<PAGE>
MIRACOR DIAGNOSTICS, INC.
9191 TOWNE CENTRE DRIVE, SUITE 400
SAN DIEGO, CA 92122
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, AUGUST 25, 2000
TO THE SHAREHOLDERS:
Notice is hereby given that the annual meeting of shareholders (the
"Annual Meeting") of Miracor Diagnostics, Inc., a Utah corporation (the
"Company"), has been called for and will be held at 10:30 a.m., Pacific Daylight
Savings Time, on Friday, August 25, 2000, at 9171 Towne Centre Drive, Third
Floor Conference Room, Suite 300, San Diego, CA 92122 for the following
purposes:
1. To elect each of Dr. Arthur E. Bradley and Mr. Thomas E.
Glasgow to the Board of Directors until the annual meeting of
shareholders to be held in the year 2003 and until each of
their respective successors shall have been elected and
qualified.
2. To ratify the Board of Directors' appointment of Parks,
Tschopp, Whitcomb & Orr, P.A. to serve as the Company's
independent auditors for the current calendar year.
3. To consider and transact such other business as may properly
come before the Annual Meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on July 10, 2000
as the record date for the determination of the shareholders entitled to notice
of, and to vote at, the Annual Meeting or any adjournments thereof. The list of
shareholders entitled to vote at the Annual Meeting will be available for the
examination of any shareholder at the Company's offices at 9191 Towne Centre
Drive, Suite 400, San Diego, CA 92122, for ten (10) days prior to August 25,
2000.
By Order of the Board of Directors
/s/ M. Lee Hulsebus
---------------------------------------
M. Lee Hulsebus, Chairman,
President and Chief Executive Officer
Dated: July 25, 2000
YOU ARE CORDIALLY INVITED TO ATTEND THE SHAREHOLDERS' MEETING. WHETHER
OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE FILL IN, SIGN, AND DATE THE
PROXY SUBMITTED HEREWITH AND RETURN IT IN THE ENCLOSED STAMPED ENVELOPE. THE
GIVING OF SUCH PROXY WILL NOT AFFECT YOUR RIGHT TO REVOKE SUCH PROXY PRIOR TO
ITS EXERCISE UPON WRITTEN NOTICE TO THE PRESIDENT OF THE COMPANY OR BY VOTING IN
PERSON SHOULD YOU LATER DECIDE TO ATTEND THE MEETING. THE ENCLOSED PROXY IS
BEING SOLICITED BY THE BOARD OF DIRECTORS.
<PAGE>
MIRACOR DIAGNOSTICS, INC.
PROXY STATEMENT
---------------
GENERAL
-------
This proxy statement is furnished by the Board of Directors of MIRACOR
DIAGNOSTICS, INC., a Utah corporation (the "Company"), with offices located at
9191 Towne Centre Drive, Suite 400, San Diego, CA 92122, in connection with the
solicitation of proxies to be used at the annual meeting of shareholders of the
Company to be held on August 25, 2000, and at any postponements or continuations
thereof (the "Annual Meeting"). This proxy statement will be mailed to
shareholders beginning approximately July 28, 2000. If the proxy submitted
herewith, is properly executed and returned, the shares represented thereby will
be voted at the Annual Meeting as instructed on the proxy.
UNLESS PROPERLY EXECUTED AND RETURNED, PROXIES FORWARDED TO THOSE
SHAREHOLDERS WHO HOLD THEIR VOTING SECURITIES IN "STREET NAME" WILL BE VOTED FOR
ALL PROPOSALS WHICH HAVE BEEN STATED IN THE NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS. NOTWITHSTANDING THE FOREGOING, ANY PROXY MAY BE REVOKED BY A
SHAREHOLDER PRIOR TO ITS EXERCISE UPON WRITTEN NOTICE TO THE PRESIDENT OF THE
COMPANY, OR BY A SHAREHOLDER VOTING IN PERSON AT THE ANNUAL MEETING.
