<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
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 Section 240.14a-11(c) or Section
240.14a-12
MINNTECH 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (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>
MINNTECH -REGISTRATION MARK-
14605 28TH AVENUE NORTH
MINNEAPOLIS, MINNESOTA 55447
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders to be
held at the Lutheran Brotherhood Auditorium, 625 Fourth Avenue South,
Minneapolis, Minnesota, at 3:30 p.m., Central Daylight Time, on August 28, 1996.
The Notice of Annual Meeting of Stockholders and the Proxy Statement that
follow describe the business to be conducted at the meeting. We will also report
on matters of current interest to our stockholders.
Whether you own a few or many shares of stock, it is important that your
shares be represented. If you cannot personally attend, we encourage you to make
certain that you are represented at the meeting by signing the accompanying
proxy and promptly returning it in the enclosed envelope.
Sincerely,
/s/ Louis C. Cosentino
Louis C. Cosentino, Ph.D.
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
July 25, 1996
<PAGE>
MINNTECH -REGISTRATION MARK-
14605 28TH AVENUE NORTH
MINNEAPOLIS, MINNESOTA 55447
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
WEDNESDAY, AUGUST 28, 1996
---------------------
The Annual Meeting of Stockholders of Minntech Corporation will be held at
the Lutheran Brotherhood Auditorium, 625 Fourth Avenue South, Minneapolis,
Minnesota at 3:30 p.m., Central Daylight Time, on Wednesday, August 28, 1996,
for the following purposes:
1. To elect two directors for three-year terms each.
2. To ratify the appointment of Price Waterhouse LLP as the independent
accountants of the Company for the fiscal year ending March 31, 1997.
3. To transact such other business as may properly come before the meeting.
Pursuant to due action of the Board of Directors, stockholders of record on
July 5, 1996 will be entitled to vote at the meeting or any adjournments
thereof.
By Order of the Board of Directors
/s/ Barbara A. Wrigley
Barbara A. Wrigley
SECRETARY
July 25, 1996
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN YOUR
PROXY ON THE ENCLOSED PROXY CARD WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON.
STOCKHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON
IF THEY DESIRE.
<PAGE>
PROXY STATEMENT
OF
MINNTECH CORPORATION
14605 28TH AVENUE NORTH, MINNEAPOLIS, MINNESOTA 55447
------------------------
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
AUGUST 28, 1996
PROXIES AND VOTING
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Minntech Corporation (the "Company") to be
used at the Annual Meeting of Stockholders of the Company to be held August 28,
1996. The approximate date on which this Proxy Statement and accompanying proxy
were first sent or given to stockholders was July 25, 1996. Each stockholder who
signs and returns a proxy in the form enclosed with this Proxy Statement may
revoke the same at any time prior to use by giving notice of such revocation to
the Company in writing or in open meeting. Unless so revoked, the shares
represented by such proxy will be voted at the meeting and at any adjournment or
adjournments thereof. Presence at the meeting of a stockholder who has signed a
proxy does not alone revoke the proxy. Only stockholders of record at the close
of business on July 5, 1996 will be entitled to vote at the meeting or any
adjournment or adjournments thereof.
Under Minnesota law, each item of business properly presented at a meeting
of stockholders generally must be approved by the affirmative vote of the
holders of a majority of the voting power of the shares present, in person or by
proxy, and entitled to vote on that item of business. However, if the shares
present and entitled to vote on that item of business would not constitute a
quorum for the transaction of business at the meeting, then the item must be
approved by a majority of the voting power of the minimum number of shares that
would constitute such a quorum. Votes cast by proxy or in person at the Annual
Meeting of Stockholders will be tabulated by the election inspectors appointed
for the meeting and such inspectors will determine whether or not a quorum is
present. The election inspectors will treat abstentions as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum and in tabulating votes cast on proposals presented to stockholders for a
vote but as unvoted for purposes of determining the approval of the matter from
which the stockholder abstains. Consequently, an abstention will have the same
effect as a negative vote. If a broker indicates on the proxy that it does not
have discretionary authority as to certain shares to vote on a particular
matter, those shares will not be considered as present and entitled to vote with
respect to that matter.
