SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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X Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement Confidential, For Use of the
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Rule 14a-6 (e) (2))
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X Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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IMMUCOR, INC. (Commission File No. 0-14820)
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (check the appropriate box):
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X No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6 (i) (1) and 0-11.
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(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.
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Fee paid previously with preliminary materials.
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Checkbox 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 NOVEMBER 30, 2000.
Notice hereby is given that the 2000 Annual Meeting of Shareholders
(the "Meeting") of Immucor, Inc. will be held on Thursday, November 30, 2000, at
10:00 a.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 directors as follows: (a) three directors to serve a
three-year term, three directors to serve a two-year term, and two
directors to serve a one-year term, or (b) if Proposal Number Two is
not approved, eight directors to serve a one-year term;
2. To approve an amendment to the Company's articles of incorporation
(the "Articles of Incorporation") to divide the Board of Directors
into three classes;
3. To authorize the issuance of additional shares of Common Stock;
4. 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 September 21, 2000, 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,
STEVEN C. RAMSEY,
Secretary
October 26, 2000
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.
<PAGE>
IMMUCOR, INC.
3130 Gateway Drive
P.O. Box 5625
Norcross, GA 30091-5625
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
NOVEMBER 30, 2000.
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, November 30, 2000, and at any adjournment
thereof, for the purposes set forth in the accompanying Notice of the Meeting.
The cost of this solicitation is being borne by the Company. The Annual Meeting
will be held at 10:00 a.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 first
mailed to shareholders on or about October 26, 2000. A copy of the Company's
2000 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 is the
close of business on Thursday, September 21, 2000. On that date, the Company had
outstanding and eligible to be voted 7,277,617 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 of the Articles of Incorporation to (a)
Divide the Board of Directors into Three Classes, and (b) Authorize the Issuance
of Additional Shares of Common Stock.
<PAGE>
Proposal One--The Election of Eight Directors
Election of Directors
At the annual meeting of shareholders, eight directors, constituting the entire
board of directors of the Company (the "Board of Directors"), are to be elected.
If Proposal Two is adopted, eight directors will be elected for the terms set
forth below. If Proposal Two is not adopted, eight directors will be elected to
hold office until the next annual meeting of shareholders (that is, until the
annual meeting of shareholders held in the year 2001) or until their successors
are duly elected and qualified.
In either case, directors will be elected by a plurality of the shares present
and voting at the meeting. Unless contrary instructions are given, the proxies
will be voted for the nominees listed below. It is expected that these nominees
will serve, but if for any unforeseen cause any of them should decline or be
unable to serve, the proxies will be voted to fill any vacancy so arising in
accordance with the discretionary authority of the persons named in the proxy,
unless contrary instructions are given.
The nominees, their ages, the years in which they began serving as directors,
and their business experience are set forth below.
<TABLE>
Director
Name Age Position with Company Since
<S> <C> <C> <C>
Directors Nominated to Serve Until the 2003 Annual Meeting:
Edward L. Gallup 61 Chairman of the Board of Directors, President and 1982
Chief Executive Officer
Didier L. Lanson 50 Director 1989
Dennis M. Smith, Jr., M.D. 48 Director 1998
Directors Nominated to Serve Until the 2002 Annual Meeting:
Ralph A. Eatz 56 Director and Senior Vice President-- Operations 1982
G. Bruce Papesh 53 Director 1995
Joseph E. Rosen 56 Director 1998
Directors Nominated to Serve Until the 2001 Annual Meeting:
Dr. Gioacchino De Chirico 47 Director, Director of European Operations and 1994
President of Immucor Italia S.r.l
Daniel T. McKeithan 76 Director 1983
</TABLE>
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 35 years.
Ralph A. Eatz, who has been working in the blood banking reagent field for
over 30 years, has been a director and Vice President - Operations of the
Company since its founding, and Senior Vice President - Operations since
December 1988.
Dr. Gioacchino De Chirico has been Director of European Operations since
May 1998 and 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.
Daniel T. McKeithan has been a director of the Company since February 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 1989.
Since April 1, 2000, he has served as CEO of a start up company GenOdyssee S.A.
in Paris, France. GenOdyssee provides to the pharmaceutical, diagnostic and
biotech industry a full range of post-genomics services: Single Nucleotide
Polymorphism (SNP) discovery, high throughput SNP genotyping, and proteomic
services dedicated to the characterization of chemical and physical
modifications of mutant proteins active sites. From September 1992 until March
1999, he served as Vice President, Europe ('92-97) and Vice President Global
Operations and International Affairs ('97-'99) of SyStemix Inc., a Novartis
Company. He was a Director and the President and CEO of Diagnostics Transfusion
("DT"), a French corporation which develops, manufactures and distributes
reagent products from 1987 until April 1991.
G. Bruce Papesh has been a director of the Company since December 1995. He
is a co-founder of Dart, Papesh & Co., an East 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 30
years of experience in investment services while serving in stockbroker,
consulting and executive management positions. Mr. Papesh also serves as a
Director and Stock Option Committee Member of Neogen Corporation, a maker of
products dedicated to food and animal safety.
Dennis M. Smith, Jr., M.D. has been a director of the Company since April
1998. He currently is, and for the last six years has been, the Chairman of the
Section of Pathology and the Director of Laboratories at Columbia Memorial
Hospital in Jacksonville, Florida. In addition to these duties, Dr. Smith is a
member of the Board of Directors of Medical Equity Partners, Jacksonville,
Florida; Vice President of Laboratory Physicians, St. Petersburg, Florida; and
Senior Vice President and Medical Director of AmeriPath, Inc. Dr. Smith is a
past president of the American Association of Blood Banks and is currently
Chairman of the Board of Trustees of the National Blood Foundation. He has over
23 years of experience in the medical field.
Joseph E. Rosen has been a director of the Company since April 1998. He has
been employed by Sera-Tec Biologicals since its inception in 1969 and has served
as its President for the past fifteen years. Mr. Rosen is currently serving as
Chairman of the Board of the American Blood Resources Association, the plasma
industry trade group, and has been a member of the Board of Directors of several
public and private health care companies. He has over 30 years of experience in
the blood banking industry.
Executive Officers
<TABLE>
Name Age Position with Company Since
<S> <C> <C> <C>
Edward L. Gallup 61 President and Chief Executive Officer 1982
Ralph A. Eatz 56 Senior Vice President-- Operations 1982
Dr. Gioacchino De Chirico 47 Director of European Operations and 1994
President of Immucor Italia S.r.l
Steven C. Ramsey 51 Vice President-- Chief Financial Officer and Secretary 1998
Patrick Waddy 43 President of Dominion Biologicals Limited and 1996
European Finance Director
</TABLE>
<PAGE>
The career synopses of certain Executive Officers not listed below are contained
in the previous section entitled "Election of Directors."
Steven C. Ramsey has been Vice President and Chief Financial Officer since
March 1998. Prior to such time, Mr. Ramsey worked for six years at International
Murex Technologies Corporation, the last three as Chief Financial Officer. He
has more than 26 years of financial management experience.
Patrick Waddy has been the European Finance Director since March 1999. Mr.
Waddy has been with Dominion Biologicals Limited since March 1988 and has served
as President for the past six years. The Company acquired Dominion Biologicals
in December 1996.
