BIOCRAFT LABORATORIES, INC.
--------------------
Notice of Annual Meeting of Stockholders
August 8, 1994
--------------------
To the Stockholders
You are cordially invited to attend the Annual Meeting of Biocraft
Laboratories, Inc. (the "Company") to be held at the Marriott at Glenpointe, 400
Frank W. Burr Blvd., Teaneck, New Jersey on August 8, 1994 at 5:00 P.M. (local
time).
The Annual Meeting will be held for the following purposes:
1. To elect three directors to serve for a term of three years.
2. To approve the selection of Ernst & Young as independent auditors for
fiscal 1995.
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
Only stockholders of record at the close of business on June 23, 1994 are
entitled to notice of the meeting and to vote at it or any adjournments thereof.
If it is convenient for you to do so, we hope you will attend the meeting.
If you cannot, and wish your stock to be voted, we urge you to fill out the
enclosed proxy card and return it to us in the envelope provided. No additional
postage is required.
Harold Snyder
Chairman, President and
Chief Executive Officer
Fair Lawn, New Jersey
July 8, 1994
Please date and sign the accompanying Proxy Card and
mail it promptly in the enclosed return envelope
<PAGE>
BIOCRAFT LABORATORIES, INC.
18-01 River Road
Fair Lawn, New Jersey 07410
---------------
PROXY STATEMENT
---------------
The enclosed proxy is solicited by the Board of Directors of Biocraft
Laboratories, Inc. It may be revoked at any time before it is exercised by
delivering a written notice to the Secretary of the Company stating that the
proxy is revoked, by executing a subsequent proxy and presenting it to the
Secretary of the Company or by attending the Annual Meeting and voting in
person. Only stockholders of record at the close of business on June 23, 1994
are entitled to notice of and to vote at the Annual Meeting. As of the close of
business on June 23, 1994, the Company had outstanding 14,132,920 shares of
Common Stock, each share entitled to one vote. It is anticipated that the
mailing to stockholders of this Proxy Statement and the enclosed proxy will
commence on or about July 8, 1994. The presence, in person or by proxy, of
stockholders holding a majority of the outstanding shares of Common Stock
entitled to vote will constitute a quorum at the Annual Meeting. Directors will
be elected at the Annual Meeting by a plurality of the votes cast (i.e., the
three nominees receiving the greatest number of votes will be elected as
directors). Abstentions are counted for purposes of determining the presence or
absence of a quorum at the meeting, and are counted in tabulations of the votes
cast on proposals presented to stockholders.
Proxies will be solicited by mail, and the cost of such solicitation will
be borne by the Company.
PRINCIPAL STOCKHOLDERS
The following table sets forth information regarding the beneficial
ownership of the Common Stock of the Company on June 23, 1994 by each person who
beneficially owns more than 5% of the Common Stock. Unless otherwise indicated,
each stockholder has sole voting and investment power with respect to the shares
owned beneficially by such stockholder.
<TABLE>
Beneficial Ownership
-------------------------
Number of Percent
Shares of Class
---------- --------
<S> <C> <C>
Harold Snyder..................................... 4,285,185 30.3%
18-01 River Road, Fair Lawn, NJ 07410
Beatrice Snyder................................... 4,285,186 30.3
18-01 River Road, Fair Lawn, NJ 07410
</TABLE>
<PAGE>
Security Holdings of Management
Shares of Common
Stock Beneficially Percent
Name Owned on June 23, 1994 (a) of Class (b)
---- -------------------------- ------------
Directors
Harold Snyder........................ 4,285,185 30.3%
Beatrice Snyder...................... 4,285,186 30.3
Beryl L. Snyder...................... 195,209 1.4
Brian S. Snyder...................... 185,700 1.3
Jay T. Snyder........................ 162,400 1.1
Gerard Klein......................... 1,000 *
James J. Rahal, Jr., M.D............. 4,000 *
Madelon DeVoe Talley................. 4,000 *
Marvin M. Thalenberg, M.D............ 3,000 *
G. Harold Welch, Jr.................. 5,355 *
Executive Officers (c)
Melvin Kaufman...................... 700 *
Harmon Aronson...................... 5,150 *
Gerald Moskowitz.................... 700 *
All directors and officers as a group
(consisting of eighteen persons,
seventeen of whom own Common Stock).. 9,140,485 64.6
- ---------
* Less than 1%.
