SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14(a)-12
E-Z-EM, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
DENNIS J. CURTIN
--------------------------------------------------------------------------------
(Name of Person(s) filing Proxy Statement)
Payment of filing fee (check the appropriate box):
/ / $125 per Exchange Act Rule 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 0-11:1
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
-----------------------
1Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE>
/ / 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:
$125.00
--------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
Preliminary Proxy Statement
--------------------------------------------------------------------------------
(3) Filing party: Dennis J. Curtin
E-Z-EM, Inc.
717 Main Street
Westbury, New York 11590-5021
--------------------------------------------------------------------------------
(4) Date filed:
August 25, 1995
--------------------------------------------------------------------------------
-2-
<PAGE>
E-Z-EM, INC.
--------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 12, 1995
--------------
To the Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of E-Z-EM, INC., a Delaware Corporation (the "Company"), will be held
at the Milleridge Inn in Jericho, New York, on Thursday, October 12, 1995, at
11:00 a.m., Local Time, for the following purposes:
1. To elect three Class II directors, each to serve
for a term of three years and to elect one Class I director,
to serve for a term of two years;
2. To approve an amendment to the Company's Restated
Certificate of Incorporation to (i) decrease the number of authorized
shares of Class A Common Stock, $.10 par value, of the Company from
12,000,000 shares to 6,000,000 shares; and (ii) increase the number of
authorized shares of Class B Common Stock, $.10 par value, of the
Company, from 6,000,000 shares to 10,000,000 shares;
3. To amend the Company's 1983 Stock Option Plan (the "1983
Plan") to (i) extend the term of the 1983 Plan; (ii) approve an
increase in the number of authorized shares reserved for issuance
pursuant to the 1983 Plan from 1,500,000 shares of Common Stock to
1,600,000 shares of Common Stock; and (iii) provide that no recipient
of options may be granted options in excess of twenty-five percent
(25%) of the maximum number of shares intended to be issued under the
1983 Plan (as specified in the 1983 Plan);
4. To amend the Company's 1984 Directors and Consultants Stock
Option Plan (the "1984 Plan") to (i) extend the term of the 1984 Plan;
(ii) approve an increase in the number of authorized shares reserved
for issuance pursuant to the 1984 Plan, from 300,000 shares of Common
Stock to 400,000 shares of Common Stock; and (iii) provide that no
recipient of options may be granted options in excess of twenty-five
(25%) of the maximum number of shares intended to be issued under the
1984 Plan (as specified in the 1984 Plan);
5. To ratify the appointment of Grant Thornton LLP as
the Company's independent auditors for the fiscal year
ending June 1, 1996; and
<PAGE>
6. To transact such other business as may properly
come before the Meeting.
The Board of Directors has fixed the close of business on August 29,
1995 as the record date (the "Record Date") for the Meeting. Only stockholders
of record of the Company's Class A Common Stock, $0.10 par value, on the
Company's stock transfer books on the close of business on that date are
entitled to vote at the Meeting.
By Order of the Board of Directors
W. PHILIP VAN KIRK
Secretary
Westbury, New York
Dated: September 12, 1995
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, YOU ARE URGED
TO FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE THAT IS
PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
Stockholders are invited to lunch immediately following the meeting. If
you wish to attend, please check the appropriate box on the enclosed proxy and
return it in the enclosed envelope.
<PAGE>
E-Z-EM, INC.
717 MAIN STREET
WESTBURY, NEW YORK 11590-5021
----------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 12, 1995
----------------
INTRODUCTION
This Proxy Statement is being furnished to stockholders by the Board of
Directors of E-Z-EM, Inc., a Delaware corporation (the "Company"), in connection
with the solicitation of the accompanying proxy (each a "Proxy" and
collectively, the "Proxies") for use at the 1995 Annual Meeting of Stockholders
of the Company (the "Meeting") to be held at the Milleridge Inn in Jericho, New
York, on Thursday, October 12, 1995, at 11:00 a.m., or at any adjournment
thereof.
The principal executive offices of the Company are located at 717 Main
Street, Westbury, New York 11590-5021. The approximate date on which this Proxy
Statement and the accompanying Proxy will first be sent or given to stockholders
is September 12, 1995.
RECORD DATE AND VOTING SECURITIES
As of the close of business on August 29, 1995, the record date (the
"Record Date"), there were 4,032,532 outstanding shares of the Company's Class A
Common Stock, $0.10 par value (the "Class A Common Stock"). Holders of the Class
A Common Stock have one vote per share on each matter to be acted upon. Only
stockholders (the "Stockholders") of Class A Common Stock of record at the close
of business on the Record Date for the Meeting, will be entitled to vote at the
Meeting and at any adjournment thereof. A majority of the outstanding shares of
Class A Common Stock present in person or by proxy is required to constitute a
quorum at the Meeting.
Additionally, the Company had 4,794,712 shares of Class B Common Stock,
$0.10 par value (the "Class B Common Stock" and collectively with the Class A
Common Stock, the "Common Stock") outstanding as of the Record Date. Shares of
Class B Common Stock are non-voting shares.
<PAGE>
VOTING OF PROXIES
Shares of Class A Common Stock represented by Proxies, which are
properly executed, duly returned and not revoked, will be voted in accordance
with the instructions contained therein. If no specification is indicated on the
Proxy, the shares of Class A Common Stock represented thereby will be voted: (i)
for the election as Directors of the persons who have been nominated by the
Board of Directors; (ii) for the proposed amendments to the Company's Restated
Certificate of Incorporation to (a) decrease the number of authorized shares of
Class A Common Stock, and (b) increase the number of authorized shares of Class
B Common Stock; (iii) for the amendments to the Company's 1983 Stock Option Plan
(the "1983 Plan") which (a) extend the term of the 1983 Plan; (b) increase the
number of shares reserved for issuance pursuant to the 1983 Plan; and (c)
provide that no recipient of options may be granted options in excess of
twenty-five percent of the maximum number of shares intended to be issued under
the 1983 Plan; (iv) for the amendments to the Company's 1984 Directors and
Consultants Stock Option Plan (the "1984 Plan") which (a) extend the term of the
1984 Plan; (b) increase the number of shares reserved for issuance pursuant to
the 1984 Plan; and (c) provide that no recipient of options may be granted
options in excess of twenty-five percent of the maximum number of shares
intended to be issued under the 1984 Plan; (v) for the ratification of the
appointment of Grant Thornton LLP as the Company's independent auditors for the
fiscal year ending June 1, 1996 (the "1996 Fiscal Year"); and (vi) for any other
matter that may properly be brought before the Meeting in accordance with the
judgment of the person or persons voting the Proxies.
