SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Meridian Diagnostics, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Meridian Diagnostics, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
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[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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[ ] Check box if any part of the fee is offset as provided by
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<PAGE>
MERIDIAN DIAGNOSTICS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO Be Held January 23, 1997
Dear Shareholder:
You are cordially invited to attend our Annual Shareholders' Meeting at The
Phoenix, 812 Race Street, Cincinnati, Ohio on January 23, 1997 at 3:00 p.m.
Eastern Time.
The purposes of this Annual Meeting are:
1. To establish the number of directors to be elected at six;
2. To elect six directors to serve for the next fiscal year;
3. To ratify the appointment of Arthur Andersen LLP as the Company's
independent public accountants for fiscal 1997; and
4. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
Following the formal meeting, we will review the Company's progress during
the last fiscal year and our plans for fiscal 1997 and answer your questions
regarding the Company. Board members and executive officers will also be
available to discuss the Company's operations with you.
Yours truly,
William J. Motto
Chairman of the Board of Directors
Dated: December 20, 1996
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE VOTE, SIGN AND
PROMPTLY RETURN YOUR PROXY CARD IN THE ENCLOSED ENVELOPE. PROXIES MAY BE REVOKED
BY WRITTEN NOTICE OF REVOCATION, THE SUBMISSION OF A LATER PROXY, OR BY
ATTENDING THE MEETING AND VOTING IN PERSON.
<PAGE>
MERIDIAN DIAGNOSTICS, INC.
3471 River Hills Drive
Cincinnati, Ohio 45244
Telephone (513) 271-3700
P R O X Y S T A T E M E N T
Annual Meeting of Shareholders
January 23, 1997
INTRODUCTION
The Board of Directors of Meridian Diagnostics, Inc. ("Meridian" or the
"Company") is requesting your proxy for use at the Annual Meeting of
Shareholders on January 23, 1997, and at any adjournment thereof, pursuant to
the foregoing Notice. The approximate mailing date of the Proxy Statement and
the accompanying proxy card is December 20, 1996.
VOTING AT THE ANNUAL MEETING
General
Shareholders may vote in person or by proxy at the Annual Meeting.
Proxies given may be revoked at any time by filing with the Company either a
written revocation or a duly executed proxy card bearing a later date, or by
appearing at the Annual Meeting and voting in person. All shares will be voted
as specified on each properly executed proxy card. If no choice is specified,
the shares will be voted as recommended by the Board of Directors in favor of
Items 1 and 3 and "FOR" the nominees for directors named herein. Abstentions and
shares not voted for any reason, including broker non-votes, will have no effect
on the outcome of any vote taken at the Annual Meeting.
As of December 6, 1996, the record date for determining shareholders
entitled to notice of and to vote at the Annual Meeting, Meridian had 14,280,061
shares of Common Stock outstanding. Each share is entitled to one vote. Only
shareholders of record at the close of business on December 6, 1996 will be
entitled to vote at the Annual Meeting.
<PAGE>
Principal Shareholder
The following person is the only shareholder known by Meridian to own
beneficially 5% or more of its outstanding Common Stock as of December 6, 1996:
Name of Percent
Beneficial Owner Amount of Class
---------------- ------ --------
William J. Motto 4,548,950 31.7%
The business address of Mr. Motto is 3471 River Hills Drive, Cincinnati,
Ohio 45244.
Mr. Motto is a party to an agreement with Jerry L. Ruyan and the
Company pursuant to which he must offer his shares for sale to the Company, and
if it declines to purchase, to Mr. Ruyan, based on the current market price, if
he desires to sell more than 1% of the Company's Common Stock in any three-month
period.
The shares of Common Stock reported above as beneficially owned by Mr.
Motto include 453,293 shares held by his three children as trustees of various
trusts, 50,146 shares held by the William J. Motto Family Charitable Remainder
Unitrust, and 76,599 shares subject to options exercisable within 60 days.
Election of Directors
Meridian's Regulations require that the Board of Directors consist of
at least three members with the exact number to be established by the
shareholders. At the 1996 Annual Meeting, the number was established at five and
five directors were elected. The Board is recommending that the number of
directors be increased to six. The affirmative vote of a majority of shares
voting at the Annual Meeting is required to adopt this proposal.
The Board is nominating for re-election all of the current directors,
namely James A. Buzard, Gary P. Kreider, William J. Motto, Robert J. Ready and
Jerry L. Ruyan, and is also nominating John A. Kraeutler, President and Chief
Operating Officer of the Company, for election as a director.
