SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
X Filed by the Registrant
___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 Sec. 240.14a-11(c) or Sec. 240.14a-12
IMMUCOR, INC. (Commission File No. 0-14820)
(Name of Registrant as Specified in Charter)
Richard J. Still,
Secretary
(770)441-2051
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
___$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
___$500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
___Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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 (note 1);
(4) Proposed maximum aggregate value of transaction;
Note 1 - Set forth the amount on which the filing fee is calculated and state
how it was determined.
X 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.
IMMUCOR, INC.
3130 Gateway Drive
P.O. Box 5625
Norcross, Georgia 30091-5625
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD DECEMBER 7, 1995.
Notice hereby is given that the 1995 Annual Meeting of Shareholders (the
"Meeting") of Immucor, Inc. will be held on Thursday, December 7, 1995, at
4:00 p.m., local time, at the Holiday Inn Select-Peachtree Corners, 6050
Peachtree Industrial Blvd. N, Norcross, Georgia 30071 for the following
purposes:
1. To elect eight members to the Board of Directors;
2. To amend the Company's Articles of Incorporation to increase the number
of authorized shares of Common Stock from 15,000,000 to 30,000,000; and
3. To transact such other business as properly may come before the Meeting or
any adjournment thereof.
Information relating to the above matters is set forth in the Proxy Statement
accompanying this Notice. Only shareholders of record at the close of
business on October 27, 1995, will be entitled to receive notice of and to
vote at the Meeting or at any adjournment thereof.
A Proxy Statement and a Proxy solicited by the Board of Directors are
enclosed herewith. Please sign, date and return the Proxy promptly in the
enclosed envelope. If you attend the Meeting, you may, if you wish, revoke
your Proxy and vote in person.
By Order of the Board of Directors,
RICHARD J. STILL
Secretary
Date: November 3, 1995
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY PROMPTLY SO THAT YOUR VOTE
MAY BE RECORDED AT THE MEETING IF YOU DO NOT ATTEND THE MEETING AND VOTE IN
PERSON.
IMMUCOR, INC.
3130 Gateway Drive
P.O. Box 5625
Norcross, GA 30091-5625
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD DECEMBER 7, 1995.
This Proxy Statement is furnished in connection with the solicitation of
Proxies by the Board of Directors of Immucor, Inc. ("Immucor" or the
"Company") for use at the Annual Meeting of Shareholders (the "Meeting") of
the Company to be held on Thursday, December 7, 1995, and at any adjournment
thereof, for the purposes set forth in the accompanying Notice of the Meeting.
The Annual Meeting will be held at 4:00 p.m., local time, at the Holiday Inn
Select-Peachtree Corners, 6050 Peachtree Industrial Blvd. N, Norcross, Georgia
30071. It is anticipated that this Proxy Statement and the accompanying Proxy
will be mailed to shareholders on or about November 3, 1995. A copy of the
Company's 1995 Annual Report is being mailed to the Company's shareholders
along with this Proxy Statement.
The record date for shareholders entitled to vote at the Meeting was Friday,
October 27, 1995. On that date, the Company had outstanding and eligible to
be voted 7,897,480 shares of Common Stock, $.10 par value ("Common Stock"),
with each share entitled to one vote. There are no cumulative voting
rights. The presence, in person or by proxy, of a majority of the shares of
Common Stock outstanding on the record date is necessary to constitute a
quorum at the Annual Meeting. Abstentions and broker nonvotes are counted
for purposes of determining the presence or absence of a quorum for the
transaction of business.
Any Proxy given pursuant to this solicitation may be revoked prior to the
Meeting by delivering an instrument revoking it, by delivering a duly
executed Proxy bearing a later date to the Secretary of the Company or by
voting in person at the Annual Meeting. If a Proxy is properly completed and
returned by the shareholder in time to be voted at the Annual Meeting and is
not revoked prior to the vote, it will be voted at the Meeting in the manner
specified therein. If the Proxy is returned but no choice is specified
therein, it will be voted "FOR" the election to the Board of Directors of all
the nominees listed below under "ELECTION OF DIRECTORS," (or any substitute
nominee designated by the Board), and "FOR" the Amendment to the Articles of
Incorporation.
ELECTION OF DIRECTORS
The number of directors has been set by the Board of Directors at eight.
The Board of Directors has nominated the eight persons listed below to serve
as directors until the next annual meeting after they are elected or until
their earlier death, resignation or removal from office. All of the nominees
are currently directors of the Company, except for Mr. Papesh. Messrs.
Gallup, Eatz, Still, De Chirico and Wilms are also the executive officers of
the Company. All executive officers serve at the pleasure of the Board of
Directors.
Directors are elected by a plurality of the votes cast by the holders of the
Company's Common Stock at a meeting at which a quorum is present. A
"plurality" means that the nominees who receive the largest number of votes
cast are elected as directors up to the maximum number of directors to be
chosen at the meeting. Shareholders may vote in favor of all nominees,
withhold their votes as to all nominees or withhold their votes as to
specific nominees. Because directors are elected by a plurality of the
votes cast, shares which are withheld from voting will not be counted and
will have no legal effect.
In the event that any person nominated for director by the Board of Directors
withdraws or for any reason is not able to serve as a director, the Proxy will
be voted for such other person, if any, as may be designated by the Board of
Directors as a substitute nominee, but in no event will the Proxy be voted
for more than eight nominees. The Board of Directors has no reason to
believe that any nominee will not serve if elected.
The nominees have supplied the Company with the following information
concerning their current age and positions with the Company or other
principal employment:
Director
Nominee Age Principal Occupation Since
Edward L. Gallup 56 Chairman of the Board of Directors, President 1982
and Chief Executive Officer of the Company
Ralph A. Eatz 51 Senior Vice President-Operations of the Company 1982
Richard J. Still 46 Senior Vice President-Finance, Treasurer and 1982
Secretary of the Company
Daniel T. McKeithan 71 Consultant to health care companies 1983
Didier L. Lanson 45 Vice President, Europe of SyStemix International 1989
Dr. Gioacchino De
Chirico 42 President of Immucor Italia S.r.l. 1994
Josef Wilms 58 President of Immucor GmbH 1990
G. Bruce Papesh 48 President, Dart, Papesh & Co. -
Edward L. Gallup has been Chairman of the Board of Directors, President and
Chief Executive Officer of the Company since its founding. Mr. Gallup has
worked in the blood banking business for over 31 years.
Ralph A. Eatz, who has been working in the blood banking reagent field for
over 27 years, has been a director and Vice President - Operations of the
Company since its founding, and Senior Vice President - Operations since
December 1988.
Richard J. Still has been a director of the Company since August 1982, Vice
President - Finance (August 1982 to November 1988) and now Senior Vice
President - Finance (since December 1988), and Secretary and Treasurer since
February 1983. He has worked in the blood banking reagent business for over
23 years.
Daniel T. McKeithan has been a director of the Company since February 28,
1983. Since 1986, he has served as a consultant to health care companies.
From April 1979 until March 1986 he was employed by Blood Systems, Inc., a
supplier of blood and blood products, as a general manager and as Executive
Vice President of Operations. Mr. McKeithan also has 29 years experience in
pharmaceutical and diagnostic products with Johnson and Johnson, Inc.,
including Vice President - Manufacturing of the Ortho Diagnostic Systems
division.
Didier L. Lanson has been a director of the Company since October 24, 1989.
Since September 1992, he has served as Vice President, Europe, of SyStemix
International, subsidiary of SyStemix, Inc., a publicly traded biotechnology
company primarily engaged in the development of cellular processes and
cellular products. He was an Administrator and the President and CEO of
Diagnostics Transfusion ("DT"), a French corporation which manufactures and
distributes reagent products, and President and CEO of ESPACE VIE, a French
corporation which develops and markets pharmaceutical blood based products
and biotech products, from 1987 until December 1991.
Dr. Gioacchino De Chirico has been President of Immucor Italia S.r.l. since
February 1994. From 1989 until 1994, he was employed in the United States
by Ortho Diagnostic Systems, Inc., a Johnson and Johnson Company, as General
Manager, Immunocytometry, with worldwide responsibility. From 1979 until
1989, he was with Ortho Diagnostic Systems, Inc., in Italy, where he began as
a sales representative and held several management positions, including
Product Manager and European Marketing Manager for Immunology and Infectious
Disease products. Immucor Italia S.r.l. was acquired by the Company on
September 30, 1991.
Josef Wilms is the founder and has been President since 1984 of Immucor
GmbH, a German distributor of HLA products, DNA probes and the Company's
blood bank products. Immucor GmbH was acquired by the Company on September
28, 1990.
G. Bruce Papesh is the co-founder of Dart, Papesh & Co., a Lansing, Michigan
based company that provides investment consulting and other financial
services. He has served as President of Dart, Papesh & Co. Inc., since 1987.
Mr. Papesh has over 25 years of experience in investment services while
serving in stock broker, consulting and executive management positions. He
provides investment services to Dart Container Corporation and its affiliates.
Mr. Papesh also serves as a Director and as Secretary of Neogen Corporation,
an agricultural, biotechnology company.
There are no family relationships among any of the directors or executive
officers of the Company.
For information concerning the number of shares of the Company's Common
Stock held by each nominee, see "PRINCIPAL HOLDERS OF VOTING SECURITIES"
below.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" ELECTION
OF EACH OF THE NOMINEES WHOSE NAMES APPEAR ABOVE AND PROXIES EXECUTED AND
RETURNED WILL BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE INDICATED
THEREON.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth as of October 27, 1995, the number of shares
of Common Stock of Immucor beneficially owned by each director of the
Company, and by each person known to the Company to own more than 5% of the
outstanding shares of Common Stock, and by all of the executive officers and
directors of the Company as a group.
Name of Beneficial Owner
(and address for those Shares Percent
owning more than five percent) Owned(1) of Class(1)
Edward L. Gallup 188,857(2) 2.4%
Ralph A. Eatz 277,526(2) 3.5%
Richard J. Still 129,250(2) 1.6%
Josef Wilms 333,000(3) 4.1%
Dr. Gioacchino De Chirico 0 *
Didier L. Lanson 3,750(4) *
Daniel T. McKeithan 49,687(5) *
G. Bruce Papesh 500(6) *
Dart Financial Corporation
500 Hogsback Road
Mason, Michigan 48854 472,675 6.0%
All directors and executive officers
as a group (eight persons) 982,070 11.6%
* less than 1%.
(1) Except as otherwise noted herein, percentages are determined on the basis
of 7,897,480 shares of Common Stock issued and outstanding plus securities
deemed outstanding pursuant to Rule 13-3(d)(1) of the Securities Exchange Act
of 1934, as amended. As a result, the percentage of shares of Common Stock
is calculated assuming that the beneficial owner has exercised any options
held by such beneficial owner that are currently exercisable, or exercisable
within 60 days of October 27, 1995, and that no other options have been
exercised by anyone else. Unless otherwise indicated, the Company believes
the beneficial owner has sole voting and investment power over such shares.
(2) Includes for each person an option to acquire 89,250 shares at an exercise
price of $9.33 (see 1990 Stock Option Plan).
(3) Includes warrants to purchase 243,750 shares of Common Stock at an
exercise price of $7.75, issued in connection with the acquisition of
Immucor GmbH. Also includes options to purchase 89,250 shares of Common
Stock at an exercise price of $9.33.
(4) Includes a currently exercisable option to acquire 3,750 shares at $5.40
per share.
(5) Includes currently exercisable options to acquire 3,750 shares at $3.00
per share, 3,750 shares at $5.40 per share.
(6) Includes 400 shares over which Mr. Papesh shares investment power in his
role as an investment advisor.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors conducts its business through meetings of the Board
and through committees established in accordance with the Company's Bylaws.
The Board of Directors has established an Audit Committee which has the
responsibility of reviewing the Company's financial statements with management
and the independent auditors prior to the publication of such statements and
determining that all audits and examinations required by law are performed.
Messrs. Still, McKeithan and Lanson are members of the Company's Audit
Committee. The Board of Directors has also established a Stock Option
Committee which has the authority to grant stock options to employees from
time to time, and to administer the Company's various stock plans. Messrs.
Gallup, Eatz, and Still are members of the Company's Stock Option Committee.
The Stock Option Committee may not grant options to any of the Company's
Executive Officers without the approval of the Compensation Committee. The
Compensation Committee established by the Board is responsible for setting
the annual compensation of the Company's five executive officers. Messrs.
Eatz, McKeithan and Lanson are members of the Compensation Committee. The
Board does not have a standing nominating committee.
The Board of Directors met five times, the Audit Committee met once, the
Compensation Committee met two times and the Stock Option Committee met four
times during the fiscal year ended May 31, 1995. Each Director attended at
least 75% of the total of all meetings of the Board of Directors and any
committee on which he served.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee has responsibility for determining the types and
amounts of executive compensation, including setting the number of stock
options that can be granted to executive officers as a group. The Stock
Option Committee determines the number of shares to be granted to individual
executive officers. Ralph A. Eatz has been a director and Vice President -
Operations of the Company since its founding, and Senior Vice President -
Operations since December 1988 and participates in decisions on executive
compensation. Neither Mr. McKeithan nor Mr. Lanson are, nor have they ever
been, officers or employees of the Company. Edward L. Gallup, Ralph A. Eatz,
and Richard J. Still are the founders of the Company, have been directors and
executive officers of the Company since its inception, and each of them
participates in decisions on all stock options granted.
EXECUTIVE COMPENSATION
The following table sets forth the compensation earned by the Company's Chief
Executive Officer and all of the Company's other executive officers for
services rendered in all capacities to the Company for the last three fiscal
years.