The execution of a Proxy will in no way affect a Stockholder's right to
attend the Meeting and vote in person. Any Proxy executed and returned by a
Stockholder may be revoked at any time thereafter if written notice of
revocation is given to the Secretary of the Company prior to the vote to be
taken at the Meeting, or by execution of a subsequent proxy which is presented
before the Meeting, or if the Stockholder attends the Meeting and votes by
ballot, except as to any matter or matters upon which a vote shall have been
cast pursuant to the authority conferred by such Proxy prior to such revocation.
For purposes of determining the presence of a quorum for transacting business at
the Meeting, abstentions and broker "non-votes" (i.e., proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote shares on a particular matter
with respect to which the brokers or nominees do not have discretionary power)
will be treated as shares that are present but which have not been voted.
-2-
<PAGE>
The cost of solicitation of the Proxies being solicited on behalf of
the Board of Directors will be borne by the Company. In addition to the use of
the mail, proxy solicitation may be made by telephone, telegraph and personal
interview by officers, directors and employees of the Company. The Company will,
upon request, reimburse brokerage houses and persons holding Class A Common
Stock in the names of their nominees for their reasonable expenses in sending
soliciting material to their principals.
SECURITY OWNERSHIP
The following table sets forth information, as of August 29, 1995, as
to the beneficial ownership of the Company's voting Class A and non-voting Class
B Common Stock, by (i) each person known by the Company to own beneficially more
than 5% of the Company's voting Class A Common Stock, (ii) each of the Company's
directors, (iii) each of the Company's Named Executive Officers, and (iv) all
directors and executive officers of the Company as a group. Unless otherwise
indicated, the address of all 5% Stockholders named below is: c/o E-Z-EM, Inc.,
717 Main Street Westbury, New York 11590-5021.
<TABLE>
<CAPTION>
Class A Class B
--------------------------------- ---------------------------------
Shares Shares
Beneficially Percent Beneficially Percent
Name of Beneficial Owner Owned(1) of Class Owned(3) of Class
----------------------------------------- ----------------- ------------- ----------------- -------------
<S> <C> <C> <C> <C>
Howard S. Stern,............................ 956,412 23.6 1,133,985 21.7
Chairman of the Board, Director
Betty S. Meyers............................. 928,806 22.9 1,110,099 21.3
and Phillip H. Meyers, M.D.,
Senior Vice President, Director
410 Emerald Street
New Orleans, LA 70124
Irwin H. Nadel,............................. 309,585(2) 7.6 334,354(3) 6.4
Director
35 Quail Run Circle
Fairfield, CT 06430
Daniel R. Martin,........................... 22,000 * 108,297 2.1
President, Chief Executive
Officer, Director
Arthur L. Zimmet,........................... 28,750 * 60,079 1.2
Senior Vice President
Robert M. Topol,............................ 26,000 * 27,588 *
Director
Donald A. Meyer,............................ 20,179 * 27,455 *
Director
George P. Carden,........................... 6,725 * 28,339 *
Senior Vice President and
General Manager
James L. Katz,.............................. 3,025 * 21,118 *
Director
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
Class A Class B
--------------------------------- ---------------------------------
Shares Shares
Beneficially Percent Beneficially Percent
Name of Beneficial Owner Owned(1) of Class Owned(3) of Class
----------------------------------------- ----------------- ------------- ----------------- -------------
<S> <C> <C> <C> <C>
Dennis J. Curtin,........................... 1,802 * 23,130 *
Vice President
Paul S. Echenberg,.......................... 3,000 * 20,091 *
Chairman of the Board of E-Z-EM
Canada Inc., Director
Michael A. Davis, M.D.,..................... None * 18,750 *
Medical Director, Director
Wellington Management Company 219,258 5.4 259,917 5.0
75 State Street
Boston, MA 02109............................
All directors and executive 2,307,316(2) 56.8 3,058,718(2) 58.6
officers as a group (22
persons)....................................
</TABLE>
* Does not exceed 1%.
(1) Includes Class A Common Stock shares issuable upon exercise of options
currently exercisable or exercisable within 60 days from the Record
Date as follows: Irwin H. Nadel (2,500), Daniel R. Martin (15,000),
Robert M. Topol (2,500), Donald A. Meyer (2,500), James L. Katz (2,500)
and Paul S. Echenberg (2,500).
(2) The Class A and Class B Common Stock include 282,585 shares and 300,811
shares, respectively, held as Trustee under the Trusts for the benefit
of Seth Frederick Stern and Rachel Beth Stern, and as to which the
Trustee disclaims beneficial ownership, even though the Trustee has the
power to vote and dispose of such shares.
(3) Includes Class B Common Stock shares issuable upon exercise of options
currently exercisable or exercisable within 60 days from the Record Date
as follows: Howard S. Stern (35,000), Phillip H. Meyers, M.D. (15,000),
Irwin H. Nadel (4,500), Daniel R. Martin (100,000), Arthur L. Zimmet
(26,000), Robert M. Topol (4,500), Donald A. Meyer (4,500), George P.
Carden (20,500), James L. Katz (19,500), Dennis J. Curtin (21,000), Paul
S. Echenberg (19,500), and Michael A. Davis, M.D. (18,750).
PROPOSAL I--ELECTION OF DIRECTORS
Nominees
The Company's Board of Directors comprises nine Directors. The Board is
classified into three classes, each of which has a staggered three year term.
At the Meeting, the Stockholders will elect three Class II directors
each of whom will hold office until the Annual Meeting of Stockholders to be
held in 1998 and until their successors are duly elected and qualified. The
Stockholders will also elect one
-4-
<PAGE>
Class I director who will hold office until the 1997 Annual Meeting of
Stockholders and until his successor is duly elected and qualified. The two
Class I directors and three Class III directors who are not up for election at
the Meeting will continue in office during the terms indicated below. Unless
otherwise specified, all Proxies received will be voted in favor of the election
of the persons named below (the "Nominees") as directors of the Company.
Directors shall be elected by a plurality of the votes cast, in person or by
proxy, at the Meeting. Abstentions from voting and broker non-votes on the
election of directors will have no effect since they will not represent votes
cast at the Meeting for the purpose of electing directors. All Nominees are
currently directors of the Company.
The terms of the current Class II directors and of Michael A. Davis,
M.D., a Class I director who became a director in July 1995 expire at the
Meeting and when their successors are duly elected and qualified. Management has
no reason to believe that any of the Nominees will be unable or unwilling to
serve as a director, if elected. Should any of the Nominees not remain a
candidate for election at the date of the Meeting, the Proxies will be voted in
favor of the Nominees who remain candidates and may be voted for substitute
nominees selected by the Board of Directors. The names of the nominees and
certain information concerning them are set forth below:
Nominees to Class II of the Board of Directors
<TABLE>
<CAPTION>
First
Year
Became
Name Principal Occupation Age Director
------------------------------ -------------------------------------------- ------ --------------
<S> <C> <C> <C>
Paul S. Echenberg General Partner and Director 51 1987
of Eckvest Equity Inc.
