SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Informedics, Inc.
(Name of Registrant as Specified in Its Charter)
Carol Dey Hibbs
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $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) ad 0-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which
transaction applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11:
(4) Proposed maximum aggregate value of transaction:
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
INFORMEDICS, INC.
4000 Kruse Way Place
Building 3, Suite 210
Lake Oswego, Oregon 97035
NOTICE OF MARCH 15, 1996 ANNUAL MEETING OF SHAREHOLDERS
To Our Shareholders:
The annual meeting of shareholders of Informedics, Inc. (the
"Company") will be held at 10:00 a.m. on March 15, 1996 at the Company's
executive offices, 4000 Kruse Way Place, Building 3, Suite 155, Lake Oswego,
Oregon, for the following purposes:
1. Electing a Board of Directors for the current
year.
2. Approving the Company's Restated Articles of
Incorporation, which include certain antitakeover provisions.
3. Ratifying the appointment of Deloitte & Touche LLP
as the Company's independent auditors for fiscal 1996.
4. Transacting such other business as may properly
come before the meeting.
All shareholders are invited to attend the meeting. Only holders of
the Company's Common Stock at the close of business on January 26, 1996 are
entitled to notice of, and to vote at, the meeting and any adjournments or
postponements thereof. Shareholders may vote in person or by proxy.
By Order of the Board of Directors
Ronald L. Greenman
Secretary
Lake Oswego, Oregon
February 12, 1996
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE
ANNUAL MEETING IN PERSON, PLEASE MARK, SIGN, DATE AND PROMPTLY
RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE.
<PAGE>
INFORMEDICS, INC.
PROXY STATEMENT
1996 Annual Meeting of Shareholders
INTRODUCTION
The enclosed proxy is solicited by the Board of Directors of
Informedics, Inc. (the "Company"), to be used at the annual meeting of
shareholders to be held at 10:00 a.m. on March 15, 1996, in the offices of the
Company at 4000 Kruse Way Place, Building 3, Suite 155, Lake Oswego, Oregon, and
at any and all adjournments thereof. A copy of the notice of the meeting is
attached. The Company expects to mail this proxy statement and the proxy to
shareholders on or about February 12, 1996.
The persons named in the enclosed proxy will vote in the manner
directed and, in the absence of specific direction, will vote to: (i) elect each
of the named nominees for director; (ii) approve the Company's Restated Articles
of Incorporation, which include amendments to the existing Articles of
Incorporation that may make certain acquisitions of the Company and the removal
of directors more difficult; and (iii) approve Deloitte & Touche LLP ("Deloitte
& Touche") as the Company's independent public accountants. As to other items of
business that may arise at the meeting, the persons named in the enclosed proxy
will vote in accordance with their best judgment.
"Abstentions" and "withheld" votes will be counted toward the quorum
requirement for the meeting but will not be counted for or against any proposal.
Broker non-votes will not be counted in determining whether a quorum is present
and will not be counted either for or against the proposal at issue.
Any proxy may be revoked by a shareholder prior to its exercise by
delivering a written notice of revocation to the Secretary of the Company, by
delivering a duly executed proxy bearing a later date, or by the vote of the
shareholder cast in person at the meeting. The cost of soliciting proxies will
be borne by the Company. In addition to solicitation by mail, proxies may be
solicited personally by the Company's officers and regular employees or by
telephone, facsimile transmission or express mail. The Company will reimburse
brokerage houses, banks and other custodians, nominees and fiduciaries for their
reasonable expenses incurred in forwarding proxies and proxy material to the
beneficial owners of the shares.
A copy of the Company's Annual Report to Shareholders for the fiscal
year ended October 31, 1995 is enclosed.
A copy of the Company's 1995 Annual Report on Form 10-KSB, filed under
the Securities Exchange Act of 1934, as amended, is available to shareholders
without charge upon request to Dale E. Conner, Vice President and Chief
Financial Officer, Informedics, Inc., 4000 Kruse Way Place, Building 3, Suite
210, Lake Oswego, Oregon 97035.
<PAGE>
VOTING RIGHTS
All holders of record of the Company's Common Stock ("Common Stock")
at the close of business on January 26, 1996 will be entitled to vote in person
or by proxy at the annual meeting. On that date, 2,645,099 shares of Common
Stock were outstanding and entitled to vote. The holders of the Common Stock are
entitled to one vote for each share of Common Stock held. The presence, in
person or by proxy, of a majority of the outstanding shares of Common Stock at
the annual meeting will constitute a quorum for the transaction of business.
PRINCIPAL SHAREHOLDERS
The following table shows, as of January 26, 1996, the number and
percentage of outstanding shares of the Company's Common Stock beneficially
owned by each person known by the Company to beneficially own 5 percent or more
of the Company's Common Stock, by each director, by the Company's President and
Chief Executive Officer, and by all directors and executive officers of the
Company as a group.
<TABLE>
<CAPTION>
Name and Address Amount and Nature Percentage of
of Beneficial Owner of Beneficial Owner(1) Common Stock
- -------------------- -------------------- -------------
<S> <C> <C>
John Tortorici
Tigard, Oregon 255,285(2) 9.5%
Richard D. Glaser, Ph.D.
West Redding, Connecticut 105,000(2) 3.9
Charles V. Dexter
Vancouver, Washington 105,332(2) 3.9
Ronald G. Witcosky
Portland, Oregon 55,000(2) 2.0
All officers and directors
as a group (eight persons) 557,995(2) 19.2
- --------------------
</TABLE>
1 A person is considered to "beneficially own" any shares: (i) over which
such person exercises sole or shared voting or investment power; or (ii) of
which such person has the right to acquire ownership at any time within 60
days (e.g., through conversion of securities or exercise of stock options).