The Company has outstanding only one class of voting securities, common
stock, $.05 par value. As of the close of business on the record date, July 5,
1996, 6,653,214 shares of common stock were outstanding. Each share of common
stock is entitled to one vote. There is not cumulative voting for the election
of directors.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERSHIP AND MANAGEMENT
The following table sets forth certain information concerning the beneficial
ownership of the common stock of the Company as of July 5, 1996 with respect to
(i) all persons known by the Company to be the beneficial owners of more than 5%
of the outstanding common stock of the Company, (ii) each director of the
Company, (iii) each executive officer named in the Summary Compensation Table on
page 7, and (iv) all directors and executive officers as a group.
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
BENEFICIAL OWNER OWNED (1) SHARES
- --------------------------------------------- ------------- --------------
<S> <C> <C>
The Kaufman Fund, Inc. (2) 900,000 13.5
140 East 45th Street
New York, NY 10017
Louis C. Cosentino, Ph.D. 569,354 8.2
14605 28th Avenue No.
Minneapolis, MN 55447
Putnam Investment, Inc. (3) 532,430 8.0
One Post Office Square
Boston, MA 02109
Wellington Management (4) 416,000 6.3
75 State Street
Boston, MA 02109
Fred L. Shapiro, M.D. 168,020(5) 2.5
Thomas J. McGoldrick 141,146 2.1
George Heenan 98,789 1.5
Donald H. Soukup 90,217 1.4
Amos Heilicher 87,718 1.3
Donald J. Shapiro (6) 58,579 *
Daniel H. Schyma 51,319 *
Richard P. Goldhaber 26,727 *
Barbara A. Wrigley 15,938 *
Norman Dann 7,030 *
All directors and executive officers as a
group (14 persons) 1,518,464 20.0
</TABLE>
- ------------------------
* Less than one percent.
(1) Includes shares subject to currently exercisable options as follows: Dr.
Cosentino, 331,342 shares; Dr. Fred Shapiro, 35,150 shares; Mr. McGoldrick,
102,498 shares; Mr. Heenan, 49,210 shares; Mr. Heilicher, 35,150 shares; Mr.
Soukup, 49,210 shares; Ms. Wrigley, 14,500 shares; Mr. Goldhaber, 24,997
shares; Mr. Schyma, 50,029 shares; Mr. Dann, 7,030 shares; and all directors
and executive officers as a group, 887,973 shares.
(2) Information is based on a written statement of The Kaufmann Fund, Inc. dated
as of June 30, 1996.
3
<PAGE>
(3) Information is based on a written statement of Putnam Investments, Inc.
dated as of June 30, 1996. Putnam Investments, Inc., which is a wholly owned
subsidiary of Marsh & McLennan Companies, Inc., wholly owns two registered
investment advisers, Putnam Investment Management, Inc. and The Putnam
Advisory Company, Inc. The shares listed as beneficially owned by Putnam
Investments, Inc. consist of shares beneficially owned by such investment
advisers, which in turn include shares beneficially owned by clients of such
investment advisers.
(4) Information is based on a written statement of Wellington Management dated
as of June 30, 1996.
(5) Includes 5,250 shares held in trust for Dr. Shapiro's daughter and
grandaughter of which Dr. Shapiro's spouse is trustee. Dr. Shapiro disclaims
beneficial ownership with respect to such shares.
(6) Mr. Shapiro retired from the Board of Directors effective April 1, 1996.
