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 ___ 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 Rule 14a-11(c) or Rule 14a-12
IMMUCOR, INC. (Commission File No. 0-14820)
(Name of Registrant as Specified in Its Charter)
Richard J. Still,
Secretary
(770)441-2051
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required.
___ Fee computed on table below per Exchange Act Rules 14a-6 (i) (1) and 0-11.
(1) Title of each class of securities to which transaction applies;
(2) Aggregate number of securities to which transaction applies;
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined);
(4) Proposed maximum aggregate value of transaction;
(5) Total fee paid.
___ Fee paid previously with preliminary materials.
___ Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a) (2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number or the form or schedule and the date of its filing.
(1) Amount previously paid;
(2) Form, Schedule or Registration Statement No.;
(3) Filing Party;
(4) Date Filed.
IMMUCOR, INC.
3130 Gateway Drive
P.O. Box 5625
Norcross, Georgia 30091-5625
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
DECEMBER 11, 1997.
Notice hereby is given that the 1997 Annual Meeting of Shareholders (the
"Meeting") of Immucor, Inc. will be held on Thursday, December 11, 1997, 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 seven 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 31, 1997, 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 7, 1997
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 11, 1997.
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 11, 1997, 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 7, 1997. A copy of the Company's 1997 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 31, 1997. On that date, the Company had outstanding and eligible
to be voted 8,110,671 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 seven.
The Board of Directors has nominated the seven 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, and De Chirico 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 seven 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 58 Chairman of the Board of Directors, 1982
President and Chief Executive Officer of the Company
Ralph A. Eatz 53 Senior Vice President - 1982
Operations of the Company
Richard J. Still 48 Senior Vice President - 1982
Finance, Treasurer and Secretary of the Company
Daniel T.
McKeithan 73 Consultant to health care companies 1983
Didier L. Lanson 47 Vice President, SyStemix, Inc., 1989
A Novartis Company
Dr. Gioacchino
De Chirico 44 President of Immucor Italia S.r.l. 1994
G. Bruce Papesh 50 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 33 years.
Ralph A. Eatz, who has been working in the blood banking reagent field for
over 29 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 25 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 recently acquired by Novartis Biotech Holding Corporation, a wholly
owned subsidiary of Novartis Inc., and 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.
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 27 years of experience in investment services
while serving in stock broker, consulting and executive management
positions. He provides investment services to Kenneth B. Dart and Robert C.
Dart and their 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 31, 1997, 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 231,357(2) 2.8%
Ralph A. Eatz 307,526(2) 3.7%
Richard J. Still 159,250(2) 1.9%
Dr. Gioacchino De Chirico 37,500(3) *
Didier L. Lanson 8,750(4) *
Daniel T. McKeithan 53,778(4) *
G. Bruce Papesh 500(5) *
Kenneth B. Dart
P.O. Box 31300-SMB
Grand Cayman, Cayman Islands, BWI 472,675(6) 5.8%
All directors and executive officers
as a group (seven persons) 798,661 8.9%
* less than 1%.
(1) Except as otherwise noted herein, percentages are determined on the
basis of 8,110,671 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 31, 1997, 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 and an option to acquire 30,000 shares at an
exercise price of $6.00.
(3) Includes a currently exercisable option to acquire 7,500 shares of
Common Stock at an exercise price of $6.00 and an option to acquire 30,000
shares of Common Stock at an exercise price of $6.00.
(4) Includes a currently exercisable option to acquire 3,750 shares at $5.40
per share and a currently exercisable option to acquire 5,000 shares at
$6.00 per share.
(5) Includes 400 shares over which Mr. Papesh shares investment power in his
role as an investment advisor.
(6) Pursuant to SEC Form 13D/A filed on December 19, 1996 (filed on May 15,
1997 electronically), 236,338 shares (2.91%) were owned by Kenneth B. Dart,
P.O. Box 31300-SMB, Grand Cayman, Cayman Islands, BWI, and 236,337 shares
(2.91%) were owned by Robert C. Dart, c/o Dart Management Limited, P.O. Box
31363-SMB, Grand Cayman, Cayman Islands, BWI. All such shares (472,675
total, or 5.8%) are deemed under common control of Kenneth B. Dart as a
result of an oral understanding by and between Kenneth B. Dart and Robert C.
Dart.