Voting and investment power relating to the above shares is exercised
solely by the beneficial owner.
2 These figures include 56,452 shares for Mr. Tortorici, 55,000 shares for
Dr. Glaser, 68,332 shares for Mr. Dexter, 55,000 shares for Mr. Witcosky,
and 261,462 shares for the group, which such persons and the group have the
right to acquire by exercise of stock options within 60 days after January
26, 1996.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors currently consists of four members. The
nominees for election as directors to serve until the 1997 annual meeting of
shareholders, or until their respective successors are elected and qualified,
are John Tortorici, Charles V. Dexter, Richard D. Glaser, Ph.D. and Ronald G.
Witcosky. All nominees for director have agreed to serve if elected. If any
nominee should become unavailable to serve as a director prior to the annual
meeting, the persons named in the enclosed proxy will vote for such substitute
nominee as may be designated by the Board of Directors.
A quorum being present at the shareholder meeting, the four nominees
for director receiving the most votes cast in person or by proxy will be elected
as directors for the current year. Shareholders are not entitled to cumulative
voting in the election of directors. Shareholders cannot vote for more than four
directors.
Unless marked otherwise, proxies received will be voted FOR the
election of each of the nominees named above.
Background information on each of the nominees is as follows:
John Tortorici, age 53, is the Chairman, President and Chief Executive
Officer of the Company. He founded the Company in 1979, and he has been
President and a director since then. He also served as the Company's Chief
Financial Officer from 1985 to 1992.
Charles V. Dexter, age 55, has been the Company's Senior Vice
President--Lab Products since January 1996. He was the Company's Executive Vice
President and Chief Operating Officer from June 1994 until January 1996 and has
been a director of the Company since 1991. In 1991, Mr. Dexter founded C.V.
Dexter and Company, a management consulting company, and currently serves as its
President. In June 1993, Mr. Dexter became a principal and Vice President of the
Achen Group, a healthcare consulting and investment company located in Dana
Point, California. From January 1990 to October 1990, Mr. Dexter was the
Director, National Governmental Affairs, of Nichols Institute in San Juan
Capistrano, California. From 1975 through 1989, he was Chairman and Vice
President Finance of Physicians Medical Laboratories in Portland, Oregon, which
was acquired by Nichols Institute in January 1990 and now operates under the
name of Physicians Medlab.
Richard D. Glaser, Ph.D., age 53, is a business consultant to
companies in the biotechnology industry through RDG & Associates (a consulting
company in which he is a principal). He was Chief Operating Officer and a
director of MacroChem Corporation, a drug delivery company, between March 1993
and June 1995. Dr. Glaser has been a director of the Company since 1986. He
served as President of Maximed Corporation from 1988 to 1993 and of Bio
Environmental Products Corporation from 1990 to 1993. Dr. Glaser resigned as
President of both these companies when he joined MacroChem Corporation. He
continues to serve these two companies as a director. Both companies are engaged
in biotechnical research. Dr. Glaser also serves as a director of Benchmark
Communications, Inc., a corporate communications company.
Ronald G. Witcosky, age 55, has been a director of the Company since
1991. He is President of Witcosky Associates, a financial consulting firm, which
he founded in 1989. Through that company, he has served as President and Chief
Executive Officer of Harris Holdings, Inc. since December 1995. He also serves
as a director of Harris Holdings, Inc., three subsidiaries of Harris Holdings,
Inc. and Truax-Harris Energy LLC (all of which are involved in petroleum sales
and distribution in the Northwest). From 1985 to 1989, Mr. Witcosky served as
President and Chief Operating Officer of Riedel International, Inc. (a privately
held, diversified construction-oriented company whose operations included Riedel
Environmental Technologies, Inc., a publicly held subsidiary offering
environmental services). Mr. Witcosky is a certified public accountant.
The Board of Directors met formally five times and acted by consent
minutes twice during the 1995 fiscal year. All directors attended each meeting
of the Board and of each committee on which the director served.
Board Committees
- ----------------
The Board of Directors has two committees, an Audit Committee and a
Compensation Committee. The Audit Committee's purposes are, among other things,
to make recommendations concerning the selection of the Company's independent
auditors, to review the independence of such auditors, to review the scope of
services to be performed by the independent auditors, and to review internal
accounting procedures and the implementation by the Company of recommendations
made by the independent auditors. Mr. Witcosky and Mr. Dexter serve on the
Committee, with Mr. Witcosky acting as Chairman. The Audit Committee acted by
consent minutes once during fiscal 1995.
The purposes of the Compensation Committee are to make recommendations
to the Board of Directors with respect to executive compensation and to
administer the Company's employee stock option plans. The Company's two outside
directors, Dr. Glaser and Mr. Witcosky, serve on the Compensation Committee,
with Dr. Glaser acting as Chairman. The Compensation Committee met formally once
and acted by consent minutes once during the 1995 fiscal year.
The Board of Directors does not have a nominating committee.
EXECUTIVE OFFICERS
The executive officers of the Company as of the date of this proxy
statement are as follows:
<TABLE>
<CAPTION>
Has Served
in Present
Name Age Office Office
- ---------------------- --- ----------------------- -----------
<S> <C> <C> <C>
John Tortorici 53 Chairman, President Since 1979
and Chief Executive
Officer
Charles V. Dexter 55 Senior Vice Since 1996
President--Lab Products
Gerald P. Kelly 49 Senior Vice President-- Since 1996
Physician Office
Products
Dale E. Conner 40 Vice President Since 1992
and Chief Financial
Officer
William D. Montgomery 54 Vice President-- Since 1995
Software Development
Louann C. Thomas 52 Vice President-- Since 1996
Customer Service
</TABLE>
See "Election of Directors" for biographical information concerning
John Tortorici and Charles V. Dexter.
