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 0-111;
(4) Proposed maximum aggregate value of transaction.
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
____ 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 5, 1996.
Notice hereby is given that the 1996 Annual Meeting of Shareholders (the
"Meeting") of Immucor, Inc. will be held on Thursday, December 5, 1996, at
4:00 p.m., local time, at the Holiday Inn Select-Peachtree Corners, 6050
Peachtree Industrial Blvd., Norcross, Georgia 30071 for the following
purposes:
1. To elect eight members to the Board of Directors; and
2. 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 25, 1996, 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 1, 1996
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 5, 1996.
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 5, 1996, 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., Norcross, Georgia
30071. It is anticipated that this Proxy Statement and the accompanying Proxy
will be mailed to shareholders on or about November 1, 1996. A copy of the
Company's 1996 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 25, 1996. On that date, the Company had outstanding and eligible to
be voted 8,055,077 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).
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. 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 57 Chairman of the Board of Directors, President 1982
and Chief Executive Officer of the Company
Ralph A. Eatz 52 Senior Vice President-Operations of the Company 1982
Richard J. Still 47 Senior Vice President - Finance, Treasurer and 1982
Secretary of the Company
Daniel T. McKeithan 72 Consultant to health care companies 1983
Didier L. Lanson 46 Vice President, Europe of SyStemix International 1989
Dr. Gioacchino De
Chirico 43 President of Immucor Italia S.r.l. 1994
Josef Wilms 59 President of Immucor GmbH 1990
G. Bruce Papesh 49 President, Dart, Papesh & Co. 1995
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 32 years.
Ralph A. Eatz, who has been working in the blood banking reagent field for
over 28 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 24 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 30 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 26 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 25, 1996, 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 201,857(2) 2.5%
Ralph A. Eatz 277,526(2) 3.4%
Richard J. Still 129,250(2) 1.6%
Josef Wilms 233,000(3) 2.8%
Dr. Gioacchino De Chirico 0 *
Didier L. Lanson 3,750(4) *
Daniel T. McKeithan 48,778(4) *
G. Bruce Papesh 500(5) *
Dart Financial Corporation
500 Hogsback Road
Mason, Michigan 48854 472,675 5.9%
All directors and executive officers
as a group (eight persons) 878,820 10.5%
* less than 1%.
(1) Except as otherwise noted herein, percentages are determined on the basis of
8,055,077 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 25, 1996, 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 143,750 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 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 and the Compensation
Committee met once, and the Stock Option Committee met six times during the
fiscal year ended May 31, 1996. 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 Securities All Other
Name and Annual Underlying Compensa-
Principal Position Year Salary Bonus(1) Compensation(2) Options(3) tion (4)
Edward L. Gallup 1996 $176,587 $ - $31,633 - $4,945
Chairman of the 1995 $170,180 $10,000 $28,778 60,000 $4,906
Board, President 1994 $165,220 $ - $26,931 - $4,617
and Chief Executive
Officer
Ralph A. Eatz 1996 $170,913 $ - $26,738 - $4,975
Director and 1995 $164,780 $10,000 $24,586 60,000 $4,911
Senior Vice 1994 $159,820 $ - $23,215 - $4,619
President-Operations
Richard J. Still 1996 $170,981 $ - $23,058 - $5,038
Director, Senior 1995 $164,780 $10,000 $21,816 60,000 $4,808
Vice President- 1994 $153,700 $ - $20,684 - $4,498
Finance, Treasurer
and Secretary
Josef Wilms 1996 $202,131 $ - $17,663 - -
President, Immucor1995 $192,714 $10,000 $18,709 60,000 -
GmbH and Director 1994 $166,180 $ - $20,526 - -
Dr. Gioacchino De 1996 $180,073 $ - $11,731 - -
Chirico (5) 1995 $163,336 $10,000 $11,350 60,000 -
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 1996 - for Mr. Gallup, Eatz, Still, Wilms, and De Chirico,
life insurance premiums of $22,033, $17,138, $13,458, $2,059 and $2,131,
respectively, and an allowance for automobile expenditures for Mr. Gallup,
Eatz, and Still of $9,600 each, for Mr. Wilms $15,604, and for Dr. De
Chirico $9,600. 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.
(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. No options were granted during the fiscal year ended May
31, 1996.
Option Holdings
The table below summarizes options exercised during fiscal 1996 and presents
the value of unexercised options held as of the end of the fiscal year by
each of the Company's executive officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
Number of
Securities Value of
Underlying Unexercised
Shares Unexercised In-the-Money
Acquired Options at Options at
on Exercise Value May 31, 1996 May 31, 1996(1)
(#) Realized E U E U
Edward L. Gallup 29,062 $295,307 89,250 60,000 $249,454 $367,500
Ralph A. Eatz 29,062 295,307 89,250 60,000 249,454 367,500
Richard J. Still 15,000 135,000 89,250 60,000 249,454 367,500
Dr. Gioacchino
De Chirico 15,000 125,375 - 75,000 - 459,375
Josef Wilms 175,000 1,081,092 233,000 60,000 878,360 367,500
E - Exercisable
U - Unexercisable
(1) Based on the difference between the exercise price and the closing
price for the Common Stock on May 31, 1996, of $12.125 as reported by NASDAQ.
