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
( ) 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
E-Z-EM, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
N/A
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
(x) No fee required.
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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( ) 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
----------------------------------------------------------------------
4) Date Filed:
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<PAGE>
E-Z-EM, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 24, 2000
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, Jericho, New York, on October 24, 2000 at 10:00 a.m., Local
Time, for the following purposes:
1. To elect three Class I directors, each to serve for a term of three
years;
2. To ratify the appointment of Grant Thornton LLP as the Company's
independent auditors for the fiscal year ending June 2, 2001;
3. To transact such other business as may properly come before the
Meeting.
The Board of Directors has fixed the close of business on September 15, 2000 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
PETER J. GRAHAM, Secretary
Westbury, New York
Dated: September 25, 2000
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.
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
MEETING OF STOCKHOLDERS
OCTOBER 24, 2000
---------------------
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 2000 Annual Meeting of Stockholders
of the Company (the "Meeting") to be held at the Milleridge Inn, Jericho, New
York, on Tuesday, October 24, 2000 at 10:00 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 25, 2000.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and accordingly files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information filed with the Commission are available for inspection and copying
at the public reference facilities maintained by the Commission at 450 Fifth
Street, Washington, D.C. 20549 and at certain of the Commission's regional
offices. Copies of such documents may be obtained from the Public Reference
Section of the Commission at prescribed rates. In addition, such material and
other information concerning the Company can be inspected at the American Stock
Exchange, on which exchange shares of the Company's securities are listed.
<PAGE>
TABLE OF CONTENTS
Page
----
Summary of Proxy Statement................................................ 1
Record Date and Voting Securities......................................... 1
Voting of Proxies......................................................... 1
Security Ownership........................................................ 2
Election of Directors..................................................... 4
Nominees............................................................. 4
Meetings............................................................. 6
Executive Officers................................................... 7
Executive Compensation............................................... 8
Compensation and Stock Option Committee Report............................ 12
Certain Transactions...................................................... 15
Section 16 (a) Beneficial Ownership Reporting Compliance.................. 15
Ratification of Appointment of Independent Auditors....................... 15
Annual Report............................................................. 16
Stockholder Proposals..................................................... 16
Other Matters............................................................. 16
-i-
<PAGE>
SUMMARY OF PROXY STATEMENT
The following is a summary of certain information contained in this Proxy
Statement. This summary should not be considered complete and is qualified in
its entirety by the more detailed information and financial statements contained
in the Proxy Statement. Certain capitalized terms used in this summary are
defined in the Proxy Statement.
The principal offices of the Company are located at 717 Main Street,
Westbury, New York 11590-5021, (516) 333-8230.
Election of Directors (Proposal No. 1)
Three of the Company's eight directors are to be elected at the Annual
Meeting. Each of the directors will serve until the 2003 Annual Meeting of
Shareholders and until, in each case, his successor is duly elected and
qualified.
Ratification of Appointment of Independent Auditors (Proposal No. 2)
Shareholders are also being asked at the Annual Meeting to ratify the
appointment of Grant Thornton LLP, certified public accountants, as the
independent auditors for the Company for the 2001 fiscal year.
RECORD DATE AND VOTING SECURITIES
As of the close of business on September 15, 2000, the record date (the
"Record Date"), there were 4,014,190 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 of Class A Common Stock of record at the close of business on the
Record Date for the Meeting (the "Stockholders") 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 5,862,378 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.
VOTING OF PROXIES
Shares of Class A Common Stock represented by Proxies that 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 ratification of the appointment of Grant Thornton LLP as
the Company's independent auditors for the fiscal year ending June 2, 2001 (the
"2001 Fiscal Year"); and (iii) with respect to 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.
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
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<PAGE>
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 the Record Date, as to
the beneficial ownership of the Company's voting Class A Common Stock by each
person known by the Company to own beneficially more than 5% of the Company's
voting Class A Common Stock:
Name and Address of Shares Percent of
Beneficial Owner Beneficially Owned Class
------------------- ------------------ ----------
Howard S. Stern, ......................... 956,412 23.8
Chairman of the Board,
Director
717 Main Street
Westbury, NY 11590
Betty S. Meyers, ......................... 820,806 20.4
401 Emerald Street
New Orleans, LA 70124
David P. Meyers, ......................... 311,551(1) 7.8
Director
1220 Pasadena Avenue
Atlanta, GA 30306
Jonas I. Meyers, ......................... 311,551(2) 7.8
904 Oakland Avenue
Ann Arbor, MI 48104
Stuart J. Meyers, ........................ 311,551(3) 7.8
434 Bellaire Drive
New Orleans, LA 70124
Dimensional Fund Advisors, Inc., ......... 238,575(4) 5.9
1299 Ocean Avenue
Santa Monica, CA 90401
Wellington Management Company, ........... 219,258(4) 5.5
75 State Street
Boston, MA 02109
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(1) Includes 154,801 shares in which David P. Meyers has only a remainder
interest. Betty S. Meyers holds a life estate in such shares.
(2) Includes 154,801 shares in which Jonas I. Meyers has only a remainder
interest. Betty S. Meyers holds a life estate in such shares.
(3) Includes 154,801 shares in which Stuart J. Meyers has only a remainder
interest. Betty S. Meyers holds a life estate in such shares.
(4) Information was derived from a Schedule 13G dated December 31, 1999.