Gerald P. Kelly joined the Company in January 1996 as Senior Vice
President--Physician Office Products. From 1986 to 1995, he was with Reynolds
and Reynolds Healthcare Systems (formerly Poorman-Douglas Corp.) where he served
as Vice President of Sales and Marketing and was named General Manager in 1995.
Dale E. Conner was named Vice President and Chief Financial Officer of
the Company in 1992. He joined the Company in 1989 as Financial Manager. Mr.
Conner was Vice President, Controller of The Quantum Group, Inc. (a commercial
real estate and property management company), from 1988 to 1989. From 1982 to
1988, he was employed by Tidewater Barge Lines, Inc. (a water transportation
company), most recently serving as Controller. From 1978 to 1982, Mr. Conner was
a Senior Accountant at Deloitte & Touche.
William D. Montgomery joined the Company in February 1994 as Senior
System Analyst, later became Manager of Software Development, and was named Vice
President--Software Development in January 1995. From 1989 until he joined the
Company, Mr. Montgomery was an independent consultant. During that period, he
also was a partner in Northwest Construction Software (1992-1994) and a partner
in Pacific Software Group (1989-1991). From 1985 to 1989, Mr. Montgomery served
as Vice President of Corum Group, Ltd., a merger and acquisition company
specializing in software companies. From 1982 to 1985, Mr. Montgomery was
National Marketing Manager for Accountants Microsystems, Inc., and from 1977 to
1982, he served as Vice President of Development for Alpine Datasystems, Inc.
Louann C. Thomas joined the Company in 1994 as Manager of Customer
Service, and was named Vice President--Customer Service in January 1995. From
1991 to 1994, she was with the Pacific Northwest Region Blood Services of the
American Red Cross in Portland where she served as a Compliance Officer from
1991 to 1992, then was named Interim Operations Officer. Ms. Thomas' previous
experiences in the health care computer industry were with Advanced Laboratory
Systems as Director of Installations (1988-1991); Gerber Alley as Director of
Installations (1986- 1988); and HBO and Company (1980-1986) as Director of
Education in Atlanta, Georgia, Regional Manager in Dallas, Texas, and Branch
Manager in San Mateo, California.
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid during the
last three fiscal years to the Company's President and Chief Executive Officer,
the only officer of the Company whose total annual salary and bonus exceeded
$100,000 for the last fiscal year:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term Compensation
----------------------
Annual Compensation Awards
-------------------------------------------------- ------------
Securities
Underlying
Name and Other Annual Options/ All Other
Principal Fiscal Salary(1) Bonus Compensation(2) SARs Compensation(3)
Position Year ($) ($) ($) (#) ($)
- ------------------ ------ ---------- --------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
John Tortorici, 1995 143,750 1,250 25,000 3,270
President and
Chief 1994 125,000 59,679(4) 2,275
Executive
Officer 1993 125,000 32,518 1,563
- --------------------
</TABLE>
(1) Includes amounts Mr. Tortorici contributed to the Company's 401(k) Savings
Plan (the "Savings Plan"). No director fees are paid to Mr. Tortorici for
his service on the Board of Directors of the Company.
(2) Perquisites and other personal benefits, if any, did not exceed 10 percent
of total annual salary and bonus for Mr. Tortorici for any of the periods
indicated.
(3) Includes the Company's contributions to the Savings Plan for Mr.
Tortorici's benefit.
(4) Includes an option for 28,503 shares, a portion of which replaced options
for 7,518 shares reported above for fiscal 1993.
Stock Option Information
- ------------------------
The following tables set forth certain information regarding options
for the purchase of the Company's Common Stock that were awarded to the
Company's President and Chief Executive Officer during fiscal 1995 or were held
by him at October 31, 1995:
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN FISCAL 1995
Individual Grants
Number of Securities % of Total Options/
Underlying Options/ SARS Granted to Exercise or Base Expiration
Name SARs Granted Employees in Fiscal Year Price ($/Sh) Date
- ------ -------------- ------------------------ ---------------- -----------
<S> <C> <C> <C> <C>
John Tortorici 25,000(1) 41.7 $1.69 3/14/2000
- --------------------
</TABLE>
(1) This option becomes exercisable for one-third of the shares on the
first anniversary of the date of grant, one-third of the shares on the
second anniversary of the date of grant and the remaining one-third on
the third anniversary of the date of grant.
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Options/SAR Values
Number Securities Value of
Underlying Unexercised Options/ Unexercised In-the-Money
Name SARs at FY-End (#) Options/SARs at FY-End ($)(1)
- --------------- ------------------------------ ---------------------------
<S> <C> <C> <C> <C>
Exercisable Unexercisable Exercisable Unexercisable
John Tortorici 28,226 31,453 14,113 15,727
</TABLE>
- --------------------
(1) On October 31, 1995, the market price of the Company's Common Stock was
$1.38. For purposes of the foregoing table, stock options with an
exercise price less than that amount are considered to be
"in-the-money" and are considered to have a value equal to the
difference between that amount and the exercise price of the option
multiplied by the number of the shares covered by the stock option.
