLE>
4
<PAGE> 6
<TABLE>
<CAPTION>
DIRECTOR OF
COMPANY
PRINCIPAL OCCUPATION WITHOUT NATURE OF PERCENT
& BUSINESS EXPERIENCE INTERRUPTION BENEFICIAL OF
NAME AND ADDRESS AGE PAST FIVE YEARS SINCE OWNERSHIP CLASS CLASS (1)
- - ---------------- --- --------------------- ------------ ----------- ----- ---------
<S> <C> <C> <C> <C> <C> <C>
Charles F. Gauvin 40 Nominee; Currently President 1992 10,000 Common 0.2
Trout Unlimited and CEO and from 1991 to (sole)(4)
1500 Wilson Blvd. 1994 Executive Director,
Arlington, VA, 22209 of Trout Unlimited, Arlington,
VA, a non-profit organization
dedicated to protection and
conservation of trout and
salmon and their habitats.
From 1986 - 1991, associated
with the law firm of Beveridge
& Diamond, P.C., Washington,
D.C.
Michael P. O'Flaherty 56 Company Secretary and 95,000 Common 1.8
Diagnon Corporation Corporate Vice President (sole)(5)
9600 Medical Center Dr. since June, 1988, and Chief
Rockville, MD 20850 Operating Officer since
June, 1994. Mr. O'Flaherty's
duties for the Company include
most functions of general
management.
David A. Newcomer 34 Appointed Company Acting 10,000 Common 0.2
Diagnon Corporation Controller in May, 1989, (sole)(6)
9600 Medical Center Dr. Controller in June, 1990
Rockville, MD 20850 and Chief Financial Officer
in June 1994. Mr. Newcomer's
duties include the management
of the Company's financial
functions.
Leanne DeNenno 41 An employee of the Company's 11,000 Common 0.2
BIOQUAL, Inc. subsidiary, BIOQUAL, since (sole)(7)
9600 Medical Center Dr. 1982. Appointed Head of
Rockville, MD 20850 Animal Research Programs in
in 1988, and Vice President
of the Medical Center Drive
Division of BIOQUAL in 1991.
</TABLE>
5
<PAGE> 7
<TABLE>
<CAPTION>
DIRECTOR OF
COMPANY
PRINCIPAL OCCUPATION WITHOUT NATURE OF PERCENT
& BUSINESS EXPERIENCE INTERRUPTION BENEFICIAL OF
NAME AND ADDRESS AGE PAST FIVE YEARS SINCE OWNERSHIP CLASS CLASS (1)
- - ---------------- --- --------------------- ------------ ----------- ----- ---------
<S> <C> <C> <C> <C> <C>
Richard P. Bradbury 60 Employed as Vice President of 11,000 Common 0.2
BIOQUAL, Inc. the Company's SEMA subsidiary (sole)(7)
2501 Research Blvd. in November, 1989. Concurrent
Rockville, MD 20850 with the merger of SEMA into
the Company's other subsidiary,
BIOQUAL, in 1991, was appointed
Vice President of the Research
Blvd. Division of BIOQUAL.
Jerry R. Reel, Ph.D. 57 Employed as Vice President, 7,000 Common 0.1
BIOQUAL, Inc. Science, of the Company's (sole)(8)
9600 Medical Center Dr. subsidiary, BIOQUAL since
Rockville, MD 20850 October, 1991. From 1990 to
1991, private consultant. From
1989 to 1990, Vice President,
Administration, and Senior
Director, Toxicology, for
Integrated Laboratory Systems,
Inc., Research Triangle Park, NC.
All Executive Officers - - 2,339,392 Common 43.3
and Directors as a group
(9 Persons) (2)(3)(4)(5)(6)(7)(8)
</TABLE>
- - ----------------
(1) Assumes the exercise by such person or persons of the currently
exercisable options owned by him or them and does not give effect to any
shares issuable upon exercise by any other person or persons of options.
(2) Assumes the exercise of currently exercisable options to purchase 150,000
shares.
(3) Includes 51,390 shares in the names of members of Dr. Landon's family.
(4) Assumes the exercise of currently exercisable options to purchase 10,000
shares.
(5) Assumes the exercise of currently exercisable options to purchase 95,000
shares.
(6) Assumes the exercise of currently exercisable options to purchase 10,000
shares.
(7) Assumes the exercise of currently exercisable options to purchase 11,000
shares.
(8) Assumes the exercise of currently exercisable options to purchase 7,000
shares.
6
<PAGE> 8
THE BOARD OF DIRECTORS AND CERTAIN COMMITTEES OF THE BOARD
The Board of Directors held four meetings in fiscal year 1995. All board
members were present at each meeting.
The Board has established two committees, the compensation committee and the
audit committee.