Donald A. Meyer Executive Director of the 61 1968
Western States Arts
Federation
Robert M. Topol Private Investor 70 1982
</TABLE>
PAUL S. ECHENBERG, age 51, has been a director of the Company since
1987 and has served as Chairman of the Board of E-Z-EM Canada Inc., a
wholly-owned subsidiary of the Company, since 1994. He is a founder and has been
a general partner and director of Eckvest Equity Inc. (personal investment and
consulting services) since 1989. He was also a founder and had been a senior
partner of BDE Capital Partners (investment banking partnership) from 1992 to
1994. He is also a director of Lallemand Inc., ISG Technologies, Inc., LDI
Research Co., Inc., LDI Marketing Co., Inc., Canstar Sports Inc., Benvest
Capital
-5-
<PAGE>
Inc. and Colliers MacAuley Nicholl. The Company has an
investment in ISG Technologies, Inc.
DONALD A. MEYER, age 61, has been a director of the Company
since 1968. He has been the Executive Director of the Western
States Arts Federation, Santa Fe, New Mexico, which provides and
develops regional arts programs, since 1990.
ROBERT M. TOPOL, age 70, has been a director of the Company since 1982.
Prior to his retirement in 1994, he served as an Executive Vice President of
Smith Barney, Inc. (financial services) for more than five years. He is also a
director of First American Health Concepts, Fund for the Aging, City Meals on
Wheels, American Health Foundation, State University of New York - Purchase and
Group One Ltd.
Nominee to Class I of the Board of Directors
<TABLE>
<CAPTION>
First
Year
Became
Name Principal Occupation Age Director
------------------------------ -------------------------------------------- ------ --------------
<S> <C> <C> <C>
Michael A. Davis, M.D. Professor of Radiology 54 July
and Nuclear Medicine, 1995
University of
Massachusetts Medical
Center
</TABLE>
MICHAEL A. DAVIS, M.D., age 54, has served as Medical Director and
Director of the Company since July 1995, and previously served as Medical
Director from 1994 to July 1995 and as Associate Medical Director from 1988 to
1993. He has been Professor of Radiology and Nuclear Medicine and Director of
the Division of Radiologic Research, University of Massachusetts Medical Center
since 1980.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF
EACH OF THE NOMINEES.
The following Class I and Class III Directors will continue on the
Board of Directors for the terms indicated:
-6-
<PAGE>
Class I Directors Continuing on the Board
(Term Expiring in 1997):
JAMES L. KATZ CPA, JD, age 59, has been a director of the Company since
1983. He is the founder and has been a principal of CKR Group, Ltd. (investment
banking) since its organization in August 1995. Previously, he had been the
co-owner and President of Ever Ready Thermometer Co., Inc. from its acquisition
in 1985 until its sale in November 1994. From 1971 until 1980 and from 1983
until 1985, he held various executive positions with Baxter International and
subsidiaries of Baxter International, including that of Chief Financial Officer
of Baxter. He is also a director of Intec, Inc. and Binax.
DANIEL R. MARTIN, age 58, has served as President, Chief Executive
Officer and Director since 1994, and previously served as President, Chief
Operating Officer and Director from 1990 to 1993.
Class III Directors Continuing on the Board
(Term Expiring in 1996):
PHILLIP H. MEYERS, M.D., age 62, co-founder of the Company, has served
as Senior Vice President -- Strategic Scientific Opportunities and Director
since 1994, and previously served as the Medical Director, Senior Vice President
and Director of the Company since its formation in 1962. From 1955 until his
retirement in December 1994, Dr. Meyers was a radiologist whose medical practice
was limited to X-ray diagnosis and ultrasonography.
IRWIN H. NADEL, age 75, has been a director of the Company since 1972.
He is a Certified Public Accountant, member of both the New York Bar and the
Connecticut Bar and has been a principal of Irwin H. Nadel & Company, Fairfield,
Connecticut, since 1960, which provides management consulting services to the
Company as Trustee of its 401(k) Plan.
HOWARD S. STERN, age 64, co-founder of the Company, has served as
Chairman of the Board and Director of the Company since its formation in 1962.
Prior to 1994, Mr. Stern also served as Chief Executive Officer, and prior to
1990, he served as President of the Company since its formation.
MEETINGS
The Board of Directors held four regular meetings and one special
meeting by conference call during the fiscal year ended June 3, 1995 (the "1995
Fiscal Year"). From time to time, the members of the Board of Directors act by
unanimous written consent pursuant to the laws of the State of Delaware.
-7-
<PAGE>
The Company has a standing Executive Committee, Audit
Committee, Nominating Committee, Compensation Committee and
Finance Committee.
The Executive Committee has the power and authority to act on behalf of
the Board during intervals between regularly scheduled Board meetings. The
members of the Executive Committee are Messrs. Stern, Meyers, Martin, Echenberg,
Katz and Topol.
The Audit Committee recommends to the Board the selection of
independent accountants and reviews the scope and results of the annual audit.
The members of the Audit Committee are Messrs.
Katz, Topol and Nadel.
The Nominating Committee recommends to the Board nominees
for election to the Board. The members of the Nominating
Committee are Messrs. Meyers, Meyer and Topol.
The Compensation Committee determines the compensation for the
President and the Chief Executive Officer. In addition, the Compensation
Committee also sets the policies and parameters of the Company's Executive
compensation programs and awards thereunder, and makes determinations as to
stock option grants under the 1983 Plan and the 1984 Plan. The members of the
Compensation Committee are Messrs. Stern and Meyer.