Compensation of Directors
- -------------------------
The Company paid no fees to Mr. Tortorici or Mr. Dexter for services
rendered as directors during the 1995 fiscal year. It paid $5,000 each to Dr.
Glaser and Mr. Witcosky, its outside directors, for services rendered as
directors during the year. No additional amounts are payable to directors for
participating on committees. A nonstatutory option for 10,000 shares is
automatically granted under the Company's stock option plan each year to each
member of the Compensation Committee. In March 1995, such options were granted
to Dr. Glaser and Mr. Witcosky. These five-year options have an exercise price
of $1.69 per share and vest over three years.
Agreements With Certain Officers
- --------------------------------
The Company entered into an agreement in 1988 with Mr. Tortorici,
which provides that, if the Company terminates his employment for any reason
other than for "cause" (as defined in the agreement), including any termination
in anticipation of or following a change in control of the Company, he will
continue to be paid his then current base salary for a period of two years from
the date of termination, or until he obtains permanent full-time employment,
whichever occurs first. If the salary payable to him in his new employment is
less than the annual base salary he received prior to termination, the Company
will pay him an amount so that his total compensation will equal his annual base
salary in effect on termination.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers, directors and 10 percent shareholders to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "Commission"). Officers, directors and 10 percent shareholders are required
by Commission regulations to furnish the Company with all Section 16(a) forms
they file.
Based solely on the Company's review of the copies of such forms the
Company received and written representations from the Company's officers and
directors, the Company believes that all required forms were timely filed in
fiscal 1995, except that two reports (the initial filings made on Form 3 by Ms.
Thomas and by Mr. Montgomery) were filed two days late.
PROPOSAL 2
APPROVAL OF RESTATED ARTICLES OF INCORPORATION
The Board of Directors unanimously proposes and recommends the
approval of the Company's Restated Articles of Incorporation (the "Restated
Articles"), which would amend and replace the Company's current Articles of
Incorporation. The Restated Articles would: (i) fix the size of the Board of
Directors, with changes to be made only by the Board of Directors, provide for a
staggered Board of Directors at any time there are six or more directors, and
allow for the removal of directors only for cause; (ii) increase the authorized
number of shares of Common Stock and add a class of Preferred Stock, which could
then be issued by the Board of Directors without further shareholder
authorization; (iii) require a vote of 66-2/3 percent of the Company's
outstanding shares on certain matters; and (iv) require a vote of 75 percent of
the outstanding shares to change or repeal the provisions in the Restated
Articles that are listed above. The Company's current Articles of Incorporation
do not include the above director provisions, do not authorize any Preferred
Stock, and do not include any super-majority voting requirements. If approved by
shareholders, the provisions listed above may make certain acquisitions of the
Company and the removal of directors more difficult.
In addition to the more significant changes described above, the
provisions in the current Articles of Incorporation pertaining to
indemnification and limitation of liability of directors have been reworded and
updated in the Restated Articles, but have not been changed substantively. The
provision in the current Articles of Incorporation permitting directors to fill
vacancies created by an increase in the number of directors has been eliminated.
(This latter provision continues to exist in the Company's Bylaws and in Oregon
law.)
A copy of the Restated Articles is attached as Exhibit A and the
following summary is qualified by reference to the attached Restated Articles.
Size and Classification of the Board; Removal For Cause
- -------------------------------------------------------
The Restated Articles fix the number of directors at not less than
three nor more than seven, provide for a staggered Board of Directors whenever
there are six or more directors, and permit the removal of directors only for
"cause." For purposes of the Restated Articles, "cause" means that the director
has: (i) committed an act of fraud or embezzlement against the Company; (ii)
been convicted of, or plead nolo contendere to, a crime involving moral
turpitude; or (iii) failed to perform the director's duties as a director, and
such failure constitutes a breach of the director's duty of loyalty to the
Company or provides an improper personal benefit to the director.
Whenever the Board of Directors consists of six or more directors, the
Board will be divided into three classes. The directors will be classified with
the longest initial terms given to those directors with the most seniority as
directors. The term of office of directors of Class 1 would expire at the first
annual meeting of shareholders after their election, that of Class 2 would
expire at the second annual meeting after their election, and that of Class 3
would expire at the third annual meeting after their election. Oregon law
requires that the term of a director elected to fill a vacancy must expire at
the next shareholder meeting. The Board of Directors currently consists of four
members. Until such time as there are six directors, all directors will continue
to be elected at each annual meeting. When the Board of Directors consists of
six or more directors, only those directors in the class of directors whose
terms expire at the time of the annual meeting will be considered for election
at the annual meeting of shareholders.
The Board of Directors is authorized to increase or decrease the size
of the Board of Directors (within the range described above) by the affirmative
vote of two-thirds of the directors. Without the unanimous consent of the
directors then in office: (i) no more than two additional directors may be added
to the Board of Directors within any 12-month period; and (ii) no person who is
affiliated as an owner, director, officer or employee of a company or business
deemed by the Board of Directors to be competitive with that of the Company is
eligible to serve on the Board of Directors of the Company.
By classifying the Board of Directors and allowing for removal of
directors only for cause, it will become more difficult to change the Board of
Directors. In addition, including the provision in the Restated Articles will
make it move difficult to amend the provision.
Authorization of Additional Shares of Common Stock and a Class of
Preferred Stock
- -----------------------------------------------------------------
The Restated Articles authorize the Company to issue 15 million shares
of Common Stock. The Company currently is authorized to issue 10 million shares
of Common Stock, of which 2,645,099 were issued and outstanding at January 26,
1996. In addition, at such date, the Company had 855,910 shares of Common Stock
reserved for issuance under the Company's stock option plans and 70,000 shares
reserved for issuance under outstanding warrants, leaving 6,428,991 authorized
shares of Common Stock available for other purposes. Adoption of the Restated
Articles would increase the number of shares of Common Stock available for
issuance by 5 million shares.
