<PAGE>
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
[X] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
LIFE TECHNOLOGIES, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Joseph C. Strokes, Jr.
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
LIFE TECHNOLOGIES, INC.
8717 GROVEMONT CIRCLE
GAITHERSBURG, MARYLAND 20877
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
March 20, 1996
The Annual Meeting of Stockholders of Life Technologies, Inc. (the
"Company") will be held at The Rockefeller Center Club, 30 Rockefeller Plaza,
New York, New York 10112, on Tuesday, April 16, 1996, at 11:00 A.M., local time,
for the following purposes:
(1) To elect directors;
(2) To consider and vote upon a proposal to approve the Company's Non-Employee
Directors' Annual Retainer Stock Plan;
(3) To consider and vote upon a proposal to approve the Company's 1996 Non-
Employee Directors' Stock Option Plan;
(4) To ratify the selection by the Company's Board of Directors of the firm of
Coopers & Lybrand L.L.P. as auditors of the Company for fiscal year 1996;
and
(5) To transact such other business as may properly come before the meeting or
any adjournment thereof.
The Board of Directors has fixed the close of business on February 23,
1996, as the record date for the determination of stockholders entitled to
notice of and to vote at the meeting or any adjournment thereof.
By Order of the Board of Directors,
Joseph C. Stokes, Jr.
Secretary
You are cordially invited to attend the meeting. Whether or not you plan to
attend the meeting, please indicate your votes on the enclosed proxy and date,
sign and return it in the postage-prepaid envelope provided for your use.
[LOGO OF LIFE TECHNOLOGIES]
<PAGE>
LIFE TECHNOLOGIES, INC.
8717 GROVEMONT CIRCLE
GAITHERSBURG, MARYLAND 20877
MARCH 20, 1996
PROXY STATEMENT
GENERAL INFORMATION
PROXY SOLICITATION
This proxy statement is furnished to the holders of Common Stock, par value
$.01 per share (the "Common Stock"), of Life Technologies, Inc. (the "Company")
in connection with the solicitation of proxies on behalf of the Board of
Directors of the Company for use at the Annual Meeting of Stockholders of the
Company (the "Annual Meeting") to be held on Tuesday, April 16, 1996, or at any
adjournment thereof. The purposes of the Annual Meeting and the matters to be
acted upon are set forth in the accompanying Notice of Annual Meeting of
Stockholders. The Board of Directors knows of no other business that will come
before the Annual Meeting.
Proxies for use at the Annual Meeting will be mailed to stockholders on or
about March 20, 1996, and will be solicited chiefly by mail. Additional
solicitations may be made by telephone or telegram by employees of the Company.
The Company will bear the cost of the solicitation of proxies, which may include
the reasonable expenses of brokerage firms and others for forwarding proxies and
proxy material to the beneficial owners of Common Stock of the Company. The
Company has retained Morrow & Co., Inc., 909 Third Avenue, New York, New York
10022-4799, to assist in soliciting proxies, for which they will be paid a fee
of $3,000.00, plus handling, postage and out-of-pocket expenses.
REVOCABILITY AND VOTING OF PROXY
A form of proxy for use at the Annual Meeting and a return envelope for the
proxy are enclosed. Stockholders may revoke the authority granted by their
execution of proxies at any time before their effective exercise by filing with
the Secretary of the Company a written notice of revocation or a duly executed
proxy bearing a later date, or by voting in person at the Annual Meeting. Shares
of the Company's Common Stock represented by executed and unrevoked proxies will
be voted in accordance with the instructions specified thereon. If no
specifications are given, the proxies intend to vote the shares represented
thereby to approve the Proposals set forth in the accompanying Notice of Annual
Meeting of Stockholders and in accordance with their best judgment on any other
matters which may properly come before the Annual Meeting. A person giving the
accompanying proxy has the power to revoke it at any time before the voting.
<PAGE>
RECORD DATE AND VOTING RIGHTS
As of February 23, 1996, the Company had outstanding 15,208,103 shares of
Common Stock, each of which is entitled to one vote on each of the matters to be
presented at the Annual Meeting. Only stockholders of record at the close of
business on that date will be entitled to vote at the Annual Meeting or any
adjournment thereof. The holders of a majority of the outstanding shares of
Common Stock present in person or represented by proxy at the Annual Meeting and
entitled to vote, will constitute a quorum at the Annual Meeting. Abstentions
and broker non-votes will be counted for purposes of determining the presence or
absence of a quorum. "Broker non-votes" are shares held by brokers or nominees
which are present in person or represented by proxy, but which are not voted on
a particular matter because instructions have not been received from the
beneficial owner. Under applicable Delaware law, the effect of broker non-votes
on a particular matter depends on whether the matter is one as to which the
broker or nominee has discretionary voting authority under the applicable rule
of the New York Stock Exchange. The effect of broker non-votes on the specific
items to be brought before the Annual Meeting is discussed under each item.
2
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth information, as of January 1, 1996,
regarding the beneficial ownership of Common Stock of the Company of (i) each
person known by the Company to own beneficially more than five percent of the
Company's outstanding Common Stock; (ii) each director and nominee for election
as a director of the Company; (iii) each of the executive officers named in the
Summary Compensation Table (see "Executive Compensation"); and (iv) all
directors, nominees and executive officers of the Company as a group. Such
beneficial ownership is reported in accordance with the rules of the Securities
and Exchange Commission and includes shares of Common Stock which may be
acquired within 60 days upon the exercise of outstanding stock options. Except
as otherwise specified, the named beneficial owner has sole voting and
investment power.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNERSHIP PERCENTAGE OF
BENEFICIAL OWNER OF COMMON STOCK COMMON STOCK
- ------------------------------------------------------------------------
<S> <C> <C>
The Dexter Corporation 8,164,443 shares (1) 53.8%
One Elm Street
Windsor Locks, CT 06096
State of Wisconsin
Investment Board 1,108,000 shares (2) 7.3%
121 East Wilson Street
Madison, Wisconsin 53707
Thomas H. Adams, Ph.D. ---
Frederick R. Adler 410,930 shares 2.7%
Richard Axel, M.D., Ph.D. 38 shares
Kathleen Burdett 1,000 shares
Betsy Z. Cohen 1,000 shares
Paul A. Marks, M.D. 22,000 shares .1%
Jerry E. Robertson, Ph.D. 10,000 shares
Frank E. Samuel, Jr. ---
Donald C. Sutherland 2,000 shares
J. Stark Thompson, Ph.D. 221,037 shares (3) 1.5%
K. Grahame Walker ---
Iain C. Wylie ---
Thomas M. Coutts 17,000 shares (4) .1%
Joseph C. Stokes, Jr. 44,129 shares (5) .3%
John V. Cooper 14,168 shares (6)
John E. Leffler, Ph.D. 7,334 shares (7)
All directors, nominees and
executive officers as a group
(19 persons) 834,993 shares 5.5%
</TABLE>
[Notes on Next Page]
3
<PAGE>
NOTES:
(1) Excludes 192,280 and 29,518 shares of common stock of The Dexter
Corporation ("Dexter"), an affiliate of the Company, beneficially owned by
Mr. Walker and Ms. Burdett, respectively, constituting an aggregate of
approximately 1.0% of the outstanding shares of Dexter, as of January 1,
1996. The shares of Dexter beneficially owned by Mr. Walker and Ms. Burdett
include 127,249 and 19,450 shares, respectively, which Mr. Walker and Ms.
Burdett may acquire upon the exercise of stock options.
(2) This number of shares is based on information set forth in the Schedule
13G, dated February 6, 1996, filed by the State of Wisconsin Investment
Board with the Securities and Exchange Commission.
(3) Includes 196,667 shares of Common Stock which Dr. Thompson may acquire upon
the exercise of stock options. Also includes 300 shares owned by Dr.
Thompson's wife and 200 shares owned by Dr. Thompson's son, of which he may
be deemed to be the beneficial owner. Dr. Thompson disclaims beneficial
ownership of these 500 shares.
(4) Includes 17,000 shares of Common Stock which Mr. Coutts may acquire upon
the exercise of stock options.
(5) Includes 40,212 shares of Common Stock which Mr. Stokes may acquire upon
the exercise of stock options. Also includes 3,717 shares owned by Mr.
Stokes' wife, of which Mr. Stokes may be deemed to be beneficial owner. Mr.
Stokes disclaims beneficial ownership of these 3,717 shares.
(6) Includes 14,168 shares of Common Stock which Mr. Cooper may acquire upon
the exercise of stock options.
(7) Includes 7,334 shares of Common Stock which Dr. Leffler may acquire upon
the exercise of stock options.
4
<PAGE>
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
The Company's certificate of incorporation provides for three classes of
directors, each class to consist of not more than five nor fewer than three
directors, with the term of one class expiring at each annual meeting of
stockholders. The number of directors in each class is determined by the vote of
at least 75% of the directors.
