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:
[ ] 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
Informedics, Inc.
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(Name of Registrant as Specified in Its Charter)
Carol Dey Hibbs
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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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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(4) Date Filed:
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<PAGE>
INFORMEDICS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
March 14, 1997
To the shareholders of Informedics, Inc.
The annual meeting of the shareholders of Informedics, Inc., an Oregon
corporation (the "Company"), will be held at 10 a.m. on March 14, 1997 at the
offices of the Company, located at 4000 Kruse Way Place, Building 3, Suite 155,
Lake Oswego, Oregon, for the following purposes:
1. To elect a Board of Directors for the current year.
2. To ratify the appointment of Deloitte & Touche LLP as the
independent public accountants of the Company for fiscal 1997.
3. To transact such other business as may be properly brought before
the meeting.
The foregoing items of business are more fully described in the proxy
statement accompanying this notice.
All shareholders are invited to attend the meeting. Shareholders of
record at the close of business on January 27, 1997, the record date fixed by
the Board of Directors, are entitled to notice of and to vote at the meeting.
By order of the Board of Directors.
Ronald L. Greenman
Secretary
Portland, Oregon
February 11, 1997
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YOUR VOTE IS IMPORTANT. Whether or not you intend to be present at the meeting,
please sign and date the enclosed proxy and return it in the accompanying
envelope to ensure that your shares will be voted.
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<PAGE>
INFORMEDICS, INC.
PROXY STATEMENT
1997 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 on March 14, 1997, 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 11,
1997.
The persons named in the enclosed proxy will vote in the manner
directed and, in the absence of such direction, will vote for the election of
each of the named nominees for director and for approval of Deloitte & Touche
LLP ("Deloitte & Touche") as the Company's independent public accountants. As to
other items of business that may arise at the meeting, they 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 be counted in determining
whether a quorum is present, but will not be counted either for or against the
proposal at issue.
Any proxy submitted by a shareholder may be revoked by the shareholder
at any time before its use by giving notice of such revocation to the Secretary
of the Company. If a shareholder attends the meeting and desires to vote in
person, his or her proxy will not be used. The Company's principal office is
located at 4000 Kruse Way Place, Building 3, Suite 300, Lake Oswego, Oregon
97035.
The solicitation of proxies is being handled by the Company at its
cost, principally through the use of the mails. Brokers, dealers, banks and
other nominees will be requested to forward soliciting material to the
beneficial owners of the shares and to obtain authorization for the execution of
proxies.
A copy of the Company's Annual Report to Shareholders for the fiscal
year ended October 31, 1996 is enclosed.
A COPY OF THE COMPANY'S 1996 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
300, 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 27, 1997 will be entitled to vote in person
or by proxy at the annual meeting. On that date, 2,650,307 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 27, 1997, 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 each of the executive
officers named in the Summary Compensation Table, and by all directors and
executive officers of the Company as a group.
Name and Address Amount and Nature Percentage of
of Beneficial Owner of Beneficial Ownership(1) Common Stock
- ------------------- -------------------------- -------------
John Tortorici 292,344 10.7 %
Tigard, Oregon
Gerald R. Kelly 4,333 0.2 %
Sherwood, Oregon
Charles V. Dexter 96,998 3.6 %
Vancouver, Washington
Richard D. Glaser, Ph.D. 64,999 2.4 %
Carlisle, Massachusetts
Ronald G. Witcosky 42,499 1.6 %
Portland, Oregon
All officers and directors
as a group (eight persons)(2)
____________________ 552,011 18.8 %
(Footnotes on next page)
<PAGE>
(Footnotes from previous page)
(1) A person is considered to "beneficially own" any shares: (a) over which
such person exercises sole or shared voting or investment power; or (b)
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 93,011 shares for Mr. Tortorici, 39,999 shares
for Dr. Glaser, 59,998 shares for Mr. Dexter, 39,999 shares for Mr.
Witcosky, 3,333 for Mr. Kelly, and 287,178 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 27, 1997.
PROPOSAL 1
ELECTION OF DIRECTORS
A Board of five directors will be elected. Four of the five nominees
were elected as directors at the last annual meeting of the shareholders. Gerald
P. Kelly was elected to the Board at the June 14, 1996 meeting of the Board of
Directors.
A quorum being present at the shareholder meeting, the five nominees
for director receiving the most votes cast in person or by proxy will be elected
as directors for the current year. There is no cumulative voting. Shareholders
cannot vote for more than five directors. Directors will hold office until the
next annual meeting of shareholders or until their successors are duly elected
and qualified. 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.
