SEC File #0-11411
Definitive Proxy Statement
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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Q-MED, INC.
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(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
___________________________________________________________________________
2. Aggregate number of securities to which transaction applies:
___________________________________________________________________________
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
___________________________________________________________________________
4. Proposed maximum aggregate value of transaction:
___________________________________________________________________________
[ ] Check box if any part of the fee is offset as provided by Exchange 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:
___________________________________________________________________________
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<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 2, 1998
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 June 2, 1998 at 9:00 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 29, 1998 as
the record date for the determination of stockholders who are entitled to notice
of, and to vote at the 1998 Annual Meeting of stockholders. Only stockholders of
record as of the close of business on April 29, 1998 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
Herbert H. Sommer, Secretary
<PAGE>
Q-MED, INC.
100 METRO PARK SOUTH
LAURENCE HARBOR, NEW JERSEY 08878
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PROXY STATEMENT
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April 2, 1998
This proxy statement sets forth certain information with respect to the
accompanying proxy proposed to be used at the 1998 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 May 1, 1998. 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, 1997 ("Fiscal 1997")
including consolidated financial statements, supplementary financial information
and management's discussion and analysis of financial condition and results of
operations, accompanies this proxy statement.
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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 five. Therefore, five 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 56 1983 Chief Executive Officer,
President and Treasurer
Howard L. Waltman 65 1996 Chairman of the Board
Richard I. Levin, M.D. 49 1983 Vice President, Medical
Director, and Director
Robert A. Burns 72 1983 Director
Herbert H. Sommer 40 1996 Secretary and 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. Waltman was appointed Chairman of the Board in June 1996. Mr. Waltman
serves as a director of Express Scripts, Inc. from September 1986 and as
Chairman from March 1992. Mr. Waltman was Chairman of the Board and Chief
Executive Officer of Sanus Corp. Health Systems, a wholly owned subsidiary of
New York Life, which is now known as NYLCare ("Sanus"). From September 1992 to
December 31, 1995, Mr. Waltman served as the Chairman of the Board of Sanus. Mr.
Waltman is presently principally engaged as an independent business consultant.
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Dr. Levin, a founder of the Company, has been Vice President, Medical
Director and Secretary of the Company since February, 1983. Dr. Levin is a
Professor of Medicine at New York University School of Medicine and has served
as Associate Dean there since 1997. Dr. Levin also serves as Director of the New
York University School of Medicine Laboratory for Cardiovascular Research and is
the President of the American Heart Association, New York City affiliate. He is
certified as a Diplomat from the National Board of Medical Examiners, American
Board of Internal Medicine and in the sub-specialty of Cardiovascular Diseases
(American Board of Internal Medicine and Cardiology). 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.
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.
Mr. Sommer was appointed a Director and Secretary of the Company in June
1996. Mr. Sommer, whose firm, Sommer & Schneider LLP, serves as the Company's
outside general counsel, has engaged in the private practice of law for the past
13 years and is licensed to do so in the State of New York. Mr. Sommer served as
a director of MediData International, Inc. during 1994. Mr. Sommer's
distinctions include serving as the founding Chairman of the Securities Law
Committee of the Nassau County Bar Association from 1989 to 1991.
For information concerning meetings, committees and compensation paid to
the above nominees during Fiscal 1997, see "Information Concerning the Board of
Directors and Committees."
CERTAIN AGREEMENTS
On December 18, 1998, the Company sold an aggregate of $2,000,000 8%
Convertible Subordinated Notes due December 18, 2002 (the "Notes") in a private
placement to three investors led by Galen Partners L.P. III, a private
investment fund affiliated with Galen Associates, Inc. In connection with the
sale of the Notes, the Company granted certain rights to the investors including
the right to appoint a member of the Company's board of directors so long as the
Notes are outstanding. These rights also prohibit the Company, without the
approval of the board of directors and the consent of the investors' designee,
from (i) issuing any shares of Common Stock or issuing any securities having a
conversion price less than the higher of the conversion price of the Notes
($5.60 per share) or the current market price of such shares; (ii)
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selling, leasing, transferring or otherwise disposing of any assets otherwise
than in the ordinary course of business consistent with past practice; (iii)
making any capital expenditure in excess of $500,000 per fiscal year or not in
accordance with the annual budget approved by the Company's board; or (iv)
making any modification to the Company's certificate of incorporation or
By-laws, including the adoption of any shareholders rights plan or consummation
of a capital stock repurchase plan. As of March 31, 1998, the investors have not
exercised these rights.