The Board of Directors has determined that the total number of directors of
the Company shall be nine, with three in the class whose term will expire in
1997, three in the class whose term will expire in 1998, and three in the class
whose term will expire in 1999. At the Annual Meeting, three directors are to be
elected for terms expiring in 1999.
Unless otherwise specified, the enclosed proxy will be voted for the
election of Thomas H. Adams, Ph.D., Frank E. Samuel, Jr. and Iain C. Wylie to
serve until the 1999 Annual Meeting of Stockholders and until their successors
shall have been duly elected and shall qualify. Mr. Wylie is currently a
director of the Company. On March 15, 1996, Dr. Adams, who had served as a
director of the Company since 1992 and whose term as a director was to have
expired in 1997, resigned at the request of the Company to stand for election in
the class whose term will expire in 1999 to comply with certain provisions of
the Company's certificate of incorporation regarding the composition of the
Company's classified board. All nominees have consented to be named and have
indicated their intent to serve if elected. If for any reason at the time of the
Annual Meeting any nominee should be unable to serve as a director, a
contingency which the Board of Directors does not expect to occur, discretionary
authority is reserved to vote for a substitute.
The following information relates to the nominees listed above and to the
other directors of the Company whose terms of office will extend beyond the
Annual Meeting.
NOMINEES
TERM EXPIRING IN 1999:
THOMAS H. ADAMS
Dr. Adams, age 53, has been the chairman of the board and chief executive
officer of Genta Incorporated (biotechnology company) since February 1989. He
previously served as chairman of the board and chief executive officer of Gen-
Probe Incorporated (biotechnology company), which he co-founded in 1984. Prior
to joining Gen-Probe, he held the positions of senior vice president of research
and development and chief technical officer at Hybritech Incorporated
(biotechnology company). Dr. Adams is a director of Biosite Diagnostics
(biotechnology company), Ixsys, Inc. (biotechnology company), La Jolla
Pharmaceuticals, Inc. and Nanogen, Inc. (biotechnology company). He is also a
member of the scientific advisory board of Gensia Pharmaceuticals (biotechnology
company).
5
<PAGE>
FRANK E. SAMUEL, JR.
Mr. Samuel, 56, is President of Edison Biotechnology Center, Cleveland, Ohio.
He was an independent consultant on medical technology, health care and public
policy from 1990 to 1995. From 1984 to 1989, he was president of the Health
Industry Manufacturers Association, Washington, D.C. Mr. Samuel is a director
of Protocol Systems, Inc. (health industry supplier) and Steris Corporation
(health care company).
IAIN C. WYLIE DIRECTOR SINCE 1995
Mr. Wylie, 62, is a business consultant and lecturer. From 1988 to 1991 he was
president of Croda Japan KK. Prior to that time Mr. Wylie served in various
senior management positions at E.I. DuPont de Nemours & Company ("DuPont")
during his career.
OTHER DIRECTORS
TERM EXPIRING IN 1998:
KATHLEEN BURDETT DIRECTOR SINCE 1995
Ms. Burdett, age 40, has been vice president and chief financial officer of
Dexter (specialty materials company) since January 1995. She previously served
as vice president and controller of Dexter since 1989.
Ms. Burdett is a member of the Executive Committee, the Audit Committee and the
Compensation and Organization Committee.
BETSY Z. COHEN DIRECTOR SINCE 1992
Ms. Cohen, age 54, has been chairman of the board of Jeff Banks, Inc. (formerly
State Bancshares, Inc., a bank holding company) since 1981. She has been
chairman of the board of Jefferson Bank, Philadelphia, Pennsylvania, since 1974.
She has been chairman of the board of Jefferson Bank of New Jersey, Mt. Laurel,
New Jersey, since 1987. She is also a director of U.S. Healthcare (health
benefits company).
Ms. Cohen is a member of the Audit Committee and the Stock Option Committee.
6
<PAGE>
J. STARK THOMPSON DIRECTOR SINCE 1988
Dr. Thompson, age 54, has been president and chief executive officer of the
Company since 1988. Prior to joining the Company, he was with DuPont for 21
years.
Dr. Thompson is a member of the Executive Committee.
TERM EXPIRING IN 1997:
RICHARD AXEL DIRECTOR SINCE 1983
Dr. Axel, age 49, has been a professor of biochemistry and pathology, and an
investigator at Howard Hughes Medical Institute, College of Physicians and
Surgeons, Columbia University and a consultant to the Company since prior to
1985.
JERRY E. ROBERTSON DIRECTOR SINCE 1994
Dr. Robertson, age 63, was executive vice president - life sciences sector and
corporate services and a member of the board of directors of Minnesota Mining
and Manufacturing Company until his retirement in 1994 after more than 30 years
of service. He is a director of Allianz of North America (insurance company),
Cardinal Health, Inc. (health care company), Coherent, Inc. (manufacturing
company), Haemonetics Corporation (manufacturing company), Manor Care, Inc.
(health care company), Medwave, Inc. (health care company) and Steris
Corporation.
Dr. Robertson is a member of the Compensation and Organization Committee.
K. GRAHAME WALKER DIRECTOR SINCE 1989
Mr. Walker, age 58, has been chairman of the Company since April 1993. He has
been chairman and chief executive officer of Dexter since April 1993. He was
president and chief executive officer of Dexter since December 1989. He was
elected a director of Dexter in April 1989. From April 1988 to December 1989, he
was president and chief operating officer of Dexter. He is a director of The
Barnes Group Inc. (manufacturer and distributor of industrial parts and
supplies).
Mr. Walker is a member of the Executive Committee and the Compensation and
Organization Committee.
7
<PAGE>
The Board of Directors of the Company held five meetings in 1995. The Board
has an Executive Committee, a Compensation and Organization Committee, an Audit
Committee and a Stock Option Committee. It has no nominating committee.
The Executive Committee has four members, Mr. Adler, chairman, Ms. Burdett,
Dr. Thompson and Mr. Walker. Subject to certain limitations prescribed by law,
by the Company's certificate of incorporation and by-laws and by resolutions of
the Board, the Executive Committee has and may execute when the Board is not in
session all the powers of the Board. The Executive Committee did not meet in
1995.
The Compensation and Organization Committee has five members, Dr.
Robertson, chairman, Mr. Adler, Ms. Burdett, Mr. Sutherland and Mr. Walker. This
committee monitors the Company's compensation policy, with particular emphasis
on retirement and officer remuneration matters. It recommends to the Board of
Directors and the Stock Option Committee the compensation for the Company's key
employees. The committee held three meetings in 1995.
The Audit Committee has three members, Mr. Sutherland, chairman, Ms.
Burdett and Ms. Cohen. Its meetings include, as a matter of course, private
sessions with the Company's independent certified public accountants. The Audit
Committee recommends to the Board the selection of independent auditors and is
charged with reviewing the scope and quality of audit and quarterly reviews
performed by the independent auditors as well as other services provided by the
independent auditors to the Company. The Audit Committee monitors the Company's
policy on ethics and business conduct, the integrity of officers, accounting
policies and internal controls and the quality of published financial
statements. The committee held two meetings in 1995.
The Stock Option Committee has three members, Mr. Adler, Ms. Cohen and Mr.
Sutherland. This committee administers and grants stock options under the
Company's 1995 Long-Term Incentive Compensation Plan. The committee held one
meeting in 1995.
In 1995, each incumbent director attended at least 75 percent of the
aggregate meetings of the Board held during his or her term as a director and of
the committees on which he or she served.
The Company believes that during fiscal year 1995 all its directors,
executive officers and holders of more than 10% of the Company's Common Stock
complied with all filing requirements of Section 16(a) of the Securities
Exchange Act of 1934, except for Frederick R. Adler, a director of the Company,
who did not report timely three sales of shares of Common Stock of the Company
that occurred in November 1995.
8
<PAGE>
VOTE REQUIRED
The three nominees receiving the highest number of affirmative votes of the
shares of Common Stock present in person or represented by proxy and entitled to
vote for them, a quorum being present, shall be elected as directors. Only
votes cast for a nominee will be counted, except that the accompanying proxy
will be voted for all nominees in the absence of instruction to the contrary.
Abstentions, broker non-votes and instructions on the accompanying proxy card to
withhold authority to vote for one or more nominees will result in the
respective nominees receiving fewer votes. However, the number of votes
otherwise received by the nominee will not be reduced by such action.
THE BOARD OF DIRECTORS DEEMS ELECTION OF THE DIRECTOR NOMINEES NAMED IN
PROPOSAL NO. 1 TO BE IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS
AND RECOMMENDS A VOTE "FOR" SUCH NOMINEES.