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 "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT" 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.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of July 31, 2000, the number of
shares of Common Stock of Immucor beneficially owned by each director and other
reporting insiders 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 Amount and Nature of
(and address for those Beneficial Ownership of Percent
-------------
owning more than five percent) (1) of Class(1)
------------------------------ --- -----------
Edward L. Gallup 271,857 (2) 3.7%
Ralph A. Eatz 350,026 (2) 4.8%
Dr. Gioacchino De Chirico 87,500 (3) *
Steven C. Ramsey 23,750 (4) *
Patrick D. Waddy 274,889 (5) 3.8%
Didier L. Lanson 10,000 (6) *
Daniel T. McKeithan 48,778 *
G. Bruce Papesh 7,600 (7) *
Dennis M. Smith, Jr., M.D. 55,312 (8) *
Joseph E. Rosen 7,000 (8) *
Wellington Management Co. LLP 501,900 (9) 6.9%
75 State Street
Boston, MA 02109
All directors and executive 1,136,712 15.6%
officers as a group (ten persons)
* less than 1%.
(1) Pursuant to Rule 13-3(d)(1) of the Securities Exchange Act of 1934,
the persons listed are deemed to beneficially own shares of the
Company's Common Stock if they have a right to acquire such stock
within the next sixty days, such as by the exercise of stock options,
and any such common stock not presently outstanding shall be deemed to
be outstanding for the purpose of computing the percentage of
outstanding securities of the class owned by such person but shall not
be deemed to be outstanding for the purpose of computing the
percentage of the class owned by any other person.
<PAGE>
(2) Includes for Messrs. Gallup and Eatz an option to acquire 89,250
shares at an exercise price of $9.33, an option to acquire 60,000
shares at an exercise price of $6.00, and an option to acquire 12,500
shares at an exercise price of $9.69.
(3) Includes a currently exercisable option to acquire 15,000 shares of
Common Stock at an exercise price of $6.00, an option to acquire
60,000 shares of Common Stock at an exercise price of $6.00, and an
option to acquire 12,500 shares of Common Stock at an exercise price
of $9.69.
(4) Includes a currently exercisable option to acquire 15,000 shares at
$8.38 per share and a currently exercisable option to acquire 3,750
shares at $9.69 per share.
(5) Includes 201,139 5-year warrants at an exercise price of $12.00 and
50,000 10-year warrants at an exercise price of $11.98 issued in
connection with the acquisition of Dominion Biologicals Limited, and
an option to acquire 3,750 shares of Common Stock at an exercise price
of $9.69.
(6) Includes a currently exercisable option to acquire 10,000 shares at
$6.00 per share.
(7) Includes a currently exercisable option to acquire 7,500 shares at
$8.00 per share.
(8) Includes a currently exercisable option to acquire 5,000 shares at
$8.88 per share.
(9) Wellington Management Co. LLP ("WMC") reported in a Schedule 13F dated
June 30, 2000, that WMC in its capacity as an investment adviser may
be deemed to beneficially own 501,900 shares or 6.9% of the Company,
which are held of record by clients of WMC. WMC indicated that it had
the shared power to vote or direct the vote of 455,900 shares and
shared power to dispose or to direct the disposition of 501,900 shares
and that it had no sole power to vote or dispose of the shares.
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. 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, Rosen
and Dr. Smith 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 executive officers. Messrs. McKeithan, Lanson and
Papesh are members of the Compensation Committee. The Board does not have a
standing nominating committee.
The Board of Directors met seven times, the Audit Committee met six
times, the Compensation Committee met once, and the Stock Option Committee met
five times during the fiscal year ended May 31, 2000. Each Director attended at
least 75% of the total of all meetings of the Board of Directors and any
committee on which he served.
Audit Committee
The Audit Committee is comprised of Daniel T. McKeithan, Didier L.
Lanson, and G. Bruce Papesh, all of which are independent directors within the
meaning of Rule 4200(a)(14) National Association of Securities Dealers' ("NASD")
listing standards. The Audit Committee has adopted a written charter, and a copy
of such charter is included as Appendix B to this proxy statement.
Report of the Audit Committee
The audit committee oversees the Company's financial reporting process
on behalf of the board of directors. Management has the primary responsibility
for the financial statements and the reporting process including the system of
internal controls. In fulfilling its oversight responsibilities, the committee
reviewed the audited financial statements in the Annual Report with management
including a discussion of the quality, not just the acceptability, of the
accounting principles, the reasonableness of significant judgments, and the
clarity of disclosures in the financial statements.
The committee reviewed with the independent auditor, who is responsible
for expressing an opinion on the conformity of those audited financial
statements with generally accepted accounting principles, their judgments on the
quality, not just the acceptability, of the Company's accounting principles and
such other matters as are required to be discussed with the committee under
generally accepted auditing standards. In addition, the committee has discussed
with the independent auditor the auditor's independence from management and the
Company including the matters in the written disclosures required by the
Independence Standards Board.
The committee discussed with the Company's internal audit
representative and independent auditors the overall scope and plans for their
respective audits. The committee meets with the internal audit representative
and independent auditors, with and without management present, to discuss the
results of their examinations, their evaluations of the Company's internal
controls, and the overall quality of the Company's financial reporting.
The Audit Committee has reviewed and discussed the audited financial
statements with management. The audit committee has discussed with the
independent auditors the matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards, AU ss. 380), as may be
modified or supplemented. The audit committee has received the written
disclosures and the letter from the independent accountants required by
Independence Standards Board Standard No. 1 (Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees), as may be
modified or supplemented, and has discussed with the independent accountant the
independent accountant's independence.
In reliance on the reviews and discussions referred to above, the
committee recommended to the board of directors (and the board has approved)
that the audited financial statements be included in the Annual Report on Form
10-K for the year ended May 31, 2000 for filing with the Securities and Exchange
Commission. The committee and the board have also recommended, and, if needed,
subject to shareholder approval, the selection of the Company's independent
auditor.
Daniel T. McKeithan, Audit Committee Chair
G. Bruce Papesh, Audit Committee Member
Didier L. Lanson, Audit Committee Member
August 22, 2000
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. Messrs. McKeithan, Papesh
and Lanson are members of the Compensation Committee. The Stock Option Committee
determines the number of shares to be granted to individual executive officers.
Messrs. Gallup, Eatz, Rosen and Smith are members of the Stock Option Committee.
Mr. Ramsey attends the meetings of the Compensation Committee at the request of
the Board of Directors. Neither Mr. McKeithan, Mr. Papesh, Mr. Lanson, Mr. Rosen
nor Dr. Smith are, nor have they ever been, officers or employees of the
Company. Edward L. Gallup and Ralph A. Eatz 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.