The additional shares of Common Stock for which authorization is
sought would be part of the existing class of Common Stock and, if and when
issued, would have the same rights and privileges as the shares of Common Stock
presently outstanding. Holders of the Company's Common Stock do not have
preemptive rights to subscribe for or purchase any additional shares of Common
Stock issued.
In addition, the Restated Articles authorize the Company to issue 5
million shares of series Preferred Stock which, following approval of the
Restated Articles, could then be issued by the Board of Directors without
further shareholder authorization. The designation and terms of each particular
series of Preferred Stock would be fixed and determined by the Board of
Directors in any manner permitted by law and stated in the resolution or
resolutions providing for the issue of such stock.
The Board of Directors believes that the increase in the number of
authorized shares of Common Stock and the authorization of the Preferred Stock
is in the best interests of the Company and its shareholders. The purpose of
increasing the number of authorized shares of Common Stock and authorizing
Preferred Stock is to have additional shares available for issuance for such
corporate purposes as the Board of Directors may determine in its discretion,
including, without limitation, future acquisitions, investment opportunities,
future financings and other corporate purposes. Except for the shares reserved
under the Company's stock option plans and outstanding warrants, the Company has
no agreements or understandings regarding the issuance of additional stock.
Under Oregon law, a board of directors generally may issue authorized
but unissued shares without shareholder approval. It is not the present
intention of the Board of Directors to seek shareholder approval prior to the
issuance of additional shares of Common Stock or prior to the issuance of
Preferred Stock, unless required by law or the rules of the NASD or of any stock
exchange on which the Common Stock may then be listed. The issuance of
additional shares of stock may, depending on the circumstances under which such
shares are issued, reduce shareholders' equity per share and would reduce the
existing shareholders' proportionate ownership of the Company.
Although the Company currently has no reason to believe that a
takeover attempt is likely to occur, increasing the number of shares of Common
Stock and authorizing Preferred Stock may provide the Company with the means of
discouraging any such attempt. Such additional shares could be used in the
future, through private sales to purchasers allied with management or otherwise,
to dilute the stock ownership of persons seeking to obtain control of the
Company, thus making less likely a change in control in the Company (whether
favored or not by a majority of unaffiliated shareholders) and with the possible
effect of deterring an offer for the Company at a substantial premium over the
current market price of the Common Stock. The Company does not presently intend
to issue securities for any such purpose.
Matters Requiring Super-Majority Vote
- -------------------------------------
The Restated Articles also require that certain actions must be
authorized either by all of the directors then in office or by the following
shareholder vote: (i) the affirmative vote of 66-2/3 percent of the all the
outstanding shares of the Company entitled to vote on the action, voting as a
single class; and (ii) if any shares of the Company are entitled to vote on the
action as a separate voting group, the affirmative vote of 66-2/3 percent of
such shares voting separately. Notwithstanding the foregoing, if Oregon law, the
Restated Articles or the Bylaws require a higher vote for any shares (or any
class or series of shares), such higher shareholder vote will apply.
The following actions are subject to this super-majority vote (unless
the action is approved by all the directors): (i) a sale of all or substantially
all of the Company's assets, a merger or other form of business combination
involving the Company and requiring the vote of the shareholders; (ii) any vote
that would render the Oregon Control Share Act (described below) inapplicable;
and (iii) any amendment to the Company's Restated Articles or Bylaws.
Amendment of Foregoing Provisions
- ---------------------------------
The provisions of the Restated Articles relating to the Board of
Directors and the provisions requiring a super-majority vote on certain matters
may not be amended without the following shareholder approval: (i) the
affirmative vote of 75 percent of all the outstanding shares of the Company
entitled to vote on the matter, voting as a single class; and (ii) if any shares
of the Company are entitled to vote on the matter as a separate voting group,
the affirmative vote of 75 percent of such shares voting separately. This
provision, and the provision described above that requires a super-majority vote
on certain matters, increase the vote otherwise required for the Company's
shareholders to approve such matters, and correspondingly make it more difficult
for such changes to be effected, even if desired by a majority of the Company's
shareholders.
Certain Antitakeover Provisions under Oregon Law
- ------------------------------------------------
Oregon law restricts certain acquisitions of corporations or their
shares by: (i) limiting the ability of persons who acquire certain amounts of
voting stock of a corporation to vote their shares; and (ii) restricting
business combinations with interested shareholders for three years after the
person becomes an interested shareholder.
The Oregon Control Share Act provides that a person (the "Acquiror")
who acquires voting stock of a public Oregon corporation in a transaction that
results in such Acquiror holding more than 20 percent, 33-1/3 percent or 50
percent of the total voting power of such corporation (a "Control Share
Acquisition") may not vote the shares it acquires in the Control Share
Acquisition ("control shares") unless voting rights are accorded to such control
shares by: (i) the holders of a majority of all outstanding voting shares
entitled to vote; and (ii) the holders of a majority of the outstanding voting
shares entitled to vote, excluding the control shares held by the Acquiror and
all shares held by the Company's officers and inside directors. The term
"Acquiror" includes persons acting as a group.