9
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning cash compensation
paid or to be paid by the Company, as well as certain other compensation paid or
accrued, during the fiscal years indicated, to the Chief Executive Officer and
each of the four other most highly compensated executive officers of the Company
for services rendered in all capacities to the Company and its subsidiaries
during such period.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
----------------------- ------------
ALL OTHER
NAME AND SALARY BONUS OPTIONS COMPENSATION /(1)/
PRINCIPAL POSITION YEAR ($) ($) (#) ($)
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
J. Stark Thompson, Ph.D., 1995 $368,750 $318,600 75,000 $3,687
President, Chief Executive 1994 346,250 199,495 40,000 831
Officer and Director 1993 327,000 109,484 40,000 1,021
Thomas M. Coutts 1995 220,500 174,636 36,000 ---
Sr. Vice President and 1994 207,750 105,205 17,000 ---
General Manager 1993 196,500 55,978 17,000 ---
Joseph C. Stokes, Jr. 1995 181,250 117,450 27,500 4,620
Vice President - Finance 1994 171,250 68,079 13,000 831
Secretary and Treasurer 1993 163,500 41,055 13,000 1,021
John V. Cooper 1995 160,000 108,000 22,500 2,420
Vice President and 1994 151,750 55,081 10,000 831
General Manager 1993 142,497 35,920 8,000 ---
John E. Leffler, Ph.D. 1995 164,500 102,155 22,500 4,620
Vice President 1994 155,247 67,810 10,000 831
Manufacturing 1993 82,500 35,000 6,000 ---
</TABLE>
___________________________________________
/1/ All Other Compensation represents the Company's contributions under an
Extra Savings Plan ("ESP") for the account of each executive officer. Mr.
Coutts does not participate in the ESP.
10
<PAGE>
The following table sets forth, as to each executive officer named in the
Summary Compensation Table, information with respect to stock option grants
during the period January 1, 1995, through December 31, 1995:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ------------------------------------------------------------------------------
POTENTIAL
PERCENT OF REALIZABLE VALUE
TOTAL AT ASSUMED
OPTIONS ANNUAL RATES
GRANTED TO OF STOCK
OPTIONS EMPLOYEES IN EXERCISE OR PRICE APPRECIATION
GRANTED FISCAL BASE PRICE EXPIRATION FOR OPTION TERM(3)
NAME (#) (1) YEAR ($/SHARE) (2) DATE 5% ($) 10% ($)
- ------------------------ ------- ---------- ------------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
J. Stark Thompson, Ph.D. 75,000 20.3% $24.00 Oct. 10, 2005 $1,131,750 $2,868,700
Thomas M. Coutts 36,000 9.8% $24.00 Oct. 10, 2005 543,240 1,377,000
Joseph C. Stokes, Jr. 27,500 7.5% $24.00 Oct. 10, 2005 414,975 1,051,875
John V. Cooper 22,500 6.1% $24.00 Oct. 10, 2005 339,525 860,625
John E. Leffler, Ph.D. 22,500 6.1% $24.00 Oct. 10, 2005 339,525 860,625
- ----------------------------------------------------------------------------------------------------------
</TABLE>
(1) One-third of these options vest on each of the first three anniversary
dates following the date of grant. Options are exercisable within the ten-
year period from the date of grant subject to the vesting schedule.
(2) The exercise price of all options granted during 1995 was equal to the
market value of the underlying Common Stock on the date of grant.
(3) These amounts represent assumed rates of appreciation in the price of the
Company's Common Stock during the terms of the options. Actual gains, if
any, on stock option exercises will depend on the future price of the
Common Stock and overall stock market conditions. There is no
representation that the rates of appreciation reflected in this table will
be achieved.
11
<PAGE>
The following table provides information on option exercises in fiscal year
1995 by the named executive officers and the value of such officers' unexercised
options at December 31, 1995.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
SHARES VALUE OF UNEXERCISED
ACQUIRED NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
ON VALUE OPTIONS AT FISCAL YEAR END
EXERCISE REALIZED AT FISCAL YEAR END (#) ($) /(1)/
--------------------------- ---------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------ -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
J. Stark Thompson, Ph.D. 6,667 $81,671 196,667 114,999 $2,415,291 $573,846
Thomas M. Coutts 44,001 $240,076 17,000 52,999 105,188 256,512
Joseph C. Stokes, Jr. 6,455 $78,994 40,212 40,499 358,776 196,064
John V. Cooper --- --- 14,168 31,832 108,751 149,312
John E. Leffler, Ph.D. --- --- 7,334 31,166 62,714 143,692
</TABLE>
_________________________________
/1/ Based on the average price of a share of the Company's Common Stock on
December 31, 1995 of $27.0625.
PENSION AND RETIREMENT BENEFITS
The Company has a pension plan for certain groups of employees. The Company
makes an annual contribution to the plan which is actuarially determined. Such
contribution cannot be appropriately allocated to individual participants and,
accordingly, is not included in the Summary Compensation Table. The Company's
contribution to the pension plan for 1995 will be $1,404,875, which represents
3.8% of eligible compensation. Employees within the eligible group may
participate in the plan after completing one year of service and attaining age
21. Participating employees become fully vested in the plan after five years of
service. Normal retirement age is 65, and actuarially reduced benefits are
available to participants who are age 55 and have ten years of service.
In general, the participant accrues an annual retirement benefit equal to
1% of the participant's final five-year average compensation (plus an additional
.5% above Social Security covered compensation) times the number of years of
service credited after October 31, 1975. Eligible compensation is defined as
salary, hourly wages, bonus and commissions. Eligible compensation for the
executive officers named in the Summary Compensation Table does not differ by
more than 10 percent from the summary compensation set forth in such table.
12
<PAGE>
The following table illustrates the estimated annual benefit (prior to an
offset for the primary Social Security benefit) which participants are eligible
to receive from the pension plan under a straight life annuity basis with a
retirement age of 65 assuming the individual's compensation remains constant at
the indicated amount for the final five years of service.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Final Five-Year
Average
Remuneration 15 Years 20 Years 25 Years 30 Years 35 Years
------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 700,000 152,813 203,375 254,688 305,625 356,563
600,000 130,313 173,750 217,188 260,625 304,063
500,000 107,813 143,750 179,688 217,625 251,563
400,000 85,313 113,750 142,188 170,625 199,063
300,000 62,813 83,750 104,688 125,625 146,563
200,000 40,313 53,750 67,188 80,625 115,938
</TABLE>
The number of credited years of service as of December 31, 1995, for the
executive officers named in the Summary Compensation Table was seven for J.
Stark Thompson, 15 for Joseph C. Stokes, Jr., four for John V. Cooper and three
for John E. Leffler. Thomas M. Coutts does not participate in the pension plan.
As of December 31, 1995, the estimated benefits payable upon retirement at age
65, based on the maximum years of service for each individual, was as follows:
J. Stark Thompson, $179,959, Joseph C. Stokes, Jr., $133,376, John V. Cooper,
$92,688, and $47,935 for John E. Leffler.
The Company has a supplemental retirement plan ("SRP") intended to provide
retirement benefits, supplementing those provided under other plans, to certain
officers and key employees. Upon retirement at the age of 65, participants are
entitled to receive an annual benefit equal to 55% of their average annual
compensation (salary and bonus) based on the highest 60 consecutive months of a
participant's last 120 months as a participant in the SRP, less all other
retirement benefits received (including Social Security benefits, other Company
retirement benefits and plans of other employers). The SRP currently has five
participants, including Dr. Thompson. Since participation in the SRP is not
based on a participant's number of years of service and benefits payable under
the SRP would only be payable after taking into account all other retirement
benefits received, payments made under the SRP are not included in the Pension
Plan Table above.
13
<PAGE>
AGREEMENTS WITH EXECUTIVE OFFICERS
The Company has entered into agreements with certain of its executive
officers, including the executive officers named in the Summary Compensation
Table, which provide certain severance benefits for them in the event of a
termination of their employment following a Change of Control (as defined in the
agreements), in order to encourage such executives, in the event of a Change of
Control of the Company, to continue to perform their duties in the best
interests of the Company and its stockholders. The agreements were entered into
between June 23, 1989 and February 14, 1996.
Each agreement provides that, if, within a specified period of time
following a Change of Control (two years in the case of Dr. Thompson, Mr. Coutts
and Mr. Stokes, executive officers named in the Summary Compensation Table, and
one year for all other executive officers) the Company terminates the employment
of the executive other than for disability or Cause (as defined in the
agreements, including repeated, willful and deliberate violations by the
executive of his obligations under the agreement or the commission by the
executive of an intentional act of fraud, embezzlement, theft or
misappropriation of confidential information), or the executive voluntarily
terminates his employment for Good Reason (as defined in the agreements,
including a diminution in the executive's position, authority, duties or
responsibilities or a change in the executive's job location or any purported
termination in violation of the agreement or the failure of any successor to
comply with the agreement), the executive will receive his base salary and bonus
through the date of termination plus specified severance benefits. Generally,
these severance benefits include (i) a specified multiple times an executive's
annual base salary plus bonus (two times in the case of Dr. Thompson, Mr. Coutts
and Mr. Stokes, executive officers named in the Summary Compensation Table, and
one times for all other executive officers), and (ii) retirement benefits and
health insurance and other benefits for the remainder of the term of the
agreement. In addition, the executive would be entitled to immediate
acceleration of the exercisability of his stock options.
