<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant X
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
X Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to 240.14a-11(c) or
240.14a-12
Synthetech, Inc.
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Investment Company Act Rule 20a-1(c)
$500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
CALCULATION OF FILING FEE
Per unit price
or other Proposed
Title of each Aggregate underlying maximum
class of number of value of aggregate
securities to securities to transaction value of Total Fee
which which computed transaction: Paid
transaction transaction pursuant to
applies: applies: Exchange
Act Rule 0-11:
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.
Amount Previously Paid: Filing Party:
Form, Schedule or
Registration Statement No.: Date Filed:
<PAGE>
SYNTHETECH, INC.
1290 Industrial Way
Albany, Oregon 97321
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 18, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of the
Shareholders of Synthetech, Inc., an Oregon corporation (the
"Company"), will be held at the Portland Hilton, 921 S.W. Sixth
Avenue, Portland, Oregon on July 18, 1996, at 1:30 p.m., Pacific
Time, for the following purposes:
1. To elect a Board of four directors for the ensuing
year.
2. To transact such other business as may properly come
before the meeting or any adjournments thereof.
The foregoing items of business are more fully described in
the Proxy Statement accompanying this Notice.
Only holders of record of the Company's Common Stock at the
close of business on June 12, 1996 will be entitled to notice of
and to vote at the Annual Meeting and any adjournments or
postponements thereof. A list of such shareholders will be
available for the inspection of any shareholder, for any purpose
germane to the meeting, at least 10 days prior to the Annual
Meeting at the offices of the Company at 1290 Industrial Way,
Albany, Oregon.
To assure their representation at the meeting, shareholders
are urged to mark, sign, date and return the enclosed proxy as
promptly as possible, even if they plan to attend the meeting.
Any shareholder attending the meeting may vote in person, even if
he or she has returned a proxy, if the proxy is revoked in the
manner described in the accompanying Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS,
Charles B. Williams
Secretary
June 7, 1996
Albany, Oregon
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND
THIS MEETING IN PERSON, PLEASE EXECUTE THE ENCLOSED PROXY AND
RETURN IT SO THAT YOUR SHARES WILL BE VOTED. IN THE EVENT YOU
ARE PRESENT AT THE MEETING AND WISH TO DO SO, YOU MAY WITHDRAW
YOUR PROXY AND VOTE IN PERSON.
<PAGE>
SYNTHETECH, INC.
1290 Industrial Way
Albany, Oregon 97321
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation of proxies on behalf of the Board of Directors of
Synthetech, Inc., an Oregon corporation (the "Company"), for use
at the Annual Meeting of Shareholders which will be held on
July 18, 1996 at 1:30 p.m., Pacific Time at the Portland Hilton,
921 S.W. Sixth Avenue, Portland, Oregon. This Proxy Statement
and the accompanying Notice of Annual Meeting of Shareholders
(the "Notice") and form of proxy card were first mailed to
shareholders on or about June 17, 1996.
PROXIES
The cost of soliciting proxies will be borne by the Company.
In addition, the Company may reimburse brokerage firms and other
persons representing beneficial owners of shares for their
expenses in forwarding solicitation materials to such beneficial
owners. Proxies may also be solicited by certain of the
Company's directors, officers and regular employees, without
additional compensation, personally or by telephone or telegram.
Please MARK, SIGN and DATE the enclosed proxy card and
RETURN it promptly in the enclosed envelope provided for this
purpose.
REVOCATION OF PROXIES
Any shareholder returning the accompanying proxy may revoke
such proxy at any time prior to its exercise: (i) by giving
written notice to the Company of such revocation; (ii) by voting
in person at the meeting; or (iii) by executing and delivering to
the Secretary of the Company a proxy dated a later date.
ACTION TO BE TAKEN UNDER PROXIES
The shares represented by proxies in the form solicited by
the Board of Directors of the Company will be voted at the Annual
Meeting if the proxy is properly executed and is returned to the
Secretary of the Company prior to the Annual Meeting. Where a
choice is specified with respect to the matter being voted upon,
the shares represented by the proxy will be voted in accordance
with such specification. The proxy may specify approval of all
nominees for directors of the Company, or may withhold approval
to vote for any or all of the nominees presented. If no
specification is indicated, such shares will be voted in favor of
the nominees for directors.