The Acquiror may, but is not required to, submit to the Company an
"Acquiring Person Statement" setting forth certain information about itself and
its plans with respect to the subject corporation. When the Statement is
delivered, the Acquiror may request that the corporation call a special meeting
of shareholders to determine whether voting rights will be restored to the
control shares. If the Acquiror does not request a special shareholder meeting,
the issue of voting rights of control shares must be considered at the next
annual or special meeting of shareholders that is held more than 60 days after
the date of the Control Share Acquisition. Unless otherwise provided in the
corporation's articles of incorporation or bylaws before a Control Share
Acquisition has occurred, if the Acquiror's control shares are accorded voting
rights and represent a majority or more of all voting power, shareholders who do
not vote in favor of the restoration of such voting rights will have the right
to receive the appraised "fair value" of their shares, which may not be less
than the highest price paid per share by the Acquiror for the control shares.
Oregon law also provides that certain "business combinations" between
an Oregon corporation (such as the Company) and an "interested shareholder" are
prohibited for a three-year period following the date that such shareholder
became an interested shareholder, unless: (i) the corporation has elected in its
articles of incorporation not to be governed by the Oregon business combination
law (the Company has not made such an election); (ii) either the business
combination or the transaction which resulted in the shareholder becoming an
interested shareholder was approved by the corporation's board of directors
before the shareholder became an interested shareholder; (iii) upon consummation
of the transaction that made it an interested shareholder, the interested
shareholder owns at least 85 percent of the voting stock of the corporation
outstanding at the commencement of the transaction (excluding voting stock owned
by directors who are also officers or held in employee benefit plans in which
the employees do not have a confidential right to tender stock held by the plan
in a tender or exchange offer); or (iv) the business combination was approved by
the corporation's board of directors and ratified by 66-2/3 percent of the
voting stock not owned by the interested shareholder.
A business combination is defined as: (i) any merger or plan of
exchange of the corporation and any direct or indirect majority-owned subsidiary
of the corporation with or caused by an interested shareholder; (ii) any sale,
lease, exchange, mortgage, pledge, transfer or disposition, to or with an
interested shareholder, of assets of the corporation or a majority-owned
subsidiary of the corporation (except proportionately as a shareholder of the
corporation) where the assets have a value equal to 10 percent of the market
value of all the corporation's assets or the market value of all the outstanding
stock of the corporation; (iii) any transaction that results in the issuance or
transfer of shares by the corporation or a majority-owned subsidiary of the
corporation to the interested shareholder, subject to certain exceptions; (iv)
any transaction involving the corporation or a majority-owned subsidiary of the
corporation which increases the proportionate share of any class or series of
shares, or securities convertible into the shares of any class or series, which
is owned by the interested shareholder; or (v) any receipt by the interested
shareholder of the benefit (except proportionately as a shareholder) of any
loans, advances, guarantees, pledges or other financial benefits, other than
those expressly permitted.
An interested shareholder generally includes a person (and the
person's associates and affiliates) owning 15 percent or more of the outstanding
voting stock of the corporation. It also includes an affiliate or associate of
the corporation who has owned 15 percent of the outstanding voting stock during
the preceding three years. Persons who held in excess of the 15 percent
limitation prior to April 4, 1991 and meet certain other requirements are not
considered to be interested shareholders.
The statutory provisions described above would apply to business
combinations involving the Company and to certain acquisitions of the Company's
voting stock. The effect of these statutes may be to discourage unfriendly
attempts to acquire control of the Company. The primary differences in the
business combination statutory provisions and the provisions in the Company's
Restated Articles requiring a super-majority vote for mergers and sales of
assets are: (i) the statute applies to a broader range of business combinations
(the Restated Articles apply only to the sale of all or substantially all of the
Company's assets, a merger or other business combination that requires
shareholder approval); and (ii) the statute only prohibits transactions with
interested shareholders for three years (the provision in the Restated Articles
has an unlimited duration).
Vote Required
- -------------
Approval of Proposal 2 will require that a quorum be present and that
the number of votes cast in favor of the proposal exceed the number of votes
cast in opposition to the proposal. If the proposed Restated Articles are
approved by the required vote of the Company's shareholders, the Restated
Articles will become effective when filed with Oregon's Secretary of State,
which is expected to occur as soon as practicable after shareholder approval is
obtained.
The Board of Directors recommends a vote FOR the approval of the
Restated Articles.
PROPOSAL 3
APPROVAL OF THE INDEPENDENT PUBLIC ACCOUNTANTS
FOR THE CURRENT YEAR
The Board of Directors has selected Deloitte & Touche as its
independent public accountants for the current fiscal year. Deloitte & Touche,
or its predecessor Deloitte Haskins & Sells, has been the principal accountant
for the Company since 1986.
Certified financial statements of the Company appear in the Company's
1995 Annual Report to Shareholders, a copy of which is enclosed with this proxy
statement. Management recommends that shareholders ratify the appointment of
Deloitte & Touche as the Company's independent public accountants for the
current fiscal year. A representative of Deloitte & Touche will be present at
the annual meeting, will have the opportunity to make a statement, and will be
available to respond to appropriate questions.
Accounting services provided by Deloitte & Touche during the year
ended October 31, 1995 consisted of the audit of the financial statements of the
Company, reviews of information in certain filings with the Securities and
Exchange Commission, preparation of the Company's federal, state and local tax
returns, and periodic consultation regarding accounting and financial matters.
Approval of Proposal 3 will require that a quorum be present and that
the number of votes cast in favor of the proposal exceed the number of votes
cast in opposition to the proposal.
The Board of Directors recommends a vote FOR ratification of the
appointment of Deloitte & Touche as the Company's independent auditors for the
1996 fiscal year.