(a) Includes shares of Common Stock which directors and officers have currently
exercisable rights to acquire through the exercise of options, in the amount
of 2,000 shares for Beryl L. Snyder, 700 shares each for Brian S. Snyder and
Jay T. Snyder, 1,000 shares for Mr. Klein, 4,000 shares each for Dr. Rahal
and Ms. Talley, 1,000 shares for Dr. Thalenberg, 5,000 shares for Mr. Welch,
700 shares for Mr. Kaufman, 2,400 shares for Mr. Aronson, 700 shares for Mr.
Moskowitz and 25,100 shares for all directors and officers as a group.
(b) The total amount of shares subject to options described in note (a) were
deemed to be outstanding for purposes of calculating the percentage owned by
each individual and by all directors and officers as a group.
(c) Executive officers, other than Harold Snyder and Beatrice Snyder, named in
the Summary Compensation Table below.
ELECTION OF DIRECTORS
Under the Certificate of Incorporation of the Company, the Board of
Directors is divided into three classes, each consisting of a minimum of two
directors, with the term of office of one of the classes expiring each year.
Unless such authority is withheld by an indication thereon, it is intended that
the proxy will be voted for election to the Board of Directors of the nominees
named below, to serve until the annual meeting of stockholders specified with
respect to each nominee and until their successors are elected and qualified.
While the Board of Directors has no reason to believe that any of those named
will not be available as a candidate, should such a situation arise the proxy
may be voted for the election of other nominees as directors in the discretion
of the persons acting pursuant to the proxy.
2
<PAGE>
<TABLE>
Nominees For Election at the Annual Meeting
Term of Served as
Office Director
Nominee Age Expiring Since
------- ---- -------- ----------
<S> <C> <C> <C>
Harold Snyder (1)(2)............................ 72 1997 1964
Beryl L. Snyder................................. 37 1997 1993
Marvin M. Thalenberg, M.D. (1)(2)(3)............ 67 1997 1985
</TABLE>
Incumbent Directors Whose Terms of Office Continue
<TABLE>
Term of Served as
Office Director
Name Age Expires Since
---- --- ------- ----------
<S> <C> <C> <C>
G. Harold Welch, Jr. (3)(4).................... 65 1995 1985
Jay T. Snyder.................................. 35 1995 1993
Madelon DeVoe Talley (4)(5).................... 62 1995 1989
Beatrice Snyder (1)(2)......................... 70 1996 1964
Brian S. Snyder................................ 35 1996 1993
Gerard Klein................................... 58 1996 1985
James J. Rahal, Jr., M.D. (5).................. 60 1996 1990
<FN>
- ----------
(1) Member of the Restricted Stock Purchase Plan Committee.
(2) Member of the Directors' Stock Option Committee.
(3) Member of the Stock Option Committee.
(4) Member of the Audit Committee.
(5) Member of the Compensation Committee.
</FN>
</TABLE>
Harold Snyder has been President of the Company since 1964 and in 1985 was
elected Chairman and Chief Executive Officer. Mr. Snyder holds an advanced
degree in natural sciences and, prior to founding the Company in 1964, held
various managerial and technical positions in the pharmaceutical industry.
Beatrice Snyder has been Secretary of the Company since 1964 and in 1985
was elected to the office of Senior Vice President. Until 1985, Mrs. Snyder also
served as Treasurer of the Company. Mrs. Snyder holds a bachelor's degree in
statistics.