<PAGE>
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.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
----------------------------------------------- ----------------
Securities
Name and Other Annual Underlying All Other
Principal Position Year Salary Compensation (1) Options (2) Compensation (3)
------------------------------------ ------- ---------- ------------------- ---------------- ------------------
<S> <C> <C> <C> <C> <C>
Edward L. Gallup 2000 $218,743 $44,053 - $4,875
Chairman of the Board, President 1999 206,601 29,609 80,000 55,209
and Chief Executive Officer 1998 190,253 35,619 - 4,752
Ralph A. Eatz 2000 212,316 32,061 - 5,482
Director and Senior Vice 1999 200,579 20,830 80,000 55,177
President - Operations 1998 185,091 29,628 - 4,726
Dr. Gioacchino De Chirico (4) 2000 197,833 16,624 - -
President, Immucor Italia, S.r.l. 1999 175,565 13,100 80,000 -
and
Director of European Operations 1998 150,575 12,752 - -
Steven C. Ramsey (5) 2000 179,649 2,000 - 4,342
Vice President - Chief Financial 1999 178,946 - 30,500 -
Officer and Secretary 1998 14,385 - 30,000 -
Patrick Waddy (6) 2000 81,505 2,500 - 4,075
President of Dominion Biologicals 1999 69,260 2,500 30,500 25,719
Limited and European Finance 1998 70,822 - - 3,541
Director
</TABLE>
[FN]
(1) Includes the value of life insurance premiums and an allowance for
automobile expenditures for each of the above named executive officers
as follows: For 2000 - for Mr. Gallup, Eatz, De Chirico, Ramsey and
Waddy, life insurance premiums of $34,453, $22,460, $7,024, $2,000 and
$2,500 respectively, and an allowance for automobile expenditures for
Mr. Gallup, Eatz and Dr. De Chirico of $9,600 each. For 1999 - for Mr.
Gallup, Eatz, De Chirico and Waddy, life insurance premiums of $20,009,
$11,230, $3,500 and $2,500 respectively, and an allowance for
automobile expenditures for Mr. Gallup, Eatz and Dr. De Chirico of
$9,600 each. For 1998 - for Mr. Gallup, Eatz and Dr. De Chirico, life
insurance premiums of $26,019, $20,028, $317 and $3,152, respectively,
and an allowance for automobile expenditures for Mr. Gallup, Eatz and
Dr. De Chirico of $9,600 each.
(2) Includes stock options granted for each of the above named officers as
follows: For 2000 - No Options were granted to executive officers
during the fiscal year. For 1999 - for Mr. Gallup, Eatz, and Dr. De
Chirico 25,000 shares each and 7,500 shares for Mr. Ramsey and Waddy
under the 1995 Stock Option Plan to purchase shares of the Company's
Common Stock at an exercise price of $9.6875. 50% of the options are
exercisable beginning July 31, 2000, and 25% per year thereafter. For
Mr. Gallup, Eatz, and Dr. De Chirico 55,000 shares each and 23,000
shares for Mr. Ramsey and Waddy under the 1998 Stock Option Plan to
purchase shares of the Company's Common Stock at an exercise price of
$9.375. 50% of the options are exercisable beginning April 9, 2001, and
25% per year thereafter. For 1998 - represents options granted to Mr.
Ramsey under the 1995 Stock Option Plan to purchase shares of the
Company's Common Stock at an exercise price of $8.38. 50% of the
options are exercisable beginning April 20, 2000, and 25% per year
thereafter.
(3) Represents amounts the Company contributed to the 401(k) retirement
plan on behalf of the named executive officers, a bonus for Mr. Gallup
and Eatz of $50,000 and Mr. Waddy of $22,256, in 1999.
(4) For 1999 - includes a bonus of $50,000 for Dr. De Chirico which is
included in the Annual Compensation of Salary.
(5) For 1999 - includes a bonus of $8,000 for Mr. Ramsey which is included
in the Annual Compensation of Salary. Mr. Ramsey assumed the position
of Vice President and Chief Financial Officer in April 1998.
(6) Mr. Waddy became an employee of the Company upon the acquisition of
Dominion Biologicals Limited in December 1996.
</FN>
Option Holdings
The table below presents information concerning option exercises during the past
fiscal year and the value of unexercised options held as of the end of the
fiscal year by each of the individuals listed in the Summary Compensation Table.
<TABLE>
FISCAL YEAR-END OPTION VALUES
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-the-Money Options at
May 31, 2000 May 31, 2000 (1)
------------ ----------------
Exercisable Unexercisable Exercisable Unexercisable
------------------------------ -----------------------------
<S> <C> <C> <C> <C>
Edward L. Gallup 149,250 80,000 $154,725 -
Ralph A. Eatz 149,250 80,000 123,780 -
Dr. Gioacchino De Chirico 75,000 80,000 123,780 -
Steven C. Ramsey 15,000 45,500 - -
Patrick Waddy 251,139 30,500 - -
</TABLE>
[FN]
(1) Based on the difference between the exercise price and the closing
price for the Common Stock on May 31, 2000, of $8.063 as reported by
NASDAQ.
</FN>
<PAGE>
Employment Contracts, Termination of Employment and Change of Control
Arrangements
The Company has in effect employment agreements (the "Agreements") with
five of its executive officers and certain key managers. The Company entered
into written employment agreements with Edward L. Gallup and Ralph A. Eatz on
October 13, 1998. Each agreement is for a five-year term and automatically
renews for a five-year term, unless sooner terminated. The agreements provide
base salaries for Mr. Gallup and Mr. Eatz of $219,668 and $213,243,
respectively. The agreements also contain covenants prohibiting Mr. Gallup and
Mr. Eatz from disclosing confidential information and from competing with the
Company, both during and for specified periods after the termination of their
employment.
The agreements with Mr. Gallup and Mr. Eatz obligate the Company to
make certain payments to them in certain circumstances if their employment is
terminated. If the Company terminates the employment of Mr. Gallup or Mr. Eatz
"without cause", then Mr. Gallup or Mr. Eatz would continue to be compensated at
a rate equal to their average annual compensation (that is, their base salary
plus their average bonus over the last two years) for the remainder of the five
year period as renewed, and such amounts would be paid over such period of time
rather than in a lump sum. "Cause" is defined in the agreements generally to
include dishonesty, embezzlement, continuing inability or refusal to perform
reasonable duties assigned to him, and moral turpitude. If the Company
terminates the employment of Mr. Gallup or Mr. Eatz within two years after a
change of control, or if Mr. Gallup or Mr. Eatz terminate their own employment
within 60 days after a change of control, then the Company instead must pay Mr.
Gallup or Mr. Eatz a lump sum equal to five times their average annual
compensation, plus certain additional amounts to compensate Mr. Gallup or Mr.
Eatz if such payments subject Mr. Gallup or Mr. Eatz to a federal excise tax
under Section 4999 of the Internal Revenue Code. The Company's agreement to
compensate these executives in connection with a change of control is designed
to secure for the Company such executives' full time and attention to negotiate
the best deal for the Company and its shareholders in the event of a change of
control without such executives being distracted by the effects of such change
of control upon their own financial interest.
The Company has in effect an employment 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, S.r.l. The Company may only terminate the
employment agreement "for cause", as defined in the agreement. 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 upon such termination. On October 13, 1998 the Company entered into a
Severance Agreement with Dr. De Chirico which clarifies the rights and
obligations of the parties in the event of a change of control. If the Company
terminates the employment of Dr. De Chirico within two years after a change of
control, or if he terminates his own employment within 60 days after a change of
control, then the Company instead must pay Dr. De Chirico a lump sum equal to
five times his average annual compensation. 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.
The Company has in effect an employment agreement with Mr. Steven C.
Ramsey entered into on October 13, 1998 which clarifies the rights and
obligations of the parties in the event of a change of control. If the Company
terminates the employment of Mr. Ramsey within two years after a change of
control, or if he terminates his own employment within 60 days after a change of
control, then the Company instead must pay Mr. Ramsey a lump sum equal to two
times his average annual compensation. The Agreement renews for a period of
twelve months from each anniversary date unless sooner terminated. Mr. Ramsey
has agreed to refrain from competition with Immucor for a period of two years
after his employment has terminated and for any additional period that he is
compensated by the Company.