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<PAGE>
The following table sets forth information, as of the Record Date, as to
the beneficial ownership of the Company's voting Class A and non-voting Class B
Common Stock, by (i) each of the Company's directors, (ii) each of the Company's
Named Executive Officers, and (iii) all directors and executive officers of the
Company as a group:
<TABLE>
<CAPTION>
Class A Class B
--------------------------- -----------------------------
Shares Percent Shares Percent
Name of Beneficially of Beneficially of
Beneficial Owner Owned (1) Class Owned (2) Class
---------------- ------------ ------- ------------ -------
<S> <C> <C> <C> <C>
Howard S. Stern, .......... 956,412 23.8 1,228,169 20.5
Chairman of the Board,
Director
David P. Meyers, .......... 311,551(3) 7.8 615,439(4) 10.4
Director
Arthur L. Zimmet, ......... 28,750 * 90,784 1.5
Senior Vice President
Robert M. Topol, .......... 24,694 * 68,336 1.2
Director
Paul S. Echenberg, ........ 1,694 * 87,900 1.5
Chairman of the Board of
E-Z-EM Canada, Director
Donald A. Meyer, .......... 18,873 * 44,865 *
Director
James L. Katz, ............ 1,719 * 56,166 *
Director
Dennis J. Curtin, ......... 2,052 * 53,382 *
Senior Vice President
Michael A. Davis, M.D., ... None * 39,786 *
Medical Director, Director
Eamonn P. Hobbs, .......... 50 * 39,604 *
Vice President
Pierre A. Ouimet, ......... 500 * 34,936 *
President of E-Z-EM Canada
Joseph J. Palma, .......... None * 31,307 *
Senior Vice President
Anthony A. Lombardo, ...... None * None *
President, Chief Executive
Officer, Director
All directors and executive
officers as a group (18
persons) ................. 1,345,795(3) 33.5 2,495,128(4) 38.3
</TABLE>
----------
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<PAGE>
* 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: Robert M. Topol (1,194), Paul S. Echenberg (1,194), Donald A.
Meyer (1,194), James L. Katz (1,194) and all directors and executive
officers as a group (4,776).
(2) 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 (78,786), David P. Meyers (2,000), Arthur L.
Zimmet (50,884), Robert M. Topol (31,444), Paul S. Echenberg (75,210),
Donald A. Meyer (19,272), James L. Katz (53,355), Dennis J. Curtin
(50,556), Michael A. Davis, M.D. (39,091), Eamonn P. Hobbs (39,595), Pierre
A. Ouimet (34,906), Joseph J. Palma (31,307) and all directors and
executive officers as a group (610,890).
(3) Includes 154,801 shares in which Mr. Meyers has only a remainder interest.
Betty S. Meyers, a principal shareholder, holds a life estate in such
shares.
(4) Includes 201,014 shares in which Mr. Meyers has only a remainder interest.
Betty S. Meyers, a principal shareholder, holds a life estate in such
shares. Also includes 190,035 shares owned by a partnership in which Mr.
Meyers has an interest.
PROPOSAL I--ELECTION OF DIRECTORS
NOMINEES
The Board of Directors currently consist of eight 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 I directors each of whom
will hold office until the Annual Meeting of Stockholders to be held in 2003 and
until their successors are duly elected and qualified. The Class II directors
and Class III directors 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.
The term of each of the current Class I directors expires at the Meeting
when his respective successor is 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 I of the Board of Directors
First Year
Became
Name Principal Occupation Age Director
---- -------------------- --- --------
Michael A. Davis, M.D. Medical Director of the 59 1995
Company
James L. Katz Founder and Chief Executive 64 1983
Officer of Lakeshore Medical
Fitness, LLC
Anthony A. Lombardo President and Chief Executive 53 April 2000
Officer of the Company
-4-
<PAGE>
MICHAEL A. DAVIS, M.D., age 59, has served as Medical Director and Director
of the Company since August 2000. Previously, he served as Medical
Director/Technical Director and Director of the Company from 1997 to August
2000, as Medical Director and Director of the Company from 1995 to 1996, and as
Medical Director from 1994 to 1995. He has been Professor of Radiology and
Nuclear Medicine and Director of the Division of Radiologic Research, University
of Massachusetts Medical Center since 1980. He also served as the President and
Chief Executive Officer of Amerimmune Pharmaceuticals, Inc. and its wholly-owned
subsidiary, Amerimmune, Inc., from February 1999 to November 1999. He is also a
director of MacroChem Corp. and Amerimmune Pharmaceuticals, Inc.
JAMES L. KATZ, CPA, JD, age 64, has been a director of the Company since
1983. He is a founder of Lakeshore Medical Fitness, LLC (fitness and diagnostic
facilities with hospitals), and has served as its Chief Executive Officer since
April 2000. Previously, he had been a founder and managing director from its
organization in 1995 until May 2000 of Chapman Partners LLC (investment
banking). From its acquisition in 1985 until its sale in 1994, he was the
co-owner and President of Ever Ready Thermometer Co., Inc. From 1971 until 1980
and from 1983 until 1985, he held various executive positions with Baxter
International and subsidiaries of Baxter International, principally that of
Chief Financial Officer of Baxter International. He is also a director of Intec,
Inc. and Lakeshore Management Group, LLC, as well as a member of the Board of
Advisors of Jerusalem Global and The Patterson Group.
ANTHONY A. LOMBARDO, age 53, has served as President, Chief Executive
Officer and Director of the Company since April 2000. Prior to joining the
Company, he served as President of ALI Imaging Systems, Inc. (radiology
information management) from 1998 to April 2000. From 1996 to 1998, Mr. Lombardo
served as Global Manager of the Integrated Imaging Systems business of General
Electric Medical Systems. From 1994 to 1996, he served as President of the
Medical business of Loral/Lockhead Martin Corp.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
NOMINEES.
The following Class II and III Directors will continue on the Board of Directors
for the terms indicated:
Class II Directors
(Term Expiring in 2001):
PAUL S. ECHENBERG, age 56, has been a director of the Company since 1987
and has served as Chairman of the Board of E-Z-EM Canada Inc. since 1994. He has
been the President, Chief Executive Officer and Director of Schroders &
Associates Canada Inc. (investment buy-out advisory services) and Director of
Schroders Ventures Ltd. since 1997. He is also a founder and has been a general
partner and director of Eckvest Equity Inc. (personal investment and consulting
services) since 1989. He is also a director of Lallemand Inc., Cedara Software
Corp., Benvest Capital Inc., Colliers MacAuley Nicholl, Huntington Mills
(Canada) Ltd., ITI Medical Technologies, Inc., Flexia Corp., Fib-Pak Industries
Inc., Shirmax Fashions Ltd., Med-King Systems Inc. and MacroChem Corp. The
Company has investments in Cedara Software Corp. and ITI Medical Technologies,
Inc.