<PAGE>
Although the Company is not aware of any matters to be voted
upon at the meeting other than as stated herein and in the
accompanying Notice of Annual Meeting of Shareholders, if any
other matters are properly brought before the Annual Meeting, the
enclosed proxy gives discretionary authority to the persons named
in such proxy to vote the shares with respect to any of such
matters.
OUTSTANDING COMMON STOCK
On June 12, 1996, the record date for shareholders entitled
to vote at the Annual Meeting, the Company had outstanding
13,543,236 shares of common stock, par value $.001 per share (the
"Common Stock"), each share of which entitles the holder to one
vote at the Annual Meeting. Only shareholders of record at the
close of business on June 12, 1996, are entitled to notice of,
and to vote at, the Annual Meeting.
QUORUM, VOTING
The presence of a majority of the total number of
outstanding shares of Common Stock entitled to vote at the Annual
Meeting, either in person or by proxy, is required to constitute
a quorum at the Annual Meeting.
On all matters submitted to a vote of the shareholders at
the Annual Meeting, each shareholder shall be entitled to one
vote for each share of Common Stock owned of record by such
shareholder at the close of business on June 12, 1996.
If you find it inconvenient to attend the meeting in person,
your stock will be represented and voted if you will execute and
mail the enclosed proxy card. Management urges each shareholder
to attend the meeting or to sign and promptly return the enclosed
proxy card.
PRINCIPAL OWNERS OF COMMON STOCK
The following table sets forth the number of shares of
Common Stock and percentage of outstanding shares of Common Stock
of the Company owned as of April 25, 1996, by persons who hold of
record or are known to beneficially own 5% or more of the
outstanding common stock of the Company, each director of the
Company, the officers and an employee and all officers and
directors as a group.
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Address of Amount and Percent
Beneficial Owner Nature of of
Beneficial Class
Ownership
Paul C. Ahrens 1,551,491 11.5%
1290 Industrial Way
Albany, OR
Michael A. Mitton 978,799 7.2%
Suite 22
6300 Estate Frydenhoj
416-1
St. Thomas, U.S.V.I.
M. ("Sreeni") 641,100(1) 4.7%(2)
Sreenivasan
1290 Industrial Way
Albany, OR
2
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Name and Address of Amount and Percent
Beneficial Owner Nature of of
Beneficial Class
Ownership
Howard L. Farkas 50,000 *
5460 South Quebec
Street
Suite 300
Englewood, CO
Page E. Golsan, III 38,000(3) *
3205 Canterbury Drive,
South
Salem, OR
JB Partners 2,000,000 14.8%
919 Third Avenue
New York, NY
Philip L. Knutson, 406,040(4) 3.0%(2)
Ph.D.
1290 Industrial Way
Albany, OR
Charles B. Williams 272,195(5) 2.0%
1290 Industrial Way
Albany, OR
Jay A. Bouwens 7,500(6) *
1290 Industrial Way
Albany, OR
All Officers and 2,958,826(3)(4)(5) 21.1%(2)
Directors as
a Group (6 persons)
</TABLE>
______________________
*less than 1%.
(1) Includes 219,000 shares of common stock which Mr.
Sreenivasan has the right to acquire immediately or within
sixty (60) days pursuant to employee stock options. Excludes
33,000 shares of common stock issuable pursuant to stock
options held by Mr. Sreenivasan which are not exercisable now
or within sixty (60) days.
(2) The denominator used in calculating the percentage is
equal to the number of shares outstanding plus the number of
shares the beneficial owner (or group of beneficial owners) has
a right to acquire immediately or within sixty days pursuant to
warrants or options.
(3) Includes 25,000 shares of common stock issuable under a
warrant.
(4) Includes 168,240 shares of common stock which Dr. Knutson
has the right to acquire immediately or within sixty (60) days
pursuant to employee stock options. Excludes 25,000 shares of
common stock issuable pursuant to stock options held by Dr.
Knutson which are not exercisable now or within sixty (60)
days.
(5) Includes 105,720 shares of common stock which Mr. Williams
has the right to acquire immediately or within sixty (60) days
pursuant to employee stock options. Excludes 17,000 shares of
common stock issuable pursuant to stock options held by Mr.
Williams which are not exercisable now or within sixty (60)
days.
