SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2)
Q-MED, INC.
- -------------------------------------------------------------------------------
(Name of Registrant As Specified In Its Charter)
Q-MED, INC.
- -------------------------------------------------------------------------------
(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 Rule 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(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:
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>
Q-MED, INC.
100 METRO PARK SOUTH
LAURENCE HARBOR, NEW JERSEY 08878
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NOTICE OF ANNUAL MEETING
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April 26, 1996
NOTICE IS HEREBY given that the Annual Meeting of the stockholders of
Q-Med, Inc. (the "Company"), will be held at the Sheraton at Woodbridge Place,
Iselin New Jersey 08830, on May 28, 1996 at 10:00 A.M., for the following
purposes:
1. To elect a board of directors.
2. To ratify the selection of the Company's independent certified public
accountants for the next fiscal year.
3. To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
The board of directors has fixed the close of business on April 12, 1996 as
the record date for the determination of stockholders who are entitled to notice
of, and to vote at the 1996 Annual Meeting of stockholders. Only stockholders of
record as of the close of business on April 12, 1996 will be entitled to notice
of and to vote at the annual meeting.
Please sign, date and mail the enclosed proxy promptly in the enclosed
postage-paid envelope so that your shares will be represented at the meeting.
THE COMPANY URGES THAT AS MANY STOCKHOLDERS AS POSSIBLE BE REPRESENTED AT
THE MEETING. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, YOU ARE
URGED TO READ THE ATTACHED PROXY STATEMENT AND THEN FILL IN, DATE, SIGN AND
RETURN PROMPTLY THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. IF YOU ARE PRESENT
IN PERSON AT THE MEETING, YOU MAY VOTE IN PERSON REGARDLESS OF HAVING SENT IN
YOUR PROXY. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING AND
YOUR PROMPTNESS WILL ASSIST US IN PREPARATIONS FOR THE MEETING.
By Order of the Board of Directors
Richard I. Levin, M.D., Secretary
<PAGE>
Q-MED, INC.
100 METRO PARK SOUTH
LAURENCE HARBOR, NEW JERSEY 08878
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PROXY STATEMENT
-------------------------
April 26, 1996
This proxy statement sets forth certain information with respect to the
accompanying proxy proposed to be used at the 1996 Annual Meeting of
stockholders (the "Meeting") of Q-Med, Inc. (the "Company") or at any
adjournment thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting. The proxy statement and enclosed form of proxy are first being
mailed to stockholders on April 29, 1996. The board of directors of the Company
solicits this proxy and urges you to sign the proxy, fill in the date and return
same immediately.
Shares of the Company's common stock, $.001 par value (the "Common Stock"),
represented by valid proxies in the enclosed form, executed and received in time
for the meeting, will be voted as directed, or if no direction is indicated,
will be voted for the election as directors of the nominees described herein and
in favor of proposal No. 2. Proxies are being solicited by mail, and, in
addition, officers and regular employees of the Company may solicit proxies by
telephone or personal interview. As is customary, the expense of solicitation
will be borne by the Company. The Company will also reimburse brokers for the
expenses of forwarding proxy solicitation material to beneficial owners of
shares held of record by such brokers. Your prompt cooperation is necessary in
order to insure a quorum and to avoid expense and delay.
PROXIES ARE REVOCABLE AT ANY TIME PRIOR TO BEING VOTED EITHER BY WRITTEN
NOTICE DELIVERED TO THE SECRETARY OF THE COMPANY OR BY VOTING AT THE MEETING IN
PERSON.
The mailing address of the principal executive offices of the Company is
100 Metro Park South, 3rd Floor, Laurence Harbor, NJ 08878. The annual report of
the Company for the fiscal year ended November 30, 1995 ("Fiscal 1995")
including consolidated financial statements, supplementary financial information
and management's discussion and analysis of financial condition and results of
operations, accompanies this proxy statement.
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Company's by-laws provide that the board of directors be comprised of
three to fifteen directors. The board of directors have, pursuant to the
by-laws, fixed the number of directors to serve until the next annual meeting of
stockholders at three. Therefore, three directors are to be elected until the
next annual meeting or until their successors have been elected and qualified.
Proxies are solicited in favor of the nominees named below, all of whom are now
serving as directors. In the event one or more of the nominees is unable to
serve as a director, it is intended that the proxies will be voted for the
election of such other person, if any, as shall be designated by the board of
directors. The Company is unaware of any information which would indicate that
any of the nominees will be unable to serve and is not presently considering any
additional persons to serve on the board.
Director
Name Age Since Present Title
- ---- --- ----- -------------
Michael W. Cox 54 1983 Chairman of the Board,
President and Treasurer
Richard I. Levin, M.D. 47 1983 Vice President, Medical
Director, Secretary and
a Director
Robert A. Burns 70 1983 Director
Directors are elected to serve until the next Annual Meeting of
shareholders and until their successors have been elected and qualified. The
Company's officers are appointed by the board of directors and hold office at
the will of the board.