A Change of Control of the Company generally means (i) an acquisition of
50% or more of the Company's common stock or voting securities without approval
of a majority of the incumbent board of directors, including a majority of the
directors who are not Dexter-related Directors (as defined in the agreements),
(ii) certain changes in the composition of a majority of the Company's incumbent
board of directors from such composition on the effective date of the agreement,
except changes approved by a majority of directors comprising the incumbent
board, including a majority of the directors who are not Dexter-related
Directors, and (iii) so long as Dexter owns specified percentages of the
Company's stock, certain increases in the percentage of the directors of the
Company who are Dexter-related Directors following a change in control of Dexter
(as defined in the agreements).
14
<PAGE>
REPORT OF THE COMPENSATION AND ORGANIZATION COMMITTEE
AND STOCK OPTION COMMITTEE ON EXECUTIVE COMPENSATION
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Exchange
Act of 1934, as amended, that might incorporate future filings, including this
proxy statement, in whole or in part, the following report of the Compensation
and Organization Committee and the Stock Option Committee and the Performance
Graph which follows shall not be incorporated by reference into any such
filings.
The Compensation and Organization Committee (the "Compensation Committee")
of the Company is responsible for, among other things, establishing and
administering the compensation policies applicable to executive officers. The
Compensation Committee is composed of: Jerry E. Robertson, chairman, Frederick
R. Adler, Kathleen Burdett, Donald C. Sutherland and K. Grahame Walker. The
Stock Option Committee of the Company is responsible for administering and
granting stock options under the Company's stock option plans. The Stock Option
Committee is composed entirely of independent directors: Frederick R. Adler,
Betsy Z. Cohen and Donald C. Sutherland.
OVERALL POLICY
The Company's executive compensation is designed to be closely linked to
long-term corporate performance and returns to stockholders. To this end, the
Company has developed an overall compensation strategy and specific compensation
plans that tie a significant portion of executive compensation to the Company's
success in meeting specified performance goals and to appreciation in the
Company's stock price over time. The overall objectives of this strategy are to
attract and retain executive talent of the highest quality, to motivate these
executives to achieve the goals inherent in the Company's strategy, to link
executive and stockholder interests through equity-based compensation and to
provide a compensation package that recognizes individual contributions as well
as overall business results.
Each year the Compensation Committee reviews the Company's executive
compensation program. This review includes an evaluation based on the
Biotechnology Compensation and Benefits Survey conducted by Radford
Associates/Alexander & Alexander Consulting Group and sponsored by the
Biotechnology Industry Organization (the "Radford Survey"). A total of 263
biotechnology companies participated in the 10th annual edition of the Radford
Survey which was published in early 1995, of which about one-half are publicly
traded companies and one-half are private companies. Compensation data was
reported for over 33,000 incumbents in executive, management and benchmark
positions. Participants in the Radford Survey reported on bonus and cash profit
sharing plans and stock option plans, as well as other compensation and benefit
plans. Participating companies range in size from 100 employees to over 3,000
employees and are widespread geographically. These companies are not identical
to those comprising the Nasdaq Pharmaceutical Stock Index, which has been used
for purposes of comparison in the stock performance graph at page 20, although
there are overlaps.
15
<PAGE>
The Compensation Committee reviews and makes recommendations to the Board
of Directors and the Stock Option Committee with respect to the compensation of
the most highly compensated executives, including the individuals named in the
Summary Compensation Table, and reviews the compensation policies and pay
practices employed with respect to all the Company's other executive-level
employees. This practice is designed to ensure consistency throughout the
executive compensation program. The key elements of the Company's executive
compensation program consist of base salary, cash bonuses and stock options. The
Compensation Committee's and Stock Option Committee's policies with respect to
each of these elements, including the bases for the compensation awarded to Dr.
Thompson, are discussed below.
BASE SALARY
Base salaries for executive officers are initially determined by evaluating
the responsibilities of the position held and the experience of the individual,
and by reference to the competitive marketplace for executive talent, including
a comparison to base salaries for comparable positions at other companies. The
Company has principally used the Radford Survey, which is published annually,
for purposes of comparison of compensation of its executive officers to
compensation of peer companies.
It has been the Company's policy to target base salaries between the 50th
and 75th percentiles for base pay of similar positions within the defined
competitive group in the Radford Survey, adjusted for sales size. Annual salary
adjustments are determined by evaluating the performance of each executive
officer taking into account new responsibilities as well as the individual's
contribution to the Company's overall performance. Individual performance
ratings take into account such factors as achievement of the strategic plan,
attainment of specific individual objectives, interpersonal managerial skills
and civic involvement.
CASH BONUS
The Company's cash bonus accounts for a significant percentage of each
executive officer's compensation. Executive officers participate in the
Company's Incentive Compensation Plan ("ICP"), which is a pay-for-performance
plan designed to compensate officers for performance that increases stockholder
value. Approximately 700 employees of the Company are eligible to participate in
the ICP. The ICP is approved by the Compensation Committee and is reviewed semi-
annually.
"Performance" is measured by assessing both the Company's performance and
individual performance. The total amount of compensation to be distributed each
year (the "Incentive Pool") is based on Company performance, as measured by
specific measurements defined each year such as sales growth, return on
investment and operating profitability, and threshold, target and maximum
performance levels are established to reflect the Company's operations. Each
participant's ICP payout is based upon his or her contribution to the Company's
performance as well as the Company's overall financial results in the year. The
individual performance ratings in the ICP may range from 0% to 125%. The Company
performance-based factors considered in determining the ICP and the weight given
to those factors in 1995 were as follows: operating income, 40%; return on
investment, 20%;
16
<PAGE>
and net sales, 40%. These factors are weighted annually to reflect the
assessment of those issues that are in need of emphasis in accordance with the
Company's strategic plan. Once the Incentive Pool is determined, the
Compensation Committee reviews each executive officer's potential share of the
Incentive Pool based on his or her contribution to the Company's business
results, which is a subjective determination. The Compensation Committee
considers a number of factors in determining an executive officer's contribution
to the Company's business results, including the level of the executive's job
responsibilities, the executive's past performance and the achievement of
individual performance objectives. Individual performance objectives are set at
the beginning of each year by the Compensation Committee and the Chief Executive
Officer for the Chief Executive Officer and by the Chief Executive Officer and
each other executive officer for that executive officer. An executive's
individual performance measures take into account such factors as the attainment
of specific individual objectives, leadership and management skills and civic
involvement. No specific weight is assigned to any particular factor. Bonuses
are paid semi-annually, although the amounts paid under the ICP are based on and
adjusted for the Company's annual results.
STOCK OPTIONS
The third component of each executive officer's compensation is the
Company's 1995 Long-Term Incentive Compensation Plan pursuant to which the
Company has granted to executive officers and other key employees options to
purchase shares of its Common Stock. The Board of Directors of the Company
believes that the Company's stock option plan is an important factor in
attracting, retaining and motivating its officers and key employees. The
objective of the Company's long-term incentive compensation plan is to advance
the long-term interests of the Company and its stockholders and complement
incentives tied to annual performance. Stock option grants provide rewards to
executives upon the creation of incremental stockholder value. The determination
of the number of stock options granted under the Company's stock option plan is
primarily based upon a review of the value of stock options granted at 17
biotechnology companies of comparable revenue size which the Company believes
reflects the market in which the Company competes for executive talent (a number
of which companies are included in the Radford Survey), the total compensation
package at these peer companies, and judgments concerning an individual's
performance results and the ability of the individual to impact the long-term
success of the Company, which is a subjective determination. The Stock Option
Committee also considers the number of options outstanding as previously
granted, the number of options held by such officer, and the aggregate number of
current stock options to be granted in determining the number of stock options
to be granted to a participant.
In order to provide the Board with an objective perspective of competitive
stock option programs based on public information, in 1991 the Board of
Directors engaged an independent consultant in executive compensation to prepare
an analysis of the Company's stock option program in light of competitive stock
option programs at companies deemed to be most comparable to the Company because
of the similarity of their business and size. The Stock Option Committee
considered the consultant's analysis (which has been updated annually since
1991) in determining its stock option grants.
17
<PAGE>
The stock options granted in 1995 were granted at an exercise price equal
to the market value of the Common Stock on the date of grant and will only have
value if the Company's stock price increases. Generally, grants of stock options
vest in equal amounts over three years and are exercisable within the ten-year
period from the date of grant. This approach is designed to provide further
incentive to create value for the Company's stockholders over the long-term
since the full benefit of the compensation package cannot be realized unless
stock price appreciation occurs over a number of years.