(6) Includes 7,500 shares of common stock which Mr. Bouwens
has the right to acquire immediately or within sixty (60) days
pursuant to employee stock options. Excludes 7,500 shares of
common stock issuable pursuant to stock options held by Mr.
Bouwens which are not exercisable now or within sixty (60)
days.
ELECTION OF DIRECTORS
There are currently four board positions on the Company's
Board of Directors. The Company has nominated four directors for
election at the Annual Meeting. The Company is currently looking
3
<PAGE>
for an additional director but it does not expect to have
selected a nominee by the time of the Annual Meeting.
If any of the four nominees for directors become unavailable
for any reason (which is not now anticipated), the proxies will
vote the shares represented by each proxy for such substitute
nominee approved by the Board of Directors. All nominees are now
directors of the Company. The directors will be elected to hold
office until the next Annual Meeting of Shareholders and the
election and qualification of successors.
The name and age of each nominee for director, their
principal positions and offices held in the Company, and the
period of time each director has served as a director of the
Company are set forth below:
<TABLE>
<CAPTION>
<S> <C>
Name, Age & Position Held Director of
with the Company the
Company
Since
Paul C. Ahrens (44) 1981
Chairman of the Board
Howard L. Farkas (72) 1985
Director
Page E. Golsan, III (58) 1991
Director
M. ("Sreeni") Sreenivasan 1995
(47) President and Chief
Executive Officer
</TABLE>
The following is a brief account of the business experience
of each nominee.
Paul C. Ahrens. Mr. Ahrens has been a Director of the
Company since its inception in 1981 and became Chairman of the
Board effective March 31, 1995. Mr. Ahrens, a founder of the
Company, served as President and Chief Executive Officer from
1989 through March 1995. From 1981 through 1989 he was the Vice
President of Technology. He also served as Secretary of the
Company from 1981 through March 1995. From September 1979 to
September 1980, Mr. Ahrens served as Vice President of
Engineering of Colorado Organic Chemical Company, an organic
chemical manufacturing company located in Commerce City,
Colorado. Prior thereto, Mr. Ahrens spent five years with Allied
Chemical and CIBA-Geigy in various engineering and research
capacities. Mr. Ahrens holds B.S. and M.S. degrees in Chemical
Engineering from M.I.T.
Howard L. Farkas. Mr. Farkas has served as a Director of
the Company since 1985. He is the President of Farkas Group,
Inc., successor to Farkas Realty, which is engaged in general
real estate brokerage and management activities since 1981 and a
managing director in Manistee Gas Limited Liability Company,
which is in the gas production and processing business. Since
1986, Mr. Farkas has also served as Secretary and a Director of
Acquisition Industries, Inc., a publicly owned acquisition and
merger company. Mr. Farkas serves as the Chairman of the Board
of Logic Devices, Inc., a Sunnyvale, California company
specializing in CMOS digital signal process semiconductor and
4
<PAGE>
SRAM chips, and as a Director in various natural resource and
other commercial companies. Mr. Farkas is also a vice president
of G.A.S. Corp., which is a general partner of an Oklahoma
limited partnership, Gas Acquisition Services, which filed for
bankruptcy under Chapter 11. Though not presently in public or
private practice, he has been a certified public accountant since
1951. Mr. Farkas received a B.S. (B.A.) from the University of
Denver.
Page E. Golsan, III. Mr. Golsan has served as a Director of
the Company since October 1991. He is a principal of Golsan
Management Company, an investment advisory company. From 1990 to
1992, Mr. Golsan was a senior advisor with Bane Barham &
Holloway, registered investment advisors under the Investment
Advisor Act of 1940. Since 1990 Mr. Golsan has been President
and Chief Executive Officer of Bridgetown Capital, Inc., an
investment company. From 1987 to 1989 he was the Executive Vice
President of Calumet Industries, Inc., Chicago, Illinois,
(manufacturer and marketer of petro-chemicals and other fine
chemicals). Prior to 1987, he was the President and Chief
Operating Officer of the K&W Products Division (specialty
chemical manufacturing) of Berkshire Hathaway, Inc. Mr. Golsan
also currently serves as a director of Panef Corporation,
Milwaukee, Wisconsin, (a privately-held pharmaceutical and
specialty chemical packaging company). Mr. Golsan holds an M.A.
in Finance from Claremont Graduate School of Business and a
Doctorate in Pharmacy and a B.A. in Chemistry and Zoology, both
from the University of Southern California.