DONALD A. MEYER, age 66, has been a director of the Company since 1968.
Since 1995, he has acted as an independent consultant in legal matters to arts
and business organizations, specializing in technical assistance. He had been
the Executive Director of the Western States Arts Federation, Santa Fe, New
Mexico, which provides and develops regional arts programs, from 1990 to 1995.
From 1958 through 1990, he was an attorney practicing in New Orleans, Louisiana.
ROBERT M. TOPOL, age 75, 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). 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 Redstone Resources Inc.
-5-
<PAGE>
Class III Directors
(Term Expiring in 2002):
HOWARD S. STERN, age 69, is a co-founder of the Company and has served as
Chairman of the Board and Director of the Company since its formation in 1962.
Mr. Stern has also served as President and Chief Executive Officer of the
Company from 1997 to April 2000. From 1990 to 1994, Mr. Stern served as Chief
Executive Officer, and from the formation of the Company until 1990, he served
as President and Chief Executive Officer. Mr. Stern is also a director of ITI
Medical Technologies, Inc. The Company has an investment in ITI Medical
Technologies, Inc.
DAVID P. MEYERS, age 36, has been a director of the Company since 1996. He
is the founder of MedTest Express, Inc., an Atlanta, Georgia provider of
contracted laboratory services for home health agencies, and has served as its
President, Chief Executive Officer and Director since 1994.
MEETINGS
The Board of Directors held four regular meetings and two special meetings
by conference call during the 2000 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. All directors attended all Board meetings during the
2000 Fiscal Year, except that Mr. Topol missed one meeting.
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, Echenberg, Katz and Topol. The
Executive Committee did not meet during the 2000 Fiscal Year.
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 and Topol. The Audit Committee met once
during the 2000 Fiscal Year.
The Nominating Committee recommends to the Board nominees for election to
the Board. The Nominating Committee will consider nominees for Directors
recommended by stockholders upon submission in writing to the Secretary of the
Company of the names of such nominees, together with their qualifications for
service with the Company. The members of the Nominating Committee are Messrs.
Meyer and Topol. The Nominating Committee met once during the 2000 Fiscal Year.
The Compensation Committee determines the cash and other incentive
compensation, if any, to be paid to the Company's executive officers and key
employees. 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 Stock Option Plan and
the 1984 Directors and Consultants Stock Option Plan. The members of the
Compensation Committee are Messrs. Meyer and Katz. The Compensation Committee
met once during the 2000 Fiscal Year.
The Board of Directors created a Finance Committee in 1995. Its members are
Messrs. Topol and Katz. The Finance Committee did not meet during the 2000
Fiscal Year.
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<PAGE>
EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
Company's executive officers.
<TABLE>
<CAPTION>
Name Age Positions
---- --- ---------
<S> <C> <C>
Howard S. Stern ............. 69 Chairman of the Board, Director
Anthony A. Lombardo ......... 53 President, Chief Executive Officer, Director
Dennis J. Curtin ............ 53 Senior Vice President - Chief Financial Officer
Joseph J. Palma ............. 58 Senior Vice President - Sales and Marketing
Arthur L. Zimmet ............ 64 Senior Vice President - Special Projects
Sandra D. Baron ............. 48 Vice President - Human Resources
Craig A. Burk ............... 47 Vice President - Manufacturing
Joseph A. Cacchioli ......... 44 Vice President - Controller
Agustin V. Gago ............. 41 Vice President - International
Eamonn P. Hobbs ............. 47 Vice President - AngioDynamics Division
Archie B. Williams .......... 49 Vice President - Clinical Affairs / Medical
Community Liaison
Terry S. Zisowitz ........... 53 Vice President - Legal and Regulatory Affairs
</TABLE>
Officers are elected annually and serve at the pleasure of the Board of
Directors.
Mr. Curtin has served as Senior Vice President - Chief Financial Officer
since October 1999, and previously served as Vice President - Chief Financial
Officer from 1985 to October 1999. Mr. Curtin has been an employee of the
Company since 1983.
Mr. Palma has served as Senior Vice President - Sales and Marketing since
October 1999, and previously served as Vice President - Sales and Marketing from
1996 to October 1999, and Vice President - Sales from 1995 to 1996. Mr. Palma
has been an employee of the Company since 1994.
Mr. Zimmet has served as Senior Vice President - Special Projects since
1988, and has been an employee of the Company since 1982.
Ms. Baron has served as Vice President - Human Resources since 1995, and
has been an employee of the Company since 1985.
Mr. Burk has served as Vice President - Manufacturing since 1987.
Mr. Cacchioli has served as Vice President - Controller since 1988, and has
been an employee of the Company since 1984.
Mr. Gago has served as Vice President - International since 1997, and has
been an employee of the Company since 1979.
Mr. Hobbs has served as Vice President - AngioDynamics Division since 1991,
and has been an employee of the Company since 1988.
Mr. Williams has served as Vice President - Clinical Affairs / Medical
Community Liaison since August 2000, and previously served as Vice President -
Imaging Products Management from 1993 to August 2000. Mr. Williams has been an
employee of the Company since 1980.
Ms. Zisowitz has served as Vice President - Legal and Regulatory Affairs
since 1995, and previously served as Vice President - Legal Affairs from 1990 to
1995. Ms. Zisowitz has been an employee of the Company since 1989.
The business backgrounds of Mr. Stern and Mr. Lombardo have been previously
set forth in this proxy statement.