<PAGE>
The Company has in effect an employment agreement with Mr. Patrick
Waddy entered into on October 13, 1998 which clarifies the rights and
obligations of the parties in the event of a change of control. If the Company
terminates the employment of Mr. Waddy within two years after a change of
control, or if he terminates his own employment within 60 days after a change of
control, then the Company instead must pay Mr. Waddy a lump sum equal to two
times his average annual compensation. The Agreement renews for a period of
twelve months from each anniversary date unless sooner terminated. Mr. Waddy has
agreed to refrain from competition with Immucor for a period of two years after
his employment has terminated and for any additional period that he is
compensated by the Company.
Compensation Committee Report
Executive Officer Compensation
Daniel T. McKeithan, Didier L. Lanson and G. Bruce Papesh 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 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 plans 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 ten percent (10%) increases in the
base salaries of the executive officers in August 1998, a four percent (4%)
increase in August 1999 and a four percent (4%) increase in August 2000.
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. During the fiscal year
ended May 31, 1998, no bonuses were paid. A bonus in the amount of $50,000 was
paid to Messrs. Gallup and Eatz and Dr. De Chirico during fiscal year ended May
31, 1999. No bonuses were paid to any executive officer in the fiscal year ended
May 31, 2000.
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 manage 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 to executive officers in 1997. During the
fiscal year ended May 31, 1998, stock options were granted to Mr. Ramsey under
the 1995 Stock Option Plan. Stock options were granted to Messrs. Gallup, Eatz,
Ramsey and Waddy and Dr. De Chirico under the 1995 Stock Option Plan and the
1998 Stock Option Plan during fiscal year ended May 31, 1999. During the fiscal
year ended May 31, 2000 no Stock Options were granted to any executive officer.
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,
if any, were subjectively determined taking into account that 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 1982, and has worked in the
blood banking business for over 35 years. The Compensation Committee believes
the salary 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 fiscal years 1998 and 2000.
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 Joseph E. Rosen
Dennis M. Smith, Jr., M.D.
<PAGE>
Performance Graph
The following performance graph compares the cumulative total
shareholder return on an investment of $100 in the Common Stock of the Company
for the last five fiscal years with the total return of the S & P 500 and a Peer
Group Index for the Company's last five fiscal years. With the acquisition of
Gamma Biologicals, Inc. during fiscal year ended May 31, 1999, there is no
longer any public company engaged in the blood bank reagent business that is not
a division of a larger publicly-held company. For this reason the Peer Group
Index has been modified to include Biopool International, Inc., Biosite
Diagnostics, Inc., Hycor Biomedical, Inc. and Meridian Diagnostics, Inc.
<TABLE>
COMPARISON OF CUMULATIVE TOTAL RETURNS*
<CAPTION>
STARTING
BASIS
DESCRIPTION 1995 1996 1997 1998 1999 2000
<S> <C> <C> <C> <C> <C> <C>
IMMUCOR INC (%) 32.88 -26.80 -2.82 43.48 -34.84
IMMUCOR INC ($) $100.00 $132.88 $ 97.26 $ 94.52 $135.62 $ 88.36
S & P 500 (%) 28.44 29.41 30.68 21.03 10.48
S & P 500 ($) $100.00 $128.44 $166.22 $217.23 $262.90 $290.45
PEER GROUP ONLY (%) 57.45 -30.63 41.18 -29.95 69.22
PEER GROUP ONLY ($) $100.00 $157.45 $109.22 $154.20 $108.02 $182.79
</TABLE>
ASSUMES INITIAL INVESTMENT OF $100 ON JUNE 1, 1995
*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. In addition, the Company provides
each of the non-employee directors a grant of an option to purchase shares of
the Company's Common Stock upon their election as a director at the stock's then
current fair market value, and at the direction of the Board, they may receive
additional options. The amount of shares subject to the option is determined at
the time of the grant. During the fiscal year ended May 31, 2000 stock options
to purchase 10,000 shares at an option price of $12.375 were granted to Messrs.
Lanson, McKeithan and Papesh and 3,000 shares at an option price of $12.375 were
granted to Mr. Rosen and Dr. Smith. Messrs. Papesh and Lanson hold 20,000
options each, Mr. Rosen and Dr. Smith hold 13,000 options each, and Mr.
McKeithan holds 10,000 options to purchase shares of the Company's Common Stock.
<PAGE>
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 regulations to furnish the Company with copies of all
Section 16(a) reports they file. Based solely on its review of the copies of
such reports 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, 2000, all filing requirements applicable to its executive
officers, directors and owners of more than ten percent of the Company's Common
Stock were met.
Certain Relationships and Related Transactions
In connection with the acquisition of Dominion Biologicals Limited in
December 1996, the Company issued subordinated promissory notes to the former
shareholders of Dominion totaling $4,228,200, bearing interest at 6% payable
semiannually with principal due in December 1999. The Company repaid the
outstanding principal balance of $3,886,000 at maturity. The outstanding balance
of the subordinated promissory notes was $0 and $3,894,800 at May 31, 2000 and
1999, respectively, including $0 and $1,637,500 owed to Patrick Waddy, the
President of Dominion Biologicals Limited at May 31, 2000 and 1999,
respectively, who became an executive officer of Immucor during fiscal 1999.
On June 6, 2000 Edward L. Gallup, President and CEO of Immucor, Inc.
entered into a loan agreement with Immucor, Inc. to borrow up to $400,000 in
order to meet margin calls related to loans made by brokerage companies. The
Company acknowledges that certain benefits would accrue to Immucor, Inc. and its
shareholders if such margin calls were satisfied by some means other than having
those shares sold by the broker. The interest rate on the loan is LIBOR plus 1%
which is the Company's current borrowing rate. As of July 27, 2000 the amount
owed to Immucor, Inc. is $250,000 and is secured by 105,000 Immucor shares.
<PAGE>
Special Note Regarding Anti-Takeover
Effects of Proposals Two and Three
In Proposals Two and Three, the Board of Directors seeks shareholder approval of
two amendments to the Articles of Incorporation of the Company (the "Articles of
Incorporation"). Generally, the proposed amendments affect: (i) the structure of
the Board of Directors and the shareholders' ability to change the Board of
Directors, and (ii) the amount of stock that can be issued by the Company. The
Georgia Business Corporation Code (the "GBCC") requires the approval of the
shareholders in order for the Company to make these amendments to its Articles
of Incorporation.
Each proposal, including the reasons for the proposal and the effect of the
proposal, is discussed more thoroughly later in this proxy statement. However,
both of these proposals have in common the fact that they may impede or prevent
a "takeover" of the Company (a change in the composition of the Board of
Directors that is not approved in advance by the current Board of Directors),
even where such a takeover is supported by a majority of the shareholders. The
general discussion in this introduction to Proposals Two and Three is intended
to supplement the more specific discussion of each of Proposals Two and Three
provided later in this Proxy Statement.
The full text of all of the proposed amendments is attached to this Proxy
Statement as Exhibit A. The following description of the proposed amendments is
qualified in its entirety by reference to Exhibit A.