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, Lanson, and Papesh 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 four
executive officers. Messrs. Eatz, McKeithan, Lanson, and Papesh 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 Compen-
sation Committee met once, and the Stock Option Committee met four times
during the fiscal year ended May 31, 1997. 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, Mr. Lanson nor Mr. Papesh 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
Securities All Other
Name and Other Annual Underlying Compensa-
Principal Position Year Salary Bonus(1) Compensation(2) Options(3) tion (4)
Edward L. Gallup 1997 $183,993 $ - $33,415 - $4,812
Chrmn of Board, 1996 $176,587 $ - $31,633 - $4,945
President & Chief 1995 $170,180 $10,000 $28,778 60,000 $4,906
Exec. Officer
Ralph A. Eatz 1997 $178,593 $ - $28,108 - $4,782
Director & Sr.V.P 1996 $170,913 $ - $26,738 - $4,975
- Operations 1995 $164,780 $10,000 $24,586 60,000 $4,911
Richard J. Still 1997 $178,593 $ - $24,639 - $4,778
Director, Sr. V.P. 1996 $170,981 $ - $23,058 - $5,038
Fin., Treas. & Sec 1995 $164,780 $10,000 $21,816 60,000 $4,808
Josef Wilms (5) 1997 $193,548 $ - $16,093 - -
Pres.,Immucor GmbH 1996 $202,131 $ - $17,663 - -
1995 $192,714 $10,000 $18,709 60,000 -
Dr. Gioacchino (6) 1997 $177,188 $ - $13,021 - -
De Chirico Pres. 1996 $180,073 $ - $11,731 - -
Immucor Italia & 1995 $163,336 $10,000 $11,350 60,000 -
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 auto-
mobile expenditures for each of the above named executive officers as
follows: For 1997 - for Mr. Gallup, Eatz, Still, Wilms, and De Chirico,
life insurance premiums of $23,815, $18,508, $15,039, $1,898 and $3,421,
respectively, and an allowance for automobile expenditures for Mr. Gallup,
Eatz, and Still of $9,600 each, for Mr. Wilms $14,195, and for
Dr. De Chirico $9,600. 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, and for Mr. Wilms $16,700, and
for Dr. De Chirico $9,600.
(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) Mr. Wilms resigned as President of Immucor GmbH in July 1997.
(6) 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, 1997.
Option Holdings
The table below presents the value of unexercised options held as of the
end of the fiscal year by each of the Company's executive officers.
FISCAL YEAR-END OPTION VALUES
Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-the-Money Options at
May 31, 1997 May 31, 1997(1)
Exercisable Unexercisable Exercisable Unexercisable
Edward L. Gallup 119,250 30,000 $86,250 $86,250
Ralph A. Eatz 119,250 30,000 86,250 86,250
Richard J. Still 119,250 30,000 86,250 86,250
Dr. Gioacchino 37,500 37,500 118,594 97,031
De Chirico
Josef Wilms (2) 263,000 30,000 247,969 86,250
(1) Based on the difference between the exercise price and the closing
price for the Common Stock on May 31, 1997, of $8.875 as reported by NASDAQ.
(2) Includes warrants to purchase 143,750 shares of Common Stock at an
exercise price of $7.75, issued in connection with the acquisition of GmbH.
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 trans-
action or a series of related transactions, (iii) under certain circum-
stances, 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 had in effect an employment agreement with Josef Wilms,
prior to his resignation, 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. This Agreement was canceled upon Mr. Wilms'
resignation on July 25, 1997. In connection with Mr. Wilms' resignation,
the Company and Mr. Wilms entered into a Consulting Agreement dated as
of July 26, 1997, pursuant to which Mr. Wilms agreed to provide consulting
services to the Company related to the domestic and international sales and
marketing of products by the Company and Immucor GmbH. Under the Consulting
Agreement, Mr. Wilms will remain a Managing Director of Immucor GmbH, with
limited authority, during the term of the agreement. For these services,
Mr. Wilms will be paid consulting fees of DM 27.000 (approximately U.S.
$15,415) per month. With respect to these fees, the Company will retain
DM 10.000 (approximately U.S. $5,710) each month and apply it to Mr. Wilms'
debts to the Company. See "Certain Relationships and Related Transactions."
The initial term of this agreement was until October 31, 1997, but the
Company has extended its term until December 31, 1997. Under the Consulting
Agreement, Mr. Wilms has agreed that during the term of the agreement and
for a period of two years thereafter, he will not compete with the Company,
Immucor GmbH or any related company.
The Company has in effect employment agreements (collectively, the
"Agreement") with Dr. Gioacchino De Chirico entered into 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, G. Bruce Papesh, 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 compen-
sation to be provided to the Company's executive officers. The Committee
believes the Board must act on the shareholders' behalf when establishing
executive compensation programs, and the Committee has developed a compen-
sation 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 1995, August 1996 and August
1997.
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 1996 or 1997. 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 responsibili-
ties 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 to executive officers in 1996 or 1997.
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 33 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 1996 or 1997.