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<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information concerning the compensation for
services, in all capacities for 2000, 1999 and 1998, of (i) those persons who
were, during 2000, Chief Executive Officer ("CEO") (Howard S. Stern and Anthony
A. Lombardo), (ii) those persons who were, at the end of 2000, each of the four
most highly compensated executive officers of the Company other than the CEO,
and (iii) the President of E-Z-EM Canada, who is not an executive officer of the
Company, but who is included in this table due to the level of his annual
compensation during 2000 (collectively, the "Named Executive Officers"):
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
--------------------------- ------------------------------------
Awards Payouts
-------------------------- -------
Other Securities
Annual Restricted Underlying All Other
Name and Compensa- Stock Options LTIP Compensa-
Principal Fiscal Salary Bonus tion (1) Awards -------------- Payouts tion (4)
Position Year ($) ($) ($) ($) # (2) # (3) ($) ($)
--------- ------ ------ ----- --------- ---------- ----- ----- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Howard S. Stern,........ 2000 $261,458 $89,105 None None None .2273 None $ 6,975
Chairman of the Board, 1999 250,000 83,250 None None None .2273 None 15,404
and former President 1998 250,000 61,874 None None None .2273 None 19,609
and Chief Executive
Officer
Anthony A. Lombardo,.... 2000 $ 41,667 None None None 300,000 None None None
President and Chief
Executive Officer
(effective April 2000)
Arthur L. Zimmet,....... 2000 $172,563 $58,809 None None None None None $ 6,838
Senior Vice President 1999 165,000 54,945 None None None None None 9,264
1998 155,000 40,283 None None None None None 8,069
Joseph J. Palma,........ 2000 $159,792 $54,457 None None 10,000 None None $ 7,830
Senior Vice President 1999 150,000 49,950 None None None None None 9,150
1998 135,000 33,247 None None None None None 6,052
Dennis J. Curtin,....... 2000 $167,333 $42,308 None None None None None $ 7,107
Senior Vice President 1999 160,000 39,996 None None None None None 8,956
1998 146,667 38,861 None None None None None 7,637
Eamonn P. Hobbs,........ 2000 $209,166 None None None None .2273 None $ 8,208
Vice President 1999 200,000 $17,481 None None None .2273 None 8,083
1998 195,000 21,923 None None None .2273 None 7,630
Pierre A. Ouimet,....... 2000 $223,844 $45,344 None None None None None $ 6,554
President of E-Z-EM 1999 181,441 47,963 None None 10,000 None None 6,395
Canada 1998 129,223 46,407 None None None None None 6,167
</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
2000, 1999 and 1998 did not exceed the lesser of 10% of such officer's
total annual salary and bonus for 2000, 1999 or 1998 or $50,000; such
amounts are, therefore, not reflected in the table.
(2) Options are exercisable in Class B Common Stock of the Company.
(3) Options are exercisable in Class B Common Stock of AngioDynamics, Inc., a
wholly-owned subsidiary of the Company.
(4) For 2000, 1999 and 1998, includes for each of the Named Executive Officers,
except Mr. Ouimet, the amounts contributed by the Company under its
Profit-Sharing Plan and, as matching contributions, under the companion
401(k) Plan. For Mr. Ouimet, represents amounts contributed by E-Z-EM
Canada under a defined contribution plan. For 1999 and 1998, also includes
for Howard S. Stern fees of $6,000 and $12,000, respectively, relating to
attendance at AngioDynamics directors' meetings.
-8-
<PAGE>
Option/SAR Grants Table
The following table sets forth certain information concerning stock option
grants made during 2000 to the Named Executive Officers. These grants are also
reflected in the Summary Compensation Table. In accordance with SEC disclosure
rules, the hypothetical gains or "option spreads" for each option grant are
shown based on compound annual rates of stock price appreciation of 5% and 10%
from the grant date to the expiration date. The assumed rates of growth are
prescribed by the SEC and are for illustrative purposes only; they are not
intended to predict future stock prices, which will depend upon market
conditions and the Company's future performance. The Company did not grant any
stock appreciation rights during 2000.
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock
Individual Grants Price Appreciation for Option Term
-------------------------------------------------------------------------- ---------------------------------------------
Number of % of Total
Securities Options 5% 10%
Underlying Granted to Exercise ------------------ ---------------------
Options Employees in or Base Stock Potential Stock Potential
Granted Fiscal Year Price Expiration Price Value Price Value
Name (#) 2000 ($/Sh) Date ($/Sh) $ ($/Sh) $
---- ------- ------------ -------- ---------- ------ --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Howard S. Stern..... .2273(1) 3.2%(2) $40,000(3) 6/02/10 $65,156 $5,717 $103,750 $14,489
Anthony A. Lombardo. 300,000(4) 63.5%(5) $8.50(6) 4/02/10 $13.85 $1,603,681 $22.05 $4,064,043
Arthur L. Zimmet.... None
Joseph J. Palma..... 10,000(4) 2.1%(5) $5.63(6) 7/28/09 $9.16 $35,375 $14.59 $89,648
Dennis J. Curtin.... None
Eamonn P. Hobbs..... .2273(1) 3.2%(2) $40,000(3) 6/02/10 $65,156 $5,717 $103,750 $14,489
Pierre A. Ouimet.... None
</TABLE>
----------
(1) Options are exercisable in Class B Common Stock of AngioDynamics, Inc., a
wholly-owned subsidiary of the Company. Options are exercisable 20% per
year over five years from the date of grant, provided a threshold event
occurs or 100% on the ninth anniversary of the grant, if no threshold event
occurs. A threshold event is the earlier of (i) fourteen months after
either an initial public offering ("IPO") or the spin off of all
AngioDynamics stock to the Company's shareholders, or (ii) two months after
the occurrence of both an IPO and the spin off of all AngioDynamics stock
to the Company's shareholders.
(2) Represents the percentage of total options granted to employees during 2000
and exercisable in Class B Common Stock of AngioDynamics, Inc.
(3) The options granted during 2000 have an exercise price not less than the
fair market value of the Class B Common Stock of AngioDynamics, Inc. on the
date of grant. A total of 136.36 shares of AngioDynamics Class B Common
Stock may be issued under this plan.
(4) Options are exercisable in Class B Common Stock of the Company. Options
granted to Mr. Lombardo are exercisable 25% per year over four years from
the date of grant. Options granted to Mr. Palma are exercisable 33 1/3% per
year over three years from the date of grant.