Beryl L. Snyder was elected the Company's Assistant Secretary in August
1993 and Vice President and General Counsel in May 1990. She has been General
Counsel to the Company since 1984.
Jay T. Snyder was elected the Company's Vice President - Research and
Product Development in May 1990. He has been Director of Product Development
since 1988. From 1982 to 1988 he was plant manager of the Company's penicillin
dosage form facility and from 1977 to 1982 held various production positions
with the Company.
Brian S. Snyder was elected the Company's Vice President and Controller in
May 1990. He has been the Company's Controller since 1983. From 1977 to 1983 he
held various sales and production positions with the Company.
Gerald Klein is President of B.V. Chemie Pharmacie Holland (C.P.H.),
pharmaceutical suppliers, and has been associated with such company and its
predecessor since 1955.
James J. Rahal, Jr., M.D. is Director of the Infectious Disease Section of
The New York Hospital Medical Center of Queens in Queens, New York and a
Clinical Professor of Medicine at the Albert Einstein College of Medicine in New
York. From 1986 to 1988 he served as Chief of the Infectious Disease Section of
New York Infirmary Beekman Downtown Hospital.
3
<PAGE>
Madelon DeVoe Talley, an investment consultant and writer, is currently a
Governor of the National Association of Security Dealers, Vice Chairman of the
Board of W.P. Carey & Company and a Trustee of Smith Barney Shearson Special
Funds. She is a former Trustee of the New York State Teachers Retirement System.
Marvin M. Thalenberg, M.D., a specialist in internal medicine, has been
Commissioner of Health for Rockland County, New York since December 1990 and
teaches at Columbia University. From 1955 to 1987 he was engaged in the private
practice of medicine and taught at several universities.
G. Harold Welch, Jr., was President of the Yale-New Haven Medical Center,
Inc. from 1979 to June 1, 1990. Mr. Welch is currently Chairman of the South
Central Connecticut Regional Water Authority and Chairman of the Radkowsky
Thorium Power Corporation.
Harold Snyder and Beatrice Snyder are husband and wife. Beryl L. Snyder,
Brian S. Snyder and Jay T. Snyder are the children of Harold and Beatrice
Snyder.
The Audit Committee of the Board of Directors held one meeting in the
fiscal year ended March 31, 1994. The functions of the Committee include
recommending to the Board the engagement or discharge of independent auditors,
directing investigations into matters relating to audit functions, reviewing the
plan and results of audit with the auditors, reviewing the Company's internal
accounting controls and approving services to be performed by the auditors and
related fees.
The Stock Option Committee of the Board of Directors which administers the
Incentive Stock Option Plan, the Restricted Stock Purchase Plan Committee of the
Board of Directors which administers the Company's Restricted Stock Purchase
Plan and the Directors' Stock Option Committee which administers the Directors'
Stock Option Plan each held one meeting in fiscal 1994.
The Board of Directors has no nominating committee. The Compensation
Committee, which was established in April 1993 to consider and recommend to the
Board remuneration arrangements for senior management, held one meeting in
fiscal 1994.
During the last fiscal year, there were six meetings of the Board of
Directors. Each of the incumbent Directors attended at least 75% of the meetings
of the Board of Directors and the committees of which he or she is a member
during fiscal 1994, except Mr.
Klein.
SECTION 16(A) COMPLIANCE. Section 16(a) of the Securities Exchange Act of
1934 requires the Company's directors and executive officers to file reports of
ownership of the Company's equity securities (and derivative securities) and
changes in such ownership with the Securities and Exchange Commission and the
New York Stock Exchange and to provide copies of those filings to the Company.
Based solely upon a review of such reports and certain written representations,
the Company believes that its directors and executive officers are in compliance
with their respective Section 16(a) filing requirements except that a purchase
of 1,000 shares of Common Stock by the individual retirement account of Dr.
Thalenberg in November 1993 was inadvertently filed late.