SHAREHOLDER PROPOSALS
A proposal by a shareholder for inclusion in the Company' s proxy
statement and form of proxy for the 1997 annual meeting of shareholders must be
received by the Company at 4000 Kruse Way Place, Building 3, Suite 210, Lake
Oswego 97035, attention: Secretary, on or before October 15, 1996 in order to be
eligible for such inclusion.
OTHER MATTERS
While the notice of the annual meeting of shareholders provides for
the transaction of such other business as may properly come before the meeting,
management does not know of any matters to be presented other than those set
forth in this proxy statement. If any further business is presented to the
meeting, the persons named in the proxies will vote the shares represented by
such proxies according to their best judgment.
For the Board of Directors
Ronald L. Greenman
Secretary
Portland, Oregon
February 12, 1996
<PAGE>
EXHIBIT A
RESTATED ARTICLES OF INCORPORATION
OF INFORMEDICS, INC.
ARTICLE 1
The name of this Corporation is INFORMEDICS, INC.
ARTICLE 2
The Corporation shall have authority to issue 20 million shares of
stock in the aggregate. Such shares shall be divided into two classes as
follows:
(a) 15 million shares of common stock, $.01 par value
(the "Common Stock");
(b) 5 million shares of series preferred stock, $.01
par value (the "Series Preferred").
The Series Preferred may be issued from time to time in one or more
series in any manner permitted by law, as determined from time to time by the
Board of Directors and stated in the resolution or resolutions adopted by the
Board of Directors pursuant to authority hereby vested in it, each series to be
appropriately designated, prior to the issue of any shares thereof, by some
distinguishing letter, number or title. All shares of the same series of Series
Preferred shall be identical in every particular and, except as otherwise stated
with respect to the particular preferences, limitations and relative rights in
the resolution or resolutions creating any series, identical with respect to
other series within the same class. The designation and terms of each particular
series of Series Preferred shall be fixed and determined by the Board of
Directors in any manner permitted by law and stated in the resolution or
resolutions providing for the issue of such stock before any shares of such
series are issued.
The Board of Directors may from time to time increase the number of
shares of any series of Series Preferred already created by providing that any
unissued shares of Series Preferred shall constitute part of such series, or may
decrease (but not below the number of shares thereof then outstanding) the
number of shares of any series of Series Preferred already created by providing
that any unissued shares previously assigned to such series shall no longer
constitute a part thereof. The Board of Directors is further empowered to
classify or reclassify any unissued Series Preferred by fixing or altering the
terms thereof and by assigning all or any portion thereof to an existing or
newly created series from time to time before the issuance of such stock.
ARTICLE 3
1. The Board of Directors shall consist of not less than three nor
more than seven members, the exact number to be set from time to time by the
Board of Directors as provided herein. Until increased or decreased as provided
herein, the Board of Directors shall consist of four members. The Board of
Directors is authorized to increase or decrease the size of the Board of
Directors (within the range specified above) at any time by the affirmative vote
of two-thirds of the directors then in office. Without the unanimous consent of
the directors then in office, no more than two additional directors shall be
added to the Board of Directors within any 12-month period. Without the
unanimous approval of the directors then in office, no person who is affiliated
as an owner, director, officer or employee of a company or business deemed by
the Board of Directors to be competitive with that of the Corporation shall be
eligible to serve on the Board of Directors of the Corporation.
2. At any time when the Board of Directors shall consist of six or
more members, in lieu of electing the entire number of directors annually, the
Board of Directors of the Corporation shall be divided into three classes. The
method of classification shall be to assign the longest terms to those directors
with the most seniority as directors. In the event there are more directors with
identical seniority than there are class positions to be filled, the initial
designation of classification shall be made by the director then serving as
Chairman of the Board. The classes shall be Class 1, Class 2 and Class 3. The
term of office of directors of Class 1 shall expire at the first annual meeting
of shareholders after their election, that of Class 2 shall expire at the second
annual meeting after their election, and that of Class 3 shall expire at the
third annual meeting after their election. When classification of directors is
in effect, at each annual meeting of shareholders the number of directors equal
to the number of the class whose term expires at the time of such meeting shall
be elected to hold office until the third succeeding annual meeting. No
classification of directors shall be effective in the event the authorized
number of members of the Board is reduced to fewer than six.
3. If the Board of Directors is divided into classes and in the event
of any increase or decrease in the authorized number of directors, then (i) each
director then serving as such shall nevertheless continue as a director of the
class of which the director is a member until the expiration of the director's
current term, or upon the director's earlier resignation, removal from office or
death; (ii) the newly created or eliminated directorships resulting from such
increase or decrease shall be allocated by the Board of Directors among the
three classes of directors so as to maintain equal classes to the extent
possible; and (iii) in the event such decrease in the authorized number of
directors makes the total number of directors less than six, then the Board of
Directors shall become declassified and the directors remaining in office shall
continue their terms until the next annual meeting of shareholders, at which
time directors shall be elected to serve for one-year terms or until their
successors are duly elected and qualified.
4. Directors may be removed only for cause. For purposes of these
Restated Articles of Incorporation, "cause" shall mean that the director has:
(i) committed an act of fraud or embezzlement against the Corporation; (ii) been
convicted of, or plead nolo contendere to, a crime involving moral turpitude; or
(iii) failed to perform the director's duties as a director, and such failure
constitutes a breach of the director's duty of loyalty to the Corporation or
provides an improper personal benefit to the director.