COMPENSATION TO CHIEF EXECUTIVE OFFICER
In 1995, J. Stark Thompson, Ph.D., Chief Executive Officer of the Company,
received a base salary of $368,750, an increase of 6.5% over his 1994 base
salary. In addition, 6.5% of the Company's Incentive Pool, or $318,600, was paid
to Dr. Thompson as a bonus in 1995, compared with 7.2% of the Incentive Pool, or
$199,495 in 1994. It is our view that total cash compensation paid to Dr.
Thompson in 1995 is consistent with the Compensation Committee's compensation
philosophy.
In 1995, Dr. Thompson also received options to purchase 75,000 shares of
Common Stock at an exercise price of $24.00 per share. The grants were given to
reinforce the relationship between the Company's performance and the Chief
Executive Officer's future earnings. The Stock Option Committee took into
consideration the report prepared by the Company's independent executive
compensation consultant in determining the stock option grants.
The Company's performance in 1995 exceeded expectations when compared with
specific performance goals. Dr. Thompson's incentive compensation increased
59.7% in 1995 compared with the prior year. Dr. Thompson's total compensation in
1995 increased 26% over 1994.
DEDUCTIBILITY OF COMPENSATION
Section 162(m) of the Internal Revenue Code of 1986 limits the amount of
compensation a corporation may deduct as a business expense paid to its Chief
Executive Officer or any of its four other most highly compensated officers to
$1,000,000 in any year except to the extent that such compensation qualifies as
"performance-based compensation" (or meets other exceptions not here relevant).
All compensation payments in 1995 to the five executive officers named in the
Summary Compensation Table will be fully deductible. The Compensation
Committee's present intention is to comply with the requirements of Section
162(m) unless the Compensation Committee feels that required changes would not
be in the best interests of the Company or its stockholders.
18
<PAGE>
CONCLUSION
The Compensation Committee and Stock Option Committee believe that linking
executive compensation to individual and Company performance results in better
alignment of compensation with corporate business goals and stockholder value.
As performance goals are met or exceeded, resulting in increased value to
stockholders, executives are rewarded commensurately. The Compensation Committee
and the Stock Option Committee believe that compensation paid to its executives
during 1995, including the Chief Executive Officer, reflects the Company's
compensation goals and policy.
COMPENSATION & ORGANIZATION COMMITTEE STOCK OPTION COMMITTEE
Jerry E. Robertson, Chairman Frederick R. Adler
Frederick R. Adler Betsy Z. Cohen
Kathleen Burdett Donald C. Sutherland
Donald C. Sutherland
K. Grahame Walker
19
<PAGE>
PERFORMANCE GRAPH
Note: The total stockholder return (i.e., changes in share price plus
reinvested dividends) shown on the performance graph below is not necessarily
indicative of the future returns on the Company's Common Stock.
Comparison of Five-Year Cumulative Total Return Among Life Technologies, Inc.,
The Nasdaq Stock Market (U.S. & Foreign) and Nasdaq Pharmaceutical Stocks
(Assuming an investment of $100 on December 31, 1990)
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Index Description 1990 1991 1992 1993 1994 1995
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Life Technologies, Inc. 100 107 135 116 124 175
Nasdaq Stock Market (U.S. & Foreign) 100 159 185 214 207 288
Nasdaq Pharmaceutical Stocks 100 265 221 197 148 271
</TABLE>
20
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1995, Jerry E. Robertson, chairman, Frederick R. Adler, Kathleen
Burdett, Donald C. Sutherland and K. Grahame Walker served as members of the
Company's Compensation Committee. Robert E. McGill, III, former executive vice-
president of Dexter, served as a member of the Compensation Committee and the
Board of Directors of the Company from January 1, 1995, to April 11, 1995.
Frederick R. Adler, Betsy Z. Cohen and Donald C. Sutherland served as members of
the Company's Stock Option Committee in 1995.
In 1995 the Company received the benefit of certain services performed by
Dexter corporate personnel, including insurance, risk management advice and
internal audit, for which the Company paid Dexter $15,000. Dexter also purchased
principally all insurance for the Company for which the Company was charged its
pro rata share of the cost of such insurance. Mr. Walker serves as a director
of the Company and Dexter.
COMPENSATION OF DIRECTORS
In 1995, each director of the Company (except Dr. Thompson who was an
officer of the Company) received a $10,000 retainer fee which was paid
quarterly, an additional fee of $1,000 for each Board meeting attended, and $500
for each committee meeting attended.
21
<PAGE>
PROPOSAL NO. 2 - APPROVAL OF NON-EMPLOYEE DIRECTORS'
ANNUAL RETAINER STOCK PLAN
The Non-Employee Directors' Annual Retainer Stock Plan (the "Retainer
Plan") was adopted by the Board of Directors on February 14, 1996, subject to
approval by the Company's stockholders. A copy of the Retainer Plan appears at
Exhibit A of this proxy statement, and the following summary of the material
terms of the Retainer Plan is qualified in its entirety by reference thereto.
SUMMARY OF PLAN
The purpose of the Retainer Plan is to advance the interests of the Company
and its stockholders by enabling members of the Board who are not officers or
employees of the Company or any of its subsidiaries to (i) receive shares of the
Company's Common Stock, based on its fair market value (as determined under the
Retainer Plan), in lieu of all or a portion of the annual cash retainer fee they
receive for services on the Board; and (ii) receive an automatic annual grant of
200 shares of Common Stock of the Company, payable semi-annually, as additional
compensation for services rendered as a member of the Board of Directors of the
Company (prorated for those directors, if any, serving part of a full year). The
Retainer Plan will be administered by the Board. Up to an aggregate of 75,000
shares may be issued pursuant to the Retainer Plan. Unless terminated earlier
in accordance with its provisions, the Retainer Plan shall expire ten years from
the date of approval by the Company's stockholders.
FEDERAL INCOME TAX CONSEQUENCES
Shares of Common Stock received pursuant to a director's election will be
ordinary income to the recipient on the date the shares are received in an
amount equal to the fair market value of the shares on that date, and the
Company will be entitled to a corresponding deduction. The receipt of non-
elective shares will generally result in ordinary income when they are no longer
subject to the Rule 16(b) restrictions (generally, six months following the date
the shares are issued) in an amount equal to the fair market value of the shares
on the date the restrictions lapse, and the Company will be entitled to a
corresponding deduction.
VOTE REQUIRED
The affirmative vote of holders of a majority of the shares of Common Stock
present in person or represented by proxy at the Annual Meeting and entitled to
vote, a quorum being present, is required for the adoption of this proposal.
Broker non-votes with respect to this matter will be treated as neither a vote
"for" nor a vote "against" the matter, although they will be counted in
determining if a quorum is present. However, abstentions will be considered in
determining the number of votes required to attain a majority of the shares
present or represented at the Annual Meeting and entitled to vote. Accordingly,
an abstention from voting by a stockholder present in person or by proxy at the
Annual Meeting has the same legal effect as a vote "against" the matter because
it represents a share
22
<PAGE>
present or represented at the Annual Meeting and entitled to vote, thereby
increasing the number of affirmative votes required to approve this proposal.
THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 2 TO BE IN THE BEST INTERESTS OF
THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.
23
<PAGE>
PROPOSAL NO. 3 - APPROVAL OF 1996 NON-EMPLOYEE DIRECTORS'
STOCK OPTION PLAN
SUMMARY OF PLAN
The 1996 Non-Employee Directors' Stock Option Plan (the "Plan") was adopted
by the Board of Directors on February 14, 1996, subject to approval by the
Company's stockholders. A copy of the Plan is attached as Exhibit B to this
proxy statement, and the following summary of the material terms of the Plan is
qualified in its entirety by reference thereto.
The purpose of the Plan is to strengthen the Company's ability to attract
and retain the services of knowledgeable and experienced persons who, through
their efforts and expertise, can make a significant contribution to the success
of the Company's business by serving as members of the Company's Board of
Directors and to provide additional incentive for such directors to continue to
work for the best interests of the Company and its stockholders through
ownership of its Common Stock.
The Plan provides for the automatic grant to each of the Company's non-
employee directors of (i) an option to purchase 4,500 shares of Common Stock on
the later of (x) October 1, 1996, provided such director is then serving as a
non-employee director, or (y) the date of such director's initial election or
appointment to the Board of Directors (the "Initial Grant"), and (ii) an option
to purchase 4,500 shares of Common Stock on each October 1 following the Initial
Grant, provided that such individual is a non-employee director on such date.
Up to an aggregate of 500,000 shares of Common Stock may be granted under the
Plan. The options to be granted will have an exercise price of 100% of the fair
market value (as determined under the Plan) of the Common Stock on the date of
grant and have a ten-year term. The options will vest equally during the first
three years after the grant (namely, 1,500 shares will vest each year), subject
to acceleration in the event of a Change of Control (as defined in the Plan).
The options may be exercised by payment in cash, check or shares of Common
Stock.