Reasons for the Proposals
The Board of Directors of the Company is asking shareholders to approve the
proposed amendments to the Articles of Incorporation in order to discourage
certain transactions which involve an actual or threatened change of control of
the Company. The proposed amendments are designed to make it more difficult and
time consuming to change majority control of the Board of Directors and thus to
reduce the vulnerability of the Company to an unsolicited offer to take control
of the Company, particularly an offer that does not contemplate the acquisition
of all of the Company's outstanding shares, or for the restructuring or sale of
all or part of the Company. As more fully described below, the Board believes
that, as a general rule, such unsolicited offers are not in the best interests
of the Company and its shareholders.
In the past, third parties have accumulated substantial stock positions in
public companies as a prelude to a takeover or a restructuring or sale of all or
part of the company or other similar extraordinary corporate action. Such
actions are often undertaken by a third party without advance notice or
consultation with management of the company. In many cases, the purchaser seeks
representation on the company's Board of Directors in order to increase the
likelihood that its proposal will be implemented. If the company resists the
efforts of the purchaser to obtain representation on the company's Board, the
purchaser may commence a proxy contest to have its nominees elected to the Board
in place of certain directors or in place of the entire Board. In some cases,
the purchaser may not truly be interested in taking over the company, but uses
the threat of a proxy fight and/or a bid to take over the company as a means of
forcing the company to repurchase its equity position at a substantial premium
over market price.
The Board of Directors of the Company believes that an imminent threat of
removal of the Company's management would severely curtail its ability to
negotiate effectively with such purchasers. Management would be deprived of the
time and information necessary to evaluate the takeover proposal, to study
alternative proposals and to help ensure that the best price is obtained in any
transaction involving the Company which may ultimately be undertaken. If the
real purpose of a takeover bid is to force the Company to repurchase an
accumulated stock interest at a premium price, management faces the risk that if
it does not repurchase the purchaser's stock interest, the Company's business
and management will be disrupted, perhaps irreparably. On the other hand, such a
repurchase would divert valuable corporate resources to the benefit of a single
shareholder.
Neither of these proposals are being proposed in response to any specific
proposal or threat. These measures are being proposed at this time following a
routine review by the Board of Directors of the Company's takeover defenses.
This review was prompted by the normal expiration of the Company's original
Rights Agreement which was first adopted eleven years ago.
Effects of the Proposals
The specific purpose and effect of each amendment is discussed later in this
proxy statement. However, both of the amendments have in common the fact that
they may significantly limit the ability of shareholders of the Company to
change the composition of the incumbent Board of Directors and to benefit from
certain transactions which would be required to be approved by the incumbent
Board of Directors. Accordingly, before voting on the proposed amendments,
shareholders are urged to read carefully the following sections of this Proxy
Statement which describe each proposed amendment and its purposes and effects,
as well as Exhibit A to this proxy statement which sets forth the full text of
the proposed amendments.
The proposed amendments generally are intended to encourage persons seeking to
acquire control of the Company to initiate such an acquisition through
arm's-length negotiations with the Company's management and Board of Directors.
The amendments would help ensure that the Board of Directors will have
sufficient time to review any proposal and appropriate alternatives to such
proposal and, if appropriate, to seek a premium price for the shareholders.
The proposed amendments cannot, and are not intended to, prevent a purchase of a
majority of the equity securities of the Company nor are they intended to deter
bids or other efforts to acquire such securities. Rather, the Board believes
that the proposals will discourage disruptive tactics and takeovers at unfair
prices or on terms that do not provide all shareholders with the opportunity to
sell their stock at a fair price and encourage third parties who may seek to
acquire control of the Company to initiate such an acquisition through
negotiations directly with the board of directors. Therefore, the Board believes
it will be in a better position to protect the interests of all shareholders.
Although the proposals are intended to encourage persons seeking to acquire
control of the Company to initiate such an acquisition through arm's-length
negotiations with the Board, the overall effect of these proposals may be to
discourage a third party from making a tender offer for a portion or all of the
Company's securities, whether on a hostile or other basis, even though some or a
majority of the Company's shareholders might support such an offer.
Takeovers or changes in management of the Company which are proposed and
effected without prior consultation and negotiation with the Company's
management are not necessarily detrimental to the Company and its shareholders.
However, the Board feels that the benefits of seeking to protect its ability to
negotiate with the proponent of an unfriendly or unsolicited proposal to take
over or restructure the Company outweigh the disadvantages of discouraging such
proposals.
Nevertheless, the proposed amendments may have negative effects. The proposals
will by design make more difficult or discourage a proxy contest, many mergers
and tender offers, the assumption of control by a substantial shareholder, and
the removal of incumbent management. The proposals, will make it more difficult
to alter the structure of the Company in the future. The proposals may also make
more difficult the consummation of a given transaction, such as a merger or
tender offer, even if it is favorable to the interests of shareholders. In
addition, the existence of these defenses may in the future discourage attempts
to gain control of the Company, proxy contests, tender offers, mergers, or other
efforts to remove incumbent management. Further, these effects may result even
in situations where the only reason for the proposed change of control is the
unsatisfactory performance of the present directors.
Of course, anti-takeover measures may have the effect of entrenching or
extending the tenure of the incumbent directors and executive officers who
proposed such measures. There is always a general concern that, in the face of a
proposed takeover, incumbent directors may be motivated to preserve their own
positions while being obligated to act in the best interests of the
shareholders. Entrenchment of directors and senior management may diminish
incentives to improve, and contribute to insulation from responsibility and
accountability for, inadequate Company performance. Therefore, the existence of
anti-takeover measures may have undesirable consequences.
Further, the amendments could also have the effect of discouraging a third party
from making a tender offer otherwise attempting to obtain control of the
Company, even though such an attempt might be beneficial to the Company and its
shareholders. The amendments may also make more difficult or discourage a proxy
contest the object of which is unrelated to a change of control of the Company,
and will have the effect of making it more difficult to change the composition
of the Board of Directors generally.
The Company's Other Anti-Takeover Defenses
The Company's Articles of Incorporation do not contain any other provisions
which the Company reasonably believes has anti-takeover effects. However, the
Company, on April 20, 1999, distributed a dividend of one Right to purchase
additional shares of Immucor's Common Stock to each share of Common Stock
pursuant to a Shareholders Rights Agreement with EquiServe Trust Company, N.A.
as Rights Agent. The adoption of this Rights Agreement and the distribution of
the rights dividend coincided with the expiration of a similar Rights Agreement
first adopted by Immucor in 1989 and thereby replaced the former Rights
Agreement.
The Rights Agreement, which is similar to agreements adopted by many other U.S.
companies, is designed to enable Immucor shareholders to realize the full value
of their investment and to provide for fair and equal treatment for all
shareholders in the event that an unsolicited attempt is made to acquire
Immucor. The adoption of the Rights Agreement was intended as a means to guard
against abusive takeover tactics and is not in response to any particular
proposal. The Rights cause substantial dilution to any person or group that
attempts to acquire the Company on terms not approved by the Board of Directors,
except pursuant to an offer conditioned on a substantial number of Rights being
acquired.
The Rights become exercisable only if a person acquires or makes an offer to
acquire 20 percent or more of the Company's Common Stock without the approval of
the Company's Board of Directors. If a person acquires 20 percent or more of
Immucor's Common Stock without such approval, then all Rights holders except the
person purchasing or offering to purchase 20% or more of the Company's Common
Stock (and certain other persons, in certain circumstances) will have the right
to buy Immucor Common Stock from Immucor at a significant discount. If the
Rights are triggered, the immediate effect is to dilute such person's ownership
of the Company. Even if the Rights are never triggered, the Rights are believed
to have the effect of discouraging persons from making or attempting to make
acquisitions of 20% or more of Immucor's Common Stock without negotiating
directly with Immucor's Board of Directors.