4
<PAGE>
ELECTION OF DIRECTORS
The Company's Restated Articles of Incorporation provide for the election of
approximately one-third of the Board of Directors annually. Accordingly, two
directors are to be elected at this year's annual meeting for terms expiring in
1999. Set forth below is certain information with respect to each person
nominated by the Board of Directors and each person whose term of office will
continue after the meeting:
<TABLE>
<CAPTION>
DIRECTOR PRESENT TERM
NAME AND AGE PRINCIPAL OCCUPATION AND OTHER DIRECTORSHIPS SINCE EXPIRES
- ------------------------------------ --------------------------------------------------- ----------- ---------------
<S> <C> <C> <C>
NOMINEES:
Fred L. Shapiro, M.D. (61) Consultant to Hennepin Faculty Associates, a 1982 1996
nonprofit organization involved in medical
education, research and patient care, since June
1995. President of Hennepin Faculty Associates
from January 1984 to June 1995; Medical Director
of the Regional Kidney Disease Program from 1966
to January 1984. Professor of Medicine at Hennepin
County Medical Center and the University of
Minnesota. Dr. Shapiro is the nephew by marriage
of Amos Heilicher. Dr. Shapiro is also a director
of MediJet, Inc.
Donald H. Soukup (55) Independent venture capitalist since 1984. Mr. 1980 1996
Soukup is also a director of Ciprico, Inc. and
several private companies.
CONTINUING DIRECTORS:
Louis C. Cosentino, Ph.D. (52) President of the Company since 1974. Chairman of 1974 1998
the Board and Chief Executive Officer of the
Company since 1992. Dr. Cosentino is also a
director of MediJet, Inc.
George Heenan (56) Director and Executive Fellow of the Institute of 1982 1997
Venture Management at the University of St. Thomas
since September 1994. President of Bissell
Healthcare Corporation, North American Operations,
a manufacturer and distributor of medical
products, from February 1991 to August 1994.
Chairman of Clarus Medical Systems, Inc., a
manufacturer of diagnostic and interventional
endoscopes, from May 1987 to February 1991. Mr.
Heenan has also been a principal of Heenan
Investments, Inc., a venture development and
investment company, since January 1986.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR PRESENT TERM
NAME AND AGE PRINCIPAL OCCUPATION AND OTHER DIRECTORSHIPS SINCE EXPIRES
- ------------------------------------ --------------------------------------------------- ----------- ---------------
<S> <C> <C> <C>
Amos Heilicher (77) President of Advance Carter Co., a distributor of 1982 1997
coin-operated machines, and Advance Realty Co. for
more than five years. Mr. Heilicher is the uncle
by marriage of Fred L. Shapiro.
Norman Dann (69) Consultant. Mr. Dann is a director of Medwave Inc. 1995 1998
and several privately held companies.
</TABLE>
All shares represented by proxies will be voted for the election of Dr.
Shapiro and Mr. Soukup except as otherwise provided therein. If a nominee should
withdraw or otherwise become unavailable for reasons not presently known, such
shares may be voted for another person in the place of such nominee in
accordance with the best judgment of the persons named in the proxy.
The Board of Directors had 12 regular meetings during the last fiscal year.
Each director participated in at least 75% of the meetings of the Board of
Directors and any committees on which such person served. Mr. Dann was appointed
to the Board of Directors on November 21, 1996 to fill a vacancy resulting from
an increase in the number of directors of the Company. Mr. Dann participated in
100% of the meetings of the Board of Directors held subsequent thereto.
COMMITTEES
The Board of Directors has established an Audit Committee, a Compensation
Committee and an Acquisitions Committee. The Board does not have a Nominating
Committee.
The Audit Committee consists of two non-employee directors, Donald H. Soukup
and Norman Dann, and is responsible for matters relating to accounting policies
and practices, financial reporting and internal controls. The Audit Committee
held one meeting during the last fiscal year.
The Compensation Committee consists of three non-employee directors, George
Heenan, Amos Heilicher and Fred L. Shapiro, M.D., and is responsible for making
recommendations to the Board of Directors concerning the amount and form of
compensation paid by the Company to its executive officers and members of the
Board of Directors. The Compensation Committee held one meeting during the last
fiscal year.