FEDERAL INCOME TAX CONSEQUENCES
An optionee will not realize taxable income upon the grant of an option.
The optionee will generally recognize ordinary income when the option is
exercised equal to the excess of the value of the stock over the exercise price
(i.e., the option spread), and the Company will receive a corresponding
deduction. Upon a subsequent sale of the stock, the optionee will realize
capital gain or loss equal to the difference between the selling price and the
value of the stock at the time ordinary income was recognized with respect to
the exercise.
24
<PAGE>
VOTE REQUIRED
The affirmative vote of holders of a majority of the shares of Common Stock
present in person or represented by proxy at the Annual Meeting, a quorum being
present, is required for the adoption of this proposal. Broker non-votes with
respect to this matter will be treated as neither a vote "for" nor a vote
"against" the matter, although they will be counted in determining if a quorum
is present. However, abstentions will be considered in determining the number of
votes required to attain a majority of the shares present or represented at the
Annual Meeting and entitled to vote. Accordingly, an abstention from voting by
a stockholder present in person or by proxy at the Annual Meeting has the same
legal effect as a vote "against" the matter because it represents a share
present or represented at the Annual Meeting and entitled to vote, thereby
increasing the number of affirmative votes required to approve this proposal.
THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 3 TO BE IN THE BEST INTERESTS OF
THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.
25
<PAGE>
PROPOSAL NO. 4 - RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors, upon recommendation of its Audit Committee, has
selected the firm of Coopers & Lybrand L.L.P., independent certified public
accountants, to audit the accounts of the Company for fiscal year 1996, and it
is proposed that the selection of such firm be ratified by the stockholders at
the Annual Meeting. In the event that such selection is not so ratified, it will
be reconsidered by the Audit Committee and the Board.
A representative of Coopers & Lybrand L.L.P. will be present at the Annual
Meeting, will have an opportunity to make a statement if he desires to do so and
will be available to respond to appropriate questions from stockholders.
Coopers & Lybrand L.L.P. audited the accounts of the Company and certain
employee benefit plans for fiscal year 1995. In connection with its audit
function, Coopers & Lybrand L.L.P. reviewed the Company's 1995 quarterly and
annual reports to its stockholders and certain filings with the Securities and
Exchange Commission. In addition, during fiscal year 1995, Coopers & Lybrand
L.L.P. provided other professional services to the Company.
The Audit Committee approves in advance the nature of professional services
for which the Company may retain the firm of Coopers & Lybrand L.L.P., considers
the possible effect of such retention on the independence of such firm, and
determines whether the services provided were within the scope of such approval.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the shares of Common
Stock present in person or represented by proxy at the Annual Meeting and
entitled to vote is required for adoption of this proposal. Abstentions and
broker non-votes have the same legal effect as a vote cast against the proposal.
THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 4 TO BE IN THE BEST INTERESTS OF
THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.
26
<PAGE>
STOCKHOLDER PROPOSALS
All stockholder proposals that are intended to be presented at the 1997
Annual Meeting of Stockholders of the Company must be received by the Company no
later than November 20, 1996, for inclusion in the Board of Directors' proxy
statement and form of proxy relating to the meeting.
OTHER BUSINESS
The Board of Directors knows of no other business to be acted upon at the
Annual Meeting. If, however, any other business properly comes before the Annual
Meeting, it is the intention of the persons named in the enclosed proxy to vote
on such matters in accordance with their best judgment.
The prompt return of your proxy will be appreciated and helpful in
obtaining the necessary vote. Therefore, whether or not you expect to attend the
Annual Meeting, please sign the proxy and return it in the enclosed envelope.
By Order of the Board of Directors,
Joseph C. Stokes, Jr.
Secretary
Dated: March 20, 1996
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K WILL BE SENT WITHOUT CHARGE
AFTER MARCH 31, 1996, TO ANY STOCKHOLDER REQUESTING IT IN WRITING FROM:
LIFE TECHNOLOGIES, INC.
ATTN: JOSEPH C. STOKES, JR., SECRETARY
8717 GROVEMONT CIRCLE
GAITHERSBURG, MARYLAND 20877.
27
<PAGE>
EXHIBIT A
LIFE TECHNOLOGIES, INC.
NON-EMPLOYEE DIRECTORS' ANNUAL RETAINER STOCK PLAN
1. PURPOSE
-------
The purpose of the Life Technologies, Inc. Non-Employee Directors' Annual
Retainer Stock Plan is to advance the interests of the Company and its
stockholders by enabling members of the Board who are not officers or employees
of the Company or any of its subsidiaries to (i) receive shares of the Company's
Common Stock in lieu of all or a portion of the annual cash retainer fee they
receive for services on the Board; and (ii) receive an annual grant of 200
shares of Common Stock of the Company as additional compensation for services
rendered as a member of the Board of Directors of the Company.
2. DEFINITIONS
-----------
(a) "Board" means the Board of Directors of the Company.
(b) "Common Stock" means the Common Stock of the Company, par value $.01
per share.
(c) "Company" means Life Technologies, Inc., its successors and assigns.
(d) "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.
(e) "Fair Market Value" means the average of the high and low sales prices
of Common Stock as quoted on the Nasdaq National Market System on the
relevant payment date or, if no shares were traded on such date, on
the next preceding date on which the Common Stock was traded.
(f) "Retainer" means the annual cash retainer fee payable to a director
for his or her services on the Board.
(g) "Non-Employee Director" means a member of the Board who is not an
officer or employee of the Company or any of its subsidiaries.
(h) "Retainer Plan" means this Non-Employee Directors' Annual Retainer
Stock Plan.
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<PAGE>
3. ELIGIBLE PARTICIPANTS
---------------------
Each Non-Employee Director shall be eligible to participate in the Retainer
Plan.
4. ADMINISTRATION
--------------
The Retainer Plan shall be administered by the Board. The Board shall,
subject to the provisions of the Retainer Plan, have the power to construe the
Retainer Plan, to determine all questions arising thereunder and to adopt and
amend such rules and regulations for the administration of the Retainer Plan as
it may deem desirable. Any decisions of the Board in the administration of the
Retainer Plan, as described herein, shall be final and conclusive. The Board
may authorize any one or more of its members or any officer of the Company to
execute and deliver documents on behalf of the Board. No member of the Board
shall be liable for any action or determination made in good faith with respect
to the Retainer Plan.
5. ELECTION TO RECEIVE COMMON STOCK
--------------------------------
Each Non-Employee Director shall have the right to elect, on forms provided
by the Company, to receive all or a portion of the Retainer in the form of
shares of Common Stock. Any part of the Retainer elected to be paid in shares
of Common Stock shall be payable semi-annually, on October 1 and April 1. Any
such election (i) shall be in writing delivered to the Secretary of the Company,
(ii) shall specify an amount of the Retainer to be received in the form of
Common Stock (expressed as a percentage of the Retainer otherwise payable in
cash or an amount in dollars), (iii) shall be made at least six months prior to
the first payment date relating to the compensation with respect to which such
election is to apply and shall remain in effect unless and until revoked, which
revocation must be made at least six months before a semi-annual payment date
(but only once in any 12-month period). If a Non-Employee Director elects
pursuant to this Paragraph 5 to receive Common Stock, the number of shares of
Common Stock to be issued at the time of payment shall be determined by dividing
the amount elected to be taken in the form of shares of Common Stock by the Fair
Market Value of such shares on the date of payment. Notwithstanding the
foregoing, to the extent a Non-Employee Director does not serve as such for a
full year, then he or she will be entitled to receive a portion of the shares of
Common Stock he or she would have received on the next payment date, based upon
the number of full months which have elapsed from the April 1 or October 1, or
if later the date of his or her election or appointment to the Board, preceding
the date he or she ceased to be a Non-Employee Director.
6. AMOUNT OF STOCK GRANTS
----------------------
Each Non-Employee Director shall receive a grant of 100 shares of the
Company's Common Stock on each October 1 and each April 1 (commencing October 1,
1996) on which he or she is serving as a Non-Employee Director. If a Non-
Employee Director ceases to serve as such, then he or she will be entitled to
receive a portion of the 100 shares he or she would have received on the next
October 1 or April 1, based upon the number of full months which have
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<PAGE>
elapsed from the April 1 or October 1, or if later the date of his or her
election or appointment to the Board, preceding the date he or she ceased to be
a Non-Employee Director.
No shares of Common Stock received under this Section 6 of the Retainer
Plan may be sold, transferred, pledged or otherwise disposed of prior to the
date which is six months and one day after the date the shares are issued.
7. NUMBER OF SHARES OF COMMON STOCK ISSUABLE
-----------------------------------------
UNDER THE RETAINER PLAN
-----------------------
The maximum number of shares of Common Stock that may be issued under the
Retainer Plan shall be 75,000. Either authorized and unissued shares of Common
Stock or treasury shares may be delivered pursuant to the Retainer Plan.