The proposed amendments generally will not affect the Rights. However, to deter
unsolicited takeovers, the Rights require the availability of a larger amount of
authorized but unissued stock, and the proposed authorization of additional
Common Stock in Proposal Three is expected to facilitate the operation of the
Rights Agreement should the Rights ever be triggered.
Immucor's Articles of Incorporation and Bylaws contain other provisions that may
have relevance in a contest for control of the Company but which probably are
not properly characterized as takeover defenses. For example, Immucor's Bylaws
contain procedural requirements with respect to proposals by shareholders or
nominations for directors at special or annual meetings. Additionally, certain
officers and employees of the Company have employment agreements with the
Company that require the Company to pay such employee a severance payment in the
event the Company suffers a change of control and their employment terminates,
whether voluntarily or involuntarily.
Other Matters
The Company's Articles of Incorporation do not permit cumulative voting in the
election of Directors. Accordingly, the holders of a plurality of the votes cast
by the shares entitled to vote in the election at a meeting of shareholders at
which a quorum is present can elect all of the Directors then being elected.
No member of the Board of Directors has an interest in any matter being acted
upon that is not shared on a pro rata basis by all shareholders, except for the
fact that Proposals Two and Three may have the effect of making it more
difficult for such directors to be removed from the Board of Directors.
<PAGE>
The proposed amendments are permitted under the GBCC and are consistent with the
rules of the NASDAQ National Market System, upon which the Company's Common
Stock is traded. The amendments are not the result of any specific efforts of
which the Company is aware to accumulate the Company's securities or to obtain
control of the Company. The Board, which unanimously approved each amendment and
recommended that they be submitted to the Company's shareholders for adoption,
does not presently contemplate recommending the adoption of any further
amendments (beyond those proposed in this proxy statement) to the Articles of
Incorporation or the Bylaws which would affect the ability of third parties to
take over or change control of the Company. However, the Board of Directors may
wish in the future to review the advisability of adopting other measures that
may effect takeovers in the context of applicable law and judicial decisions.
<PAGE>
Proposal Two--To amend the Articles of Incorporation to Divide the Board of
Directors into Three Classes.
Background
The Bylaws now provide that the Board of Directors shall be comprised of eight
(8) Directors and that all Directors are to be elected to the Company's Board of
Directors annually for a term of one year. The proposed amendment to the Ninth
Article of the Articles of Incorporation provides that the Board shall be
divided into three classes of directors, each consisting as nearly as possible
of one-third of the Board, and for one-third of the Board to be elected each
year. In addition, the proposed amendment provides that any vacancy in the Board
of Directors resulting from the death, resignation or retirement of a director,
or any other cause shall be filled by a majority vote of the remaining
directors, though less than a quorum, for a term corresponding to the unexpired
term of his predecessor in office. In addition, the GBCC would allow
shareholders to fill any such vacancy at the next annual meeting or at a special
meeting duly convened for such purpose.
Effect of the Amendment
If the proposed amendments are adopted, the Company's directors will be divided
into three classes. This will be accomplished at the 2000 Annual Meeting by
electing two directors to serve (for a 1-year term) until the 2001 Annual
Meeting, by electing three directors to serve (for a 2-year term) until the 2002
Annual Meeting, and by electing the remaining three directors to serve (for a
3-year term) until the 2003 Annual Meeting (in each case, until their respective
successors are duly elected and qualified). Starting with the 2001 Annual
Meeting, only directors of the class whose term is expiring would stand for
election, and upon election each such director would serve a three-year term. In
other words, eventually only one-third of the Board of Directors would stand for
election each year, but would be elected for terms of three years. Since a
change in a majority of the Board of Directors could only be accomplished after
two successive annual meetings of shareholders, the staggered board of directors
provides a degree of continuity of management and the policies formulated by the
Board.
The Board of Directors would retain the ability to determine the number of
directors within the limits prescribed by the Articles of Incorporation and
Bylaws. Presently, the Bylaws limit the size of the board of directors to 13
directors. In the event that the shareholders approve the staggered board of
directors, the Georgia Business Corporation Code will require that any future
increase or decrease in the number of directors be apportioned among the classes
so as to make all classes as nearly equal as possible. Pursuant to the Georgia
Business Corporation Code, a decrease in the number of directors will not
shorten an incumbent director's term of office.
The proposed amendment to the Company's Articles of incorporation will not give
persons who dissent from the proposal the right under applicable corporate law
to demand payment for their shares.
Reasons for the Amendment
The Board of Directors believes that the adoption of Proposal Two is
advantageous to the Company and its shareholders for a number of reasons. Public
companies are potentially subject to attempts by various individuals and
entities to acquire significant minority positions in the company with the
intent either of obtaining actual control of the company by electing their own
slate of directors, or of achieving some other goal, such as the repurchase of
their shares by the company at a premium. Public companies also are potentially
subject to inadequately priced or coercive bids for control through majority
share ownership. These prospective acquirors may be in a position to elect a
company's entire Board of Directors through a proxy contest or otherwise, even
though they do not own a majority of the company's outstanding shares at the
time.
Advantages and Disadvantages
If Proposal Two is approved, a potential acquiror generally could not change a
majority of the Company's directors until after two annual meetings of
shareholders, unless such directors were removed for cause. By providing this
additional time to the Board of Directors and eliminating the possibility of
rapid removal of the Board, the directors of the Company will have the necessary
time to most effectively satisfy their responsibility to the Company's
shareholders to evaluate any proposal and to assess and develop alternatives
without the pressure created by the threat of imminent removal. In addition,
Proposal Two, by providing that directors will serve three-year terms rather
than one-year terms, will enhance continuity and stability in the composition of
the Company's Board of Directors and in the policies formulated by the Board. As
a result, at any given time a majority of the Board of Directors will be
knowledgeable and experienced about the Company and its business. The Board
believes that this, in turn, will permit it to more effectively represent the
interests of all shareholders, including responding to demands or actions by any
shareholder or group.
For the same reasons, however, the adoption of Proposal Two may also deter
certain mergers, tender offers or other takeover attempts which some or a
majority of holders of the Company's voting stock may deem to be in their best
interests. The proposed system of electing directors may make it more difficult
for shareholders to change directors even where this may be considered
desirable. Similarly, due to the smaller number of directors to be elected at
each annual meeting the holders of a minority of the shares would be in a less
favorable position to elect even a single director. Finally, it is important to
note that the proposal would affect how directors of the Company are elected
every year, whether or not the Company is threatened by a hostile takeover.
Other Matters
The Board of Directors has no knowledge of any present effort to gain control of
the Company or to organize a proxy contest. In addition, there has been no
problem in the past or at the present time with the continuity or stability of
the Board of Directors. However, the Board of Directors believes that adopting
Proposal Two is prudent, advantageous and in the best interests of shareholders
because it will give the Board more time to fulfill its responsibilities to
shareholders and it will provide greater assurance of continuity and stability
in the composition and policies of the Board of Directors. The Board of
Directors also believes such advantages outweigh any disadvantage relating to
discouraging potential acquirors from attempting to obtain control of the
Company.
The Board of Directors unanimously approved the proposed amendment. Adoption of
the proposed amendment requires the affirmative vote of a majority of the votes
entitled to be cast at the Annual Meeting. The Board of Directors recommends
that shareholders vote "FOR" the proposed amendment.