M. "Sreeni" Sreenivasan. Mr. Sreenivasan has served as a
Director of the Company since July 1995. He has served as
President and Chief Executive Officer since March 31, 1995 and as
Chief Operating Officer from 1990 through March 31, 1995. From
1988 to 1990 he was Executive Vice President and General Manager
and from 1987 to 1988 he was Director of Manufacturing.
Previously, he worked for Ruetgers-Nease Chemical Co. (bulk
pharmaceuticals and other fine chemicals) for 13 years in various
technical and manufacturing management capacities, including 7
years as Plant Manager of their Augusta, Georgia plant.
Mr. Sreenivasan received his M.S. in Chemical Engineering from
Bucknell University and his M.B.A. from Penn State University.
In connection with the issuance of common stock and a
warrant to JB Partners, an investment partnership affiliated with
Peter B. Cannell & Co. Inc., a New York investment management
firm, the directors and officers of Synthetech (other than
Mr. Golsan who was not a director at the time) have entered into
an agreement to vote shares of Synthetech owned by them for the
election of a nominee to the Board of Directors selected by JB
Partners. Unless terminated earlier under certain circumstances,
this agreement will continue until 1998. JB Partners has advised
Synthetech that it will not select a nominee for election at the
upcoming Annual Meeting of Shareholders.
During the last fiscal year, there were five meetings of the
Board of Directors and the Board took action by written consent
on one other occasion. During the last fiscal year, each
director was present for more than 75 percent of the aggregate of
(i) the total number of meetings of the Board of Directors and
(ii) the total number of meetings held by all committees of the
Board on which he served.
The Board of Directors has established an Audit Committee,
the current members of which are Howard Farkas and Page Golsan.
The Audit Committee is authorized to meet with management and the
5
<PAGE>
Company's independent public accountants to consider fiscal
accounting matters. The principal functions of the Audit
Committee are to recommend selection of independent accountants
to the Board of Directors and to review the scope and result of
audits. The Audit Committee met once during the last fiscal
year. The Company has also established a Compensation Committee,
the current members of which are Paul Ahrens, Howard Farkas and
Page Golsan. The Compensation Committee is authorized to serve
as the Plan Administrator for the 1995 Incentive Compensation
Plan and to review and set officer compensation. The
Compensation Committee met three times during the last fiscal
year.
The Company's directors do not receive an annual fee for
their service as directors. The Company reimburses directors for
travel and other out-of-pocket expenses of attending meetings.
Consulting and Technology Agreement
In March 1995, Mr. Ahrens resigned his positions as
President and Chief Executive Officer of the Company and became
Chairman of the Board. At that time, Mr. Ahrens established an
independent research and development effort to investigate new
applications of novel amino acids and peptides. In connection
with this transition, the Company and Mr. Ahrens entered into an
agreement (the "Agreement") pursuant to which Mr. Ahrens agreed
to provide consulting services to the Company and to provide the
Company with licensing rights for any invention he might develop
during the year which involved amino acids and/or peptide-based
materials (the "Amino Acid Technology"). In March 1996, at the
conclusion of the consulting services and research period,
Mr. Ahrens advised the Company that he did not intend to continue
further laboratory research. At that time, the Company
requested, and Mr. Ahrens agreed to, an Addendum to the Agreement
to expand the Company's licensing rights to any Amino Acid
Technology that he may discover at any time in the future. The
Company also agreed to reimburse Mr. Ahrens for his expenses
associated with his attendance on behalf of the Company at
technical symposiums.
Executive Officers
Officers are elected annually by the Board of Directors and
serve at the discretion of the Board of Directors. The name and
age of each executive officer (other than Mr. Sreenivasan, who is
listed above), their principal positions and offices held with
the Company, and a brief account of their business experience is
set forth below:
Philip L. Knutson, Ph.D. Dr. Knutson (age 46) has served as
Vice President of Research and Development since June 1988. Dr.
Knutson is responsible for process development, "kilo lab"
production and production support. From July 1986 to June 1988,
he was a Senior Research Chemist with the Company. Prior
thereto, Dr. Knutson was a Senior Research Chemist at Ash
Stevens, Inc. in Detroit, Michigan for 7 years. He received his
B.A. degree from Luther College, Decorah, Iowa and his M.A. and
Ph.D. in Organic Chemistry from the University of Missouri -
Columbia.