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
G. Bruce Papesh Richard J. Still
Ralph A. Eatz
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.
COMPARISON OF CUMULATIVE TOTAL RETURNS*
Starting
Basis
Description 1992 1993 1994 1995 1996 1997
Immucor, Inc. % -38.46 -16.67 82.50 32.88 -26.80
Immucor, Inc. $ $100.00 $61.54 $51.28 $93.59 $124.36 $91.02
S & P 500 % 11.61 4.26 20.19 28.44 29.29
S & P 500 $ $100.00 $111.61 $116.36 $139.86 $179.63 $232.25
Peer Grp Only % -36.06 98.11 -31.89 -4.80 2.84
Peer Grp Only $ $100.00 $63.94 $126.68 $86.28 $82.14 $84.47
Peers & Immucor % -37.88 12.95 31.40 24.39 -21.96
Peers & Immucor $ $100.00 $62.12 $70.17 $92.21 $114.70 $89.51
ASSUMES INITIAL INVESTMENT OF $100 ON JUNE 1, 1992
*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, 1997, 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.
Certain Relationships and Related Transactions
Immucor GmbH leases approximately 1,566 square meters of space from the son
of Mr. Wilms, who formerly was the President of Immucor GmbH and a director
of the Company until his resignation in July 1997. Rental payments for the
1997 fiscal year totaled $209,127, and the lease term extends through
April 2009.
In fiscal year 1997, the Company loaned Mr. Wilms $300,000 at 6% interest,
secured by his warrants to purchase 143,750 shares of the Company's Common
Stock. At May 31, 1997 and July 31, 1997, the amount outstanding under the
loan was $309,000 and $312,000 including accrued interest.
In July 1997, management of the Company discovered that Mr. Wilms had caused
Immucor GmbH to make unauthorized loans to him since 1994. The amounts
advanced were documented in the records of Immucor GmbH, including interest
rates ranging from 7.75% to 9.5%, and were generally paid down by the end of
each accounting period, but were not disclosed to Company's management. The
largest aggregate amounts outstanding were $29,560 in fiscal 1994, $290,422
in fiscal 1995, $669,398 in fiscal 1996 and $1,310,730 in fiscal 1997. At
July 31, 1997, the aggregate outstanding amount payable was approximately
$1,232,973.
Mr. Wilms, his wife and son have granted liens on certain property owned by
them in Germany and Portugal to collateralize the loans from the Company and
Immucor GmbH, and Mr. Wilms has agreed to grant liens on additional property
owned by him and located in the United States. Management believes that the
value of the collateral significantly exceeds the outstanding loan amounts.
Mr. Wilms agreed to pay all amounts borrowed from the Company and Immucor
GmbH, plus interest at 8.25%, plus the Company's expenses in securing the
loans, by October 31, 1997. Although the loans have not been repaid to
date, the Company has agreed to extend the date for payment of these loans
to December 31, 1997 based upon the Company's belief that Mr. Wilms has been
working diligently to obtain the funds. If these amounts are not fully
repaid by that date, the Company intends to arrange for the sale of some or
all of the collateral to the extent necessary to recover the unpaid balance
of the loans at that date.
Mr. Wilms has resigned as a director of the Company and as an employee of
Immucor GmbH, but will remain a Managing Director of Immucor GmbH, with
limited authority, through December 31, 1997. Mr. Wilms is expected to
provide consulting services to the Company pursuant to the Consulting
Agreement through December 31, 1997. See "Employment Contracts, Termination
of Employment and Change of Control Arrangements."
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, 1997.
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 indepen-
dent accountant upon the recommendation of the Company's Audit Committee and
the approval of the Company's Board of Directors. Deloitte & Touche LLP's
report on the Company's consolidated statements of income, shareholders'
equity, and cash flows for the year ended May 31, 1995 did not contain any
adverse opinion or any disclaimer of opinion, and was 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 sub-
ject matter of such disagreement in connection with its reports.
The Company has not yet selected anyone to act as the Company's independent
certified public accountants for its fiscal year ending May 31, 1998. 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 mail-
ing 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, 1997, including financial statements and schedules thereto,
to any record or beneficial owner of its Common Stock as of October 31,
1997, 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 31, 1997, 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 1998
annual meeting must be received by the Company no later than July 10, 1998,
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 7, 1997
PROXY IMMUCOR, INC. PROXY
This proxy is solicited by the Directors of Immucor, Inc.
for the Annual Meeting of Shareholders to be held on
Thursday, December 11, 1997
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 11, 1997, 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, G. Bruce Papesh
(Instructions: 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 _____________, 1997
__________________ __________________
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 11, 1997.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Immucor, Inc.