The Board of Directors created a Finance Committee at its
January 24, 1995 meeting. Its members are Messrs. Topol, Nadel,
Katz and Curtin.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation
for services, in all capacities for fiscal 1995, 1994 and 1993, of those persons
who were, at the end of the 1995 Fiscal Year, Chief Executive Officer ("CEO")
(Daniel R. Martin) and each of the four most highly compensated executive
officers of the Company other than the CEO (collectively, the "Named Executive
Officers"):
-8-
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
---------------------------------- --------------------------------------
Awards Payouts
--------------------------- ----------
All
Other Other
Annual Restricted Compen-
Compen- Stock LTIP sation
Name and Principal Fiscal Salary Bonus sation Awards Options Payouts (2)
Position Year ($) ($) (1)($) ($) (#) ($) ($)
------------------------- --------- ----------- ----------- ---------- --------------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Howard S. Stern,........... 1995 $250,000 None None None 70,000 None $11,712
Chairman of the 1994 250,000 None None None None None 9,627
Board 1993 250,000 None None None None None 7,712
Daniel R. Martin,.......... 1995 $200,000 None None None 110,000 None $ 8,453
President and 1994 200,000 None None None None None 9,150
Chief Executive 1993 200,000 None None None 30,000 None 10,347
Officer
George P. Carden,.......... 1995 $186,300 $25,000 None None 29,000 None $ 7,330
Senior Vice 1994 172,125 None None None None None 7,853
President 1993 162,000 13,446 None None 6,000 None 7,764
Arthur L. Zimmet,.......... 1995 $153,000 $10,000 None None 38,000 None $ 7,466
Senior Vice 1994 153,000 None None None None None 8,094
President 1993 153,000 12,852 None None 7,000 None 7,954
Dennis J. Curtin,.......... 1995 $144,000 $25,000 None None 38,000 None $ 7,027
Vice President 1994 144,000 None None None None None 7,660
1993 144,000 12,960 None None 7,000 None 7,613
</TABLE>
(1) The Company has concluded that the aggregate amount of perquisites and
other personal benefits paid to each of the Named Executive Officers
for 1995, 1994 and 1993 did not exceed the lesser of 10% of such
officer's total annual salary and bonus for 1995, 1994 or 1993 or
$50,000; such amounts are, therefore, not reflected in the table.
(2) For 1995, 1994 and 1993, represents for each of the Named Executive
Officers the amounts contributed by the Company under the
Profit-Sharing Plan and, as matching contributions, under the companion
401(k) Plan.
Option Grants Table
The following table sets forth certain information concerning stock
option grants made during the 1995 Fiscal Year to the Named Executive Officers.
These grants are also reflected in the Summary Compensation Table. All of the
options granted during the 1995 Fiscal Year have an exercise price equal to the
fair market value of the Company's Class B Common Stock on the date of grant,
and expire in ten years. In accordance with SEC disclosure rules, the
hypothetical gains or "option spreads" for each option grant are shown based on
compound annual rates of stock price appreciation of 5% and 10% from the grant
date to the expiration date. The assumed rates of growth are prescribed by the
SEC and are for illustrative purposes only; they are not intended to predict
future stock prices, which will depend upon market conditions and the Company's
future performance. The
-9-
<PAGE>
Company did not grant any stock appreciation rights during the 1995 Fiscal Year.
<TABLE>
<CAPTION>
Individual Grants
---------------------------------------------------------------------------------------------------------
Number of % of Total
Securities Options
Underlying Granted to
Options Employees Exercise or
Granted in Fiscal Base Price Expiration
Name (#) (1) Year 1995 ($/Sh) Date
-------------------------------- ------------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
Howard S. Stern.................. 70,000(2) 7.6% $4.75 7/26/04
Daniel R. Martin................. 110,000(2) 12.0% $4.75 7/26/04
George P. Carden................. 29,000(2) 3.2% $4.75 7/26/04
Arthur L. Zimmet................. 38,000(2) 4.1% $4.75 7/26/04
Dennis J. Curtin................. 28,000(2) 3.0% $4.75 7/26/04
10,000(3) 1.1% $4.00 5/14/05
</TABLE>
<TABLE>
<CAPTION>
Potential Realizable Value at Assumed Annual
Rates of Stock Price Appreciation for Option
Term
----------------------------------------------------------------------
5% 10%
------------------------------- --------------------------------
Stock Potential Stock Potential
Price Value Price Value
($/Sh) $ ($/Sh) $
--------------------------------- --------------- ----------------- --------------- ---------------
<S> <C> <C> <C> <C>
Howard S. Stern.................... $7.74 $209,300 $12.32 $529,900
Daniel R. Martin................... $7.74 $328,900 $12.32 $832,700
George P. Carden................... $7.74 $86,710 $12.32 $219,530
Arthur L. Zimmet................... $7.74 $113,620 $12.32 $287,660
Dennis J. Curtin................... $7.74 $83,720 $12.32 $211,960
$6.52 $25,200 $10.37 $63,700
</TABLE>
------------------
(1) Options are exercisable in Class B Common Stock.
(2) Options are exercisable 50% on July 27, 1995 and 50% on July 27, 1996.
(3) Options are exercisable on May 15, 1996.
-10-
<PAGE>
Fiscal Year-End Option Value Table
The following table sets forth certain information concerning the
fiscal year-end value of unexercised stock options of the Named Executive
Officers on an aggregated basis. No options were exercised by any of the Named
Executive Officers during the 1995 Fiscal Year.
<TABLE>
<CAPTION>
Value of
Number of Securities Unexercised In-
Underlying Unexercised the-Money Options
Options at June 3, 1995 at June 3, 1995
(#) ($)(1)
----------------------------------- ----------------------------
Exercisable/ Exercisable/
Name Unexercisable (2) Unexercisable (2)
-------------------------------------------- ----------------------------------- ----------------------------
<S> <C> <C>
Howard S. Stern................................ 35,000/ None/
35,000 None
Daniel R. Martin............................... 115,000/ None/
55,000 None
George P. Carden............................... 20,500/ None/
14,500 None
Arthur L. Zimmet............................... 26,000/ None/
19,000 None
Dennis J. Curtin............................... 21,000/ None/
24,000 $2,500
</TABLE>
(1) Options are "in-the-money" if on June 3, 1995, the market price of the
stock exceeded the exercise price of such options. The value of such
options is calculated by determining the difference between the
aggregate market price of the stock covered by the options on June 3,
1995 and the aggregate exercise price of such options.
(2) Options granted prior to the Company's recapitalization on October 26,
1992 are exercisable one-half in Class A Common Stock and one-half in
Class B Common Stock. Options granted after the recapitalization are
exercisable in Class B Common Stock.
Employment Contract
During 1994, the Company entered into an employment contract
with Howard S. Stern. This employment contract is for an initial
term of five years and is to be automatically extended for an
additional three years if certain contingencies are met. Mr.
Stern's compensation, pursuant to his employment contract, for
1995 was $250,000.
-11-
<PAGE>
COMPENSATION AND STOCK OPTION COMMITTEE REPORT ON EXECUTIVE
COMPENSATION
General
The Compensation Committee determines the cash and other incentive
compensation, if any, to be paid to the Company's executive officers and key
employees. Howard S. Stern and Donald A. Meyer are the members of the
Compensation Committee and are "disinterested directors" (within the meaning of
Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "1934
Act").