Charles B. Williams. Mr. Williams (age 49) has served as
Vice President of Administration and Finance and Treasurer since
January 1990. In March, 1995, he became the Secretary of the
Company and in July 1995 he also became Chief Financial Officer.
He is responsible for accounting, administration, finance,
6
<PAGE>
personnel and information systems. From 1988 to 1990,
Mr. Williams served as the Controller. Prior thereto, he was
Controller for White's Electronics, Inc. of Sweet Home, Oregon
for 5 years. His responsibilities at White's Electronics
included accounting, data processing, personnel and finance. From
1976 to 1983, he held several accounting and financial positions
with Teledyne Wah Chang, a metals producer in Albany, Oregon.
Mr. Williams earned his B.S. in Economics and M.B.A. from Oregon
State University.
EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
The following table provides certain summary information
concerning compensation paid by the Company to those persons who
were at March 31, 1996, the Company's Chief Executive Officer,
the two other executive officers of the Company and one other
Company employee whose salary and bonus exceeded $100,000 during
the last fiscal year (the "Named Persons ") for the fiscal years
ended March 31, 1996, 1995 and 1994:
<TABLE>
<CAPTION>
Summary Compensation Table
<S> <C> <C> <C> <C> <C>
Long-Term All Other
Compensation Compensation($)(2)
Annual Compensation
Name and
Principal Year Salary Bonus Stock
Position (1) ($) ($) Options (#)
M. ("Sreeni") 1996 132,000 60,000 66,000 3,203
Sreenivasan 1995 113,400 28,000 52,000 4,688
President & 1994 108,000 7,500 73,000 4,827
Chief Executive
Officer
Philip L. 1996 95,000 43,000 50,000 3,531
Knutson 1995 87,150 24,000 40,000 4,672
Vice President 1994 83,000 7,000 56,240 4,755
of Research and
Development
Charles B. 1996 75,000 35,000 34,000 3,122
Williams 1995 67,200 20,000 25,000 3,130
Vice President 1994 64,000 6,000 34,720 3,800
of Finance and
Administration
Jay A. Bouwens 1996 74,000 35,000 15,000 1,863
Director of 1995 34,149(3) 8,750(3) --- ---
Manufacturing
</TABLE>
_______________________
(1) Fiscal year ended March 31.
(2)Represents Company contributions to the account of the Named
Persons under the Company's 401(k) plan.
(3)Mr. Bouwens was hired in September 1994.
7
<PAGE>
Stock Option Grants in Last Fiscal Year
The following table provides information, with respect to the
Named Persons, concerning the grant of stock options during
fiscal year 1996.
<TABLE>
<CAPTION>
Stock Options Grants in the Last Fiscal Year(1)
<S> <C> <C> <C> <C> <C>
% of
Total Fair
Options Options Exercise Market
Name Granted Granted or Value Expiration
(#) to Base at Date Date
Employees Price of
in ($/Sh) Grant(3)
Fiscal
Year(2) ($)
M. ("Sreeni") 66,000 25% $2.84 $2.84 May 2000
Sreenivasan
Philip L. 50,000 19% $2.84 $2.84 May 2000
Knutson
Charles B. 34,000 13% $2.84 $2.84 May 2000
Williams
Jay A. Bouwens 10,000 4% $2.84 $2.84 May 2000
5,000 2% $0.30 $2.91 May 2005
</TABLE>
(1) The Company has not granted any stock appreciation rights
(SARs).
(2) Based on an aggregate of 269,000 options being granted to
all employees during the fiscal year ended March 31, 1996.
(3) The average of closing bid and asked prices on the date of
grant.
Stock Option Exercises in Last Fiscal Year and Fiscal Year-End
Stock Option Values
The following table provides information, with respect to the
Named Persons, concerning the options granted to them during the
last fiscal year and the options held by them at March 31, 1996.