Mr. Cox, a founder of the Company, has served as its Chairman, President
and Treasurer since February, 1983.
Mr. Burns, a founder of the Company, has served as a director and
consultant to the Company since February, 1983. Since 1981, Mr. Burns has been
the sole shareholder and President of Stuart Allen, Inc., a corporation, engaged
in marketing, consulting and contract administration. From 1980 to 1981, Mr.
Burns was the President of High Stoy Technological Corporation, a company that
manufactured and sold medical ultrasound equipment and whose assets were sold to
Squibb Corporation. From 1972 to 1979, Mr. Burns was President and Chief
Operating Officer of MetPath, Inc., which operates a national clinical reference
laboratory and which has since been acquired by Corning Glass Works, Inc.
2
<PAGE>
Dr. Levin, a founder of the Company, has been Vice President, Medical
Director and Secretary of the Company since February, 1983. Dr. Levin is an
Associate Professor of Medicine at New York University School of Medicine and
was an Assistant Professor of Medicine at that school from 1984 through 1988.
Dr. Levin also serves as Director of the New York University School of Medicine
Laboratory for Cardiovascular Research and is the present President-Elect of the
American Heart Association, New York City affiliate. During the years from 1980
to 1984, Dr. Levin was a visiting Assistant Professor of Medicine at Cornell
University Medical College. He is certified as a Diplomat from the National
Board of Medical Examiners (1975), American Board of Internal Medicine (1977)
and in the sub-specialty of Cardiovascular Diseases (American Board of Internal
Medicine and Cardiology, 1981). Dr. Levin also is a Fellow of the American
College of Physicians, Fellow of the American College of Cardiology, and a
member of the American Federation for Clinical Research, among other
professional affiliations. Dr. Levin devotes such time and attention to the
business affairs of the Company as he and the Company's board of directors deem
appropriate.
For information concerning meetings, committees and compensation paid to
the above nominees during Fiscal 1995, see "Information Concerning the Board of
Directors and Committees."
3
<PAGE>
PROPOSAL NO. 2
TO RATIFY THE SELECTION OF AMPER, POLITZINER & MATTIA
AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The board of directors has recommended that Amper, Politziner & Mattia be
retained as the Company's independent certified public accountants for the
fiscal year ending November 30, 1996. Although this recommendation is not
required to be submitted to a vote of stockholders, the board of directors
believes it appropriate as a matter of policy that this recommendation be
submitted for ratification at the Company's annual meeting. In the event the
stockholders do not ratify the retention of Amper, Politziner & Mattia, the
selection of other independent auditors will be considered by the board of
directors. See "Relationship with Independent Certified Public Accountants."
STOCKHOLDER VOTE REQUIRED
The affirmative vote of the holders of a majority of the shares present in
person and by proxy and voting at the Meeting is required for ratification of
the selection of independent certified public accountants.
The board of directors recommends a vote FOR ratification of the selection
of Amper, Politziner & Mattia.
VOTING SECURITIES AND RECORD DATE
Holders of Common Stock of the Company of record at the close of business
on April 12, 1996, are entitled to notice and to vote at the Meeting. At the
close of business on April 12, 1996, the Company had 9,185,605 shares of Common
Stock outstanding, each of which entitled the holder thereof to one vote.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 12, 1996, the number and
percentage of shares of Common Stock of the Company, owned of record and
beneficially, by each person known by the Company to own 5% or more of such
stock, each director of the Company and by all executive officers and directors
of the Company, as a group:
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<PAGE>
Approximate Approximate
Number of Percent of
Name Shares (1) Class (2)
- ---- ---------- ---------
Michael W. Cox 1,451,557(3) 15%
Robert A. Burns 116,858 1%
Richard I. Levin, M.D. 388,198(4) 4%
William E. Fay, Jr. 503,500(5) 7%
Officers and
Directors as a
Group (5 Persons) 2,149,913(6) 22%
- ------------
(1) Information with respect to beneficial ownership is based upon
information furnished by each stockholder or contained in filings made
with the Securities and Exchange Commission. Unless otherwise
indicated, beneficial ownership includes both sole investment and
voting power.
(2) Based upon 9,185,605 shares of Common Stock outstanding as of April 12,
1996 and, with respect to each stockholder, the number of shares which
would be outstanding upon the exercise by such stockholder of
outstanding options to acquire stock.
(3) Includes 291,412 shares which may be obtained upon the exercise of
outstanding options.
(4) Includes 363,712 shares which may be obtained upon the exercise of
outstanding options.
(5) Includes 234,000 shares owned by Mr. Fay's wife, 16,000 shares
purchased for and owned by a non-profit family foundation of which Mr.