Proxies solicited by the Board of Directors will be voted for the
election of these nominees. All directors elected at the Annual Meeting will be
elected to hold office until the next Annual Meeting.
In voting to elect directors, shareholders are entitled to cumulate their
votes and to give one candidate a number of votes equal to the number of
directors to be elected multiplied by the number of shares held by the
shareholder, or to distribute their votes on the same principle among as many
candidates as the shareholder sees fit. In order to invoke cumulative voting,
notice of cumulative voting must be given in writing by a shareholder to the
President, a Vice President or the Secretary of the Company not less than 48
hours prior to the Annual Meeting. The proxies solicited include discretionary
authority to cumulate votes.
<PAGE>
Should any of the nominees become unable to serve, proxies will be
voted for any substitute nominee designated by the Board of Directors. Nominees
receiving the highest number of votes cast for the positions to be filled will
be elected.
Ratification of Appointment of Accountants
The Audit Committee of the Board of Directors appointed Arthur Andersen
LLP as the Company's independent public accountants for the fiscal year ending
September 30, 1997. Arthur Andersen LLP has been the independent accounting firm
for the Company since 1986. Although not required by law, the Board of Directors
is seeking shareholder ratification of this selection. The affirmative vote of a
majority of shares voting at the Annual Meeting is required for ratification. If
ratification is not obtained, the Board of Directors intends to continue the
employment of Arthur Andersen LLP at least through fiscal 1997. Representatives
of Arthur Andersen LLP are expected to be present at the Annual Meeting and will
be given an opportunity to comment, if they so desire, and to respond to
appropriate questions that may be asked by shareholders.
Other Matters
Any other matters considered at the Annual Meeting including
adjournment will require the affirmative vote of a majority of shares voting.
Voting by Proxy
All proxy cards properly signed will, unless a different choice is
indicated, be voted "FOR" establishing the number of directors at six, "FOR"
election of all nominees for directors proposed by the Board of Directors and
"FOR" ratification of the selection of independent public accountants.
If any other matters come before the Annual Meeting or any adjournment,
each proxy will be voted in the discretion of the individuals named as proxies
on the card.
Shareholder Proposals
Shareholders who desire to have proposals included in the Notice for
the Annual Meeting of Shareholders to be held in 1998 must submit their
proposals in writing to the Company, Attention Secretary, at its offices on or
before August 20, 1997.
<PAGE>
MANAGEMENT
Directors and Executive Officers
The following is information concerning Meridian's directors and
executive officers as of December 6, 1996:
COMMON STOCK
BENEFICIALLY OWNED
NAME AND AGE POSITION AMOUNT(1) PERCENTAGE
- ------------ -------- --------- ----------
William J. Motto Chairman of the Board 4,548,950(2) 31.7%
55 of Directors, Chief
Executive Officer
John A. Kraeutler President, Chief Operating 99,786 *
48 Operating Officer and
Nominee for Director
Gerard Blain Vice President, Secretary 12,937 *
56 and Chief Financial
Officer
Ching Sui Arthur Yi, Ph.D. Vice President, Research 24,682 *
50 and Development
Antonio A. Interno Vice President 362,833 2.5%
46
James A. Buzard, Ph.D.(3) Director 14,808 *
69
Gary P. Kreider(3) Director 30,978(4) *
58
Robert J. Ready(3) Director 16,064 *
56
Jerry L. Ruyan Director 566,188(5) 3.9%
50
All Executive Officers
and Directors as a Group
(9 Persons) -- 5,677,226 38.3%
- -----------------------------------
(1) Includes options exercisable within 60 days for Mr. Motto of 76,599
shares, Mr. Kraeutler of 95,067 shares, Mr. Blain of 11,135 shares, Dr.
Yi of 9,069 shares, Mr. Interno of 240,516 shares, Mr. Buzard of 13,556
shares, Mr. Kreider of 11,050 shares, Mr. Ready of 16,063 shares, and
Mr. Ruyan of 65,012 shares.
(2) See description of Common Stock ownership contained under "Principal
Shareholder".
(3) Audit Committee Member and Compensation Committee Member.
(4) Includes 145 shares held directly by his wife and 9,364 shares held by
trusts of which Mr. Kreider is trustee and a beneficiary.
(5) Includes 23,265 shares held by the Ruyan Family Charitable Remainder
Unitrust of which Mr. Ruyan is trustee and a beneficiary.