(5) Represents the percentage of total options granted to employees during 2000
and exercisable in Class B Common Stock of the Company.
(6) The options granted during 2000 have an exercise price not less than the
fair market value of the Class B Common Stock of the Company on the date of
grant, and expire in ten years.
-9-
<PAGE>
Aggregated Option Exercises and Fiscal Year-End Option Value Table
The following table sets forth certain information concerning all exercises
of stock options during 2000 by the Named Executive Officers and the fiscal
year-end value of unexercised stock options on an aggregated basis:
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
June 3, 2000 June 3, 2000
(#) ($)(1)
------------- -------------
Shares Value Exercisable/ Exercisable/
Acquired on Realized Unexercisable Unexercisable
Name Exercise (#) ($) (2) (2)
---- ------------ -------- ------------- -------------
<S> <C> <C> <C> <C>
Howard S. Stern ..... None None 78,786/ $179,607/
None None
Anthony A. Lombardo . None None None/ None/
300,000 None
Arthur L. Zimmet .... None None 50,884/ $106,498/
None None
Joseph J. Palma ..... None None 31,307/ $54,232/
6,667 $5,834
Dennis J. Curtin .... None None 50,556/ $111,867/
None None
Eamonn P. Hobbs ..... None None 39,595/ $82,120/
None None
Pierre A. Ouimet .... None None 34,906 $66,085/
None None
</TABLE>
----------
(1) Options are "in-the-money" if on June 3, 2000, the market price of the
stock exceeded the exercise price of such options. At June 3, 2000, the
closing price of the Company's Class A and Class B Common Stock was $6.88
and $6.50, respectively. 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, 2000 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.
Compensation of Directors
On an annual basis, directors, who are not employees of the Company, are
entitled to the following compensation: a retainer of $15,000; a fee of $1,000
for each board meeting attended; a fee of $250 for each telephonic board meeting
attended; 1,000 shares of the Company's Class B Common Stock; and stock options
for 1,000 shares of Class B Common Stock, which vest one year from date of
grant. Directors, who serve on committees of the Company and who are not
employees of the Company, are entitled to a fee of $500 for each committee
meeting
-10-
<PAGE>
attended, except that the chairman of a committee is entitled to a fee of $1,000
for each committee meeting attended.
Employment Contracts
During 1994, the Company entered into an employment contract with Howard S.
Stern in his capacity as Chairman of the Board. This employment contract is for
a term of eight years at an annual compensation currently of $262,500.
During 2000, the Company entered into an employment contract with Anthony
A. Lombardo in his capacity as President and Chief Executive Officer. This
employment contract provides for initial annual base salary of $250,000. The
contract is cancellable at any time by either the Company or Mr. Lombardo, but
provides for severance pay of one years base salary in the event of termination
by the Company without cause, as defined in the contract.
Severance Arrangements
The Company has entered into severance agreements ("Severance Agreements")
with the Named Executive Officers (excluding Howard S. Stern) and certain other
executive officers and key employees (collectively, the "Executives").
Each Severance Agreement provides certain security to the Executive in
connection with a change of control. A change of control ("Change of Control")
is defined as the acquisition of 50% or more of the outstanding voting power of
all capital stock of the Company; or the transfer of all or substantially all of
the assets of either or both of the AngioDynamics or Contrast Systems business
segments. Upon a Change of Control, all outstanding stock options vest and
remain exercisable until the original expiration date of such options without
regard to the need to remain employed by the Company. The Company will provide
the Executive (or his estate) with an interest-free loan in the amount necessary
to pay the exercise price and the income and employment taxes due as a result of
the option exercise.
If an Executive's employment with the Company is terminated by the Company
for good cause (as defined below), death or disability, or by the Executive
other than for good reason (as defined below), during the term of the Severance
Agreement and within two years following a Change of Control, the Executive
shall be entitled to accrued but unpaid base salary.
A termination of employment is for good cause ("Good Cause") under the
Severance Agreements if the basis of termination is (i) repeated acts or serious
omissions constituting dishonesty, intentional breach of fiduciary obligation or
intentional wrongdoing or malfeasance; (ii) conviction of a crime involving
fraud, dishonesty or moral turpitude; or (iii) a material breach of the
Severance Agreement or the conditions and requirements of employment.
Good reason ("Good Reason") exists under the Severance Agreements if there
is (i) a significant reduction in the nature or the scope of the Executive's
authority and/or responsibility; (ii) a material reduction in the Executive's
rate of base salary; (iii) a significant reduction in employee benefits; or (iv)
a change in the principal location in which the Executive is required to perform
services, which significantly increases commuting distance.
If an Executive's employment with the Company is terminated by the Company
without Good Cause or by the Executive for Good Reason, during the term of the
Severance Agreement and within two years following a Change of Control, the
Executive shall be entitled to: (i) accrued but unpaid base salary; (ii) a lump
sum payment equal to between one and two times annual base salary, based upon
years of service; (iii) any benefits accrued under any incentive and retirement
plans; (iv) paid medical plan coverage until the earlier of 18 months from
termination or the time when the Executive obtains comparable coverage through a
new employer; (v) a lump sum payment equal to the unvested portion, if any, of
the Executive's 401(k) plan; and (vi) outplacement and career counseling
services.
Each Severance Agreement provides that if any amounts due to an Executive
thereunder become subject to the "golden parachute" rules set forth in Section
4999 of the Internal Revenue Code, then such amounts will be reduced to the
extent necessary to avoid the application of such rules.
-11-
<PAGE>
COMPENSATION AND STOCK OPTION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
General
The Compensation Committee (the "Committee") determines the cash and other
incentive compensation, if any, to be paid to the Company's executive officers
and key employees, and administers the Company's stock option plans. The
Committee is currently composed of two non-employee directors: Donald A. Meyer
and James L. Katz.
Compensation Philosophy
The primary philosophy of the Company regarding compensation to executive
officers is to offer a program which rewards each member of senior management
commensurately with the Company's overall growth and financial performance,
including each person's individual performance during the previous fiscal year.