ARTICLE 4
1. The following matters shall, unless first approved by all of the
Corporation's directors then in office, require the affirmative vote of the
shareholders of the Corporation (as specified in Section 2 of this Article 4) in
order for the action to be validly authorized:
(i) a sale of all or substantially all of the
Corporation's assets, a merger or other form of business
combination involving the Corporation and requiring the vote
of the Corporation's shareholders;
(ii) any vote that would render inapplicable ORS 60.801
to 60.816 or any substitute provisions then constituting the
Oregon Control Share Act; or
(iii) any amendment to the Corporation's Restated
Articles of Incorporation or Bylaws.
2. If any action specified above has not been approved by all of the
Corporation's directors, the action will not take effect unless it is approved
by the following shareholder votes: (i) the affirmative vote of 66-2/3 percent
of all outstanding shares of the Corporation entitled to vote on the action,
voting together as a single class; and (ii) if any shares of the Corporation are
entitled to vote on the action as a separate group, the affirmative vote of
66-2/3 percent of such shares, voting separately; provided, however, that if
Oregon law, these Restated Articles of Incorporation or the Bylaws of the
Corporation require a higher vote for any shares (or any class or series of
shares) to approve the action, such higher shareholder vote shall apply.
ARTICLE 5
Notwithstanding any provision of these Restated Articles of
Incorporation or the Bylaws of the Corporation, and notwithstanding the fact
that some lesser percentage may be allowed by law, any amendment, change or
repeal of Articles 3, 4 or this Article 5, or any other amendment of these
Restated Articles of Incorporation which would have the effect of modifying or
permitting circumvention of the provisions of Articles 3, 4 and 5, shall require
the following shareholder votes: (i) the affirmative vote of 75 percent of all
outstanding shares of the Corporation entitled to vote on the matter, voting
together as a single class; and (ii) if any shares of the Corporation are
entitled to vote on the matter as a separate group, the affirmative vote of 75
percent of such shares, voting separately.
ARTICLE 6
1. The Corporation shall indemnify its directors and officers, and may
indemnify its employees and agents, to the full extent and under the
circumstances permitted by the Oregon Business Corporation Act.
2. To the fullest extent permitted by law, no director of the
Corporation shall be personally liable to the Corporation or its shareholders
for monetary damages for conduct as a director. No amendment or repeal of this
Article 6, nor the adoption of any provision of these Restated Articles of
Incorporation inconsistent with this Article 6, shall adversely affect any right
or protection of a director based upon this Article 6 and existing at the time
of such amendment or repeal. No change in the law shall reduce or eliminate the
rights and protections applicable at the time this provision shall become
effective unless the change in the law shall specifically require such reduction
or elimination. If the Oregon Business Corporation Act is amended, after this
Article 6 shall become effective, to authorize corporate action further
eliminating or limiting the personal liability of directors, officers, employees
or agents, then the liability of directors, officers, employees or agents of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the Oregon Business Corporation Act, as so amended.
3. No contract or other transaction between the Corporation and one or
more of its directors or between the Corporation and any other corporation,
firm, association or entity in which one or more of its directors are directors
or officers or are financially interested, shall be either void or voidable
because of such relationship or interest or because such director or directors
are present at the meeting of the Board of Directors or a committee thereof
which authorizes, approves or ratifies such contract or transaction or because
the votes of such director or directors are counted for such purposes, if: (i)
the fact of such relationship or interest is disclosed or known to the Board of
Directors or committee which authorizes, approves or ratifies the contract or
transaction by a vote or consent sufficient for the purpose without counting the
votes or consents of such interested directors; or (ii) the fact of such
relationship or interest is disclosed or known to the shareholders entitled to
vote and they authorize, approve or ratify such contract or transaction by vote
or written consent; or (iii) the contract or transaction is fair and reasonable
to the Corporation. Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes or ratifies such contract or transaction.
ARTICLE 7
The Corporation elects to waive preemptive rights.
ARTICLE 8
The address where the Division may mail notices is the same as the
registered agent.
<PAGE>
APPENDIX A
INFORMEDICS, INC.
Proxy solicited on behalf of the Board of Directors
Annual Meeting of Shareholders March 15, 1996
The undersigned hereby appoints John Tortorici and Dale Conner, and
each of them, proxies with full power of substitution, to represent and vote, as
designated below, on behalf of the undersigned, all shares that the undersigned
is entitled to vote at the annual meeting of shareholders of INFORMEDICS, INC.
on March 15, 1996, and any adjournment or postponement thereof, with all powers
that the undersigned would possess if personally present.
1. ELECT DIRECTORS
[ ] VOTE FOR all nominees listed (except as marked to the
contrary below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed
(Instruction: To withdraw authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
John Tortorici Charles V. Dexter
Richard D. Glaser, Ph.D. Ronald G. Witcosky
2. APPROVE THE COMPANY'S RESTATED ARTICLES OF INCORPORATION
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE
INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Either or both of the proxies may exercise all powers granted hereby.
The proxies are authorized to vote in their discretion upon any other matters
properly coming before the meeting or any adjournment or adjournments thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF
NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED FOR
DIRECTOR, AND FOR APPROVAL OF PROPOSALS 2 AND 3. IN ADDITION, THE PROXIES MAY
VOTE IN THEIR DISCRETION AS TO OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
ANNUAL MEETING.
Please date and sign exactly as your name or names appear below. If
more than one name appears, all should sign. Persons signing as attorney,
executor, administrator, trustee, guardian, corporate officer or in any other
official or representative capacity, should also provide full title. If a
partnership, please sign in full partnership name by authorized person.
Dated: , 1996
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Signature or Signatures
PLEASE SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE