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards
Other
Annual Securities All Other
Name and Compensa- Underlying Compensa-
Principal Position Year Salary Bonus(1) tion(2) Options(3) tion (4)
Edward L. Gallup 1995 $170,180 $10,000 $28,778 60,000 $4,906
Chairman of the 1994 $165,220 $ - $26,931 - $4,617
Board, President 1993 $161,406 $ - $25,131 - $2,949
and Chief Executive Officer
Ralph A. Eatz 1995 $164,780 $10,000 $24,586 60,000 $4,911
Director and Senior 1994 $159,820 $ - $23,215 - $4,619
Vice President - 1993 $156,056 $ - $21,848 - $2,931
Operations
Richard J. Still 1995 $164,780 $10,000 $21,816 60,000 $4,808
Director, Senior 1994 $153,700 $ - $20,684 - $4,498
Vice President- 1993 $156,056 $ - $19,560 - $2,874
Finance, Treasurer and Secretary
Josef Wilms 1995 $192,714 $10,000 $18,709 60,000 -
President, Immucor 1994 $166,180 $ - $20,526 - -
GmbH and Director 1993 $174,377 $ - $24,069 - -
Dr. Gioacchino De 1995 $163,336 $10,000 $11,350 60,000 -
Chirico(5) President
Immucor Italia, S.r.l. and Director
(1) Represents for 1995 a bonus which was accrued for the year ended May 31,
1995, and was paid in August 1995.
(2) Includes the value of life insurance premiums and an allowance for
automobile expenditures for each of the above named executive officers as
follows: For 1995 - for Mr. Gallup, Eatz, Still, Wilms, and De Chirico,
life insurance premiums of $19,178, $14,986, $12,216, $2,009, and $1,750,
respectively, and an allowance for automobile expenditures for Mr. Gallup,
Eatz and Still of $9,600 each, for Mr. Wilms $16,700, and for Dr. De Chirico
$9,600. For 1994 - for Mr. Gallup, Eatz, Still and Wilms, life insurance
premiums of $17,331, $13,615, $11,084, and $1,782, respectively, and an
allowance for automobile expenditures for Mr. Gallup, Eatz and Still of
$9,600 each, and for Mr. Wilms $18,744. For 1993 - for Mr. Gallup, Eatz,
Still and Wilms, life insurance premiums of $15,531, $12,248, $9,960, and
$1,816, respectively, and an allowance for automobile expenditures for Mr.
Gallup, Eatz and Still of $9,600 each, and for Mr. Wilms $22,253.
(3) Represents options granted under the 1995 Stock Option Plan to purchase
shares of the Company's Common Stock at an exercise price of $6.00. 50% of
the options are exercisable beginning January 2, 1997, and 25% per year
thereafter.
(4) Represents amounts the Company contributed to the 401(k) retirement plan
on behalf of the named executive officers.
(5) Dr. De Chirico became an executive officer and director of the Company on
December 1, 1994.
Stock Options.
Options Granted. During the fiscal year ended May 31, 1995, stock options
were granted to the Company's directors and executive officers under the 1995
Stock Option Plan. No options were granted during the fiscal years ended
May 31, 1994 and 1993.
The table below sets forth the options granted during the fiscal year ended
May 31, 1995, to the executive officers listed in the Summary Compensation
Table.
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants Potential Realizable
Number of % of Total Value at Assumed
Securities Options Annual Rates of
Underlying Granted to Exercise Stock Price
Options Employees or Base Expira- Appreciation For
Granted in Fiscal Price tion Option Term
Name (#) Yr ($/share) Date 5% 10%
Edward L. Gallup 60,000(1) 8.9% $6.00 1/1/05 $226,400 $573,750
Ralph A. Eatz 60,000(1) 8.9% $6.00 1/1/05 $226,400 $573,750
Richard J. Still 60,000(1) 8.9% $6.00 1/1/05 $226,400 $573,750
Dr. Gioacchino De
Chirico 60,000(1) 8.9% $6.00 1/1/05 $226,400 $573,750
Josef Wilms 60,000(1) 8.9% $6.00 1/1/05 $226,400 $573,750
(1) Each of these options becomes 50% exercisable beginning January 2, 1997,
and 25% per year thereafter.
Option Holdings. The table below sets forth information concerning
unexercised options held as of the end of the fiscal year by each of the
Company's executive officers. No options were exercised by any of the
executive officers during the fiscal year ended May 31, 1995.
FISCAL YEAR-END OPTION VALUES
Number of Securities Value of
Underlying Unexercised Unexercised In-the-Money
Options at May 31, 1995 Options at May 31, 1995 (1)
Name Exercisable Unexercisable Exercisable Unexercisable
Edward L. Gallup 118,312 60,000 $142,005 $187,500
Ralph A. Eatz 118,312 60,000 142,005 187,500
Richard J. Still 104,250 60,000 55,875 187,500
Dr. Gioacchino De
Chirico 7,500 82,500 23,438 257,812
Josef Wilms 408,000 60,000 996,094 187,500
(1) Based on the difference between the exercise price and the closing price
for the Common Stock on May 31, 1995, of $9.125 as reported by the Nasdaq
Stock Market.
Employment Contracts, Termination of Employment and Change of Control
Arrangements
The Company has in effect employment agreements (the "Agreements") with
three of its executive officers: Edward L. Gallup, Ralph A. Eatz and Richard
J. Still (individually, "the Employee") entered into on January 1, 1986.
Each of the Agreements renews for a period of five years from each
anniversary date unless sooner terminated. If the Company terminates the
employment of the Employee "without cause", the Employee would receive his
base annual salary for the remainder of the five year period as renewed in a
single lump sum payment upon such termination. "Without cause" is defined
in the Agreements to include (i) the sale, exchange, or other disposition,
in one transaction, or in a series of related transactions, of 20% of the
Company's outstanding shares of capital stock (but not including a purchase
and sale of the Company's Common Stock by an underwriter in a public
offering), (ii) the sale of substantially all of the Company's assets to a
purchaser or a group of associated purchasers, whether in a single
transaction or a series of related transactions, (iii) under certain
circumstances, the merger or consolidation of the Company, or (iv) the
occurrence of any change in control of the Company within the meaning of the
federal securities laws. "Without cause" also includes the relocation of the
Employee without the Employee's consent.
Immucor GmbH has in effect an employment agreement with Josef Wilms
effective for an indefinite period and subject to termination by either
party at the end of each calendar half year upon six months prior notice. A
termination by Immucor GmbH requires a decision by the Company as its sole
shareholder. Mr. Wilms has agreed to refrain from competition with Immucor
GmbH for a period of two years following the termination of the agreement,
and Immucor GmbH must pay Mr. Wilms monthly installments of 1/16 of his
annual compensation for such forbearance. Immucor GmbH has the right to
release Mr. Wilms from his noncompetition obligations, in which case Mr.
Wilms would not be paid.
Certain of the Company's subsidiaries entered into agreements (collectively,
the "Agreement") with Dr. Gioacchino De Chirico on December 31, 1993. The
Agreement renews for a period of five years from each anniversary date unless
sooner terminated based upon sales performance of Immucor Italia. The Company
may only terminate the employment agreement "for cause", as defined in the
Agreement. If the Company terminates the employment of Dr. De Chirico
"without cause", Dr. De Chirico would receive his base annual salary for the
remainder of the five year period as renewed upon such termination. Dr. De
Chirico has agreed to refrain from competition with Immucor Italia, S.r.l.
following the termination of the Agreement for a period of two years if he
is terminated without cause, and for a period of four years if he is
terminated for cause or if he voluntarily terminates the Agreement.
Compensation Committee Report
Executive Officer Compensation
Daniel T. McKeithan, Didier L. Lanson and Ralph A. Eatz are the members of the
Compensation Committee of the Company's Board of Directors which was formed on
November 10, 1992. The Compensation Committee annually determines the salary,
incentive bonus, and other compensation to be provided to the Company's five
executive officers. The Committee believes the Board must act on the
shareholders' behalf when establishing executive compensation programs, and
the Committee has developed a compensation policy which is designed to
attract and retain qualified key executive officers critical to the Company's
overall long-term success. As a result the Committee develops a base salary,
bonus incentive, and other long-term incentive compensation plan for its
executive officers.
Base Salary. The base salaries for the executive officers are governed by
the terms of their employment agreements. See "Employment Contracts,
Termination of Employment and Change of Control Arrangements" above. The
employment agreements contain the general terms of each officer's
employment and establish the minimum compensation that such officers are
entitled to receive, but do not prohibit, limit or restrict these officers'
ability to receive additional compensation from the Company, whether in the
form of base salary, bonus, stock options or otherwise. In determining
whether the base salaries of the executive officers should be increased, the
Committee considers numerous factors including the qualifications of the
executive officer and the amount of relevant individual experience the
executive officer brings to the Company, the financial condition and results
of operations of the Company, and the compensation necessary to attract and
retain qualified management.
In December 1992, the Compensation Committee met and awarded a five percent
(5%) increase in the base salaries of the executive officers (for the 1993
calendar year). In July 1993, the Company announced a temporary salary
freeze at current levels for non-executive employees of the Company. As
a result, the Compensation Committee met again in December 1993 and did not
increase the executive officers' base salaries. The temporary salary freeze
was lifted in April 1994, and the Compensation Committee awarded four percent
(4%) increases in the base salaries of the executive officers in August 1994
and in August 1995.