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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, 1998. 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 29, 1998, are entitled to notice and to vote at the Meeting. At the
close of business on February 28, 1998, the Company had 9,648,519 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 February 28, 1998, 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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Approximate Approximate
Number of Percent of
Name Shares (1) Class (2)
- ---- ---------- ---------
Michael W. Cox 1,429,995(3) 14.4%
Robert A. Burns 30,000(4) <1%
Richard I. Levin, M.D. 302,986(5) 3%
Howard Waltman 273,334(6) 3%
Herbert H. Sommer 30,000(7) <1%
William E. Fay, Jr. 514,100(8) 5%
Officers and
Directors as a
Group (6 Persons) 2,203,947(9) 21%
- ------------
(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 9,648,519 shares of Common Stock outstanding as of February 28,
1998 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 286,912 shares which may be obtained upon the exercise of
outstanding options.
(4) Consists of 30,000 shares which may be obtained upon the exercise of
outstanding warrants.
(5) Includes 281,412 shares which may be obtained upon the exercise of
outstanding options.
(6) Includes 190,000 shares which may be obtained upon the exercise of
outstanding warrants.
(7) Consists of 30,000 shares which may be obtained upon the exercise of
outstanding warrants.
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(8) Includes 246,500 shares owned by Mr. Fay's wife, 17,000 shares owned by a
non-profit family foundation of which Mr. Fay is a trustee and Secretary;
41,800 shares owned by trusts established for Mr. Fay's daughter, of which
Mr. Fay is trustee; and 25,000 shares which are the subject of a stock
purchase warrant.
(9) Includes a total of 947,324 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. The business address
of Mr. Waltman is c/o Galen Associates, 610 Fifth Avenue - 5th Floor,
Rockefeller Center, New York, New York 10020. Mr. Sommer's business address is
Sommer & Schneider LLP, 600 Old Country Road, Suite 535, Garden City, New York
11530.
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, 1997 all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten-percent beneficial owners were complied with, except Dr.
Richard Levin, who filed two reports approximately one month late.
INFORMATION CONCERNING BOARD OF DIRECTORS AND COMMITTEES
GENERAL
During Fiscal 1997, 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. During Fiscal 1997, the board of
directors met formally four times. All directors attended at least three of the
meetings.
The board of directors established an Audit Committee by resolution dated
February 20, 1998. The Audit Committee consists of three members, Messrs. Cox,
Waltman and Sommer. The primary purposes of the Audit Committee will be (i) to
review the scope of the audit to be
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performed; (ii) to meet with the Company's independent certified public
accountants to review the results of the audit; (iii) to review with the
Company's independent certified public accountants the Company's internal
auditing proceedings and controls; (iv) to make recommendations regarding the
selection of the Company's independent certified public accountants; and (v) to
review the Company's quarterly financial statements prior to public issuance.
In the absence of a compensation, stock option or special committee
comprised of a majority of independent directors, the Audit Committee will
review any transaction of the Company in which a director or officer has a
material interest.
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, 1997 exceeded $100,000:
<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 1997 $110,400 $ -0- $ -0- -0- 5,500/0 $ -0- $ -0-
President, 1996 110,400 -0- -0- -0- 5,500/0 -0- -0-
Chief Executive 1995 110,400 -0- -0- -0- 0/0 -0- -0-
Officer
Richard I. Levin 1997 $118,260 $ -0- $ -0- -0- 0/0 $ -0- $ -0-
Vice President, 1996 118,260 -0- -0- -0- 0/0 -0- -0-
Medical Director 1995 117,885 -0- -0- -0- 70,000/0 -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
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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, 1997, there were options to purchase 7,667 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.
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, 1997, there were options to purchase 5,865 shares of
Common Stock available to be granted under the 1990 Plan.
In March 1997 the Company's Board of Directors adopted the Q-Med 1997
Equity Incentive Plan (the "1997 Plan"). The 1997 Plan was approved by the
Company's stockholders at the Company's Annual meeting in May, 1997. Pursuant to
the 1997 Plan eligible participants of the Company, its subsidiaries and
affiliates may receive, until July 31, 2007, stock options, stock appreciation
rights, restricted stock or deferred stock awards for up to 600,000 shares of
the Company's Common Stock. No grants pursuant to the 1997 Plan were made during
Fiscal 1997.