Fay is a trustee and Secretary and 37,500 shares purchased for and
owned by a trust established for Mr. Fay's daughter, of which Mr. Fay
is trustee.
(6) Includes a total of 822,324 shares which may be obtained by officers
and directors upon the exercise of outstanding options or warrants.
The business address of Messrs. Cox, Burns and Levin is 100 Metro Park
South, Laurence Harbor, New Jersey 08878. Mr. Fay's business address is Suite
5100, Three First National Plaza, Chicago, Illinois 60602.
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COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own more than ten-percent of a
registered class of the Company's equity securities to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than ten percent shareholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended November 30, 1995 all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten-percent beneficial owners were complied with, except Michael W.
Cox and Teri J. Kraf, who, due to business travel, filed one report one day
late.
INFORMATION CONCERNING BOARD OF DIRECTORS AND COMMITTEES
GENERAL
During Fiscal 1995, the Company paid no director's fees. All directors are
reimbursed for travel and other expenses relating to attendance at board
meetings. Directors who are officers of the Company receive no additional
compensation for service on the board. The present board does not have any
committees.
MEETINGS
During Fiscal 1995, the board of directors met formally four times. All
such meetings were attended by all of the directors.
EXECUTIVE COMPENSATION
The following table sets forth certain summary information regarding the
compensation of the Company's Chief Executive Officer and each of its other
executive officers whose total salary and bonus for the fiscal year ended
November 30, 1995 exceeded $100,000:
6
<PAGE>
<TABLE>
<CAPTION>
Name and Year Other Restricted All Other
Principal Ended Annual Stock Options/ LTIP Compen-
Position Nov. 30, Salary Bonus Compensation Awards SARs Payouts sation
-------- -------- ------ ----- ------------ ------ ---- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael W. Cox 1995 $110,400 $ -0- $ -0- -0- 0/0 $ -0- $ -0-
President, 1994 93,507 -0- -0- -0- 60,000/0 -0- -0-
Chief Executive 1993 83,314 -0- -0- -0- 50,000/0 -0- -0-
Officer
Richard I. Levin 1995 $117,885 $ -0- $ -0- -0- 70,000/0 $ -0- $ -0-
Secretary 1994 113,619 -0- -0- -0- 60,000/0 -0- -0-
1993 117,660 -0- -0- -0- 50,000/0 -0- -0-
</TABLE>
STOCK OPTION PLANS
On February 3, 1986, the Company's board of directors adopted an incentive
stock option plan entitled, "Q-Med, Inc. 1986 Incentive Stock Option Plan" (the
"1986 Plan"). The 1986 Plan was approved by the Company's shareholders in April,
1986. In December, 1986, the 1986 Plan was amended to authorize the issuance of
non-qualifying stock options ("Non-Qualifying Options") with a maximum exercise
period of ten years and to bring the administration of outstanding
Non-Qualifying Options within the 1986 Plan.
Pursuant to the 1986 Plan, 700,000 shares of the Company's Common Stock
were reserved for issuance upon exercise of options. Options are granted by an
independent committee appointed by the board of directors of the Company and no
member of such committee is eligible to receive any options under the 1986 Plan.
Options permit the grantees to purchase shares of the Company's Common Stock at
a price equal to at least 100% of the market value of the stock at the date of
grant. The Options are exercisable for a period of up to five years from the
date of the grant, in the case of Incentive Stock Options and ten years in the
case of Non-Qualifying Stock Options, are non-transferable and are not
exercisable after 3 months if the employee leaves the Company's employ.
As of November 30, 1995, there were options to purchase 60,667 shares of
Common Stock available to be granted under the 1986 Plan.
In September, 1990, the board of directors adopted the Q-Med, Inc. 1990
Employee Stock Incentive Plan (the "1990 Plan"). The 1990 Plan was approved by
the Company's stockholders at the Company's Annual meeting in November, 1990.
Pursuant to the 1990 Plan eligible participants of the Company, its subsidiaries
and affiliates may receive, until September 25, 2000, stock options, stock
appreciation rights, restricted stock or deferred stock awards for up to
1,000,000 shares of the Company's Common Stock.
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<PAGE>
Pursuant to the 1990 Plan, an independent committee, in its discretion,
determines those directors of the Company to be granted Director Stock Options
and those officers and other key employees of the Company, its subsidiaries and
affiliates to be granted Employee Stock Options, Stock Appreciation Rights,
Restricted Stock Awards or Deferred Stock Awards or a combination, thereof; the
type of grants to be made; the number of shares subject to such grants; the
terms and conditions of the awards, including restrictions on Director Stock
Options, Employee Stock Options or other awards and/or the stock relating
thereto based on performance and/or such other factors as the Committee in its
sole discretion determines and vesting acceleration features based on
performance and/or such other factors as the Committee in its sole discretion
determines; and whether, to what extent and under what circumstances stock and
other amounts payable with respect to an award may be deferred either
automatically or at the participant's election.