Incentive Bonus. Each year the Compensation Committee recommends to the
Board of Directors an incentive cash bonus pool to be paid to the Company's
executive officers, as well as all other managers within the Company, based
upon the Company's operating results. The amount of the bonus pool varies
from year to year at the discretion of the Compensation Committee. In 1995
the amount of the bonus pool available to the Company's executive officers
and managers was 2.5% of consolidated operating income (before the bonus
expense) and was payable if the Company attained a 9% increase in income
from operations, as adjusted, over the previous year. The Company's
executive officers could not receive more than 40% of the total bonus pool.
Income from operations is adjusted by adding back instrument research and
development spending and prior year restructuring and other non-recurring
charges. If the 9% goal is exceeded, for each one percent increase in
operating income above the goal, the bonus pool will be increased by 0.1%.
In 1995, consolidated operating income, as adjusted, exceeded the prior year
by 12.8%. Therefore, the goal was met and exceeded, and a bonus pool of
$143,000 was allocated among the Company's executive officers and managers.
No bonuses were paid in 1994 or 1993. The Company anticipates that a bonus
pool will be recommended in the future.
Long-Term Incentives. The Company's stock option program is the Company's
primary long term incentive plan for executive officers and other key
employees. The Compensation Committee reviews the financial performance of
the Company, such as increases in income from operations and earnings per
share, in determining whether options should be granted, the number of
options to be granted, and the number of options that can be granted to
executive officers as a group. The Stock Option Committee then determines
the number of shares to be granted to individual executive officers. In
this way the long-term compensation of executive officers and other key
employees are aligned with the interests of the Company's shareholders. As
a result each key individual is provided a significant incentive to effect the
Company's performance from the perspective of an owner of the business with an
equity stake. The number of shares subject to each option grant is based upon
the executive officer's tenure, level of responsibilities and position within
the Company. Stock options are granted at market price and will only
increase in value if the Company's stock price increases. In addition, all
stock option grants require various periods of minimum employment beyond the
date of the grant in order to exercise the option. During 1995, the Company
implemented the 1995 Stock Option Plan, a broad based plan, and issued
options to executive officers and other key employees. See "Options Granted"
above.
Chief Executive Officer Compensation
No statistical criteria were used to establish the compensation of Mr.
Gallup, but rather his base salary, stock options and portion of the bonus
pool were subjectively determined taking into account he was one of the
founders of the Company, has been Chairman of the Board of Directors,
President and Chief Executive Officer of the Company since 1983, and has
worked in the blood banking business for over 30 years. During 1995, the
Stock Option Committee determined to grant each executive officer of the
Company an equal number of stock options. In addition, the Compensation
Committee subjectively decided to award each executive officer an equal
bonus from the bonus pool. The amount of the bonus pool for 1995 was
determined as discussed above. The Compensation Committee believes the bonus
paid and the options granted to Mr. Gallup will help align his interests with
those of the Company and its shareholders. No bonus was earned by, or
options granted to, Mr. Gallup in 1993 or 1994.
Section 162(m) of the Internal Revenue Code
Section 162(m) of the Internal Revenue Code limits, with certain exceptions,
the Company's corporate tax deduction for compensation paid to certain officers
of the Company to no more than $1,000,000 per executive per year. Given the
current level of compensation paid to the executive officers of the Company,
the Company has not needed to address Section 162(m).
Compensation Committee Members Stock Option Committee Members
Daniel T. McKeithan Edward L. Gallup
Didier L. Lanson Ralph A. Eatz
Ralph A. Eatz Richard J. Still
Performance Graph
The following performance graph compares the cumulative total shareholder
return on an investment of $100 in the Common Stock of the Company for the
last five fiscal years with the total return of the S & P 500 and a Peer
Group Index for the Company's last five fiscal years. There is only one
other public company engaged in the blood bank reagent business that is not
a division of a larger publicly-held company. For this reason the Peer
Group Index is Gamma Biologicals, Inc.