The compensation policies are designed to enhance the overall strength and
financial performance of the Company by aligning the financial interests of the
Company's executive officers with those of the stockholders. The three primary
components of executive compensation are base salary, annual performance bonus
and stock option awards.
The key elements of the Committee's executive compensation philosophy
include (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 affect 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.
In determining each executive's overall compensation, the Committee relies,
in part, on information furnished through executive compensation surveys by a
recognized compensation consulting firm, publicly available information,
informal survey information obtained by management, and information known to
various members of the Board of Directors.
Internal Revenue Code Section 162 (m) Considerations
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) and 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 any
compensation received by the Named Executive Officers in connection with the
exercise of options granted under the 1983 Stock Option Plan will qualify as
"performance based compensation", except for a certain de minimus option grant
awarded in 1996. Stock options issued pursuant to the Company's AngioDynamics
subsidiary 1997 Stock Option Plan will not qualify as "performance based
compensation." The Company has not established a policy 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.
-12-
<PAGE>
Annual Incentive Compensation
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. Depending upon the Company's financial results as compared to budget,
bonuses may or may not be earned during each fiscal year. A discretionary bonus
may be awarded if certain performance objectives, including corporate, business
unit and departmental goals, have been met, as determined by the Committee.
Based upon the Company's achievements during the 2000 Fiscal Year, the Company
awarded bonuses ranging up to 34% of base salary to corporate officers under the
Bonus Plan for the 2000 Fiscal Year.
Stock Option Agreements
The Committee views stock options as an important long-term incentive
vehicle for its executive officers. The use of stock options ensures that the
interest of the Company's executive officers are tied to the interests of the
Company's stockholders by making a portion of the executive's long-term
compensation dependent upon the value created for stockholders. This promotes a
continuing focus on the Company's profitability and stockholder value. The
Committee may grant options under the Company's shareholder approved stock
option plans. Options are granted at an exercise price equal to the fair market
value of the Company's Class B Common Stock on the date of grant. Optionees can
receive value from stock option grants only if the underlying Common Stock
appreciates in the long-term. Generally, stock options utilize vesting periods
ranging from two to nine years to encourage key executives to continue in the
employ of the Company. In determining long-term incentive awards, the Committee
considers the amount of stock options previously granted to each officer, the
officer's responsibility, as well as the officer's current performance and
contribution to the Company.
Compensation of the Chief Executive Officer
During the 2000 Fiscal Year, the Company had two individuals acting as
President and Chief Executive Officer. Prior to April 3, 2000, Howard S. Stern
served as President, Chief Executive Officer and Chairman of the Board. As of
April 3, 2000, Anthony A. Lombardo assumed the position of President and Chief
Executive Officer, while Mr. Stern continued to serve in his capacity as
Chairman of the Board. The Committee has targeted both Mr. Stern's and Mr.
Lombardo's total compensation, including compensation derived from awards of
stock options, at a level it believes is competitive with the average amount
paid by the Company's competitors and companies with which the Company competes
for executive talent. During the 2000 Fiscal Year, Mr. Stern's base salary was
increased to $262,500. Such increase was proportionate with the Company's
compensation adjustment for all executives. During the 2000 Fiscal Year, no
options were granted to Mr. Stern and no options previously granted to Mr. Stern
were exercised. Mr. Stern participates in the Bonus Plan, as outlined above,
and, as a result of the Company's achievements during the fiscal year and of his
contributions to those achievements, he received a cash bonus of $89,105 for the
2000 Fiscal Year. The Company and Mr. Lombardo entered into an employment
contract which provides for initial annual base salary of $250,000. Pursuant to
his employment contract, Mr. Lombardo was granted 300,000 options to purchase
shares of Class B Common Stock vesting in four (4) equal amounts on each
anniversary date of his employment contract for the next four (4) years. During
the 2000 Fiscal Year, Mr. Lombardo was not eligible to participate in the Bonus
Plan due to the date of his hiring. As a result, he did not receive any bonus
during the 2000 Fiscal Year, but will be eligible to participate in the Bonus
Plan during future fiscal years.
THE COMPENSATION COMMITTEE
Donald A. Meyer
James L. Katz
-13-
<PAGE>
Common Stock Performance
The following graph compares the cumulative total shareholder return on the
Company's Class A and Class B Common Stock with returns on the American Stock
Exchange Market Value Index ("AMEX Market Value") and the Standard and Poor's
Health Care (Medical Products and Supplies) Index ("S&P Health Care Index"), for
the five year period ended June 3, 2000. The total return of the Class A 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, 1995, and assume all dividends were
reinvested.
[THE FOLLOWING TABLE WAS REPRESENTED AS A LINE GRAPH IN THE PRINTED MATERIAL.]
Total Return - Data Summary
Cumulative Total Return
--------------------------------------------
5/95 5/96 5/97 5/98 5/99 5/00
---- ---- ---- ---- ---- ----
E-Z-EM, INC. - CLASS A (EZM.A) 100 264 158 138 100 136
E-Z-EM, INC. - CLASS B (EZM.B) 100 321 190 151 129 167
AMEX MARKET VALUE (1) 100 125 122 155 175 205
S & P HEALTH CARE INDEX 100 136 169 224 280 313
Graph Produced by Research Data Group, Inc.
----------
(1) As of July 24, 1995 the Company's Common Stock commenced trading on the
American Stock Exchange ("AMEX") and ceased being quoted on NASDAQ.
-14-
<PAGE>
CERTAIN TRANSACTIONS
A facility of the Company located in Westbury, New York is owned 27% by
Howard S. Stern, 25% by Betty S. Meyers, a principal shareholder, 2% by other
employees of the Company and 46% by unrelated parties, which includes a 25%
owner who manages the property. Aggregate rentals, including real estate tax
payments, were $167,000 during 2000. The lease term expires in 2004.