As of November 30, 1995, there were options to purchase 10,245 shares of
Common Stock available to be granted under the 1990 Plan.
The following table sets forth as to each executive officer of the Company
listed in the Summary Compensation table above concerning certain options
granted during the year ended November 30, 1995:
% of Total
Options/SARs
Options/ Granted to
SARs Employees in Exercise or Base Expiration
Name Granted Fiscal Year Price Per Share Date
- ---- ------- ----------- --------------- ----
Michael W. Cox 0 N/A $ -0- N/A
Richard I. Levin 70,000 51% $2.75 June 19, 2005
8
<PAGE>
The following table set forth as to each executive officer listed in the
Summary Compensation table above certain information concerning the exercise of
options during the year ended November 30, 1995 and options outstanding as of
such date:
Value of
Number of Unexercised
Unexercised in-the-Money
Shares Options Options
Acquired Exercisable/ Exercisable/
Name on Exercise Value Realized Unexercisable Unexercisable
- ---- ----------- -------------- ------------- -------------
Michael W. Cox -0- $ -0- 291,412/0 $2,477,002/0
Richard I. Levin -0- $ -0- 393,912/0 $3,093,252/0
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
It is the Company's policy not to engage in transactions with officers,
directors, principal stockholders or affiliates or any of them unless such
transactions have been approved by a majority of the disinterested directors and
are upon terms no less favorable to the Company than could be obtained from an
unaffiliated party in an arm's length transaction. During fiscal 1995 there were
no transactions between the Company and any officer, director or principal
stockholder except as disclosed above with respect to executive compensation and
stock options.
RELATIONSHIP WITH INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Company's board of directors have appointed Amper, Politziner & Mattia,
independent certified public accountants to serve as auditors for fiscal 1994.
Amper, Politziner & Mattia audited the Company's financial statements as of and
for each of the years ended November 30, 1994 and 1995.
A representative of the firm of Amper, Politziner & Mattia is expected to
be present at the meeting and will be available to respond to appropriate
questions. They will be given an opportunity to make a statement if they desire
to do so.
9
<PAGE>
ANNUAL REPORT
The Company's annual report for Fiscal 1995 is enclosed herewith.
A COPY OF THE COMPANY'S FORM 10-KSB ANNUAL REPORT TO THE SECURITIES AND
EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO,
MAY BE OBTAINED WITHOUT CHARGE BY WRITING TO:
Q-MED, INC.
100 Metro Park South
Laurence Harbor, NJ 08878
Att: Corporate Secretary
STOCKHOLDER PROPOSALS
Proposals by Stockholders intended to be presented at the next annual
meeting to be held in 1997 must be received by the Secretary of the Company on
or before December 29, 1996 in order to be included in the proxy statement for
that meeting.
OTHER BUSINESS
There is no matter other than those described above, so far as is known to
the management of the Company, at the date of this proxy statement, to be acted
on at the meeting. It is intended, however, if other matters come up for action
at said meeting or any adjournments thereof, that the persons named in the
enclosed form of proxy shall, in accordance with the terms of the proxy, have
authority in their discretion to vote shares represented by proxies received by
them, in regard to such other matters, as seems to said persons in the best
interests of the Company and its stockholders.
Q-MED, INC.
Richard I. Levin, M.D.,
Secretary
10
<PAGE>
PROXY
Q-MED, INC.
100 METRO PARK SOUTH
LAURENCE HARBOR, NJ 08878
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael W. Cox and Richard I. Levin, M.D.
as proxies, each with the power to appoint his substitute, and hereby authorizes
them to vote, as designated on the reverse side, all of the shares of common
stock of Q-Med, Inc. held of record by the undersigned on April 12, 1996, at the
Annual Meeting of Stockholders to be held on May 28, 1996 or any adjournment
thereof.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
A [X] Please mark your votes as in this example.
1. Election of Directors.
NOMINEES: Michael W. Cox
Richard I. Levin, M.D.
Robert A. Burnes
[ ] FOR all nominees [ ] WITHHELD from all nominees
For, except vote withheld from the following nominee(s)
-------------------------------------------------------
2. To ratify the selection of Amper, Politzner & Mattia to serve as the
Company's independent certified public accountants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THE PROXY WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 THROUGH 3, INCLUSIVE.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
SIGNATURES_______________ DATE________ SIGNATURES________________ DATE________
NOTE: Please sign exactly as your name appears hereon. When shares are by joint
tenants both should sign. When signing as attorney, executor, trustee,
administrator, or guardian, please give full title as such, if a
corporation please sign in full corporate name by President or other
authorized officer, if a partnership, please sign in partnership name by
authorized person.