5 YEAR CUMULATIVE TOTAL RETURN SUMMARY*
STARTING
BASIS
DESCRIPTION 1990 1991 1992 1993 1994 1995
IMMUCOR INC. (%) 109.74 -40.91 -38.46 -16.67 82.50
IMMUCOR INC. ($) $100.00 $209.74 $123.94 $76.27 $63.56 $115.99
S & P (%) 11.79 9.85 11.61 4.26 20.19
S & P ($) $100.00 $111.79 $122.81 $137.06 $142.90 $171.75
PEER GROUP ONLY (%) 16.67 53.57 -36.06 98.11 -31.89
PEER GROUP ONLY ($) $100.00 $116.67 $179.17 $114.57 $226.96 $154.58
PEERS & YOUR COMPANY (%) 91.82 -30.19 -37.88 12.95 31.40
PEERS & YOUR COMPANY ($)$100.00 $191.82 $133.91 $83.19 $93.97 $123.47
ASSUMES INITIAL INVESTMTNE OF $100.O0 ON JUNE 1, 1990
*TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS
NOTE: TOTAL RETURNS BASED ON MARKET CAPITALIZATION
Compensation of Directors
Members of the Board of Directors, who are not also executive officers of
the Company, receive $500.00 per meeting and are reimbursed for all travel
expenses to and from meetings of the Board. During the year ended May 31,
1995, the members of the Board of Directors were granted options to purchase
the Company's Common Stock under the 1995 Stock Option Plan.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 and regulations of the
Securities and Exchange Commission thereunder require the Company's executive
officers and directors and persons who own more than ten percent of the
Company's Common Stock, as well as certain affiliates of such persons, to
file initial reports of ownership and changes in ownership with the Securities
and Exchange Commission. Executive officers, directors and persons owning
more than ten percent of the Company's Common Stock are required by
Securities and Exchange Commission regulation to furnish the Company with
copies of all Section 16(a) forms they file. During the fiscal year ended
May 31, 1995, the following executive officers and directors inadvertently
failed to file on a timely basis Form 4, Statement of Changes in Beneficial
Ownership, to report the grant of options to buy the Company's Common Stock
under the 1995 Stock Option Plan: Edward L. Gallup, Richard J. Still, Ralph
A. Eatz, Daniel T. McKeithan, Didier L. Lanson, Dr. Gioacchino De Chirico,
and Josef Wilms. Form 5, Annual Statement of Changes in Beneficial
Ownership, was filed for each of these individuals to report the grant of
options.
AMENDMENT TO THE ARTICLES OF INCORPORATION
The Company is currently authorized to issue 15,000,000 shares of common
stock, $.10 par value per share, all of which are already either issued or
reserved for issuance. As of October 27, 1995, 7,897,480 shares of Common
Stock were issued and outstanding, and 2,458,035 shares were reserved for
issuance under the Company's stock option plans (the "Stock Option Plans")
and under certain warrants (the "Warrants") issued in connection with
previous business acquisitions. The remaining 4,644,485 authorized shares
are reserved for issuance under the Company's Shareholders' Rights Plan (the
"Rights Plan"), which provides that 7,897,480 additional shares may be issued,
if available.
On September 15, 1995, the Company's Board of Directors determined that it
was in the best interest of the Company and its shareholders for the Company
to have additional shares of Common Stock available for issuance. It
therefore unanimously proposed to the Company's shareholders an amendment to
the Company's Articles of Incorporation to increase the number of authorized
shares of Common Stock from 15,000,000 to 30,000,000 (the "Amendment"). The
Amendment is designed to provide the Company with 15,000,000 additional
shares of Common Stock which would be available for future issuances pursuant
to the Rights Plan, stock splits, additional offerings, employee benefit
programs, acquisitions and for other proper corporate purposes. Pursuant to
the Amendment, the first sentence of Article 5 of the Articles of
Incorporation would read:
The corporation shall have authority, exercisable by its Board of
Directors, to issue not more than 30,000,000 shares of common voting
stock of $.10 par value per share (the "Common Stock").
If the Amendment is approved by the shareholders, the Board of Directors will
be able to approve the issuance of these additional shares when needed without
additional shareholder approval, thereby avoiding the expense and delay of a
shareholders meeting, unless such approval is otherwise required under
applicable law. Except in connection with the Stock Options Plans, the
Warrants and the Rights Plan, the Company currently has no arrangements or
understandings for the issuance of additional shares of Common Stock. As
set forth in the Articles of Incorporation, no holder of Common Stock has any
preemptive rights with respect to the Common Stock.
The issuance of these additional shares could dilute the ownership or voting
power of a person seeking control of the Company, thereby deterring or
rendering more difficult a merger, tender offer, proxy contest or an
extraordinary corporate transaction opposed by the Company's Board of
Directors. In fact, the mere existence of such a block of authorized but
unissued shares, and the Board's ability to issue such shares without
shareholder approval, might deter a bidder from seeking to acquire shares of
the Company on an unfriendly basis. While the authorization of additional
shares of Common Stock might have such effects, the Board of Directors does
not intend or view the proposed increase in authorized Common Stock as an
antitakeover measure, nor is the Company aware of any proposed transactions
of this type.