Background information on each of the nominees is as follows:
John Tortorici, age 54, is the Chairman and Chief Executive Officer of
the Company. He founded the Company in 1979, and he has been a director since
then. He also served as the Company's President until 1996 and as Chief
Financial Officer from 1985 to 1992.
Gerald P. Kelly, age 50, has been a director of the Company since June
1996, when he also was promoted to President and Chief Operating Officer of the
Company. He joined the Company in January 1996 as Senior Vice
President--Physician Products Division. 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.
<PAGE>
Charles V. Dexter, age 56, has been a director of the Company since
1991. He is President of C.V. Dexter and Company, a management consulting
company, which he founded in 1991. From January 1996 to May 1996, he was the
Company's Senior Vice President--Lab Products Division. He was the Company's
Executive Vice President and Chief Operating Officer from June 1994 until
January 1996. 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.
Richard D. Glaser, Ph.D., age 54, has been a director of the Company
since 1986. He 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. 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 56, 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). Mr. Witcosky is a certified public
accountant.
The Board of Directors met formally four times and acted by consent
minutes twice during the 1996 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 three committees: an Audit Committee, a
Compensation Committee, and an Executive 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 Audit Committee, with Mr.
Witcosky acting as Chairman. The Audit Committee acted by consent minutes once
during fiscal 1996, but did not meet formally in fiscal 1996.
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 acted by consent
minutes six times during the 1996 fiscal year, but did not meet formally in
fiscal 1996.
The purpose of the Executive Committee is to make Board decisions in
the absence of the Board of Directors. Mr. Tortorici and Mr. Witcosky serve on
the Executive Committee. The Executive Committee generally meets weekly on an
informal basis, but did not meet formally or act by consent minutes during the
1996 fiscal year.
The Board of Directors does not have a nominating committee.
<PAGE>
EXECUTIVE OFFICERS
The executive officers of the Company as of the date of this proxy
statement are as follows: Has Served in Present Name Age Office Office
Has Served
in Present
Name Age Office Office
---- --- ------ ----------
John Tortorici 54 Chairman and Chief Since 1979
Executive Officer
Gerald P. Kelly 50 President and Chief Since 1996
Operating Officer
Dale E. Conner 41 Vice President and Since 1992
Chief Financial Officer
Richard R. Emery Jr. 29 Vice President-- Since 1996
Customer Service
William D. Montgomery 55 Vice President-- Since 1995
Software Development
See "Election of Directors" for biographical information concerning
John Tortorici and Gerald P. Kelly.
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.
Richard R. Emery, Jr. was named Vice President--Customer Service in
October 1996. From June 1996 to October 1996, he served as Vice President--Lab
Products Division. From November 1995 to June 1996, he served as Product
Manager. From December 1992 to November 1995, he served as Customer Service
Supervisor. He joined the Company in 1991 as a customer service representative.
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).
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid during the
last three fiscal years to the Company's Chairman and Chief Executive Officer
and the Company's President and Chief Operating Officer, the only officers of
the Company whose total annual salary and bonus exceeded $100,000 for the last
fiscal year:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
Securities
Name and Other Annual Underlying All Other
Principal Salary(1) Bonus Compensation(2) Options/SARs Compensation(3)
Position Fiscal Year ($) ($) ($) (#) ($)
--------- ----------- --------- ------ --------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
John Tortorici, 1996 150,000 1,250 2,204
Chairman and
Chief Executive 1995 143,750 1,250 25,000 3,270
Officer
1994 125,000 59,679(4) 2,275
Gerald P. Kelly, 1996 100,559 60,000 866
President and
Chief Operating
Officer(5)
</TABLE>
(1) Includes amounts Mr. Tortorici and Mr. Kelly contributed to the Company's
401(k) Savings Plan (the "Savings Plan"). No director fees are paid to
Mr. Tortorici or Mr. Kelly for their service on the Board of Directors of
the Company.
(2) Perquisites and other personal benefits, if any, did not exceed 10 percent
of total annual salary and bonus for Mr. Tortorici or Mr. Kelly for any of
the periods indicated.
(3) Includes the Company's contributions to the Savings Plan for Mr.
Tortorici's and Mr. Kelly's benefit.
(4) Includes an option for 28,503 shares, a portion of which replaced options
for 7,518 shares reported for fiscal 1993.
(5) Mr. Kelly commenced employment with the Company in January 1996.