An "abstention" on any proposal will be counted as present for purposes
of determining whether a quorum of shares is present at the Annual Meeting with
respect to the proposal on which the abstention is noted. Abstentions will be
counted as a vote "against" such proposal, except in the case of the election of
directors where an abstention will not be counted as a vote and will not affect
the outcome of the election.
The Board of Directors does not know of any matter to be proposed for
action at the Annual Meeting other than those described in this proxy statement.
If other matters properly come before the Annual Meeting, the persons named in
the accompanying proxy will act in accordance with their best judgment. None of
the matters to be presented at the Annual Meeting will entitle any shareholder
of the Company to appraisal rights.
The cost of preparing, assembling and mailing the notice of the Annual
Meeting, proxy statement, the enclosed annual report and proxy will be borne by
the Company. In addition to solicitation of the proxies by use of the mails,
some of the officers and regular employees of the Company, without extra
remuneration, may solicit proxies personally or by telephone, telegraph, or
cable. The Company may also request brokerage houses, nominees, custodians and
fiduciaries to forward soliciting material to the beneficial owners of stock
held of record. The Company will reimburse such persons for their expenses in
forwarding soliciting material.
<PAGE>
VOTING SECURITIES AND
PRINCIPAL HOLDERS THEREOF
-------------------------
The Board of Directors has fixed the close of business on July 10, 2000
as the record date (the "Record Date") for the determination of shareholders
entitled to notice of, and to vote at, the Annual Meeting or any adjournments
thereof. Only shareholders on the Record Date will be able to vote at the Annual
Meeting. Each holder of record of the Company's common stock, par value $.15 per
share (the "Common Stock") will be entitled to one vote for each share of Common
Stock held.
As of the Record Date, there were 12,500,858 shares of the Common Stock
issued and outstanding. Holders of the Common Stock are entitled to vote on each
of the matters specified in Items 1, 2 and 3 of the Notice of the Annual
Meeting. Unless otherwise indicated herein, a majority of the votes represented
by shares present or represented by proxy at the Annual Meeting is required for
approval of each matter which will be submitted to shareholders.
Management of the Company knows of no business other than those matters
specified in Items 1, 2 and 3 of the Notice of Annual Meeting which will be
presented for consideration at the Annual Meeting. If any other matter is
properly presented, it is the intention of the persons named in the enclosed
proxy to vote in accordance with their best judgment.
2
<PAGE>
The following table sets forth certain information, as of June 30,
2000, as to shares of the Company's common stock beneficially owned by (i) any
holder of more than five percent of the outstanding shares of Common Stock; (ii)
the Company's directors; (iii) the Company's officers; and (iv) the Company's
directors and officers as a group. Except as otherwise indicated and subject to
applicable community property laws, each person has sole investment and voting
power with respect to the shares shown. Ownership information is based upon
information furnished, or filed with the Securities and Exchange Commission, by
the respective individuals or entities, as the case may be.
Shares of Percentage (%)
Common Stock of Common
Name and Address Beneficially Stock
of Beneficial Owner Owned(1)(2) Outstanding
------------------- ----------- -----------
M. Lee Hulsebus 469,528 3.79
9191 Towne Centre Drive, Suite 400
San Diego, CA 92122
Arthur E. Bradley, DDS 18,000 *
9191 Towne Centre Drive, Suite 400
San Diego, CA 92122
Thomas E. Glasgow 33,125 *
9191 Towne Centre Drive, Suite 400
San Diego, CA 92122
Don L. Arnwine 57,000 *
9191 Towne Centre Drive, Suite 400
San Diego, CA 92122
Robert S. Muehlberg 119,525 *
9191 Towne Centre Drive, Suite 400
San Diego, CA 92122
Richard E. Sloan 78,850 *
9191 Towne Centre Drive, Suite 400
San Diego, CA 92122
Ross S. Seibert 15,000 *
9191 Towne Centre Drive, Suite 400
San Diego, CA 92122
Fred Bergmann 1,267,200 10.24
4914 N. Armenia Avenue
Tampa, FL 33603
John McCoskrie 1,292,200 10.44
4914 N. Armenia Avenue
Tampa, FL 33603
Larry M. Lammers 1,665,383(3) 13.46
715 Ironwood Court
Winter Springs, FL 32708
All officers and directors as a group, 791,028
(7) persons
*Less than one percent.