Compensation Philosophy
The Compensation Committee's executive compensation philosophy is to
base management's pay, in part, on the achievement of the Company's annual and
long-term performance goals by (a) setting levels of compensation designed to
attract and hold superior executives in a highly competitive business
environment, (b) providing incentive compensation that varies directly with the
Company's financial performance and individual initiative and achievement
contributions to such performance, (c) linking compensation to elements which
effect the Company's annual and long-term performance, (d) evaluating the
competitiveness of executive compensation programs based upon information drawn
from a variety of sources, and (e) establishing salary levels and bonuses
intended to be consistent with competitive practice and level of responsibility,
with salary increases and bonuses reflecting competitive trends, the overall
financial performance of the Company, the performance of the individual
executive and the contractual arrangements that may be in effect with the
individual executive. Executive compensation consists of base salary, annual
performance bonuses, and stock options.
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), prohibits a publicly held corporation, such as the Company, from
claiming a deduction on its federal income tax return for compensation in excess
of $1 million paid for a given fiscal year to the chief executive officer (or
person acting in that capacity) or to the four most highly compensated officers
of the corporation, other than the chief executive officer, at the end of the
corporation's fiscal year. The $1 million compensation deduction limitation does
not apply to "performance-based compensation." The Company believes that,
subject to stockholder approval of the amendment providing that no recipient of
options may be granted options in excess of twenty-five percent (25%) of the
maximum number of shares intended to be issued under the 1983 Plan, any
compensation received by executive officers in connection with the exercise of
options granted under the 1983 Plan will qualify as "performance-based
compensation." The Company has not established a policy
-12-
<PAGE>
with respect to Section 162(m) of the Code because the Company has not and does
not currently anticipate paying compensation in excess of $1 million per annum
to any employee.
Base Salaries
Base salaries for the Company's executive officers are determined
initially by evaluating the responsibilities of the position held and the
experience of the individual, and by reference to the competitive marketplace
for management talent, including a comparison of base salaries for comparable
positions at comparable companies. Annual salary adjustments are determined
consistent with the Company's compensation policy by evaluating the competitive
marketplace, the performance of the Company, the performance of the executive
particularly with respect to the ability to manage growth of the Company, and
any increased responsibilities assumed by the executive.
Annual Performance Bonuses
The Company administers an Executive Incentive Bonus Plan (the "Bonus
Plan"), under which cash bonuses may be made to the CEO and President, other
corporate officers, and certain divisional personnel. The bonus pool is
determined at the beginning of each fiscal year based on budgeted earnings for
the year. The bonus pool is limited to an aggregate of 10% of the annual pre-tax
profit of the Company and its subsidiaries taken as a whole. In general,
individual bonus awards under the Bonus Plan are determined as follows:
o 50% of such individual award is based on the attainment by the
Company of certain pre-tax profit level goals which are
approved in advance by the Board of Directors ("Profit
Objectives");
o 50% of such individual award is based on the attainment of
individual objectives which have been proposed, evaluated, and
approved at the beginning of each fiscal year by the
Compensation Committee in the case of the CEO and President,
and further by Mr. Martin, the President and Chief Executive
Officer, in the case of all other participants ("MBO").
A bonus may be awarded if either the Profit Objective or the individual
MBO has been met, as determined by the Compensation Committee in the case of the
CEO and President, and by Mr. Martin, in the case of all other participants. The
Company awarded bonuses to corporate officers under the plan for the 1995 Fiscal
Year in the aggregate amount of $150,000.
-13-
<PAGE>
Stock Option Agreements
Long-term compensation awards are granted pursuant to the stockholder
approved stock option plans. The use of stock options ensures that the interest
of the Company's executive officers are tied to the interest of the Company's
stockholders by making a portion of the executive's long-term compensation
dependent upon the value created for stockholders. Options are granted at an
exercise price equal to the fair market value of the Company's Class B stock on
the date of the grant. The Committee considers the amount of stock options
previously granted to each officer, as well as the officer's current performance
and contribution to the Company when determining the size of an option grant.
Compensation of Chief Executive Officer
During the 1995 Fiscal Year, 110,000 options were granted to Mr.
Martin. No options previously granted were exercised by the CEO and President.
The base salary for Mr. Martin was not adjusted from its 1994 level. Based upon
the reported 1995 Fiscal Year profits of the Company, Mr. Martin did not receive
a salary increase or a cash bonus.
Compensation of Directors
Directors, who are not employees of the Company, are entitled to
directors fees of $15,000 annually. Directors, who serve on committees of the
Company and who are not employees or consultants of the Company, are entitled to
a fee of $500 for each committee meeting attended, except that the chairman of a
committee is entitled to a fee of $1,000 for each committee meeting attended.
Common Stock Performance
On October 27, 1992 (the "Recapitalization Date"), the Company effected
a recapitalization which was accomplished by a one-for-two reverse stock split
of the then existing common stock of the Company (the "Old Common Stock"), and
the reclassification of the Old Common Stock as voting Class A Common Stock. In
addition, a dividend of one share of new non-voting Class B Common Stock was
paid on each share of Class A Common Stock.
The following graph provides a comparison of the cumulative total
return of (i) the Company's Old Common Stock and its Class A Common Stock after
its creation on the Recapitalization Date, (ii) the Class B Common Stock after
its creation on the Recapitalization Date, with returns on the Nasdaq Stock
Market (U.S.) Index ("NASDAQ") and the Standard and Poors Medical Products and
Supplies Index ("S&P Medical"), for the five year period ended May 31, 1995. The
total return of the Class A
-14-
<PAGE>
Common Stock presented in the following graph treats all stock dividends payable
in Class B Common Stock as cash dividends and assumes the reinvestment of such
dividends in Class A Common Stock. As prescribed by the SEC, the measurements
are indexed to a value of $100 at May 31, 1990, and assume all dividends were
reinvested.
<TABLE>
<CAPTION>
Total Return - Data Summary
--------------------------------------------------------------------------------------
Cumulative Total Return
--------------------------------------------------------------------------------------
5/90 5/91 5/92 5/93 5/94 5/95
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
E-Z-EM, INC. - CLASS A 100 83 88 67 55 52
----------------------------------------------------------------------------------------------------------------------------
E-Z-EM, INC. - CLASS B(1) 100 100 74 72
----------------------------------------------------------------------------------------------------------------------------
NASDAQ STOCK MARKET-US(2) 100 114 133 160 169 201
----------------------------------------------------------------------------------------------------------------------------
S & P MEDICAL PROD & SUPL 100 146 164 133 125 184
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Graph Produced by Research Data Group
(1) The Class B Common Stock was authorized and issued in October 1992.
(2) As of July 24, 1995 the Company's Common Stock commenced trading on the
American Stock Exchange ("AMEX") and ceased trading on NASDAQ.
-15-
<PAGE>
CERTAIN TRANSACTIONS
A major facility of the Company located in Westbury, New York is owned
27% by Howard S. Stern, 25% by Phillip H. Meyers, M.D., 5% by other employees of
the Company and 43% by unrelated parties, which includes a 25% owner who manages
the property. Aggregate rentals, including real estate tax payments, were
$144,142 during the 1995 Fiscal Year. The lease term expires in June 1996.