During 1998, the Company entered into split dollar life insurance
arrangements with Howard S. Stern (including his spouse) and Betty S. Meyers
(the "insureds"). On an annual basis, the Company makes interest bearing
advances of approximately $100,000 per insured toward the cost of such life
insurance policies. Interest on the advances is to be paid to the Company
annually by the insureds. Under collateral assignment agreements, the proceeds
from the policies will first be paid to the Company to repay the advances it
made. If the policies are terminated prior to the death of the insured, the
Company will be entitled to the cash surrender value of the policies at that
time, and any shortfall between that amount and the amount of the advances made
by the Company will be repaid to the Company by the insureds. At June 3, 2000,
the cash surrender value of such policies aggregated $474,000, and the aggregate
amount of advances made by the Company totaled $600,000.
The Company had an unsecured, two-year interest bearing note receivable
from Eamonn P. Hobbs, an executive officer of the Company, in the principal
amount of $320,000. Approximately $297,000 of this note receivable was satisfied
in October 1999, while the remaining portion was satisfied during June 2000.
The Company has engaged Michael A. Davis, M.D., a director of the Company,
for consulting services. Fees for such services were approximately $165,000
during 2000.
The Company engaged Paul S. Echenberg, a director of the Company, for
consulting services in 2000. Fees for such services, including fees relating to
attendance at directors' meetings, were approximately $62,000 in cash and 11,000
shares of non-voting Class B Common Stock valued at $55,000 during 2000.
The Company has engaged David P. Meyers, a director of the Company, for
consulting services. Fees for such services, including fees relating to
attendance at directors' meetings, were approximately $100,000 during 2000.
SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 (a) of the Securities Exchange Act of 1934, as amended requires
the Company's executive officers and directors, and persons who own more than
10% of a registered class of the Company's equity securities, to file reports of
initial ownership and changes in ownership with the Securities and Exchange
Commission. Based solely on its review of copies of such forms received by the
Company, or on written representations from certain reporting persons that no
reports were required for such persons, the Company believes that, during the
fiscal year ended June 3, 2000, all of the filing requirements applicable to its
executive officers, directors and 10% shareholders were complied with.
PROPOSAL II--RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS
The Board of Directors appointed Grant Thornton LLP, certified public
accountants, who were the Company's independent auditors for the 2000 Fiscal
Year, as the Company's independent auditors for the 2001 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.
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. Therefore, an abstention,
withholding of authority to vote or broker non-vote 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.
A representative of Grant Thornton LLP is expected to be present at the
annual meeting with the opportunity
-15-
<PAGE>
to make a statement and to respond to appropriate questions.
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 2001 FISCAL YEAR.
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 2000 Annual Report on
Form 10-K for the 2000 Fiscal Year.
ANY STOCKHOLDER OF THE COMPANY MAY OBTAIN WITHOUT CHARGE ADDITIONAL COPIES
OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE 2000 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 28, 2001.
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.
PETER J. GRAHAM
Secretary
September 25, 2000
-16-
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
E-Z-EM, INC.
Proxy--Annual Meeting of Stockholders
October 24, 2000
The undersigned, a stockholder of Class A Common Stock, $.10 par value (the
"Class A Common Stock") of E-Z-EM, Inc., a Delaware corporation (the "Company"),
does hereby appoint Howard S. Stern and David P. Meyers, and each of them, the
true and lawful attorneys and proxies with full power of substitution, for and
in the name, place and stead of the undersigned, to vote all of the shares of
Class A Common Stock of the Company which the undersigned would be entitled to
vote if personally present at the 2000 Annual Meeting of Stockholders of the
Company to be held at the Milleridge Inn in Jericho, New York, on Tuesday,
October 24, 2000, at 10:00 a.m., Local Time, or at any adjournment or
adjournments thereof.
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 AND 2.
1. ELECTION OF DIRECTORS
For Michael A. Davis, M.D., James L. Katz and Anthony A. Lombardo as
Class I directors:
TO WITHHOLD AUTHORITY TO VOTE
WITHHOLD FOR ANY NOMINEE(S), PRINT
FOR ______ VOTE ______ NAME(S) BELOW
------------------------------
2. RATIFICATION OF APPOINTMENT OF AUDITORS
FOR ______ AGAINST ______ ABSTAIN ______
To transact such other business as may properly come before the meeting or any
adjournment thereof.
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 _____________________ Date _________
<PAGE>
DEAR E-Z-EM SHAREHOLDER:
We are very pleased with the growth achieved during fiscal year 2000 by E-Z-EM.
Our business had record sales in both core segments: Diagnostic and
AngioDynamics. The overall Company reported improved net earnings and strong
operating results for the year. This reflects continued demand and customer
support for our products.
Net earnings were $5,965,000 for fiscal 2000, a 24% increase over last year, and
earnings per share were $.60 and $.58 on a basic and diluted basis,
respectively. Record net sales were $112,093,000, compared to $107,179,000 last
year. Gross profit as a percent of sales increased to 45.0 from 42.1 in 1999.
E-Z-EM Names New President and CEO
In today's competitive business environment, change is a key element of a
successful organization's culture. To keep pace with the rapid changes in our
industry, E-Z-EM named Anthony A. Lombardo as the Company's new President and
CEO in April 2000. Tony Lombardo brings to E-Z-EM a proven record of achievement
in the medical industry and in building business cultures for future growth. In
a career that has spanned nearly three decades, he was most recently President
of ALI Imaging Systems Corporation, an image management software solutions
provider for the radiology and cardiology markets. Before that, he was General
Manager of GE's PACS business and launched what is today the GE Integrated
Imaging Solutions business. Tony was President of Loral Medical Systems, General
Manager of Sony Medical Systems, and held several senior management positions at
Philips Medical Systems. Over this span, he has been a leader in the launch of
new technologies that encompass Image and Internet Software Solutions (PACS),
Computed Radiography, Digital Subtraction Angiography and new devices for
vascular imaging in both cardiology and radiology.