The Acquisitions Committee consists of two non-employee directors, Amos
Heilicher and Donald H. Soukup, and is responsible for the review, evaluation
and proposal to the Board of Directors of possible mergers, acquisitions and
other business combinations on behalf of the Company. The Acquisitions Committee
did not meet during the last fiscal year.
6
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows, for the fiscal years ending March 31, 1996, 1995
and 1994, the cash compensation paid by the Company, as well as certain other
compensation paid or accrued for those years, to Louis C. Cosentino, Ph.D., the
Company's Chairman of the Board, President and Chief Executive Officer, and to
each of the other four most highly compensated executive officers of the
Company:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
FISCAL YEAR ANNUAL COMPENSATION -------------
ENDED ---------------------- STOCK ALL OTHER
NAME AND POSITION MARCH 31 SALARY BONUS OPTIONS (1) COMPENSATION (2)
- --------------------------------------------- -------------- ----------- -------- ------------- ----------------
<S> <C> <C> <C> <C> <C>
Louis C. Cosentino, Ph.D. 1996 $276,000 $ -- 100,000 $22,788(3)
Chairman of the Board, 1995 230,670 115,335 -- 4,362
President and Chief Executive Officer 1994 225,000 -- 100,000 4,753
Richard P. Goldhaber 1996 195,000 -- 40,000 --
Vice President 1995 162,000 81,000 -- 44,197(5)
Technology 1994 57,641(4) -- 20,000 5,200(5)
Thomas J. McGoldrick 1996 151,200 -- 40,000 900
Executive Vice President 1995 116,283 75,584 -- 5,423
1994 113,425 -- 40,000 4,220
Barbara A. Wrigley 1996 120,000 -- 40,000 900
Vice President, General 1995 99,675 49,838 -- 4,560
Counsel and Secretary 1994 90,614 -- 26,000 2,562
Daniel H. Schyma 1996 119,200 -- 40,000 900
Vice President 1995 95,344 47,672 -- 4,587
International 1994 93,000 -- 20,000 16,640(6)
</TABLE>
- ------------------------
(1) Number of shares purchasable under option grants. Options granted in fiscal
1994 include options granted in fiscal 1993 that were repriced in fiscal
1994, including an option to purchase 50,000 shares held by Dr. Cosentino,
options to purchase 20,000 shares held by each of Messrs. McGoldrick and
Schyma and options to purchase 6,000 shares held by Ms. Wrigley. Options
granted in fiscal 1996 include options granted with respect to fiscal 1995.
(2) Except as otherwise noted, includes profit sharing contributions and/or
401(k) matching contributions under the Company's Profit Sharing and
Retirement Plan. See "Report of the Compensation Committee."
(3) Includes fees paid to Dr. Cosentino for his service on the Company's Board
of Directors.
(4) Mr. Goldhaber commenced his employment with the Company in November 1993.
(5) Includes for fiscal 1995 and 1994 amounts reimbursed to Mr. Goldhaber for
moving and temporary living expenses.
(6) Includes amounts paid to Mr. Schyma as a foreign living allowance.
7
<PAGE>
OPTION EXERCISES AND HOLDINGS
The following table sets forth information with respect to the named
executives concerning the exercise of options during the last fiscal year and
unexercised options held as of the end of the fiscal year:
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT MARCH 31, 1996 AS OF MARCH 31, 1996 (2)
ACQUIRED VALUE ---------------------------- -------------------------------
NAME ON EXERCISE REALIZED (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------- ----------- ----------- ----------- -------------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Louis C. Cosentino -- $ -- 330,842 50,000 $3,236,361 $ --
Richard P. Goldhaber -- -- 19,998 60,002 187,482 302,518
Thomas J. McGoldrick 19,827 334,045 97,499 55,001 1,026,183 313,743
Barbara A. Wrigley 10,250 93,562 9,500 51,250 77,250 213,437
Daniel H. Schyma 11,625 76,472 45,000 55,000 386,250 248,750
</TABLE>
- ------------------------
(1) Market value on the date of exercise of shares covered by options exercised,
less option exercise price.