The Company has engaged James L. Katz, a director of the Company, for
consulting services. Fees for such services, including fees relating to
attendance at directors' meetings, were approximately $99,000 during the 1995
Fiscal Year.
The Company has engaged Paul S. Echenberg, a director of the Company,
both as a consultant and employee. Fees for such services, including fees
relating to attendance at directors' meetings, were approximately $165,000
during the 1995 Fiscal Year. The Company has an investment in an entity in which
Mr.
Echenberg serves as a director.
The Company has engaged Michael A. Davis, M.D. a recently appointed
director of the Company, for consulting services. Fees for such services were
approximately $97,000 during the 1995 Fiscal Year.
-16-
<PAGE>
PROPOSAL II--APPROVAL OF THE PROPOSED
AMENDMENTS TO THE COMPANY'S RESTATED
CERTIFICATE OF INCORPORATION TO (A) DECREASE THE
NUMBER OF AUTHORIZED SHARES OF CLASS A COMMON STOCK
FROM 12,000,000 SHARES TO 6,000,000 SHARES AND (B)
INCREASE THE NUMBER OF AUTHORIZED SHARES OF CLASS B COMMON
STOCK FROM 6,000,000 SHARES TO 10,000,000 SHARES
The Board of Directors has approved amendments to Article Four of the
Company's Restated Certificate of Incorporation which would effect a decrease in
the number of shares authorized for Class A Common Stock from 12,000,000 shares
to 6,000,000 shares and an increase in the number of authorized shares of Class
B Common Stock of the Company from 6,000,000 shares to 10,000,000 shares.
As of the close of business on August 29, 1995, 4,032,532 shares of
Class A Common Stock and 4,794,712 shares of Class B Common Stock of the Company
were issued and outstanding.
By lowering the number of authorized shares of Class A Common Stock,
the Company will lower its annual franchise tax payment to the State of
Delaware. The Company does not believe in excess of 6,000,000 shares of Class A
Common Stock are needed to be authorized at this time because the Restated
Certificate of Incorporation currently provides that in the event Class B Common
Stock converts into Class A Common Stock, the number of authorized shares of
Class A Common Stock automatically increases by such amount.
The availability of additional shares of Class B Common Stock for
issue, without the delay and expense of obtaining the approval of the
stockholders at a meeting, will afford the Company greater flexibility in acting
upon transactions proposed in the future. Currently, the Company does not have a
sufficient number of Class B Common Stock authorized in the event that all
outstanding options to purchase Class B Common Stock were exercised. Other than
upon the exercise of options under the 1983 Plan, the 1984 Plan, and the
Company's 1985 Employee Stock Purchase Plan, the Company has no current plans or
intentions to issue any of such newly authorized shares.
The additional shares of Class B Common Stock for which authorization
is sought would be identical to the shares of Class B Common Stock of the
Company now authorized. There are no preemptive rights to subscribe to
additional securities which may be issued by the Company.
The proposed amendments are as follows:
-17-
<PAGE>
The First Paragraph of Article 4 of the Restated Certificate
of Incorporation of the Company is hereby amended to read in its
entirety as follows:
"4. Authorized Capital. The total number of shares of all
classes of capital stock that the Company shall have authority to issue
shall be 17,000,000, consisting of 1,000,000 shares of preferred stock,
$.10 par value per share ("Preferred Stock"), and 16,000,000 shares of
common stock, consisting of 6,000,000 shares of Class A Common Stock,
$.10 par value per share ("Class A Common Stock") and 10,000,000 shares
of Class B Common Stock, $.10 par value per share ("Class B Common
Stock" and together with the Class A Common Stock, "Common Stock")."
If the proposed amendments are approved, a Certificate of Amendment
amending the Restated Certificate of Incorporation will be filed with the office
of the Secretary of State of the State of Delaware as promptly as practicable
thereafter and the decrease in the authorized shares of the Company's Class A
Common Stock and the increase in the authorized shares of the Company's Class B
Common Stock would become effective on the date of such filing.
Required Vote
The affirmative vote of the holders of sixty-six percent of all
outstanding shares of Class A Common Stock entitled to vote at a meeting of
stockholders, in person or by proxy, is required for approval of the proposed
amendments to the Company's Restated Certificate of Incorporation. Broker
non-votes and proxy cards marked "abstain" with respect to this proposal will be
counted towards a quorum. However, since the proposal requires the approval of
sixty-six percent of all outstanding shares of Class A Common Stock entitled to
vote at a meeting of stockholders, abstentions and broker non-votes will be
treated as a vote against this proposal.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE
ADOPTION OF THE PROPOSED AMENDMENTS TO THE COMPANY'S RESTATED
CERTIFICATE OF INCORPORATION.
-18-
<PAGE>
PROPOSAL III--AMENDMENTS TO THE 1983
STOCK OPTION PLAN
The Board of Directors proposes that the Stockholders approve an
amendment to the 1983 Plan to (i) extend the term of the 1983 Plan an additional
ten years or until December 31, 2005 (prior to amendment the 1983 Plan will
expire on December 30, 1995); (ii) approve an increase in the number of
authorized shares received for issuance pursuant to the 1983 Plan from 1,500,000
shares of Common Stock to 1,600,000 shares of Common Stock; and (iii) provide
that no recipient of options may be granted options in excess of twenty-five
percent (25%) of the maximum number of shares to be issued under the 1983 Plan
(as specified in the 1983 Plan).
Pursuant to the 1983 Plan, both incentive and non-qualified options may
be granted to key employees of the Company or any subsidiary of the Company. As
of the Record Date, options to purchase 27,412 shares of Class A Common Stock
and 1,165,498 shares of Class B Common Stock were outstanding under the 1983
Plan, and an aggregate of 227,257 options had been exercised. Options to
purchase shares of Common Stock have been granted and are outstanding pursuant
to the 1983 Plan to (i) Howard S. Stern, (ii) Daniel R. Martin, (iii) George P.
Carden, (iv) Arthur L. Zimmet, (v) Dennis J. Curtin, and (vi) all employees,
including all current officers who are not executive officers, as a group, as
follows (options to purchase shares of Common Stock have not been granted to any
Directors who are not executive officers of the Company pursuant to the 1983
Plan):
Number of Options
Name and Position (#)(1)(2)
----------------- ---------
Howard S. Stern, Chairman of the Board.............. 70,000
Daniel R. Martin, President and Chief Executive
Officer............................................. 170,000
George P. Carden, Senior Vice President............. 35,000
Arthur L. Zimmet, Senior Vice President............. 45,000
Dennis J. Curtin, Vice President.................... 45,000
Non-Executive Officer Employee Group................ 559,910
(1) On August 29, 1995, the last reported sales price of the Company's
Class B Common Stock as reported on AMEX was $7.50 per share.