We feel confident that as President and CEO Tony will supply the creativity,
energy and drive to help us meet the ever changing needs of our complex
healthcare marketplace. He has already begun implementing changes to the
organizational structure of E-Z-EM, consolidating overlapping functions,
establishing new group leaders and empowering them to make decisions crucial to
their individual departments and to the organization as a whole. And he is
actively pursuing E-Z-EM's involvement in areas such as Virtual Colonoscopy to
give us access to emerging technologies that will shortly revolutionize
gastrointestinal diagnostics and screening. We are very pleased to welcome Tony
to the E-Z-EM family.
Diagnostic Segment
The market continues to be driven by the growth of CT and new applications
associated with advances made in image acquisition. These trends have also
fueled growth in our core diagnostic areas, which provide contrast products to
this segment. We have invested in building a strong brand support in the CT
suite with both our barium-based contrast delivery systems as well as the
increasing acceptance of our patented EDA(TM) technology used in E-Z-EM's
PercuPump(R) CT injectors. This investment has established us as a valued
supplier to the CT market. It will also help position us for the potentially
explosive growth area of Virtual Colonoscopy, which will combine the strength of
CT image creation with tagging agents and software processing to provide an
enhanced screening technology for colorectal cancer. We intend to be a leader in
this area in the future.
We continue to be the pre-eminent supplier of oral contrast agents for the GI
marketplace and to build upon our strong brand position in the United States.
The Company is a vocal leader supporting colorectal cancer (CRC) screening and
in developing greater consumer awareness about this disease. We will shortly
launch a CRC web site specifically tailored to the consumer, with information
and links to other resource sites. We also support the Society of
Gastrointestinal Radiologists and the American College of Radiology in their
efforts to provide quality healthcare and consumer information about colorectal
cancer.
Last year, EndoDynamics, a division of our wholly-owned subsidiary, Enteric
Products, continued to provide solutions to the gastroenterology community. We
will build upon this in the coming year as we define and deliver more
specifically tailored products to this important group of physicians.
AngioDynamics Segment
Our AngioDynamics subsidiary is building a strong presence and focus in the
interventional radiology marketplace, which utilizes minimally invasive
diagnostic and therapeutic surgical procedures. AngioDynamics develops and
manufactures a wide range of products, including angiographic, thrombolytic,
vascular access, and drainage products,
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as well as stents and medical devices for angioplasty. During the past year we
introduced several new product lines, including a line of fluid drainage
catheters, balloon expandable biliary stents, and PTA (Peripheral Transluminal
Angioplasty) balloon catheters.
These products cover a range of applications for the interventional radiologist.
Abscession(TM) drainage catheters are used for abscess and fluid drainage. The
VistaFlex(TM) platinum alloy biliary stent provides a unique combination of
flexibility and visibility under fluoroscopy, enabling physicians to reach even
tortuous anatomy. And VistaFlex(TM) is the only Magnetic Resonance Angiography
(MRA) compatible stent marketed, as it produces minimal artifact. AngioDynamics'
line of Workhorse(TM) PTA balloon catheters features a rugged, high-pressure
balloon designed to perform PTA procedures at an economic price, while also
being well suited as a stent delivery system.
This fiscal year, AngioDynamics entered into a distribution agreement with HDC
Corporation, a California-based company that designs and develops vascular
access and regional anesthesia medical devices. The ability to represent this
line of high-quality vascular access catheters adds another critical product
line to the AngioDynamics portfolio of interventional radiology products and
complements the three new product groups mentioned above. These new products,
marketed under the trade name AVA(TM), include implanted medication ports,
central venous catheters and peripherally inserted central catheters (PICC's),
all of which are used to deliver chemotherapeutic agents, antibiotics and total
parenteral feeding solutions into the central circulatory system.
In July 2000, AngioDynamics completed a total reorganization of its operations
in Japan, which has become the world's second largest medical market. Product
offerings were split into two major categories -- dialysis access and
maintenance, and angiographic -- and each product group is being distributed by
a top-tier medical device company specializing in that particular area. This
dual-distributor approach will allow AngioDynamics to maximize its product
strengths in Japan, and to provide the healthcare system with innovative
technology at a cost-effective price.
In August, AngioDynamics announced that it had sold AngioDynamics Ltd., its
manufacturing facility and operations in the Republic of Ireland, to that
subsidiary's management. The Irish facility, established to manufacture
cardiology products, no longer fit into a strategic plan focused on
interventional radiology, and a management buy-out was implemented as an exit
strategy for this group.
We look forward to this new fiscal year with renewed energy and confidence. We
believe that we will be well positioned to take advantage of the positive trends
in the marketplace. We believe that 2001 will be a year for redefining the
strategy of our Company and ensuring that it is properly positioned for the
future. The process will not only involve looking at what business segments we
are in, but also the fundamentals of how we do business. This will help ensure
that in this demanding market we have the right cost basis to remain competitive
and continue to provide superior service to our customers.
Our Board, management team and all of our employees are committed to providing
the effective leadership to build upon our strong reputation, and to creating a
company identified by its energy and achievement. We look forward to sharing
with you, over the year, our direction and strategy for the future of E-Z-EM. We
appreciate your continued faith and support as we enter a year that should be
both challenging and rewarding.
Sincerely,
Howard S. Stern Anthony A. Lombardo
Chairman of the Board President and Chief Executive Officer
E-Z-EM is a publicly held corporation whose shares are traded on the American
Stock Exchange under the symbols EZM.A and EZM.B
The statements made in this document contain certain forward-looking statements
that involve a number of risks and uncertainties. Words such as "expects",
"intends", "anticipates", "plans", "believes", "seeks", "estimates," or
variations of such words and similar expressions, are intended to identify such
forward-looking statements. Investors are cautioned that actual events or
results may differ from the Company's expectations. In addition to the matters
described above, the ability of the Company to develop its products, future
actions by the FDA or other regulatory
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agencies, results of pending or future clinical trials, as well as general
market conditions, competition and pricing, as well as the risk factors listed
from time to time in the SEC filings of E-Z-EM, Inc., including but not limited
to its Annual Report on Form 10-K for the year ended June 3, 2000, may affect
the actual results achieved by the Company.
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