The compensation committee (currently consisting of Messrs. August and Gauvin)
meets as necessary to determine Dr. Landon's compensation. Dr. Landon
determines the compensation of the Company's other employees. There were no
formal meetings of the compensation committee during fiscal year 1995.
The responsibilities of the audit committee (currently consisting of Messrs.
Francisco and Gauvin) include recommending to the full Board the selection of
the Company's independent public accountants, discussing the arrangements for
the proposed scope, and the results of the annual audit with management and the
independent public accountants; reviewing the scope of non-audit professional
services provided by the independent public accountants; obtaining from both
management and the independent public accountants their observations on the
Company's system of internal accounting controls; and reviewing the overall
activities and recommendations of the Company's internal auditors. There were
no formal meetings of the audit committee in fiscal year 1995.
Messrs. Francisco, August and Gauvin have agreements with the Company extending
through the term of their election. The agreements for Messrs. Francisco,
August (effective July, 1994) and Gauvin provide for quarterly payments of
$1,000 each as directors fees and payments of $500 for attendance at Board of
Directors meetings. The agreement with Mr. August also provides payments of
$1,000 per day for his participation with the Company as director and as
Scientific Adviser. The Company also reimburses Company related travel
expenses incurred by any of the directors.
During fiscal year 1995, the Company paid the following cash compensation to
directors:
<TABLE>
<CAPTION>
Attendance of Board Meetings Travel to
Directors Meetings and Consultation Board Meetings
<S> <C> <C> <C>
Dr. J. Thomas August 3,000 1,500 0
Charles C. Francisco 4,000 2,000 611
Charles F. Gauvin 4,000 2,000 0
</TABLE>
7
<PAGE> 9
REMUNERATION OF EXECUTIVE OFFICERS AND RELATED MATTERS
The following table sets forth information with respect to remuneration paid
during the last three fiscal years to the Chief Executive Officer and the other
Company Officers whose compensation exceeded $100,000.
<TABLE>
<CAPTION>
Name and Principal Salary Bonus Other Annual Compensation
Position Year ($) ($) ($)
------------------------- ------ --------- --------- ---------------------------------
<S> <C> <C> <C> <C>
John C. Landon 1995 160,000 139,963 32,723 1/
CEO, President, Chairman ----
of the Board 1994 154,000 149,773 32,723 1/
----
1993 160,000 137,175 32,723 1/
----
Michael P. O'Flaherty 1995 108,675 17,115 8,827 2/
Chief Operating Officer, ----
Secretary 1994 99,000 15,085
----
1993 98,700 5,000
----
Jerry R. Reel 1995 110,636 3,405
Vice President, ----
Subsidiary 1994 97,641 655
----
1993 93,874
----
</TABLE>
- - -------------------------
1/ Other annual compensation for the CEO for the years 1994, 1993 and
1992 represents premiums for a $1,000,000 Split Dollar Life Insurance
Policy.
2/ Other annual compensation for the Chief Operating Officer for the year
1995 represents premiums for a $250,00 Split Dollar Life Insurance
Policy.
Dr. Landon has an employment agreement with the Company, extending through
May 31, 1996. Pursuant to this agreement, Dr. Landon's base compensation is
$160,000 per year. The agreement provides for various additional incentive
compensation dependent upon the results of the Company's operations each year
through the term of employment. On April 30, 1993, Dr. Landon requested and
received Board of Directors concurrence to reduce his base salary for fiscal
year 1994 by 3.5% to assist the Company in its efforts to contain operating
costs. On June 1, 1994, Dr. Landon's base compensation returned to $160,000
per year.
On June 1, 1988 the Company and Dr. Landon agreed to consolidate the previous
loan facilities available to Dr. Landon into a single loan of $100,000. The
consolidated loan had a five year term with repayment of principal deferred for
three years. The loan bears interest at the six month certificate of deposit
rate paid by Signet Bank, Maryland and the rate is adjusted quarterly. On
September 29, 1989 the Company agreed to increase the loan to $125,000. On
September 21, 1990, the Company agreed to increase the loan to $150,000.
Pursuant to Dr. Landon's current employment agreement, the loan is to be repaid
in five installments of $30,000 plus interest within six weeks after the end of
each of the next five fiscal years beginning with fiscal year 1992.
The largest amount owed by Dr. Landon during the fiscal year ended May 31, 1995
in respect to his loan facilities was $90,000, excluding interest accrued
amounting to $4,455. There was no addition to the loan during this fiscal
year. On July 1, 1994, Dr. Landon made a payment of $2,745 on accrued
interest. On June 6, 1994, the Company agreed to defer Dr. Landon's third
$30,000 repayment and make the payment due as two $15,000 installments paid
with the fourth and fifth $30,000 repayments respectively. On May 31, 1995,
the Company agreed in principle to purchase Company stock from Dr. Landon at
market value to fund the repayment by Dr. Landon of the remainder of the
Company loan (see Item 2).