(2) Market value of shares covered by in-the-money options on March 31, 1996,
less option exercise price. Options are in-the-money if the market value of
the shares covered thereby is greater than the option exercise price. Market
price was $20.50 per share on March 31, 1996.
EMPLOYMENT AGREEMENTS
The Company has entered into agreements with certain of its executive
officers, including certain of the executive officers named in the Summary
Compensation Table above, which provide for a lump sum cash severance payment
equal to an amount ranging from one to three times the executive's annual
compensation, plus fringe benefits, in the event of a "change of control" of the
Company. The maximum amounts currently payable to the named executives in the
event of a change of control are as follows: Dr. Cosentino, $1,190,541; Mr.
Goldhaber, $222,736; Mr. McGoldrick, $416,848; and Mr. Schyma, $125,266. The
agreements are in effect until April 1997 and are automatically renewed for
additional periods of one year thereafter until notice of termination of the
agreement is given to the executive by the Company. Such notice must be given by
the Company within 60 days prior to the expiration of the agreement. The
severance payments are due to any executive who either is involuntarily
terminated by the Company or voluntarily terminates his employment after a
reduction in his duties, compensation or fringe benefits which occurs within the
36-month period following a change of control. Under the agreement, each
executive agrees to remain with the Company for 90 days following a change of
control to assist the transition, after which time the executive may, during the
next 90 days, voluntarily terminate his employment and receive 50% of such
severance payment.
DIRECTOR COMPENSATION
All directors received an annual fee of $10,000 (provided such directors
attended at least 75% of all meetings of the Board of Directors during the
fiscal year) and also received $1,000 for each full meeting attended in fiscal
1996. All directors received $750 for each committee meeting attended. Directors
and their spouses are reimbursed for all travel expenses incurred in connection
with attendance at meetings of the Board of Directors.
Effective April 1, 1995 the Company adopted the Emeritus Director Consulting
Plan (the "Plan"). The Plan has been adopted to enable the Company to continue
to utilize the expertise of directors after retirement. Non-employee directors
who have served on the Board of Directors for five full consecutive years are
eligible for participation in the Plan. An annual fee equal to the annual
retainer in effect at the time of the director's retirement will be paid in
consideration for consulting
8
<PAGE>
services to be provided to the Company following the director's retirement.
Determination of eligibility and participation in the Plan will be made
annually. The length of participation in the Plan will be limited to the number
of years of service on the Board of Directors.
Effective April 1, 1996, the Company entered into a consulting arrangement
with Mr. Donald J. Shapiro under the Plan. Mr. Shapiro retired from the Board of
Directors on April 1, 1996. Under the Plan Mr. Shapiro will be paid an annual
fee equal to $10,000, the annual retainer in effect at the time of his
retirement.
The Company's 1989 Stock Plan (the "1989 Plan") provides for the annual,
automatic granting of a defined number of options to non-employee directors at
the last regularly scheduled meeting of the Board of Directors during the fiscal
year. Such options are granted to each director who (a) is not an employee of
the Company and who (i) is elected or reelected as a director by the
stockholders at any annual or special meeting of the stockholders or (ii) is
serving an unexpired term as a director, on the date of the last regularly
scheduled meeting of the Board of Directors during the fiscal year, and (b) at
the time of any such meeting, has served as a director for at least six months
of the year preceding the date of such meeting. The 1989 Plan provides that each
such director shall, as of the date of the applicable meeting, automatically
receive a non-qualified option to purchase 7,030 shares of the Company's common
stock, with the option price equal to the fair market value of the Company's
common stock on such date. Non-employee directors as a group from April 1, 1995
through March 31, 1996 were granted options under the 1989 Plan to purchase
35,150 shares at an exercise price of $20.50 per share. Mr. Dann was not
eligible for the automatic granting of a stock option, but received a
non-qualified option to purchase 7,030 shares of the Company's common stock at
an exercise price of $17.50 upon being appointed to the Board of Directors.