<PAGE>
Proposal Three--To Amend the Articles of Incorporation To Authorize the Issuance
of Additional Shares of Common Stock.
The Board of Directors has proposed an amendment to the Fifth Article of the
Articles of Incorporation which would increase the number of authorized shares
of Common Stock from 30 million shares to 45 million shares. Presently, the
Company is authorized to issue 30 million shares of common stock, $.10 par value
("Common Stock"), and no shares of preferred stock. As of the close of business
on September 21, 2000, there were 7,277,617 shares of Common Stock outstanding,
and an additional 3,655,811 shares were held in the Company's treasury. If the
amendment is adopted, and based on the number of outstanding shares of Common
Stock as of the close of business on September 21, 2000, there will be
34,066,572 shares of Common Stock generally available for issuance.
Upon adoption of the amendment, the Board of Directors will, without further
action by the shareholders, unless otherwise required by law or the rules of the
NASDAQ National Market, be authorized to issue such Common Stock at such times,
for such purposes, and for such consideration as the Board of Directors may
determine. However, presently there are a total of 3,113,697 shares of Common
Stock reserved for issuance under the Company's various stock option plans and
in connection with warrants issued in connection with the Company's acquisition
of Dominion Biologicals in 1996. In addition, a large number of these authorized
but unissued shares are needed in order for the Company's shareholder rights
agreement to operate as intended, as described in greater detail below.
Reasons for the Proposed Amendment
The Board of Directors of the Company believes that it is desirable to have
additional authorized shares of Common Stock available for possible future
financing and acquisition transactions, stock dividends or splits, employee
benefit plans and other general corporate purposes. First, the Board expects
that the ability to issue such shares will enhance the Company's ability to
pursue acquisition activities by offering alternative methods to finance such
activities. For example, the Company might finance an acquisition in whole or in
part by issuing Common Stock to the company being acquired, to the shareholders
of the company being acquired, or to a financial institution in exchange for
cash which could then be used for such acquisition. The Company, however, has no
present plans to pursue acquisition activities and has not yet decided to
acquire any particular company. Nor does the Company have any present plan or
commitment to issue any Common Stock.
Presently, the authorized but unissued common shares are insufficient to
completely utilize the Company's Shareholder Rights Plan. The authorization of
Common Stock will enhance the Company's takeover defenses because the Board of
Directors can issue such Common Stock in the future to persons it chooses for
such consideration as determined by the Board of Directors. This ability can be
a powerful tool in defending a hostile takeover. For example, the Board could
issue Common Stock to an investor that is friendly to the incumbent directors
and who could be expected to vote against a particular takeover proposal; the
issuance of a sufficiently large block of Common Stock to such a shareholder
could in effect block a particular transaction. In addition, if a potential
acquiror has already obtained a large block of the Company's stock, the Board of
Directors could issue Common Stock and dilute such person's interests in the
Company. See "The Company's Other Anti-Takeover Defenses," (page 15).
Effects of the Proposed Amendment
The proposed amendment would authorize the Board of Directors to issue Common
Stock from time to time. The issuance of Common Stock could dilute both the
voting power and the economic value of the outstanding Common Stock. The
issuance of Common Stock also may result in a dilution of earnings per share of
the Common Stock.
Having such additional authorized shares of Common Stock available for issuance
in the future will give the Company greater flexibility and may allow such
shares to be issued without the expense and delay of a special shareholders
meeting.
<PAGE>
However, while the Board of Directors is of the opinion that the proposed
Amendment is in the best interests of the Company, the Board recognizes that
there may be some disadvantages. The authorization of new shares of Common Stock
will not, by itself, have any effect on the rights of holders of shares of
Common Stock. Nevertheless, the issuance of one or more series of Common Stock
could affect the holders of shares of the Common Stock in a number of respects.
For example, the voting power of the outstanding Common Stock will be diluted to
the extent additional shares of Common Stock are issued in the future. Also, the
issuance of Common Stock may result in a dilution of earnings per share of the
Common Stock.
Further, the additional stock authorized by this proposed amendment could be
issued by the Company, within the limits imposed by applicable law and the rules
of the NASD, and used to discourage or defeat an attempt to change control of
the Company. For example, the Company could privately place shares with
purchasers who might side with the Board of Directors in opposing a hostile bid.
In addition, the shares of Common Stock may be issued in the event that the
Rights issued in connection with the Company's Shareholder Rights Agreement are
exercised.
There are no pre-emptive rights relating to the Company's Stock.
The proposed amendment to the Company's Articles of incorporation will not give
persons who dissent from the proposal the right under applicable corporate law
to demand payment for their shares.
The Company has no present intention to issue any shares of Common Stock should
the shareholders approve the amendment authorizing the issuance of additional
Common Stock.
The Board of Directors unanimously approved the proposed amendment. Adoption of
the proposed amendment requires the affirmative vote of a majority of the votes
entitled to be cast at the Annual Meeting. The Board of Directors recommends
that shareholders vote "FOR" the proposed amendment.
<PAGE>
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, 2000.
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. The Company has not yet selected anyone to act
as the Company's independent certified public accountants for its fiscal year
ending May 31, 2001. 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, 2000, including financial statements and schedules
thereto, to any record or beneficial owner of its Common Stock as of the close
of business on September 21, 2000, who requests a copy of such report. Any
request for the Form 10-K should be made in writing and addressed to: Steven C.
Ramsey, Vice President - Chief Financial Officer and Secretary, 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 at the close of
business on September 21, 2000, 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 2001 annual
meeting must be received by the Company no later than July 7, 2001 in order to
be considered for inclusion in the Company's Proxy Statement and form of Proxy
for that meeting. If a proposal intended to be presented by a shareholder at the
2001 annual meeting, for which the shareholder does not seek inclusion in the
Company's Proxy Statement and form of Proxy for that meeting, is not received by
the Company by September 5, 2001, then the management proxies appointed in the
enclosed Proxy will be allowed to use their discretionary voting authority with
respect to the proposal.
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
STEVEN C. RAMSEY,
Secretary
October 26, 2000
<PAGE>
Appendix A
REVOCABLE PROXY
IMMUCOR, INC.
ANNUAL MEETING OF SHAREHOLDERS--NOVEMBER 30, 2000
The undersigned shareholder(s) of Immucor, Inc. (the "Company") hereby
appoints, constitutes and nominates Edward L. Gallup and Ralph A. Eatz, and each
of them, the attorney, agent and proxy of the undersigned, with individual power
of substitution, to vote all shares of the Company which the undersigned is
entitled to vote at the Annual Meeting of Shareholders to be held on Thursday,
November 30, 2000, at 10:00 a.m., local time, at the Holiday Inn
Select-Peachtree Corners, 6050 Peachtree Industrial Blvd., Norcross, Georgia
30071, and any and all adjournments thereof, as fully and with the same force
and effect as the undersigned might or could do if personally present thereat,
as follows:
1. ELECTION OF DIRECTORS. To elect the following eight people as directors
as follows: (a) if Proposal Number Two (Classified Board) is approved, to elect
Daniel T. McKeithan and Gioacchino De Chirico to serve until the annual meeting
of shareholders in 2001, to elect G. Bruce Papesh, Joseph E. Rosen, and Ralph A.