(1) All ownership is beneficial and of record, unless indicated
otherwise and includes shares issuable upon exercise of
outstanding options, warrants or other common stock
equivalents which are exercisable within 60 days.
(2) Beneficial owners listed above have sole voting and investment
power with respect to the shares shown, unless otherwise
indicated.
(3) Includes 1,316,537 shares held in trust for the benefit of Dr.
Lammers as to which Mr. Hulsebus, on behalf of our Board of
Directors, maintains share voting power. Does not include
447,011 shares that were interpleaded into the court for
satisfaction of a pending lawsuit.
<PAGE>
PROPOSAL NO. 1:
---------------
GENERAL
-------
The Board of Directors consists of five (5) persons. The Company has a
classified Board of Directors which is divided into three classes, with the term
of office of each Director in a given class serving a three-year term and until
such director's successor is elected and qualified. Directors are elected by a
plurality of the votes cast by the shares entitled to vote in the election.
Dr. Arthur E. Bradley and Mr. Thomas E. Glasgow are the nominees for
election to the Board of Directors to serve for a three-year term which is
deemed to have commenced in the year 2000 and terminating upon the Company's
annual meeting of shareholders to be held in the year 2003. Dr. Arthur E.
Bradley and Mr. Thomas E. Glasgow are standing for re-election to a new
three-year term.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION AS DIRECTORS
OF THE NOMINEES NAMED HEREIN. IF ANY OF THE NOMINEES SHOULD SUBSEQUENTLY BECOME
UNAVAILABLE FOR ELECTION, THE PERSONS VOTING THE ACCOMPANYING PROXY MAY IN THEIR
DISCRETION VOTE FOR A SUBSTITUTE.
BOARD OF DIRECTORS
------------------
The Board of Directors has the responsibility for establishing broad
corporate policies. Although in their capacity as Board members they are not
involved in day-to-day operating details, members of the Board are kept informed
of the Company's business by various reports and documents sent to them as well
as by operating and financial reports made available at Board meetings. The
Board of Directors held two (2) regular meeting and seven (7) special meetings,
none of which were postponed or continued, in 1999. All of the members of the
Board attended at least seventy five percent of the Board meetings in 1999.
The Directors, nominees and executive officers of the Company are
listed below, followed by a brief description of their business experience
during the past five years:
<TABLE>
<CAPTION>
DIRECTOR OFFICER
NAME AGE POSITION SINCE SINCE
---- --- -------- ----- -----
<S> <C> <C> <C> <C>
M. Lee Hulsebus 61 Chief Executive Officer, President 11/11/94 8/31/94
and Chairman of the Board
Richard E. Sloan 51 Vice President of Operations and
New Business Development 3/15/96
Ross S. Seibert 37 Chief Financial Officer 2/21/00
Don L. Arnwine 67 Director 3/6/95
Arthur E. Bradley, DDS 66 Director 9/26/86
Thomas E. Glasgow 46 Director 11/11/94
Robert S. Muehlberg 45 Director 3/11/99
</TABLE>
The principal occupations and positions for the past several years of
each of the executive officers and directors of the Company are
as follows:
M. LEE HULSEBUS has been in the health care field for 34 years. From
January 1992 until he joined the Company in August 1994, he was the President
and owner of his own health care consulting firm. From August 1993 to November
1993 Mr. Hulsebus also served as Chief Executive Officer of InCoMed Corporation,
then a small California-based medical products company. From January 1990 to
January 1992, Mr. Hulsebus also served as President of Sports Support, Inc., a
sports medicine company. From 1988 until 1990, he served as Medical Group
president for Teleflex, Inc. For 22 years prior to that, Mr. Hulsebus was
employed by Becton-Dickinson & Co. and C.R. Bard, Inc., both of which are
leading companies in the health care industry. Mr. Hulsebus has served in the
capacity of President/Chief Executive Officer for the past 20 years for various
companies.