REPORT OF THE COMPENSATION COMMITTEE
OVERVIEW
The Compensation Committee (the "Committee") of the Board of Directors is
responsible for establishing compensation policies for all executive officers of
the Company, including the five most highly compensated executive officers named
in the accompanying tables (the "Named Executives"). The Committee establishes
the total compensation for the executive officers in light of these policies.
The Committee is composed entirely of non-employee directors.
The following report addresses the Company's executive compensation policies
and discusses factors considered by the Committee in determining the
compensation of the Company's President and Chief Executive Officer and other
executive officers for its fiscal year ended March 31, 1996.
COMPENSATION POLICIES FOR EXECUTIVE OFFICERS
The Committee's executive compensation policies are designed to provide
competitive levels of compensation that integrate pay with the Company's annual
and long-term performance goals, reward above-average corporate performance,
recognize individual initiative and achievements, and assist the Company in
attracting and retaining qualified executives. To that end, the Committee has
established certain parameters of corporate performance that must be met before
the discretionary features of its executive compensation plans apply. These
discretionary features include stock option grants and performance bonuses,
which are generally limited to 50% of an executive officer's base salary. Absent
the discretionary features, the Company's executive officers are paid base
salaries that are subject to annual cost-of-living increases, along with
periodic adjustments to make such salaries competitive with other similar sized
companies in the medical device industry. The Company's executive officers are
also given the opportunity to participate in certain other broad-based employee
benefit plans. As the result of the Company's increased emphasis on tying
executive compensation to corporate performance, in any particular year the
Company's executives may be paid more or less than the executives of other
companies in the medical device industry. The Company's use of stock
9
<PAGE>
option grants as a key component of its executive compensation plans reflects
the Committee's position that stock ownership by management and stock-based
compensation arrangements are beneficial in aligning management's and
stockholders' interests to enhance stockholder value.
RELATIONSHIP OF PERFORMANCE UNDER THE COMPENSATION PLANS
Compensation paid to the Company's executive officers in fiscal 1996, as
reflected in the Summary Compensation Table above as to the Named Executives,
consisted only of base salary. The Committee established corporate target
performance levels and corresponding bonus amounts if those performance levels
were met for the current fiscal year under the Company's bonus plan. Because
these corporate performance levels were not met, executive bonuses were not
awarded.
The Committee's emphasis on tying pay to performance criteria is reflected
in the compensation paid to the Named Executives for fiscal 1996. The measures
of performance that are utilized under the Company's performance bonus plan are
based on achieving increases in pre-tax profits compared to the previous year's
actual results, taking into account certain levels of projected growth in
earnings per share and return on stockholders' equity.
The various performance-related aspects of the Company's executive
compensation plans are set forth below:
PERFORMANCE BONUS AWARDS. Performance bonus opportunities for the Company's
executive officers, including the Named Executives and other key employees, are
linked to a percentage of their base salary, generally limited to 50% of base
salary for fiscal 1996. Prior to the start of fiscal 1996, the Committee
established a maximum bonus pool payable based on the Company reaching certain
increases in pre-tax profits. The Committee has once again established corporate
target performance levels and corresponding bonus amounts if those performance
levels are met for the current fiscal year under the Company's bonus plan. The
measures of performance that are utilized under the Company's performance bonus
plan are based on achieving increases in pre-tax profits compared to the
previous year's actual results, taking into account certain levels of projected
growth in earnings per share and return on stockholders' equity.
At the time it establishes the target profit levels, the Committee also sets
out a list of the executives allowed to participate in the performance bonus
plan for the coming fiscal year, along with maximum bonus amounts payable to
each participant. The Company's President and Chief Executive Officer is then
allowed to determine actual amounts payable to each participant, generally
limited to such maximum amounts established by the Committee, based upon his
evaluation of the individual's performance, subject to ratification by the
Committee.
The Company's operating results did not meet the minimum pre-tax profit
level established by the Committee for fiscal 1996 and, consequently, no bonuses
were awarded.