4
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table shows aggregate cash and other compensation earned
(whether paid or accrued) during the fiscal years ended March 31, 1994, 1993 and
1992 by the Chief Executive Officer and the other four most highly compensated
executive officers of the Company (together, the "Named Officers") for all
services rendered in all capacities to the Company.
<TABLE>
Long Term Compensation
Annual Compensation Awards
---------------------------------------- ----------------------
Name and Other Restricted All
Principal Fiscal Annual Stock Options Other
Position Year Salary ($) Bonus ($) Compensation($) Awards ($) (#) Compensation ($)
-------- ------ ---------- -------- --------------- ----------- ------- ----------------
(1) (2)
<S> <C> <C> <C> <C> <C> <C> <C>
Harold Snyder (3) 1994 511,538 -- -- -- -- 20,518
Chairman, 1993 482,692 100,000 -- -- -- 20,485
President 1992 500,000 -- * -- -- *
and CEO
Beatrice Snyder 1994 172,343 16,675 -- -- -- 14,858
Senior 1993 154,658 87,303 -- -- -- 13,844
Vice President 1992 152,258 2,719 * -- -- *
and Secretary
Melvin Kaufman 1994 169,081 16,652 -- -- 2,350 31,255
Vice President - 1993 154,603 38,047 -- -- 2,000 29,083
Antibiotics 1992 138,790 8,051 * -- -- *
Operations
Harmon Aronson 1994 144,269 14,773 -- -- 2,350 26,144
Vice President - 1993 130,933 35,907 -- -- 2,000 24,144
Non-Penicillin 1992 118,273 6,648 * -- -- *
Dosage Operations
Gerald Moskowitz 1994 133,332 13,809 -- -- 2,350 27,944
Vice President - 1993 130,065 34,056 -- -- 1,000 27,454
Sales 1992 132,674 2,327 * -- -- *
<FN>
- ----------
(1) Does not include the value of certain personal benefits, the estimated
value of which, for each listed officer, did not exceed the lesser of
$50,000 and 10% of the total annual salary and bonus earned by that officer
in the relevant fiscal year.
(2) Amounts shown include such officer's allocable share of the Company's
fiscal 1994 contribution to its Profit Sharing Plan and Money Purchase
Pension Plan in the amounts of $20,518 for Mr. Snyder, $14,858 for Mrs.
Snyder, $25,362 for Mr. Kaufman, $21,640 for Mr. Aronson and $20,000 for
Mr. Moskowitz and split dollar life insurance premiums paid in fiscal 1994
on behalf of Mr. Kaufman ($5,893), Mr. Aronson ($4,504) and Mr. Moskowitz
($7,944).
(3) Harold Snyder is employed pursuant to a five-year employment agreement
which expires in March 1995. The agreement provides for annual base salary
at the rate of $500,000 per annum (plus vacation pay) for the first year of
the term, increasing annually thereafter by the greater of 10% or the
percentage increase in the consumer price index during the preceding year.
Mr. Snyder has waived any increase in base salary for the term of the
agreement and during fiscal 1993 voluntarily agreed to a reduction of his
annual rate of base salary to $400,000 per annum for a portion of each of
fiscal 1993 and 1994.
* No disclosure is required under the Securities and Exchange Commission
transition guidelines.
</FN>
</TABLE>
5
<PAGE>
Option Grants in Fiscal 1994
The following table summarizes the number of shares and the terms and
conditions of stock options granted under the Company's 1985 Incentive Stock
Option Plan to the Named Officers in fiscal 1994.