RICHARD E. SLOAN has been Vice President of New Business Development
since March 1996 and Vice President of Operations since July 14, 1998. Mr. Sloan
was also a consultant to the Company from August 1995 to March 1996. From March
1995 to July 1995, Mr. Sloan served as Chief Executive Officer of WorldWide
Products, Inc., a private Los Angeles based development and marketing firm that
distributes pharmaceutical products to plastic surgeons and dermatologists.
Prior thereto, from March 1992 to March 1995, he served as corporate marketing
director and general manager for Industrial Products of UniFET Incorporated, a
private company based in San Diego, California involved in the development of
sensor-based medical products. From December 1989 through March, 1992, Mr. Sloan
managed his own mergers and acquisition business with First Pacific Group,
located in Carlsbad, CA which provided investment and financial services to
privately-held companies primarily in southern California. Prior to that time,
Mr. Sloan held various management positions at each of Baxter and Ivac, each of
which is a public company.
ROSS SEIBERT, CHIEF FINANCIAL OFFICER, joined the Company in February
2000. Mr. Seibert was with Deloitte & Touche, a "Big 5" accounting firm, since
1986 and served as Senior Manager. He served a wide range of clients and has
experience with SEC reporting, mergers and acquisitions, internal controls and
information systems. He received a BS in accounting from Indiana University and
an MBA in finance from San Diego State University.
DON L. ARNWINE has been President of Arnwine Associates of Irving,
Texas, a company that provides advisory services to the health care industry.
Mr. Arnwine served as Chairman and Chief Executive Officer from 1985 until 1988
of Voluntary Hospitals of America (VHA), a company he joined in 1982. Prior to
joining VHA, Mr. Arnwine served as President and Chief Executive Officer of
Charleston Area Medical Center, a 1000-bed regional facility care center in the
State of West Virginia. Mr. Arnwine holds a B.S. degree in Business
Administration from Oklahoma Central State University and a Masters degree in
Hospital Management from Northwestern University.
ARTHUR E. BRADLEY, DDS practiced dentistry in Hattiesburg, Mississippi
from 1961 to 1998. Dr. Bradley has been involved for his own account in real
estate investments for twenty years and has been active in oil and gas
investments for fifteen years. Dr. Bradley graduated from the University of
Mississippi at Hattiesburg and obtained his degree in Dentistry from Loyola
University Dental School.
THOMAS E. GLASGOW is the Chief Executive Officer of Sedona Systems
Corporation which is a publicly traded technology company based in Scottsdale,
AZ. He is also the President of Integrated Trade Systems which is a software
technology company which develops and markets international logistics software.
Mr. Glasgow has many other diversified business interests which include
providing technology assessments for a venture based firm that provides capital
to emerging growth businesses. As part of these business interests, he serves on
the board of several companies and provides them with the appropriate resources
to manage and grow their respective businesses. Prior to these assignments, Mr.
Glasgow was a director with Federal Express Corporation for 11 years where he
held various key management positions. Mr. Glasgow holds an MBA from J.L.
Kellogg - Northwestern University.
ROBERT S. MUEHLBERG has been President and Chief Executive Officer of
Envision Management, Inc. of Las Vegas, NV, a company that has provided
management and consulting services to the health care industry since 1997. Mr.
Muehlberg served as Chairman and Chief Executive Officer from 1994 until 1997 of
Medical Imaging Centers of America, Inc. (MICA), a company he joined in 1985.
Prior to joining MICA, Mr. Muehlberg held various management positions at
International Imaging, Inc., Chicago, IL and American Medical International
(AMI) Clearwater, FL. Mr. Muehlberg holds a Bachelor's degree in Health Science
from the University of Missouri and a Masters degree in Business Administration
from Nova Southeastern University.
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of
its Common Stock, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission (the "Commission") and the National
Association of Securities Dealers, Inc. Officers, directors and greater than ten
percent shareholders are required by the Commission to furnish the Company with
copies of all Section 16(a) forms that they file.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no reports on
Form 5 were required for those persons, the Company believes that during 1999
all filing requirements applicable to its officers, directors and greater than
ten percent shareholders were complied with.
EXECUTIVE COMPENSATION
----------------------
The following table sets forth the cash compensation paid by the
Company to executive officers of the Company as of December 31, 1999, whose
total annual salary and bonus exceeded $100,000, for the years ended December
31, 1997, 1998 and 1999.
<TABLE>
SUMMARY COMPENSATION TABLE
--------------------------
<CAPTION>
Long Term Compensation
----------------------
Annual Compensation
-------------------
Awards Payouts
------ -------
Other Annual Restricted LTIP All Other
Name and Salary Bonus Compensation Stock Options/SARs Pay-outs Compensation
Principal Position Year ($) ($) ($) Awards($) (#) ($) ($)
------------------ ---- --- --- --- --------- ---- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
M. Lee Hulsebus, Chairman 1999 $162,000 $ -0- $23,177(2) $ 56,573(3) 120,000 $ -0- $ -0-
of the Board, Chief
Executive Officer and 1998 $112,154 $ -0- $ -0- $ -0- -0- $ -0- $ -0-
President(1)
1997 $162,000 $16,800 $15,411(4) $ -0- 5,714 $19,500 $ -0-
Richard E. Sloan, Vice 1999 $115,500 $ -0- $ 4,954(2) $9,885(3) 50,000 $ -0- $ -0-
President of New Business
Development(5) 1998 $ 78,696 $ -0- $ -0- $1,767 -0- $ -0- $ -0-
1997 $105,300 $5,400 $ 4,954(6) $9,629 2,143 $1,950 $ -0-
</TABLE>
(1) In August, 1994, we entered into an exclusive four-year term employment
agreement with Mr. M. Lee Hulsebus. Under his employment agreement, Mr.
Hulsebus is to serve as our Chief Executive Officer and President and
to receive a base salary of $162,000 per annum. In addition, in 1994,
we entered into a severance agreement with Mr. Hulsebus. Such severance
agreement provides, among other things, that in the event of a change
in control of us or Mr. Hulsebus is involuntarily terminated, suffers a
disability while employed by us or dies while employed by us, then Mr.
Hulsebus is entitled to receive certain benefits from us. Such benefits
may include some or all of the following: an amount based on Mr.
Hulsebus' base salary as provided for in Mr. Hulsebus' employment
agreement; an amount based on the bonus paid or payable to Mr. Hulsebus
as provided for in Mr. Hulsebus' employment agreement; the right to
receive common stock that shall vest immediately; the right to exercise
any warrants or stock options held by or granted to Mr. Hulsebus under
Mr. Hulsebus' employment agreement or any of our stock option plans or
both; health insurance and disability insurance. Mr. Hulsebus will not
receive any benefits if Mr. Hulsebus voluntarily terminates his
employment with us or we terminate Mr. Hulsebus "for cause," which is
defined as the conviction of Mr. Hulsebus afer appeal of a felony. On
August 2, 1999, the Board of Directors extended the term of Mr.
Hulsebus' employment agreement and severance agreement for an
additional one (1) year period, or until August 31, 2002.
(2) Represents Rule 144 stock paid as 1999 bonus compensation.
(3) Represents Rule 144 stock paid in lieu of 1998 base salary
compensation.
(4) Represents a common stock grant of 22,400 shares.