(2) Information contained in this table is duplicative of information
contained in "Executive Compensation" and does not signify additional
grants of options to purchase shares of Common Stock.
-19-
<PAGE>
The Board of Directors believes it is in the Company's and its
Stockholders' best interests to approve the amendments because they would (i)
allow the Company to continue to grant options under the 1983 Plan which
facilitates the benefits of the additional incentive inherent in the ownership
of the Company's stock by key employees of the Company and helps the Company
attract and retain the services of key employees and (ii) enable compensation
received under the 1983 Plan to qualify as "performance based" for purposes of
Section 162(m). In addition, options may be granted in connection with future
acquisitions, if any, of the Company.
The proposed amendments are as follows:
Article 4 of the Company's 1983 Stock Option Plan is hereby
amended to read in its entirety as follows:
"4. STOCK SUBJECT TO THE 1983 PLAN. Not more than 1,600,000
Shares in the aggregate may be issued pursuant to the 1983 Plan upon
exercise of Options. If an Option terminates without having been
exercised in whole or part, other Options may be granted covering the
Shares as to which the Option was not exercised. Notwithstanding
anything contained in the 1983 Plan to the contrary, no recipient of
Options may be granted options to purchase in excess of twenty-five
percent (25%) of the maximum number of Shares authorized to be issued
under the 1983 Plan.
The First Paragraph of Article 8 of the Company's 1983 Stock
Option Plan is hereby amended to read in its entirety as follows:
"8. OPTION AGREEMENTS AND TERMS. All options shall be granted
within ten years of December 31, 1995 and be evidenced by option
agreements that shall be executed on behalf of the Parent Company and
by the respective Optionees. The terms of each such agreement shall be
determined from time to time by the Committee consistent, however, with
the following:"
Administration
The 1983 Plan is administered by the Company's Compensation Committee
which consists of two members of the Board of Directors of the Company. The
members of the Compensation Committee are appointed by the Board of Directors
and serve at the pleasure of the Board of Directors. The Compensation Committee
selects key employees who will be granted options under the 1983 Plan and,
subject to the provisions of the 1983 Plan, determines the terms and conditions
and number of shares subject to each option. The Compensation Committee also
makes any other determinations necessary or advisable for the administration of
the 1983 Plan.
-20-
<PAGE>
Determinations by the Compensation Committee are final and conclusive. Grants of
options and other decisions of the Compensation Committee are not required to be
made on a uniform basis.
Description of Options
Upon the grant of an option to a key employee, the Compensation
Committee will fix the number of shares that the optionee may purchase upon
exercise of the option and the price at which the shares may be purchased.
Options granted prior to and exercised on or after October 26, 1992 are
exercisable for shares consisting of half Class A Common Stock and half Class B
Common Stock. Options granted on or after October 26, 1992 are exercisable for
shares of Class B Common Stock only. The option price for stock options is
determined by the Compensation Committee but shall not be less than 100% of the
"fair market value" of the shares of Common Stock at the time the option is
granted; provided, however, that with respect to an incentive stock option in
the case of an optionee, who, at the time such option is granted, owns more than
10% of the voting stock of the Company or its subsidiaries, the purchase price
per share shall be at least 110% of the fair market value. "Fair market value"
is deemed to be the closing sales price of Common Stock on such date on AMEX,
or, if the Common Stock is not listed on AMEX, in the principal market in which
the Common Stock is traded.
Vote Required
The approval of the amendments to the 1983 Plan requires the
affirmative vote of a majority of the votes cast by all Stockholders represented
and entitled to vote thereon. An abstention, withholding of authority to vote or
broker non-vote, therefore, will not have the same legal effect as an "against"
vote and will not be counted in determining whether the proposal has received
the requisite stockholder vote.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THE
PROPOSAL TO AMEND THE 1983 PLAN.
-21-
<PAGE>
PROPOSAL IV--AMENDMENTS TO THE 1984
DIRECTORS AND CONSULTANTS STOCK OPTION PLAN
The Board of Directors proposes that the Stockholders approve an
amendment to the 1984 Plan (i) to extend the term of the 1984 Plan an additional
ten years or until December 31, 2005 (prior to amendment the 1984 Plan will
expire on December 30, 1995); (ii) to increase the number of shares reserved for
issuance pursuant to the exercise of options granted under the 1984 Plan from
300,000 shares of Common Stock to 400,000 shares; and (iii) provide that no
recipient of options may be granted options in excess of twenty-five (25%) of
the maximum number of shares intended to be issued under the 1984 Plan (as
specified in the 1984 Plan).
Pursuant to the 1984 Plan, options may be granted to directors and
consultants of the Company or any subsidiary of the Company. As of the Record
Date, options to purchase 23,625 shares of Class A Common Stock and 206,625
shares of Class B Common Stock were outstanding under the 1984 Plan and 40,000
options had been exercised. Options to purchase shares of Common Stock have been
granted pursuant to the 1984 Plan as follows:
Number of Options
Name and Position (#)(1)
----------------- ---------
Michael A. Davis, M.D................................ 35,000
Paul S. Echenberg.................................... 68,000
James L. Katz........................................ 38,000
Donald A. Meyer...................................... 8,000
Irwin H. Nadel....................................... 8,000
Robert M. Topol...................................... 38,000
(1) On August 29, 1995, the last reported sales price of the Company's
Class B Common Stock as reported on the AMEX was $7.50 per share.
The Board of Directors believes it is in the Company's and its
Stockholders' best interests to approve the amendments because they would allow
the Company to continue to grant options under the 1984 Plan which facilitates
the benefits of the additional incentive inherent in the ownership of the
Company's stock by valued directors and consultants of the Company and helps the
Company attract and retain the services of directors
-22-
<PAGE>
and consultants. In addition, options may be granted in
connection with future acquisitions, if any, of the Company.
The proposed amendments are as follows:
Article 4 of the Company's 1984 Directors and Consultants
Stock Option Plan is hereby amended to read in its entirety as follows:
"4. STOCK SUBJECT TO THE 1984 PLAN. Not more than 400,000
Shares in the aggregate may be issued pursuant to the 1984 Plan upon
exercise of Options. If an Option terminates without having been
exercised in whole or part, other Options may be granted covering the
Shares as to which the Option was not exercised. Notwithstanding
anything contained in the 1984 Plan to the contrary, no recipient of
Options may be granted options to purchase in excess of twenty-five
percent (25%) of the maximum number of Shares authorized to be issued
under the 1984 Plan."