<TABLE>
<CAPTION>
Fiscal Year End Stock Option Value
<S> <C> <C> <C> <C> <C> <C>
Shares
Acquired
on Value Number of Value of
Exercise Realized Unexercised Unexercised In-
Name Options at the-Money
(#) ($) Fiscal Year Options at
End Fiscal Year
End ($)(1)
------- ------- ---------------- ----------------
Exer- Unexer- Exer- Unexer-
cisable cisable cisable cisable
M. ("Sreeni") 145,200 $518,232 160,000 92,000 $945,600 $543,720
Sreenivasan
Philip L. 117,800 $425,650 123,240 70,000 $728,348 $413,700
Knutson
Charles B. 70,400 $251,264 76,220 46,500 $450,460 $274,815
Williams
Jay A. Bouwens --- --- 2,500 12,500 $14,775 $73,875
</TABLE>
(1) The average of the closing bid and asked prices of the
Common Stock on March 31, 1996 was $5.91.
8
<PAGE>
SELECTION OF AUDITORS
The Board of Directors has selected Arthur Andersen LLP as
the Company's independent public accountants for the current
fiscal year. Arthur Andersen LLP has audited the financial
statements of the Company since the fiscal year ended March 31,
1989. It is expected that representatives of Arthur Andersen LLP
will be present at the Annual Meeting, will have the opportunity
to make a statement if they so desire, and will be available to
respond to appropriate questions.
ANNUAL REPORT
The Annual Report to Shareholders covering the Company's
fiscal year ended March 31, 1996, including audited consolidated
financial statements, is transmitted herewith. Such Annual
Report to Shareholders is not a part of the material for the
solicitation of proxies.
SHAREHOLDER PROPOSALS
Shareholders of the Company may submit proposals for
inclusion in the proxy materials for the 1997 Annual Meeting of
Shareholders. The proposals must meet the shareholder
eligibility and other requirements of the Securities and Exchange
Commission. In order for a proper shareholder proposal to be
included in the proxy materials for the 1997 Annual Meeting of
Shareholders, it must be received by the Secretary of the
Company, at its corporate headquarters, 1290 Industrial Way,
Albany, Oregon 97321, not later than February 15, 1997.
OTHER MATTERS
The Board of Directors does not intend to bring any matters
before the Annual Meeting other than those specifically set forth
in the notice of the meeting and knows of no matters to be
brought before the Annual Meeting by others. If any matters
properly come before the Annual Meeting, it is the intention of
the persons named in the accompanying proxy to vote such proxy in
accordance with the judgment of the Board of Directors.
Dated: June 7, 1996 Charles B. Williams, Secretary
9
<PAGE>
PROXY PROXY
SYNTHETECH, INC.
1290 Industrial Way, Albany, OR 97321
Annual Meeting of Shareholders of Synthetech, Inc. to be held on July
18, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder(s) hereby appoint(s) M. ("Sreeni")
Sreenivasan and Charles B. Williams, and either of them, Proxies with
full power of substitution and hereby authorize(s) them to represent and
vote, as designated below, all the shares of Common Stock held of record
by the undersigned on June 12, 1996, at the Annual Meeting of
Shareholders of Synthetech, Inc., to be held on July 18, 1996, or any
adjournments or postponements thereof.
The undersigned hereby authorize(s) the Proxies to vote on the matters
set forth in the Proxy Statement of the Company dated June 7, 1996, as
follows:
ELECTION OF DIRECTORS
[ ] FOR all nominees listed below (except as marked to the
contrary below) or, if any named nominee is unable to serve, for a
substitute nominee.
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below.
Paul C. Ahrens Howard L. Farkas Page E. Golsan, III
M. ("Sreeni") Sreenivasan
IN THEIR DISCRETION, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
PLEASE SIGN ON REVERSE HEREOF AND RETURN THIS PROMPTLY. THANK YOU.
<PAGE>
THE BOARD OF DIRECTORS HAS NOMINATED AND RECOMMENDS A VOTE FOR THE
ELECTION OF PAUL C. AHRENS, HOWARD L. FARKAS, PAGE E. GOLSAN, III,
AND M. ("SREENI") SREENIVASAN AS DIRECTORS.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREON BY THE UNDERSIGNED SHAREHOLDER(S). IF NO CHOICE IS SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF EACH OF THE NOMINEES.
DATE:_________________________________________
SIGNATURE:____________________________________
_______________________________________
SIGNATURE IF HELD
JOINTLY:______________________________________
________________________________________
PLEASE INDICATE ANY CHANGES IN ADDRESS
Please sign name exactly as it appears hereon.
When shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full corporate
name by President or other authorized officer.
If a partnership, please sign in partnership
name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY. THANK YOU.