8
<PAGE> 10
STOCK OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Number of % of Total
Securities Stock Options
Underlying Granted to
Stock Options Employees in Exercise Expiration
Name Granted (#) Fiscal Year Price ($/Sh) Date
- - --------------- ------------- ------------- ------------ ----------
<S> <C> <C> <C> <C>
NONE
</TABLE>
Aggregated Option Exercises in Last Fiscal Year, and FY - End Option Value 1/
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options Options
at FY-End (#) at FY-End ($)
Name Exercisable Exercisable
- - ----------------------- ------------- ---------------
<S> <C> <C>
John C. Landon 150,000 2/ 26,715
CEO, President,
Chairman of the Board
Michael P. O'Flaherty 85,000 2/ 31,363
Executive Vice President,
Secretary
</TABLE>
- - ------------------------------
1/ No options were exercised in the last fiscal year.
2/ All options reported in the table are fully exercisable.
9
<PAGE> 11
ITEM 2 - PURCHASE OF STOCK FROM J.C. LANDON
On June 1, 1988 the Company and Dr. Landon agreed to consolidate the previous
loan facilities available to Dr. Landon from the Company into a single loan of
$100,000. The consolidated loan had a five year term with repayment of
principal deferred for three years. The loan bears interest at the six month
certificate of deposit rate paid by Signet Bank, Maryland and the rate is
adjusted quarterly. On September 29, 1989 the Company agreed to increase the
loan to $125,000. On September 21, 1990, the Company agreed to increase the
loan to $150,000. Pursuant to Dr. Landon's current employment agreement, the
loan is to be repaid in five installments of $30,000 plus interest within six
weeks after the end of each of the next five fiscal years beginning with fiscal
year 1992.
The largest amount owed by Dr. Landon during the fiscal year ended May 31, 1995
in respect to his loan facilities was $90,000, excluding interest accrued
amounting to $4,455. There was no addition to the loan during this fiscal
year. On July 1, 1994, Dr. Landon made a payment of $2,745 on accrued
interest. On June 6, 1994, the Company agreed to defer Dr. Landon's third
$30,000 repayment and make the payment due as two $15,000 installments paid
with the fourth and fifth $30,000 repayments respectively. On May 31, 1995, in
recognition of Dr. Landon's service to the Company and in order to promote Dr.
Landon's continued employment with the Company, the Board of Directors agreed
in principle to purchase common stock of the Company held by Dr. Landon at
market value in an amount sufficient to fund the payment of the $45,000
installment payment plus accrued interest due after fiscal year 1995 and in a
similar manner to purchase common stock of the Company held by Dr. Landon at
market value in an amount sufficient to fund the payment of the final $45,000
installment payment plus accrued interest due after fiscal year 1996. The 1996
payment would be made at the time the loan payment is due.
The Board's resolution was approved (3-0, J.C. Landon abstaining).
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF PURCHASE OF DIAGNON
SHARES FROM DR. LANDON TO RETIRE DR. LANDON'S COMPANY LOAN. PROXIES SOLICITED
BY THE BOARD WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY A CONTRARY CHOICE ON
THE PROXY CARD.
10
<PAGE> 12
ITEM 3 - RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors recommends the ratification of the firm of Deloitte &
Touche LLP as independent public accountants for fiscal year 1996. As in prior
years, representatives of Deloitte & Touche LLP will be present at the Annual
Meeting with the opportunity to make a statement if they desire to do so and
will be available to respond to appropriate questions raised at the meeting.
Deloitte & Touche LLP has audited the financial statements of Diagnon since
1982. Services provided in connection with the audit function by Deloitte &
Touche LLP for the fiscal year 1995 included primarily the examination of
Diagnon consolidated financial statements, and the review of filings with the
Securities and Exchange Commission.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DELOITTE & TOUCHE
LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR 1996. PROXIES
SOLICITED BY THE BOARD WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY A CONTRARY
CHOICE ON THE PROXY CARD.
SHAREHOLDER PROPOSALS
Shareholders who wish to submit proposals at future Annual Meetings of
shareholders should submit such proposals to the Company at its headquarters at
9600 Medical Center Drive, Rockville, Maryland 20850. Such proposals must be
received by the Company by May 16, 1996.
The Company will not be required to include in its Proxy Statement or form of
proxy a shareholder proposal which is received after that date or which
otherwise fails to meet requirements for shareholder proposals established by
regulations of the Securities and Exchange Commission.