In the event of any merger, consolidation, recapitalization,
reclassification, stock dividend, distribution of property, special cash
dividend or other change in corporate structure affecting the shares of Common
Stock, adjustments shall be made by the Board to prevent dilution or enlargement
of rights in the number and class of shares granted or authorized to be granted
hereunder.
8. AMENDMENTS TO THE RETAINER PLAN
-------------------------------
The Board may at any time terminate or from time to time modify or suspend
the Retainer Plan; provided, however, that to the extent provided by Rule 16-3
under Section 16 of the Exchange Act, Retainer Plan provisions shall not be
amended more than once every six months, except that the foregoing shall not
preclude any amendment to comport with changes in the Internal Revenue Code of
1986, the Employee Retirement Income Security Act of 1974 or the rules
thereunder in effect from time to time; and further provided that no such
modification without the approval of the stockholders of the Company shall:
(a) increase the maximum number of shares which may be issued under the
Retainer Plan in the aggregate or the number of shares which may be issued to
each Non-Employee Director (except as permitted by the last paragraph of Section
7); or
(b) extend the period during which Common Stock may be granted under the
Retainer Plan.
No amendment of the Retainer Plan shall materially and adversely affect any
right of any Non-Employee Director with respect to any shares of Common Stock
heretofore issued without such Non-Employee Director's written consent.
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<PAGE>
9. TERMINATION
-----------
The Retainer Plan shall terminate upon the earliest of the following dates
or events to occur: (a) upon the adoption of a resolution of the Board
terminating the Retainer Plan; or (b) ten years from the date the Retainer Plan
is initially approved and adopted by the stockholders of the Company in
accordance with Section 10 hereof; or (c) the issuance of the maximum number of
shares which may be issued under the Retainer Plan. No termination of the
Retainer Plan shall materially and adversely affect any right of any Non-
Employee Director with respect to any shares of Common Stock theretofore issued
without such Non-Employee Director's written consent.
10. MISCELLANEOUS PROVISIONS
------------------------
(a) Neither the Retainer Plan nor any action taken hereunder shall be
construed as giving any Non-Employee Director any right to be retained in the
service of the Company.
(b) A Non-Employee Director's rights and interest under the Retainer Plan
may not be assigned or transferred, hypothecated or encumbered in whole or in
part either directly or by operation of law or otherwise (except in the event of
a Non-Employee Director's death, by will or the laws of descent and
distribution).
(c) As a condition to issuing the shares of Common Stock hereunder, the
Board may require a Non-Employee Director to pay to the Company such sum as may
be necessary to discharge any obligation of the Company with respect to taxes,
assessments or other governmental charges imposed on property or income received
by such Non-Employee Director pursuant to the Retainer Plan.
(d) The expenses of the Retainer Plan shall be borne by the Company.
(e) The Retainer Plan shall be unfunded. The Company shall not be
required to establish any special or separate fund or to make any other
segregation of assets to assure the issuance of shares hereunder.
(f) The Company shall not be required to issue fractions of shares.
Whenever under the terms of the Retainer Plan a fractional share would be
required to be issued, the Non-Employee Director shall be paid in cash for such
fractional share based upon the same Fair Market Value which was used to
determine the number of shares to be issued on the relevant payment date.
(g) The issuance or delivery of any Common Stock may be postponed by the
Board for such period as may be required to comply with Federal securities laws,
any applicable listing requirements of any applicable securities exchange and
any other law or regulation applicable to the issuance or delivery of such
shares, and the Board shall not be obligated to issue or deliver any
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<PAGE>
Common Stock if the issuance or delivery of such shares would constitute a
violation of any law or any regulation of any governmental authority or
applicable securities exchange.
(h) A Non-Employee Director shall have no rights as a stockholder with
respect to Common Stock awarded to him or her under the Retainer Plan, including
the rights to vote and to receive dividends unless and until such Common Stock
is issued to him or her on the books of the Company.
(i) A Non-Employee Director may file with the Board a written designation
of a beneficiary, on such form as may be prescribed by the Board, to receive any
shares of Common Stock or cash payments that become deliverable to the Non-
Employee Director pursuant to the Retainer Plan as a result of the Non-Employee
Director's death. A Non-Employee Director may, from time to time, amend or
revoke a designation of beneficiary. If no designated beneficiary survives the
Non-Employee Director, the executor or administrator of the Non-Employee
Director's estate shall be deemed to be the Non-Employee Director's beneficiary.
(j) The provisions of the Retainer Plan shall be governed by and construed
in accordance with the laws of the State of Delaware.
11. STOCKHOLDER APPROVAL
--------------------
This Retainer Plan shall be subject to approval by a vote of the
stockholders of the Company at the 1996 annual meeting of stockholders.
12. EFFECTIVE DATE
--------------
This Retainer Plan shall be effective as of the date that it is approved by
the Company's stockholders.
32
<PAGE>
EXHIBIT B
LIFE TECHNOLOGIES, INC.
1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
1. PURPOSE
-------
The purpose of this 1996 Non-Employee Directors' Stock Option Plan (the
"Plan") of Life Technologies, Inc. (the "Company") is to strengthen the
Company's ability to attract and retain the services of knowledgeable and
experienced persons who, through their efforts and expertise, can make a
significant contribution to the success of the Company's business by serving as
members of the Company's Board of Directors and to provide additional incentive
for such directors to continue to work for the best interests of the Company and
its stockholders through ownership of its Common Stock, $.01 par value (the
"Common Stock"). Accordingly, the Company will grant to each non-employee
director options to purchase shares of the Company's Common Stock on the terms
and conditions hereinafter established.
2. STOCK SUBJECT TO PLAN
---------------------
The Company may issue and sell a total of 500,000 shares of its Common
Stock pursuant to the Plan. Such shares may be either authorized and unissued or
held by the Company in its treasury. New options may be granted under the Plan
with respect to shares of Common Stock which are covered by the unexercised
portion of an option which has terminated or expired by its terms, by
cancellation or otherwise.
3. ADMINISTRATION OF THE PLAN
--------------------------
The Plan shall be administered by the Board of Directors of the Company
(the "Board"). The interpretation and construction by the Board of any
provisions of the Plan or of any other matters related to the Plan shall be
final. The Board may from time to time adopt such rules and regulations for
carrying out the Plan as it may deem advisable. No member of the Board shall be
liable for any action or determination made in good faith with respect to the
Plan.
The Board may at any time amend, alter, suspend or terminate the Plan;
provided, however, that any such action would not impair any option to purchase
Common Stock theretofore granted under the Plan; and provided further that
without the approval of the Company's stockholders, no amendments or alterations
would be made which would (i) increase the number of shares of Common Stock that
may be purchased by each non-employee director under the Plan (except as
permitted by Paragraph 10), (ii) increase the aggregate number of shares of
Common Stock as to which options may be granted under the Plan (except as
permitted by Paragraph 10), (iii) decrease the option exercise price (except as
permitted by Paragraph 10), or (iv) extend the period during which outstanding
options granted under the Plan may be exercised;
33
<PAGE>
and provided further that Paragraph 5 of the Plan shall not be amended more than
once every six months other than to comply with changes in the Internal Revenue
Code of 1986, as amended, or the Employee Retirement Income Security Act of
1974, as amended, or the rules thereunder.
4. ELIGIBILITY
-----------
All directors of the Company who are neither officers nor employees of the
Company or any of its subsidiaries shall be eligible to receive options under
the Plan.
5. GRANTS
------
(i) Each non-employee director shall automatically be issued an
option to purchase 4,500 shares of the Company's Common Stock (the "Initial
Option") on October 1, 1996, if he or she is then serving as a director, or, if
later, on the date of his or her initial election or appointment to the Board at
the following price for the following term and otherwise in accordance with the
terms of the Plan:
(a) The option exercise price per share of Common Stock shall be the
Fair Market Value (as defined below) of the Common Stock covered by such Initial
Option on the date the option is granted.
(b) Except as provided herein, the term of an Initial Option shall be
for a period of ten (10) years from the date the option is granted.
(ii) In addition, each non-employee director shall, on each October 1
following the grant date of his or her Initial Option (the "Additional Grant
Date"), if he or she is still a non-employee director on such date,
automatically be granted an option to purchase 4,500 shares of the Company's
Common Stock (the "Additional Option") at the following price for the following
term and otherwise in accordance with the terms of the Plan:
(a) The option exercise price per share of Common Stock shall be the
Fair Market Value (as defined below) of the Common Stock covered by such
Additional Option on the Additional Grant Date.
(b) Except as provided herein, the term of an Additional Option shall
be for a period of ten (10) years from the Additional Grant Date.