<PAGE>
Stock Option Information
- ------------------------
The following tables set forth certain information regarding options
for the purchase of the Company's Common Stock that were awarded to the
Company's Chief Executive Officer and its President and Chief Operating Officer
during fiscal 1996 or were held by them at October 31, 1996:
OPTION/SAR GRANTS IN FISCAL 1996
--------------------------------
Individual Grants
-----------------
<TABLE>
<CAPTION>
Number of Securities % of Total Options/
Underlying Options/ SARS Granted to Exercise or Base Expiration
Name SARs Granted Employees in Fiscal Year Price ($/Sh) Date
---- -------------------- ------------------------ ---------------- ----------
<S> <C> <C> <C> <C>
John Tortorici -0-
Gerald P. Kelly 10,000 7.6 % $1.56 1/2/2001
Gerald P. Kelly 50,000 38.0 % $1.00 7/10/2001
</TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Options/SAR Values
<TABLE>
<CAPTION>
Number Securities Value of
Underlying Unexercised Options/ Unexercised In-the-Money
Name SARs at FY-End Options/SARs at FY-End ($)(1)
---- ------------------------------ -----------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
John Tortorici 73,119 36,560 $0.00 $0.00
Gerald P. Kelly -0- 60,000 $0.00 $0.00
</TABLE>
- --------------------
(1) On October 31, 1996, the market price of the Company's Common Stock was
$0.84. 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.
<PAGE>
Compensation of Directors
- -------------------------
The Company paid no fees to Mr. Tortorici or Mr. Kelly for services
rendered as directors during the 1996 fiscal year. It paid $7,000 to Dr. Glaser
and $3,000 to Mr. Witcosky, its outside directors, for services rendered as
directors during the year. The Company also paid $4,000 to Mr. Witcosky for
service on the Executive Committee during the 1996 fiscal year. In addition, the
Company paid Witcosky Associates $7,947 of consulting fees for Mr. Witcosky
serving as interim Chief Operating Officer. The Company paid $2,000 to Mr.
Dexter who became an outside director in May 1996, after resigning his position
as an officer of the Company. 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 1996, such options were granted
to Dr. Glaser and Mr. Witcosky. These five-year options have an exercise price
of $1.19 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, during the two-year period after termination, an amount so that
his total compensation will equal his annual base salary in effect on
termination.
The Company entered into an employment agreement in 1996 with Mr.
Kelly which provides for an annual salary of $125,000, a bonus opportunity of
$25,000 per year based on performance criteria and achieving certain goals, and
a stock option of 50,000 shares. Mr. Kelly's salary and insurance benefits are
guaranteed for two years from his date of employment unless Mr. Kelly is
terminated for willful misconduct. If the Company terminates Mr. Kelly's
employment after his first two years of employment, the Company has agreed to
provide Mr. Kelly with one year's salary and family insurance benefits.
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 1996, except that Gerald P. Kelly made his initial Form 3 filing a few
days late and he reported one stock purchase on Form 4 late.
<PAGE>
PROPOSAL 2
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
1996 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, 1996 consisted of the audit of the financial statements of the
Company, reviews of information in certain filings with the Commission,
preparation of the Company's federal, state and local tax returns, and periodic
consultation regarding accounting and financial matters.
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.
SHAREHOLDER PROPOSALS
A proposal by a shareholder for inclusion in the Company' s proxy
statement and form of proxy for the 1998 annual meeting of shareholders must be
received by the Company at 4000 Kruse Way Place, Building 3, Suite 300, Lake
Oswego 97035, attention: Secretary, on or before October 14, 1997 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 11, 1997
<PAGE>
INFORMEDICS, INC.
COMMON STOCK PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS - MARCH 14, 1997
The undersigned hereby appoints John Tortorici and Dale E. Conner, and
each of them, proxies of the undersigned, with full power of substitution, to
vote or represent and vote as designated below, on behalf of the undersigned,
all shares that the undersigned is entitled to vote at the 1997 annual meeting
of shareholders of Informedics, Inc. on March 14, 1997 and any adjournment or
postponement thereof, with all powers that the undersigned would possess if
personally present:
1. ELECT DIRECTORS (To withhold authority to vote for any individual nominee,
strike a line through the nominee's name below):
/ / VOTE FOR ALL NOMINEES LISTED BELOW (except as marked to the contrary)
/ / WITHHOLD AUTHORITY to vote for all nominees listed below
John Tortorici Richard D. Glaser, Ph.D. Gerald P. Kelly
Charles V. Dexter Ron G. Witcosky
2. PROPOSAL TO 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 PROPOSAL 2. 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: , 1997
---------------------------------------
(Signature)
---------------------------------------
(Signature)
PLEASE SIGN, DATE, AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