STOCK OPTION GRANTS. For fiscal 1996, the Compensation Committee granted
stock options to various executives, including the options granted to the Named
Executives as reflected in the table above. In April 1995, the Committee granted
options to various executives, for performance with respect to fiscal 1995,
which are also reported in the table above. Stock options are intended to focus
the Company's key employees, including the Named Executives, on long-term
Company performance which results in improvement in stockholder value and
provides significant earnings potential to the executives.
OTHER COMPENSATION PLANS. The executive officers are able to defer a
portion of their income to future years under the Company's deferred
compensation plan. In addition, at various times in the past the Company has
adopted certain broad-based employee benefit plans in which the Company's
executive officers, including the Named Executives, have been permitted to
participate. The incremental cost to the Company of the Named Executives'
benefits provided under these plans (which is not set forth in any of the
Tables) equaled approximately 4-5% of their base salaries for fiscal 1995.
10
<PAGE>
Other than with respect to the Company's Profit Sharing and Retirement Plan
and its 1990 Employee Stock Purchase Plan, benefits under these plans are not
directly or indirectly tied to Company performance.
DR. COSENTINO'S FISCAL 1996 COMPENSATION
Dr. Cosentino's compensation for fiscal 1996, as reflected in the Summary
Compensation Table above, consisted of base compensation, director's fees and
the grant of an option to purchase 50,000 shares of the Company's common stock.
In addition, in April 1995 the Committee granted Dr. Cosentino an option to
purchase 50,000 shares of the Company's common stock reflecting the Company's
strong performance for fiscal year 1995. Dr. Cosentino's base salary for fiscal
1996 was increased 20% from his base salary paid for fiscal 1995 reflecting
similar increases in base pay in the medical device industry for similar sized
companies. As noted above, because the Company did not meet the performance
bonus standards set by the Compensation Committee, Dr. Cosentino was not paid a
performance bonus for fiscal 1996. The continued strong performance of the
Company's revenues, which increased 15% over fiscal 1995, in addition to the
belief that stock options provide the Company's executives with incentives tied
to the Company's long-term performance, were factors considered by the Committee
in its determination to grant Dr. Cosentino an option to purchase 50,000
additional shares of the Company's common stock in March 1996.
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE COMPANY'S BOARD OF DIRECTORS:
George Heenan Amos Heilicher Fred L. Shapiro, M.D.
11
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on the
common stock of the Company for the last five fiscal years with the cumulative
total return of the Standard & Poor's 500 Stock Index and the Standard & Poor's
Medical Products and Supplies Index over the same period (assuming the
investment of $100 in each on March 31, 1991, and the reinvestment of all
dividends).
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG MINNTECH CORPORATION,
THE S&P 500 STOCK INDEX AND THE S&P MEDICAL PRODUCTS AND SUPPLIES INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
S & P MEDICAL
<S> <C> <C> <C>
MINNTECH CORPORATION S & P 500 PRODUCTS & SUPPLIES
3/91 100 100 100
3/92 152 111 111
3/93 134 128 98
3/94 106 130 82
3/95 142 150 120
3/96 191 198 178
</TABLE>
12
<PAGE>
PROPOSALS OF STOCKHOLDERS
The proxy rules of the Securities and Exchange Commission permit
stockholders, after timely notice to issuers, to present proposals for
stockholder action in issuer proxy statements where such proposals are
consistent with applicable law, pertain to matters appropriate for stockholder
action, and are not properly omitted by company action in accordance with the
proxy rules. The Company's annual meeting of stockholders for the year ending
March 31, 1997 is expected to be held on or about August 29, 1997, and the proxy
materials in connection with that meeting are expected to be mailed on or about
July 19, 1997. Stockholder proposals prepared in accordance with the proxy rules
must be received by the Company on or before March 20, 1997.
APPOINTMENT OF AUDITORS
At the meeting, a vote will be taken on a proposal to ratify the appointment
of Price Waterhouse LLP by the Board of Directors to act as independent auditors
of the Company for the year ending March 31, 1997. Price Waterhouse LLP
independent certified public accountants, have audited the Company's financial
statements since 1995.