OTHER MATTERS
The expense of preparing, assembling, printing and mailing the form of proxy
material used for the solicitation of proxies by use of mails will be borne by
the Company. The Company has not retained any firm to solicit proxies on
behalf of the Company. Company directors and officers of the Company may
solicit proxies in person or by telephone and may request brokerage houses and
other custodians, nominees and fiduciaries to forward soliciting material to
beneficial owners of Common Stock.
So far as the Board of Directors is aware, only the aforementioned matters will
be acted upon at the meeting. If any other matters properly come before the
meeting, it is intended that the accompanying proxy may be voted on such
matters in accordance with the best judgment of the person or persons voting
said proxy.
THE COMPANY'S REPORT ON FORM 10-KSB FOR ITS FISCAL YEAR ENDED MAY 31, 1995
ACCOMPANIES THIS PROXY STATEMENT. UPON THE WRITTEN REQUEST OF A SHAREHOLDER OF
THE COMPANY ADDRESSED TO MICHAEL P. O'FLAHERTY, SECRETARY OF THE COMPANY, AT
9600 MEDICAL CENTER DRIVE, ROCKVILLE, MARYLAND 20850, THE COMPANY WILL PROVIDE
WITHOUT CHARGE TO SUCH SHAREHOLDER A COPY OF THE COMPANY'S ANNUAL REPORT ON
FORM 10-KSB FOR ITS FISCAL YEAR ENDED MAY 31, 1995, INCLUDING THE FINANCIAL
STATEMENTS AND FINANCIAL STATEMENT SCHEDULES REQUIRED TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 13a-A UNDER THE SECURITIES
EXCHANGE ACT OF 1934.
By Order of the Board of Directors
John C. Landon
Chairman of the Board & Chief Executive Officer
11
<PAGE> 13
COMMON STOCK
PROXY
DIAGNON CORPORATION
ANNUAL MEETING OF STOCKHOLDERS, OCTOBER 11, 1995
The undersigned hereby appoints J. Thomas August and Michael P.
O'Flaherty and each of them, with power of substitution in each, as proxies
or proxy to represent the undersigned at the Annual Meeting of the
Stockholders of Diagnon Corporation (the "Company") to be held at the
Holiday Inn Gaithersburg, #2 Montgomery Village Avenue, Gaithersburg,
Maryland, on Wednesday, October 11, 1995, at 10:00 a.m., local time, and at
any adjournment or adjournments thereof, and to vote the number of shares of
Common Stock which the undersigned would be entitled to vote if personally
present, (a) in the manner designated on the reverse side hereof with
respect to the election of directors and the other identified proposals and
(b) in their discretion on such other matters as may properly come before
the meeting or any adjournments thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
This proxy when properly executed will be voted in the manner directed
herein. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" ALL NOMINEES
AND PROPOSALS LISTED ON THE REVERSE SIDE HEREOF.
(Continued, and to be marked, dated and signed, on the other side.)
-FOLD AND DETACH HERE-
DIAGNON CORPORATION ANNUAL MEETING
OF STOCKHOLDERS
WEDNESDAY OCTOBER 11, 1995
10:00 A.M.
THE HOLIDAY INN GAITHERSBURG
#2 MONTGOMERY VILLAGE AVENUE
GAITHERSBURG, MARYLAND
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING AND DESIRE TO HAVE THEIR
STOCK VOTED AT THE MEETING ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ABOVE
PROXY ON THE REVERSE SIDE AND RETURN THE SAME IN THE ENCLOSED ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE> 14
I plan to attend
the meeting.
(1) ELECTION OF DIRECTORS:
FOR ALL NOMINEES WITHHOLD
listed except as AUTHORITY
otherwise indicated to vote for all
with respect to nominees listed.
individual nominees.
J. Thomas August, M.D., Charles C. Francisco, Charles F. Gauvin, John C.
Landon, Ph.D.
(TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEES, WRITE THE NAME OF
SUCH NOMINEE(S) ON THE FOLLOWING LINE.)
- - --------------------------------------------------------------------------------
(2) PURCHASE OF STOCK FROM J.C. LANDON
Approval of purchase of certain Landon
owned Company stock in connection with
retirement of Landon loan.
FOR AGAINST ABSTAIN
(3) RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS:
Ratification of the selection of Deloitte & Touche as the Company's
independent public accountants.
FOR AGAINST ABSTAIN
PLEASE COMPLETE, DATE, SIGN AND MAIL TODAY
DATED: __________________________________________
_________________________________________________
_________________________________________________
Signature(s)
Please sign exactly as your name appears on this
proxy. When signing as attorney, executor,
administrator, trustee, guardian, etc. or as
officer of a corporation, give full title. For
joint accounts obtain both signatures.
-FOLD AND DETACH HERE-