(5) In March, 1996, we entered into an exclusive employment agreement with
Mr. Richard E. Sloan under which he is to serve as our Vice President
of Operations and New Business Development. Mr. Sloan presently
receives a base salary of $118,000 per annum.
(6) Represents a common stock grant of 7,200 shares
Under each of their contracts, Messrs. Hulsebus and Sloan may receive
bonuses or other additional compensation consisting of cash, stock or
stock purchase rights as may be determined from time to time by the
Board of Directors.
There are no family relationships among any Directors or executive
officers.
<PAGE>
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
-------------------------------------
<CAPTION>
Percent of Total
Options/SARs Exercise of
Options/SARs Granted to Employees Base Price Expiration
Name Granted(1) in Fiscal Year ($/Sh) Date
---- ---------- -------------- ------ ----
<S> <C> <C> <C>
M. Lee Hulsebus - 0 - - 0 - - 0 -
Richard E. Sloan - 0 - - 0 - - 0 -
</TABLE>
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION SAR VALUES
--------------------------------------------------------------------------------
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money
Shares Options/SARs at Options/SARs
Acquired Value FY-End Exercisable/ at FY-End Exercisable
Name on Exercise Realized($) Unexercisable /Unexercisable
---- ----------- ----------- ------------- --------------
<S> <C> <C> <C> <C>
M. Lee Hulsebus -0- -0- -0-/120,000 $0/$0
Richard E. Sloan -0- -0- -0-/50,000 $0/$0
</TABLE>
<PAGE>
BOARD CLASSIFICATION AND COMMITTEES
-----------------------------------
The Company adopted a classified Board of Directors in April 1995. The
Board of Directors consists of six members divided into three classes, with each
Director in a given class serving a three-year term. Having a classified Board
of Directors may be viewed as inhibiting a change in control of the Company and
having possible anti-takeover effects. Officers of the Company serve at the
discretion of the Board of Directors, subject to existing employment agreements.
The Company has an Audit Committee, a Compensation Committee and a
Nominating Committee. The Audit Committee reviews the engagement of the
independent accountants, reviews and approves the scope of the annual audit
undertaken by the independent accountants and reviews the independence of the
accounting firm. The Audit Committee also reviews the audit and non-audit fees
of the independent accountants and the adequacy of the Company's internal
control procedures. The Audit Committee is presently comprised of Don L.
Arnwine, Thomas E. Glasgow and M. Lee Hulsebus. The Audit Committee held two (2)
meetings during 1999. The Compensation Committee reviews compensation issues
relating to executive management and makes recommendations with respect thereto
to the Board of Directors. The Compensation Committee is presently comprised of
M. Lee Hulsebus, Don L. Arnwine and Thomas E. Glasgow. The Compensation
Committee held two (2) meetings in 1999. The Nominating Committee selects
individuals to be nominated as directors and officers of the Company. The
members of the Nominating Committee are M. Lee Hulsebus and Thomas E. Glasgow.
The Nominating Committee held one (1) meeting in 1999. The Nominating Committee
will consider nominees made by the shareholders at the meeting.
Each member of the Board of Directors who is not an officer or employee
of the Company receives shares of Common Stock at the rate of 12,000 shares per
annum, payable quarterly. The Company reimburses its Directors for travel
expenses incurred in connection with meetings of the Board of Directors or
committee meetings attended.
<PAGE>
PROPOSAL NO. 2:
---------------
RATIFICATION OF SELECTION
OF PARKS, TSCHOPP, WHITCOMB & ORR, P.A.