A representative of Price Waterhouse LLP is expected to be present at the
Annual Meeting to make a statement if he so desires and to respond to
appropriate questions.
OTHER MATTERS
SOLICITATION
The Company will bear the cost of preparing, assembling and mailing the
proxy, Proxy Statement, annual report and other material which may be sent to
the stockholders in connection with this solicitation. Brokerage houses and
other custodians, nominees and fiduciaries may be requested to forward
soliciting material to the beneficial owners of stock, in which case they will
be reimbursed by the Company for their expenses in doing so. Proxies are being
solicited primarily by mail but, in addition, officers, employees and agents of
the Company may solicit proxies personally by telephone or special letter.
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
directors and executive officers, and persons who own more than 10% of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of common stock and other equity securities of the Company. These
insiders are required by Securities and Exchange Commission regulations to
furnish the Company with copies of all Section 16(a) forms they file, including
Forms 3, 4 and 5.
To the Company's knowledge, based solely on a review of copies of such
reports furnished to the Company and written representations that no other
reports were required during and with respect to the fiscal year ended March 31,
1995, all Section 16(a) filing requirements applicable to its insiders were
complied with on a timely basis.
13
<PAGE>
OTHER MATTERS
The Board of Directors does not intend to present to the meeting any matter
not referred to above and does not presently know of any matters that may be
presented to the meeting by others. However, if other matters come before the
meeting, it is the intention of the persons named in the enclosed form of proxy
to vote the proxy in accordance with their best judgment.
The Company is including with this Proxy Statement its Annual Report to
Stockholders for the year ended March 31, 1996, which includes an audited
balance sheet as of that date and the related statements of earnings, cash flows
and stockholders' equity, as well as other financial information relating to the
Company, including Management's Discussion and Analysis of Financial Condition
and Results of Operations. STOCKHOLDERS MAY RECEIVE, WITHOUT CHARGE, A COPY OF
THE COMPANY'S 1995 FORM 10-K REPORT AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION BY WRITING TO MINNTECH CORPORATION, 14605 28TH AVENUE NORTH,
MINNEAPOLIS, MINNESOTA 55447, ATTENTION: CHIEF FINANCIAL OFFICER.
By Order of the Board of Directors
/s/ Barbara A. Wrigley
Barbara A. Wrigley
SECRETARY
July 25, 1996
14
<PAGE>
PROXY
MINNTECH CORPORATION
ANNUAL MEETING OF STOCKHOLDERS -- AUGUST 28, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Louis C. Cosentino, Ph.D., and Barbara A.
Wrigley, and each of them, as Proxies, each with the power to appoint his or her
substitute, and hereby authorizes such Proxies to represent and to vote, as
designated below, all the shares of common stock of MINNTECH CORPORATION, held
of record by the undersigned on July 5, 1996, at the ANNUAL MEETING OF
STOCKHOLDERS to be held on August 28, 1996, or any adjournment thereof:
1. ELECTION OF FOR all nominees listed below WITHHOLD AUTHORITY
DIRECTORS: (EXCEPT AS MARKED BELOW) / / TO VOTE FOR ALL NOMINEES
LISTED BELOW / /
Fred L. Shapiro, M.D. and Donald H. Soukup
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW)
________________________________________________________________________________
2. RATIFICATION OF THE APPOINTMENT OF PRICE WATERHOUSE LLP AS THE INDEPENDENT
AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING MARCH 31, 1997.
/ / FOR / / AGAINST / / ABSTAIN
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL
BE VOTED "FOR" PROPOSALS (1) AND (2). THE PROXIES ARE AUTHORIZED TO VOTE THIS
PROXY IN THEIR DISCRETION WITH RESPECT TO OTHER MATTERS WHICH MAY PROPERLY COME
BEFORE THE MEETING.
Please sign exactly as your name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, 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.
_____________________________________
Signature
_____________________________________
Signature (if held jointly)
Dated: ______________________________
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