The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock is required to adopt the Amendment. Therefore, abstentions
and broker nonvotes will have the same effect as votes against the adoption
of the Amendment. If adopted, the Amendment will take effect upon the
filing of Articles of Amendment with the Secretary of State of Georgia.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ABOVE
DESCRIBED AMENDMENT TO THE ARTICLES OF INCORPORATION.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Deloitte & Touche LLP, Atlanta, Georgia, acted as the Company's independent
certified public accountants for the fiscal year ended May 31, 1995.
Representatives of Deloitte & Touche LLP are expected to be present at the
Meeting and will have the opportunity to make a statement if they desire to
do so and to respond to appropriate questions.
The Company has not yet selected anyone to act as the Company's independent
certified public accountants for its fiscal year ending May 31, 1996. The
Board makes such a selection annually at an Audit Committee meeting at the
end of the calendar year.
MISCELLANEOUS
The expenses of this solicitation, including the cost of preparing and
mailing this Proxy Statement, will be paid by the Company. Copies of
solicitation material may be furnished to banks, brokerage houses and other
custodians, nominees and fiduciaries for forwarding to the beneficial owners
of shares of the Company's Common Stock, and normal handling charges may be
paid for such forwarding service. In addition to solicitations by mail,
directors and regular employees of the Company may solicit Proxies in
person or by telephone, telegraph or otherwise.
The Company will furnish without charge a copy of its Annual Report on Form
10-K filed with the Securities and Exchange Commission for the fiscal year
ended May 31, 1995, including financial statements and schedules thereto, to
any record or beneficial owner of its Common Stock as of October 27, 1995,
who requests a copy of such report. Any request for the Form 10-K should be
in writing addressed to: Richard J. Still, Senior Vice President - Finance,
Secretary and Treasurer, Immucor, Inc., 3130 Gateway Drive, PO Box 5625,
Norcross, GA 30091-5625. If the person requesting the Form 10-K was not a
shareholder of record on October 27, 1995, the request must include a
representation that such person was a beneficial owner of Common Stock of the
Company on that date. A copy of any exhibits to the Form 10-K will be
furnished on request and upon the payment of the Company's expenses in
furnishing such exhibits.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Company's 1996
annual meeting must be received by the Company no later than July 6, 1996,
in order to be considered for inclusion in the Company's Proxy Statement and
form of Proxy for that meeting.
OTHER MATTERS WHICH MAY COME BEFORE THE MEETING
The Board of Directors knows of no matters other than those stated above
which are to be brought before the Meeting. However, if any other matter
should be presented for consideration and voting, it is the intention of the
persons named in the enclosed form of Proxy to vote the Proxy in accordance
with their judgment on such matter.
By Order of the Board of Directors
RICHARD J. STILL
Secretary
November 3, 1995
IMMUCOR, INC. PROXY CARD
This proxy is solicited by the Directors of Immucor, Inc. for the Annual
Meeting of Shareholders to be held on Thursday, December 7, 1995.
The undersigned hereby appoints Edward L. Gallup and Richard J. Still, or
either of them, with individual power of substitution, proxies to vote all
shares of Common Stock of Immucor, Inc. which the undersigned may be entitled
to vote at the Annual Meeting of Shareholders to be held on Thursday,
December 7, 1995, and at all adjournments thereof, on the following matters,
in the following manner:
1. Election of Directors
____FOR all nominees listed below ____WITHHOLD AUTHORITY
(except as marked to the contrary below) as to all nominees listed below
Edward L. Gallup, Ralph A. Eatz, Richard J. Still, Daniel T. McKeithan,
Didier L. Lanson, Dr. Gioacchino De Chirico, Josef Wilms, G. Bruce Papesh
(Instruction: to withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.)
2. Amendment to the Articles of Incorporation to increase the number of
authorized shares of Common Stock, par value $.10 per share, from 15,000,000
to 30,000,000.
____FOR ____AGAINST ____ABSTAIN
3. In accordance with their judgment upon such other matters as may properly
come before the Meeting.
IF NO PREFERENCE IS INDICATED, THIS PROXY WILL BE VOTED "FOR" ALL OF THE
NOMINEES AND "FOR" THE AMENDMENT TO THE ARTICLES OF INCORPORATION.
__________________________________
Signature of Shareholder
__________________________________
Signature of Shareholder
Dated:_____________________, 1995
BE SURE TO DATE THIS PROXY
Important: Please sign this Proxy exactly as your name or
names appear hereon. If shares are held by more than one owner,
each must sign. Executors, administrators, trustees, guardians,
and others signing in a representative capacity should give their
full titles.