AS INDEPENDENT AUDITORS
-----------------------
The Board of Directors has selected the firm of Parks, Tschopp,
Whitcomb & Orr, P.A. to serve as independent auditors and to audit the Company's
financial statements for 2000. The firm of Parks, Tschopp, Whitcomb & Orr, P.A.
audited the Company's financial statements for the year ended 1999. The Company
is advised that neither the firm nor any of its partners has any material direct
or indirect relationship with the Company. The Board of Directors considers
Parks, Tschopp, Whitcomb & Orr, P.A. to be well qualified for the function of
serving as the Company's independent auditors. The Utah Revised Business
Corporation Act does not require the approval of the selection of auditors by
the Company's shareholders, but in view of the importance of the financial
statements to shareholders, the Board of Directors deems it desirable that they
pass upon its selection of independent auditors. In the event the shareholders
disapprove of the selection, the Board of Directors will consider the selection
of other auditors. The Board of Directors recommends that you vote in favor of
the above proposal in view of the familiarity of Parks, Tschopp, Whitcomb & Orr,
P.A. with the Company's financial and other affairs due to its previous service
as independent auditors for the Company.
A representative of Parks, Tschopp, Whitcomb & Orr, P.A. is expected to
be present at the Annual Meeting with the opportunity to make a statement if he
desires to do so, and is expected to be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF
SELECTION OF PARKS, TSCHOPP, WHITCOMB & ORR, P.A. AS INDEPENDENT AUDITORS.
UNLESS PROPERLY EXECUTED AND RETURNED BY THE SHAREHOLDER GIVING THE PROXY,
PROXIES FORWARDED TO THOSE SHAREHOLDERS WHO HOLD THEIR VOTING SECURITIES IN
"STREET NAME" WILL BE VOTED "FOR" THE RATIFICATION OF THE SELECTION BY THE BOARD
OF DIRECTORS OF PARKS, TSCHOPP, WHITCOMB & ORR, P.A. AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE YEAR 2000.
<PAGE>
SHAREHOLDERS' PROPOSALS
-----------------------
Proposals of shareholders intended to be presented at the annual
meeting to be held in 2001 must be received in writing, by the President of the
Company at its offices by January 31, 2001, in order to be considered for
inclusion in the Company's proxy statement relating to that meeting.
By Order of the Board of Directors
/s/ M. Lee Hulsebus
----------------------------------------------
M. Lee Hulsebus, Chairman, President and
Chief Executive Officer
<PAGE>
MIRACOR DIAGNOSTICS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints M. Lee Hulsebus and Ross S. Seibert as
proxies (the "Proxies"), each with power of substitution and resubstitution, to
vote all shares of common stock, $.15 par value per share of Miracor
Diagnostics, Inc., a Utah corporation (the "Company"), held of record by the
undersigned on July 10, 2000 at the Annual Meeting of Stockholders to be held at
9171 Towne Centre Drive, Third Floor Conference Room, Suite 300, San Diego, CA
92122 on Friday, August 25, 2000 at 10:30 a.m., Pacific Daylight Savings Time,
or at any adjournments thereof, as directed below, and in their discretion on
all other matters coming before the meeting or any adjournments thereof.
PLEASE MARK BOXES [ ] IN BLUE OR BLACK INK.
PROPOSAL 1 To elect each of Dr. Arthur E. Bradley and Mr. Thomas E.
Glasgow to the Board of Directors until the annual meeting of
shareholders to be held in the year 2003 and until each of
their respective successors shall have been elected and
qualified.
(Mark only ONE of the two boxes relative to this Proposal)
[ ] VOTE FOR all nominees named above except those who may be
named on this line:
______________________________________________________________
[ ] VOTE WITHHELD as to all nominees named above
PROPOSAL 2 Proposal to ratify appointment by the Company's Board of
Directors of Parks, Tschopp, Whitcomb & Orr, P.A. as the
Company's independent auditors for the current calendar year.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting.
When properly executed, this Proxy will be voted as directed. If no
direction is made, this proxy will be voted FOR proposals 1 and 2.
Please mark, date, sign and return this Proxy promptly in the enclosed
envelope.
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney or executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated: ___________________, 2000
X_______________________________ X_______________________________
Signature Signature, if held jointly
X_______________________________
Print Name(s)