(iii) "Fair Market Value" shall mean, for each grant date, (A) if the
Common Stock is listed or admitted to trading on the New York Stock Exchange
(the "NYSE") or the American Stock Exchange (the "ASE"), the average of the high
and low sales prices of the Common Stock on such date, or if no sale takes place
on such date, the average of the highest closing bid and lowest closing asked
prices of the Common Stock on such exchange, in each case as officially reported
on the NYSE or the ASE, or (B) if no shares of Common Stock are then listed or
admitted to trading on the NYSE or the ASE, the average of the high and low
sales prices of the
34
<PAGE>
Common Stock on such date on the Nasdaq National Market System or, if no shares
of Common Stock are then quoted on the Nasdaq National Market System, the
average of the closing bid and highest asked prices of the Common Stock on such
date on Nasdaq or, if no shares of Common Stock are then quoted on Nasdaq, the
average of the highest bid and lowest asked prices of the Common Stock on such
date as reported in the over-the-counter system. If no closing bid and highest
asked prices thereof are then so quoted or published in the over-the-counter
market, "Fair Market Value" shall mean the fair value per share of Common Stock
on such date as determined in good faith by the Board.
6. REGULATORY COMPLIANCE AND LISTING
---------------------------------
The issuance or delivery of any option may be postponed by the Company for
such period as may be required to comply with the federal securities laws, any
applicable listing requirements of any applicable securities exchange and any
other law or regulation applicable to the issuance or delivery of such options,
and the Company shall not be obligated to issue or deliver any options if the
issuance or delivery of such options would constitute a violation of any law or
any regulation of any governmental authority or applicable securities exchange.
7. RESTRICTIONS ON EXERCISABILITY AND SALE
---------------------------------------
(i) Except as provided in Paragraph 7(ii) below, and subject to
Paragraph 7(iii) below, each option granted under the Plan may be exercisable as
to 33 1/3% of the total number of shares issuable under such option on each of
the three successive anniversaries of the grant date of such option.
(ii) If any event constituting a "Change in Control of the Company"
shall occur, all options granted under the Plan which are outstanding at the
time a Change of Control of the Company shall occur shall immediately become
exercisable. A "Change in Control of the Company" shall be deemed to occur if
(i) there shall be consummated (x) any consolidation or merger of the Company in
which the Company is not the continuing or surviving corporation or pursuant to
which shares of the Company's Common Stock would be converted into cash,
securities or other property, other than a merger of the Company in which the
holders of the Company's Common Stock immediately prior to the merger have the
same proportionate ownership of common stock of the surviving corporation
immediately after the merger, or (y) any sale, lease, exchange or other transfer
(in one transaction or a series of related transactions) of all, or
substantially all, of the assets of the Company, or (ii) the stockholders of the
Company shall approve any plan or proposal for liquidation or dissolution of the
Company, or (iii) any person (as such term is used in Section 13(d) and 14(d)(2)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), shall
become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange
Act) of 50% or more of the Company's outstanding Common Stock other than
pursuant to a plan or arrangement entered into by such person and the Company,
or (iv) during any period of two consecutive years, individuals who at the
beginning of such period constitute the entire Board of Directors shall cease
for any reason to constitute a majority thereof
35
<PAGE>
unless the election, or the nomination for election by the Company's
stockholders, of each new director was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the beginning of the
period.
(iii) Notwithstanding anything herein to the contrary, if the shares of
Common Stock issuable upon exercise of options granted under the Plan have not
been registered under the Securities Act of 1933, as amended, the Board may
consider the exercisability of options upon compliance with applicable federal
and state securities laws.
8. CESSATION AS DIRECTOR
---------------------
Except as otherwise provided in Paragraph 7(ii), in the event that the
holder of an option granted pursuant to the Plan shall cease to be a director of
the Company for any reason such holder may exercise any portion of the option
that is exercisable by him or her at the time he or she ceases to be a director
of the Company, but only to the extent such option is exercisable as of such
date, within six months after the date he or she ceases to be a director of the
Company.
9. DEATH
-----
In the event that a holder of an option granted pursuant to the Plan shall
die, his or her estate, personal representative or beneficiary may exercise any
portion of the option that was exercisable by the deceased optionee at the time
of his or her death, but only to the extent such option is exercisable as of
such date, within twelve months after the date of his or her death.
10. STOCK SPLITS, MERGERS, ETC.
---------------------------
In the event of any stock split, stock dividend or similar transaction
which increases or decreases the number of outstanding shares of Common Stock,
appropriate adjustment shall be made by the Board of Directors, whose
determination shall be final, to the number of shares of Common Stock which may
thereafter be available under the Plan, the number of shares subject to
outstanding options granted hereunder and the option exercise price per share of
Common Stock which may be purchased under any outstanding options. In the case
of a merger, consolidation or similar transaction which results in a replacement
of the Company's Common Stock and stock of another corporation but does not
constitute a Change in Control of the Company, the Company will make a
reasonable effort, but shall not be required, to replace any outstanding options
granted under the Plan with comparable options to purchase the stock of such
other corporation, or will provide for immediate maturity of all outstanding
options, with all options not being exercised within the time period specified
by the Board of Directors being terminated.
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<PAGE>
11. TRANSFERABILITY
---------------
Options are not assignable or transferable, except upon the optionholder's
death to a beneficiary designated by the optionee in accordance with procedures
established by the Board or, if no designated beneficiary shall survive the
optionholder, pursuant to the optionholder's will or by the laws of descent and
distribution, and during the optionholder's lifetime, may be exercised only by
him or her.
12. EXERCISE OF OPTIONS
-------------------
An optionholder electing to exercise an option shall give written notice to
the Company of such election and of the number of shares of Common Stock that he
or she has elected to acquire. An optionholder shall have no rights of a
stockholder with respect to shares of Common Stock covered by his or her option
until after the date of issuance of a stock certificate to him or her upon
partial or complete exercise of his or her option.
13. PAYMENT
-------
The option exercise price shall be payable in cash, check or in shares of
Common Stock upon the exercise of the option. If the shares of Common Stock are
tendered as payment of the option exercise price, the value of such shares shall
be the Fair Market Value as of the date of exercise. If such tender would result
in the issuance of fractional shares of Common Stock, the Company shall instead
return the difference in cash or by check to the optionholder.
14. OBLIGATION TO EXERCISE OPTION
-----------------------------
The granting of an option shall impose no obligation on the director to
exercise such option.
15. CONTINUANCE AS DIRECTOR
-----------------------
Nothing in the Plan shall be deemed to create any obligation on the part of
the Board to nominate any director for reelection by the Company's stockholders.
16. TERM OF PLAN
------------
The Plan shall be effective as of the date on which it is adopted by the
Board, subject to the approval of the stockholders of the Company within one
year from the date of adoption by the Board. The Plan will terminate on the date
ten (10) years after the date of adoption by the Board, unless sooner terminated
by the Board. The rights of optionees under options outstanding at the time of
termination of the Plan shall not be affected solely by reason of the
termination and shall continue in accordance with the terms of the option (as
then in effect or thereafter amended).
37
<PAGE>
PROXY PROXY
LIFE TECHNOLOGIES, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF THE STOCKHOLDERS TO BE HELD ON APRIL 16, 1996
Joseph C. Stokes, Jr. and J. Stark Thompson, and each of them acting without
the other, as the true and lawful attorneys, agents and proxies of the
undersigned, with full power of substitution, are hereby authorized to
represent and to vote as designated below, all shares of Common Stock of Life
Technologies, Inc. (the "Company") held of record by the undersigned on
February 23, 1996, at the Annual Meeting of Stockholders to be held at 11:00
a.m., local time, on Tuesday, April 16, 1996, at The Rockefeller Center Club,
30 Rockefeller Plaza, New York, New York or at any adjournment thereof. Any and
all proxies heretofore given are hereby revoked.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSALS SET
FORTH IN THE PROXY STATEMENT.
<PAGE>
1.ELECTION OF DIRECTORS
Nominees: Thomas H. Adams, Frank E. Samuel, Jr. and Iain C. Wylie for three-
year terms.
[_] For all listed nominees [_] Withhold Authority to vote for the listed
(except for nominee(s) nominees.
whose name(s) appear(s)
below):
- ----------------------------
- ----------------------------
2.APPROVAL OF THE COMPANY'S NON-EMPLOYEE DIRECTORS' ANNUAL RETAINER STOCK PLAN.
[_] For [_] Against [_] Abstain
3. APPROVAL OF THE COMPANY'S 1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN.
[_] For [_] Against [_] Abstain
4. RATIFICATION OF THE APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS INDEPENDENT
AUDITORS OF THE COMPANY FOR FISCAL YEAR 1996.
[_] For [_] Against [_] Abstain
Discretionary authority is hereby granted with respect to such other matters as
may properly come before the Annual Meeting.
Date: , 1996
---------- ---------------------------
Important: Each joint Signature
owner shall sign.
Executors,
administrators trustees,
etc., should give full
title.
The above-signed
acknowledges receipt of ---------------------------
the Notice of Annual Signature (if held jointly)
Meeting of Stockholders
and the Proxy Statement
furnished therewith.