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.
The Compensation Committee awarded four percent (4%) increases in the base
salaries of the executive officers in August 1994, August 1995 and August
1996.
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 1996. 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.
No options were issued in 1994 or 1996.
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 1994 or 1996.
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 $100 in the Common Stock of the Company for the
last five fiscal years with the total return of the S & P 500 and a Peer
Group Index for the Company's last five fiscal years. There is only one
other public company engaged in the blood bank reagent business that is not
a division of a larger publicly-held company. For this reason the Peer
Group Index is Gamma Biologicals, Inc.
5 YEAR CUMULATIVE TOTAL RETURN SUMMARY*
Starting
Basis
DESCRIPTION 1991 1992 1993 1994 1995 1996
IMMUCOR, INC. (%) -40.91 -38.46 -16.67 82.50 32.88
IMMUCOR, INC. ($) $100.00 $59.09 $36.36 $30.30 $55.30 $73.48
S & P (%) 9.85 11.61 4.26 20.19 28.44
S & P ($) $100.00 $109.85 $122.61 $127.83 $153.64 $197.33
PEER GROUP ONLY (%) 53.57 -36.06 98.11 -31.89 -4.80
PEER GROUP ONLY ($) $100.00 $153.57 $98.20 $194.54 $132.50 $126.14
PEERS & YOUR COMPANY (%) -30.19 -37.87 12.95 31.40 24.39
PEERS & YOUR COMPANY ($) $100.00 $69.81 $43.37 $48.99 $64.37 $80.07
ASSUMES INITIAL INVESTMENT OF $100.00 ON JUNE 1, 1991
*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 per meeting and are reimbursed for all travel expenses
to and from meetings of the Board.
Section 16(a) Beneficial Ownership Reporting Compliance
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. Based solely on its review of the copies of
such forms received by it and written representations that no other reports
were required for those persons, the Company believes that, during the fiscal
year ended May 31, 1996, all filing requirements applicable to its executive
officers, directors, and owners of more than ten percent of the Company's
Common Stock were complied with, except for Mr. Papesh who was late filing
his initial statement of ownership.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Ernst & Young LLP, Atlanta, Georgia, acted as the Company's independent
certified public accountants for the fiscal year ended May 31, 1996.
Representatives of Ernst & Young 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.
On May 7, 1996, the Company dismissed Deloitte & Touche LLP as its independent
accountant upon the recommendation of the Company's Audit Committee and the
approval of the Company's Board of Directors.
Deloitte & Touche LLP's reports on the Company's consolidated balance sheet as
of May 31, 1995, and the related consolidated statements of operations,
shareholders' equity, and cash flows for each of the two years in the period
ended May 31, 1995 did not contain any adverse opinion or any disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope or
accounting principles.
During the two most recent fiscal years and the subsequent interim period
preceding Deloitte & Touche LLP's dismissal, there were no disagreements
between the Company and Deloitte & Touche LLP on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure which, if not resolved to the satisfaction of Deloitte & Touche
LLP, would have caused Deloitte & Touche LLP to make a reference to the
subject matter of such disagreement in connection with its reports.
On May 14, 1996, the Company filed Form 8-K with the Securities and Exchange
Commission indicating that the firm of Ernst & Young LLP had been engaged as
its new independent accountant to audit the Company's financial statements.
The Company has not yet selected anyone to act as the Company's independent
certified public accountants for its fiscal year ending May 31, 1997. 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, 1996, including financial statements and schedules thereto,
to any record or beneficial owner of its Common Stock as of October 25, 1996,
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 25, 1996, 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 1997
annual meeting must be received by the Company no later than July 4, 1997,
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 1, 1996
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 5, 1996.
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 5, 1996, and at all adjournments thereof, on the matters specified
on the reverse, in the manner specified on the reverse.
IF NO PREFERENCE IS INDICATED, THIS PROXY WILL BE VOTED "FOR" ALL OF THE
NOMINEES.
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.
HAS YOUR ADDRESS CHANGED?
___________________________
___________________________
__________________________
IMMUCOR, INC.
RECORD DATE SHARES:
1. Election of Directors:
____ For
____Withhold
____For All Except
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 nominee, mark the "For
All Except" box and strike a line through the nominee's name in the list
provided above.)
2. In accordance with their judgment upon such other matters as may properly
come before the Meeting.
Please be sure to sign and date this Proxy. Date ________________, 1996
________________________ __________________________
Shareholder sign here Co-owner sign here
Mark box at right if address change has been noted on the reverse side of the
card. ____________
DETACH CARD
IMMUCOR, INC.
Dear Shareholder:
Please take note of the important information enclosed with this Proxy Card.
There are a number of issues related to the management and operation of your
Company that require your immediate attention and approval. These are
discussed in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to
vote your shares.
Please mark the boxes on the proxy card to indicate how your shares should be
voted. Then sign and date the card,detach it and return your proxy vote in
the enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Shareholders,
December 5, 1996.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Immucor, Inc.