<TABLE>
Market Potential Realizable Value at
% of Total Price Assumed Annual Rates of
Number of Options Granted Exercise ($/Sh) Stock Price Appreciation
Options to Employees Expiration Price on Date for Option Term (2)
Name Granted (1) in 1994 Date ($/Sh) of Grant 0% ($) 5% ($) 10% ($)
---- ----------- --------------- ---------- -------- -------- ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Harold Snyder --
Beatrice Snyder --
Melvin Kaufman 2,350 7.0% 4/22/98 5.00 15.75 25,263 35,488 47,859
Harmon Aronson 2,350 7.0% 4/22/98 5.00 15.75 25,263 35,488 47,859
Gerald Moskowitz 2,350 7.0% 4/22/98 5.00 15.75 25,263 35,488 47,859
<FN>
- -----------
(1) The options become exercisable over an 18 month period in increments of 30%
after the initial six month period, an additional 30% after 12 months and
the final 40% after 18 months. The grant date of all the options was April
22, 1993.
(2) The amounts shown under these columns are the result of calculations at the
0%, 5% and 10% rates required by the Securities and Exchange Commission and
are not intended to forecast future appreciation of the Company's stock
price.
</FN>
</TABLE>
Aggregated Option Exercises in Fiscal 1994 and Fiscal Year-End Option Values
The following table summarizes exercises of stock options in fiscal 1994
which were previously granted to the Named Officers, as well as certain
information concerning the unexercised options held by them at the end of fiscal
1994.
<TABLE>
Value of Unexercised In The
Money Options at 3/31/94 (1)
Number of Unexercised ----------------------------------------
Options at 3/31/94 Exercisable Unexercisable
Shares Vaule ------------------------- --------------------- ------------------
Name Acquired Realized ($) Exercisable Unexercisable Shares Total ($) Shares Total ($)
---- ---------- ------------ ----------- -------------- ------ --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Harold Snyder -- -- -- -- -- -- -- --
Beatrice Snyder -- -- -- -- -- -- -- --
Melvin Kaufman 2,300 59,864 -- 2,450 -- -- 2,450 25,113
Harmon Aronson 600 12,318 1,700 2,450 1,700 17,425 2,450 25,113
Gerald Moskowitz 1,300 34,009 -- 2,050 -- -- 2,050 21,013
<FN>
- ---------
(1) Based on the New York Stock Exchange Composite closing price for the last
day of the fiscal year ($15.25).
</FN>
</TABLE>
Directors' Compensation
In fiscal 1994, directors who were not salaried officers of the Company
were paid $2,500 per calendar quarter for their services as directors and $350
for each meeting of the Board of Directors and of any committee which they
attended. They were also reimbursed for out-of-pocket expenses.
Under the 1989 Directors' Stock Option Plan (the "Directors' Plan"), each
director who is not also an officer or employee of the Company is entitled to
receive an option to purchase 5,000 shares of Common Stock at a price equal to
the fair market value of such shares on the date of grant. An aggregate of
150,000 shares are available for purchase pursuant to the exercise of options
granted under the Directors' Plan. Each option granted under the Directors' Plan
will become exercisable in 1,000 share increments on each of the first five
anniversaries of the date such option is granted and will expire on the tenth
anniversary of such grant. Subject to certain rights to exercise upon the death
or disability of the optionee, options granted under the Directors' Plan may be
exercised only if the optionee is an eligible director on the date of exercise.
6
<PAGE>
BOARD OF DIRECTORS REPORT CONCERNING EXECUTIVE COMPENSATION
In 1993, the Board of Directors established a Compensation Committee to
consider and recommend to the Board remuneration arrangements for senior
management. The Compensation Committee has undertaken a review of the Company's
existing arrangements as compared to compensation levels of other executives in
the Company's industry and has engaged a compensation consulting firm to assist
it in this task. As the Committee's review is ongoing, the full Board considered
and acted upon specific executive compensation matters with respect to fiscal
1994.
Compensation Policies
The Board's policies are to motivate and retain key employees with
competitive compensation packages and to encourage the enhancement of
shareholder value by providing appropriate incentives for corporate performance
and individual initiatives and performance.
To achieve these goals, the Board, among other things, considered the Chief
Executive Officer's recommendations with respect to other executive officers,
evaluated the Company's performance both in terms of current achievements and
significant initiatives with long-term implications and assessed the
contributions of individual executives.