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, 1997:
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<TABLE>
<CAPTION>
% of Total
Options/SARs
Options/ Granted to
SARs Employees in Exercise or Base Expiration
Name Granted Fiscal Year Price Per Share Date
- ---- ------- ------ --------------- ------
<S> <C> <C> <C> <C>
Michael W. Cox 5500/0 7%/N/A $ 6.50 4/7/07
Richard I. Levin 5500/0 7%/N/A $ 6.50 4/7/07
</TABLE>
The following table sets 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, 1997 and options outstanding as of
such date:
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised in-the-Money
Shares Options Options
Acquired Exercisable/ Exercisable/
Name on Exercise Value Realized Unexercisable Unexercisable
- ---- ----------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
Michael W. Cox 10,000 $ 60,000 286,912/0 $1,204,707/0
Richard I. Levin 38,000 $249,000 281,412/0 $1,038,582/0
</TABLE>
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Board of Directors does not, during Fiscal 1997 have a compensation or
similar committee. Levels of compensation were set based upon the Company's long
standing pay policies with respect to executive officers.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the year ended November 30, 1997, the Company paid Sommer &
Schneider LLP an aggregate of $68,909.47 for legal services and expenses. Mr.
Sommer, a director of the Company is a partner in Sommer & Schneider LLP.
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 1997 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.
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COMPANY PERFORMANCE
The following graph shows a comparison of cumulative total returns on the
common stock of the Company from November, 1992 through November 30, 1997 with
the cumulative total return on the NASDAQ Stock Market - U.S. and the cumulative
total return on a group of NASDAQ Health Services Stocks (SIC Code 80) compiled
by the Center for Research in Security Prices at the University of Chicago (the
"Peer Group"). The Company did not pay any dividends during this period.
The graph assumes an investment of $100 in each of the Company, the NASDAQ
Stock Market - U.S. and the Peer Group on November 30, 1992. The comparison also
assumes that all dividends are reinvested.
- --------------------------------------------------------------------------------
GRAPHICAL REPRESENTATION OF DATA TABLE BELOW
COMPARISON OF CUMULATIVE TOTAL RETURNS
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
Nasdaq Market Index ........ 126 146 146 208 255
SIC Code Index ............. 118 132 151 180 185
Q-med, Inc. ................ 157 107 85 486 579
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
The comparisons in this table are required by the Securities and Exchange
Commission and are not intended to forecast or be indicative of possible future
performance of the Company's Common Stock. The stock price performance graph
shall not be deemed to be incorporated into any filing under the Securities Act
or the Exchange Act, notwithstanding any general statement contained in any such
filing incorporating this proxy statement by reference, except to the extent
that the Company specifically incorporates this information by reference.
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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 1998.
Amper, Politziner & Mattia audited the Company's financial statements as of and
for each of the years ended November 30, 1995, 1996 and 1997.
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.
ANNUAL REPORT
The Company's annual report for Fiscal 1997 is enclosed herewith.
A COPY OF THE COMPANY'S FORM 10-K 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: Investor Relations
STOCKHOLDER PROPOSALS
Proposals by Stockholders intended to be presented at the next annual
meeting to be held in 1999 must be received by the Secretary of the Company on
or before December 31, 1998 in order to be included in the proxy statement for
that meeting.
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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.
Herbert H. Sommer
Secretary
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[FRONT]
PROXY
Q-MED, INC.
100 METRO PARK SOUTH
LAURENCE HARBOR, NEW JERSEY 08878
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael W. Cox and Herbert H. Sommer 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 29, 1998, at the
annual meeting of stockholders to be held on June 2, 1998 or any adjournment
thereof.
<PAGE>
[BACK]
This 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 Proposal 1 through 3, inclusive.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
1. ELECTION OF DIRECTORS
NOMINEES: Michael W. Cox, Howard L. Waltman, Richard I. Levin, M.D., Robert A.
Burns and Herbert H. Sommer
FOR WITHHELD
all nominees from all nominees
FOR, except vote withheld from the following nominee(s):
2. To ratify the selection of Amper, Politziner & 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.
Please sign exactly as 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.
Signature Date
Signature Date