Eatz to serve until the annual meeting of shareholders in 2002, and to elect
Didier L. Lanson, Dennis M. Smith, Jr., M.D. and Edward L. Gallup to serve until
the annual meeting of shareholders in 2003; or (b) if Proposal Number Two is not
approved, to elect Ralph A. Eatz, Edward L. Gallup, Gioacchino De Chirico,
Didier L. Lanson, Daniel T. McKeithan, G. Bruce Papesh, Joseph E. Rosen, and
Dennis M. Smith, Jr., M.D. to serve until the next annual meeting and until
their successors are qualified.
[__] FOR [__] AGAINST [__] For All Except
(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. Any proxy card executed in such a manner as to not withhold authority to
vote for the election of any nominee shall be deemed to grant authority to vote
"For" such nominee.)
2. CLASSIFIED BOARD. To approve an amendment to the Company's articles of
incorporation (the "Articles of Incorporation") to divide the Board of
Directors into three classes.
[__] FOR [__] AGAINST [__] ABSTAIN
3. COMMON STOCK. To approve an amendment to the Company's Articles of
Incorporation to increase the authorized number of shares of Common
Stock from 30,000,000 to 45,000,000.
[__] FOR [__] AGAINST [__] ABSTAIN
4. OTHER BUSINESS. To transact such other business as may properly come
before the Annual Meeting and any adjournment or adjournments thereof.
The Board of Directors recommends a vote FOR each of the foregoing
proposals. If any other business is properly presented at the Annual
Meeting, this Proxy shall be voted in accordance with the judgment of
the proxy holders.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED ABOVE. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THE
ABOVE-NAMED PROXIES AT THE DIRECTION OF A MAJORITY OF THE BOARD OF DIRECTORS.
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED
PRIOR TO ITS USE. Should the undersigned be present and elect to vote at the
Meeting or at any adjournment thereof and after notification to the Secretary of
the Company at the Meeting of the stockholder's decision to terminate this
proxy, then the power of said attorneys and proxies shall be deemed terminated
and of no further force or effect. This proxy may also be revoked by sending
written notice to the Secretary of the Company at the address set forth on the
Notice of Annual meeting of Stockholders, or by the filing of a later proxy
statement prior to a vote being taken on a particular proposal at the Meeting.
The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of a Notice of the Meeting and a proxy statement dated October 26,
2000.
Dated: _________________, 2000 [__] Check Box if You Plan
to Attend Meeting
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PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
------------------------------ ------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title. If
shares are held jointly, each holder should sign.
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Please complete and date this proxy and return it promptly in the enclosed
postage-prepaid envelope.
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<PAGE>
Exhibit A--Text of Proposed amendments to the Articles of Incorporation
ARTICLES OF INCORPORATION
OF
IMMUCOR, INC.
(Composite as of December 22, 1989 Restated as of _________, 2000,
unless otherwise noted) ==============================
First: The name of the corporation is IMMUCOR, INC.
Second: The corporation is organized pursuant to the provisions of the Georgia
Business Corporation Code.
Third: The period of its duration is perpetual.
Fourth: The purpose or purposes for which the corporation is organized are:
All lawful purposes, including, but not limited to, manufacturing and
sale of diagnostic blood bank reagents.
FIFTH: The corporation shall have authority, exercisable by its Board
of Directors, to issue not more than 30,000,000 45,000,000 shares of common
voting stock of $.10 par value per share (the "Common Stock").
The corporation shall have the authority to acquire shares of its
capital stock out of its unreserved and unrestricted earned surplus and capital
surplus available therefor as otherwise provided by law.
SIXTH: The corporation will not commence business until it has
received the sum of five hundred dollars ($500.00) as consideration for the
issuance of shares.
SEVENTH: The address of the initial registered office of the
corporation is 2 Peachtree Street, N.W., c/o CT Corporation System, Atlanta,
Georgia 30383 and the name of its initial registered agent at such address is CT
Corporation System.
EIGHTH: No shareholder of this corporation shall by reason of his
holding shares of any class have any preemptive or preferential right to
purchase or subscribe to any shares of any class of this corporation, now or
hereafter to be authorized, or any notes, debentures, bonds, or other securities
convertible into or carrying options or warrants to purchase shares of any
class, now or hereafter to be authorized.
NINTH: The number of directors constituting the board of directors shall be
Four; and the names and addresses of each person who is to serve as a member
thereof are: Earl W. Brian, M.D., 11 Hanover Square, New York, New York 10005;
Edward L. Gallup, 6204 Park Avenue, Atlanta, Georgia, 30342; Ralph A. Eatz, 210
Smoke Rise Circle, Marietta, Georgia, 30367; Roy L. Cameron, Jr., 258 Kings
Highway East, Haddonfield, New Jersey, 08033 determined by resolution of the
board of directors in accordance with the bylaws, but shall be no more than
thirteen nor fewer than three. The board of directors shall be divided into
three classes as nearly equal in number as possible with respect to the first
time for which they shall severally hold office. Directors of the First Class
chosen shall hold office until the first annual meeting of the shareholders
following their election; directors of the Second Class first chosen shall hold
office until the second annual meeting following their election; and directors
of the Third Class first chosen shall hold office until the third annual meeting
following their election. At each annual meeting of shareholders held
thereafter, directors shall be chosen for a term of three (3) years to succeed
those whose terms expire. Any vacancy in the Board of Directors resulting from
the death, resignation or retirement of a director, or any other cause shall be
filled by a majority vote of the remaining directors, though less than a quorum,
for a term corresponding to the unexpired term of his predecessor in office. Any
increase or decrease in the number of directors shall be so apportioned among
the classes as to make all classes authorized by the requisite vote of
shareholders as nearly equal in number as possible.
TENTH: The names and addresses of the incorporators are:
NAMES ADDRESSES
B. J. Verdon 123 South Broad Street
Philadelphia, Pennsylvania 19109
George Lewis 123 South Broad Street
Philadelphia, Pennsylvania 19109
Timothy F. O'Connell 123 South Broad Street
Philadelphia, Pennsylvania 19109
ELEVENTH: The personal liability of a director of the corporation to
the corporation or its shareholders for monetary damages for breach of duty of
care or other duty as a director shall be limited to an amount not exceeding
said director's compensation for services as a director during the twelve-month
period immediately preceding such breach, except that a director's liability
shall not be so limited for
(i) any appropriation, in violation of the director's duties, of any
business opportunity of the corporation,
(ii) acts or omissions which involved intentional misconduct or a knowing
violation of law,
(iii) liability under Section 14-2-832 (or any successor provision or
redesignation thereof) of the Georgia Business Corporation Code, and
(iv) any transaction from which the director derived an improper personal
benefit.
For purposes of this Article Eleventh, a director's compensation for
serving as a director shall not include amounts received as reimbursement for
expenses, or for services as an officer, employee or agent.
If at any time the Georgia Business Corporation Code shall have been
amended to authorize the further elimination or limitation of the liability of a
director, then the liability of each director of the corporation shall be
eliminated or limited to the fullest extent permitted by such Code, as so
amended, without further action by the shareholders, unless the provisions of
the Georgia Business Corporation Code, as amended, require further action by the
shareholders.
Any repeal or modification of the foregoing provisions of this Article
Eleventh shall not adversely affect the elimination or limitation of liability
or alleged liability of any director of the corporation pursuant to Article
Eleventh as in effect prior to such repeal or modification, for or with respect
to any acts or omissions of such director prior to such repeal or modification.