Fiscal 1994 Compensation
With respect to the Company's Chief Executive Officer and the other Named
Officers, the Board focused principally upon appropriate incentive compensation
awards. As noted above, the chief executive officer's employment agreement with
the Company provides for a base salary plus annual base salary increases and
bonuses as the Company may determine. In the view of the Board, the bonuses
granted the Named Officers with respect to fiscal 1994 appropriately reflected
the Board's policies outlined above. In reaching its decisions, the Board gave
great weight to the Company's continued strong financial performance in fiscal
1994 and to the efforts made in that year that will have positive effects in
later periods.
The Stock Option Committee of the Board periodically grants stock options
as part of a total compensation package as a form of long-term incentive and to
reinforce the alignment of executives' interests with that of the Company's
shareholders. During fiscal 1994, stock options were not granted to the Chief
Executive Officer, but were granted, as disclosed in the "Option Grant" table
above, to three of the other Named Officers.
Board of Directors
Gerald Klein
James J. Rahal, Jr.
Beatrice Snyder
Beryl L. Snyder
Brian S. Snyder
Harold Snyder
Jay T. Snyder
Madelon DeVoe Talley
Marvin M. Thalenberg
G. Harold Welch, Jr.
7
<PAGE>
STOCKHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative stockholder return
on the Company's Common Stock against the cumulative total return of the
Standard & Poor's 500 Composite Index and the Dow Jones Pharmaceutical Index for
the five years ended March 31, 1994. The graph and table assume that $100 was
invested in each of the Company's Common Stock, the Standard & Poor's 500
Composite Index and the Dow Jones Pharmaceutical Index and that all dividends
were reinvested.
DOW JONES
PHARMACEUTICAL
S&P 500 INDEX BCL
03/31/89 100 100 100
03/31/90 119 125 137
03/31/91 136 185 161
03/31/92 152 211 229
03/31/93 174 175 195
03/31/94 177 160 153
8
<PAGE>
CERTAIN TRANSACTIONS
Harold Snyder, Beatrice Snyder, Beryl L. Snyder, Brian S. Snyder and Jay T.
Snyder and certain other officers and employees of the Company are the
stockholders of Groundwater Decontamination Systems, Inc. ("GDS"). On March 26,
1985, GDS granted the Company a non-exclusive license to continue its use of
certain of GDS's patented processes presently employed in the Company's
decontamination efforts at its Waldwick plant. The license, which is terminable
by the Company on 45 days' notice, provides for an annual royalty of $120,000
during the first year of the term, increasing annually thereafter by the
percentage increase in the consumer price index during the preceding year. The
amount of such royalty was determined by the principal stockholders, taking into
account the likely higher cost to the Company of employing a suitable
alternative system of decontamination. In fiscal 1994, $12,000 of royalties were
paid pursuant to the license. The balance of royalties for fiscal 1994 were
waived by GDS.
Harold Snyder, Beatrice Snyder, Beryl L. Snyder, Brian S. Snyder and Jay T.
Snyder are the principal stockholders of HS Realty Company, Inc. ("HS Realty").
In April 1988, HS Realty purchased from an unaffiliated company property
adjacent to the Company's Waldwick facility. The Company has agreed with HS
Realty to extend to such property the groundwater decontamination work currently
being done at the Waldwick plant. The agreement also provides that the Company
will be entitled to recover its expenses of performing such work from the
profits, if any, from the future sale or lease of the property.
Mr. Gerard Klein, a director of the Company, is President of B.V. Chemie
Pharmacie Holland (C.P.H.) ("Chemie"). In fiscal 1994, the Company purchased
from Chemie pharmaceutical intermediates for approximately $8.4 million.
Board of Directors Insider Participation
As noted above, five members of the Board of Directors, Harold, Beatrice,
Beryl, Brian and Jay Snyder, are executive officers of the Company and each
participated in deliberations of the Company's Board of Directors concerning
executive officer compensation during fiscal 1994.
SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has chosen the firm of Ernst & Young as independent
auditors to examine the financial statements of the Company for the fiscal year
ending March 31, 1995. A representative of Ernst & Young is expected to be
present at the Annual Meeting with the opportunity to make a statement, if such
representative so desires, and to be available to respond to appropriate
questions.
On November 2, 1992, the Company replaced KPMG Peat Marwick as its
independent auditors for fiscal 1993 with Ernst & Young. The decision to change
auditors was recommended by the Audit Committee of the Company's Board of
Directors and approved by the Board of Directors.
In connection with the audits of the fiscal year ended March 31, 1992, and
in the subsequent interim period, there were no disagreements with KPMG Peat
Marwick on any matter of accounting scope or procedure, which disagreements if
not resolved to their satisfaction would have caused them to make reference in
connection with their audit report to the subject matter of the disagreement.
The audit reports of KPMG Peat Marwick on the consolidated financial
statements of the Company and its subsidiary as of and for the year ended March
31, 1992 did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope, or accounting
principles.
STOCKHOLDER PROPOSALS
Any proposal of a stockholder intended to be presented at the Company's
1995 Annual Meeting of Stockholders must be received by the Company for
inclusion in the proxy statement and form of proxy for that meeting no later
than March 10, 1995.
9
<PAGE>
OTHER MATTERS
The Board of Directors knows of no other business to be presented at the
meeting. If other matters do properly come before the meeting, the persons
acting pursuant to the proxy will vote on them in their discretion. A copy of
the 1994 Annual Report to Stockholders is being mailed with the Proxy Statement.
Upon written request of any Stockholder of record as of June 23, 1994, a
copy of the Company's Annual Report on Form 10-K for the year ended March 31,
1994 (excluding exhibits) as filed with the Securities and Exchange Commission
will be supplied without charge. Requests should be directed to Biocraft
Laboratories, Inc., 18-01 River Road, Fair Lawn, PPNew Jersey 07410, Attention:
E. Andersen.
Harold Snyder
Chairman, President and
Chief Executive Officer
Fair Lawn, New Jersey
July 8, 1994
10
<PAGE>
Graphics Appendix List
Page Where
Graphic
Appears Description of Graphic or Cross-Reference
- ---------------------------------------------------------------------------
Page 8 Graphic No.1 is a performance graph showing a
comparison of the cumulative total return among
Biocraft Laboratories, Inc., the S&P 500 and the
Dow Jones Pharmaceuticals for the period beginning
March 31, 1989 and ending March 31, 1994, pursuant
to Regulations S-K 402(1). The underlying data is
set forth on page 8.
<PAGE>
P R O X Y
BIOCRAFT LABORATORIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
HAROLD SNYDER and BEATRICE SNYDER, and each of them, with full power of
substitution, are hereby authorized to represent and to vote the stock of the
undersigned in BIOCRAFT LABORATORIES, INC. (the "Company") at the Annual Meeting
of Stockholders to be held on August 8, 1994 and at any adjournment thereof as
set forth below:
1. ELECTION OF DIRECTORS
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees listed below [ ]
contrary below) [ ]
HAROLD SNYDER, BERYL L. SNYDER and MARVIN M. THALENBERG
(INSTRUCTIONS: To withhold authority to vote for any individual nominee write
that nominee's name in the space provided below.)
- --------------------------------------------------------------------------------
2. PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG as independent auditors for
fiscal 1995
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Upon or in connection with the transactions of such other business as may
properly come before the meeting or any adjournment thereof.
(Continued, and to be signed on other side)
This proxy will be voted as specified and, unless otherwise specified, this
proxy will be voted FOR the election of directors and FOR proposal 2.
DATED:............................, 1994
........................................
Signature
........................................
Signature if held jointly
Please sign exactly as name appears at
left. 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 the
proxy card promptly using the enclosed
envelope.