The First Paragraph of Article 9 of the Company's 1984 Plan is
hereby amended to read in its entirety as follows:
"9. OPTION AGREEMENTS AND TERMS. All options shall be granted
within ten years of December 31, 1995 and be evidenced by option
agreements that shall be executed on behalf of the Parent Company and
by the respective Optionees. The terms of each such agreement shall be
determined from time to time by the Committee consistent, however, with
the following:"
Administration
The 1984 Plan is administered by the Company's Compensation Committee
which consists of two members of the Board of Directors of the Company. The
members of the Compensation Committee are appointed by the Board of Directors
and serve at the pleasure of the Board of Directors. The Compensation Committee
selects directors or consultants who will be granted options under the 1984 Plan
and, subject to the provisions of the 1984 Plan, determines the terms and
conditions and number of shares subject to each option. The Compensation
Committee also makes any other determinations necessary or advisable for the
administration of the 1984 Plan. Determinations by the Compensation Committee
are final and conclusive. Grants of options and other decisions of the
Compensation Committee are not required to be made on a uniform basis.
Description of Options
Upon the grant of an option to directors or consultants, the
Compensation Committee will fix the number of shares that the
-23-
<PAGE>
optionee may purchase upon exercise of the option and the price at which the
shares may be purchased. Options granted prior to and exercised on or after
October 26, 1992 are exercisable for shares consisting of half Class A Common
Stock and half Class B Common Stock. Options granted on or after October 26,
1992 are exercisable for shares of Class B Common Stock only. The option price
for stock options is determined by the Compensation Committee but shall not be
less than 100% of the "fair market value" of the shares of Common Stock at the
time the option is granted; provided, however, that with respect to an incentive
stock option in the case of an optionee, who, at the time such option is
granted, owns more than 10% of the voting stock of the Company or its
subsidiaries, the purchase price per share shall be at least 110% of the fair
market value. "Fair market value" is deemed to be the closing sales price of
Common Stock on such date on AMEX, or, if the Common Stock is not listed on
AMEX, in the principal market in which the Common Stock is traded.
Vote Required
The approval of the amendments to the 1984 Plan requires the
affirmative vote of a majority of the votes cast by all Stockholders represented
and entitled to vote thereon. An abstention, withholding of authority to vote or
broker non-vote, therefore, will not have the same legal effect as an "against"
vote and will not be counted in determining whether the proposal has received
the requisite stockholder vote.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THE
PROPOSAL TO AMEND THE 1984 PLAN.
-24-
<PAGE>
PROPOSAL V--RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS
The Board of Directors appointed Grant Thornton LLP, certified public
accountants, as the Company's independent auditors for the 1996 Fiscal Year.
Although the selection of auditors does not require ratification, the Board of
Directors has directed that the appointment of Grant Thornton LLP be submitted
to the Stockholders for ratification due to the significance of their
appointment to the Company. If the Stockholders do not ratify the appointment of
Grant Thornton LLP, the Board of Directors will consider the appointment of
other certified public accountants. The approval of the proposal to ratify the
appointment of Grant Thornton LLP requires the affirmative vote of a majority of
the votes cast by all Stockholders represented and entitled to vote thereon.
The Company's auditors for the 1995 Fiscal Year were Grant Thornton
LLP. The approval of the proposal to ratify the appointment of Grant Thornton
LLP requires the affirmative vote of a majority of the votes cast by all
shareholders represented and entitled to vote thereon. An abstention,
withholding of authority to vote or broker non-vote, therefore, will not have
the same legal effect as an "against" vote and will not be counted in
determining whether the proposal has received the required shareholder vote.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE 1996 FISCAL YEAR.
-25-
<PAGE>
ANNUAL REPORT
All stockholders of record as of the Record Date, have been sent, or
are concurrently herewith being sent, a copy of the Company's 1995 Annual Report
for the 1995 Fiscal Year.
ANY STOCKHOLDER OF THE COMPANY MAY OBTAIN WITHOUT CHARGE A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE 1995 FISCAL YEAR (WITHOUT
EXHIBITS), AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, BY WRITING TO
STOCKHOLDER INFORMATION, E-Z-EM, INC., 717 MAIN STREET, WESTBURY, NEW YORK
11590-5021.
STOCKHOLDER PROPOSALS
In order to be considered for inclusion in the proxy materials to be
distributed in connection with the next Annual Meeting of Stockholders of the
Company, stockholder proposals for such meeting must be submitted to the Company
no later than May 12, 1996.
OTHER MATTERS
As of the date of this Proxy Statement, management knows of no matters
other than those set forth herein which will be presented for consideration at
the Meeting. If any other matter or matters are properly brought before the
Meeting or any adjournment thereof, the persons named in the accompanying Proxy
will have discretionary authority to vote, or otherwise act, with respect to
such matters in accordance with their judgment.
W. PHILIP VAN KIRK
Secretary
September 12, 1995
-26-
<PAGE>
E-Z-EM,INC. Proxy--1995 Annual Meeting of Stockholders
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1
THROUGH 6.
1. ELECTION OF DIRECTORS
For Paul S. Echenberg, Donald A. Meyer and Robert M.
Topol as Class II directors and Michael A. Davis, M.D. as a Class
I director.
TO WITHHOLD AUTHORITY
WITHHOLD TO VOTE FOR ANY NOMINEE(S),
FOR ___ VOTE ___ PRINT NAME(S) BELOW
__________________________
2. INCREASE IN AUTHORIZED CLASS B COMMON STOCK AND DECREASE IN
AUTHORIZED CLASS A COMMON STOCK
______ FOR _____ AGAINST _____ ABSTAIN
3. AMENDMENT OF 1983 PLAN
To extend the term; approve an increase in the number of
authorized shares reserved for issuance from 1,500,000 to 1,600,000; and provide
that no recipient of options may be granted in excess of 25% of the maximum
number of shares authorized to be issued.
______ FOR _____ AGAINST _____ ABSTAIN
4. AMENDMENT OF 1984 PLAN
To extend the term; approve an increase in the number of
authorized shares reserved for issuance from 300,000 to 400,000; and provide
that no recipient of options may be granted in excess of 25% of the maximum
number of shares authorized to be issued.
______ FOR _____ AGAINST _____ ABSTAIN
5. RATIFICATION OF APPOINTMENT OF AUDITORS
______ FOR _____ AGAINST _____ ABSTAIN
-27-
<PAGE>
6. DISCRETIONARY AUTHORITY
______ FOR _____ AGAINST _____ ABSTAIN
Please mark, date and sign exactly as your name
appears on this proxy card. When shares are
held jointly, both holders should sign. When
signing as attorney, executor, administrator,
trustee or guardian, please give your full
title. If the holder is a corporation or
partnership, the full corporate or partnership
name should be signed by a duly authorized
officer.
_____________________________________________
Signature
Signature, if shares held jointly
Dated _______________________ 1995
I will ____ will not ____ attend the Meeting.
-28-