*Less than 1%
<PAGE>
William J. Motto has more than 25 years of experience in the
pharmaceutical and diagnostics products industries, is a founder of the Company
and has been Chairman of the Board since 1977. From that date until June 1986,
Mr. Motto served as President. He served as Chief Executive Officer from June
1986 until September 1989, and assumed that title again in May 1995. Before
forming the Company, Mr. Motto served in various capacities for Wampole
Laboratories, Inc., Marion Laboratories, Inc. and Analytab Products, Inc., a
division of American Home Products Corp.
John A. Kraeutler has over 20 years of experience in the medical
diagnostics industry and joined the Company as Executive Vice President and
Chief Operating Officer in January 1992. In July 1992, Mr. Kraeutler was named
President of the Company. Mr. Kraeutler most recently served as Vice President,
General Manager for a division of Carter-Wallace, Inc. Prior to that, he held
key marketing and technical positions with Becton, Dickinson and Company and
Organon, Inc.
Gerard Blain joined the Company as Vice President and Chief Financial
Officer on March 1, 1994. He was elected Secretary in April 1996. Prior to
joining the Company, Mr. Blain was Vice President and Controller of Marion
Merrell Dow, Inc. Mr. Blain had been with Marion Merrell Dow, Inc. and its
predecessor companies since 1966.
Ching Sui Arthur Yi, Ph.D., has more than 17 years of experience in the
diagnostics industry and has been Vice President, Research and Development of
the Company since August 1989. From May 1986 until he joined the Company, he was
Director of Product Development of Cambridge BioScience Corporation. Previously
he was a partner of BioClinical System Inc. from July 1983 to April 1986,
Manager of Research and Development of Terumo Medical Corporation from March
1982 to June 1983 and Senior Scientist of Leeco Diagnostics from August 1979 to
February 1982.
Antonio A. Interno was appointed as a Vice President in August 1991. He
has been Managing Director of the Company's European subsidiary, Meridian
Diagnostics Europe, s.r.l., since February 1990. Prior to that time, he was the
marketing manager for Diagnostics International Distribution SPA, a major
Italian diagnostics distributor.
James A. Buzard, Ph.D., has been a Director since 1990 and serves as
Chairman of the Compensation Committee. From March 1981 until December 1989, he
was Executive Vice President of Merrell Dow Pharmaceuticals Inc. From December
1989 until his retirement in February 1990, he was Vice President of Marion
Merrell Dow, Inc. He has been a business consultant since February 1990.
Gary P. Kreider has been a Director since 1991. For over five years Mr.
Kreider has been a Senior Partner of the Cincinnati law firm of Keating,
Muething & Klekamp, P.L.L., counsel to the Company.
<PAGE>
Robert J. Ready has been a Director since 1986 and serves as Chairman
of the Audit Committee. In 1976, Mr. Ready founded LSI Industries, Inc.,
Cincinnati, Ohio, which engineers, manufactures and markets
commercial/industrial lighting and graphics products, and has served as its
President and Chairman of its Board of Directors since that time.
Jerry L. Ruyan has more than 20 years of experience in the diagnostics
products and medical industries, is a founder of the Company and has been a
Director since 1977. Mr. Ruyan's principal occupation is investment in business
ventures, primarily privately held organizations, and presently is a partner in
Redwood Ventures LLC. Mr. Ruyan served as Chief Executive Officer from July 1992
to May 1995. In May 1995, Mr. Ruyan reduced his day-to-day involvement in the
Company in order to pursue outside interests. He relinquished the title of Chief
Executive Officer at that time, but continues to serve as a Director and an
employee. Mr. Ruyan served as President of the Company from June 1986 to July
1992. From June 1986 through January 1992, Mr. Ruyan served as Chief Operating
Officer. Mr. Ruyan is also a director of Frisch's Restaurants, Inc. and Meritage
Hospitality Group Inc.
Board Actions and Compliance with Section 16
of the Securities Exchange Act of 1934
The Board of Directors met nine times during fiscal 1996 and took
action in writing on one occasion.
The Audit Committee, composed of Messrs. Ready (Chairman), Kreider and
Buzard, all of whom are non-employee directors, is responsible for reviewing the
Company's internal accounting operations. It also recommends the employment of
independent accountants and reviews the relationships between the Company and
its outside accountants. This committee met three times during fiscal 1996.
The Compensation Committee is responsible for establishing compensation
levels for management and for administering the Company's stock option plans.
The Compensation Committee, also consisting of Messrs. Buzard (Chairman),
Kreider and Ready, met four times during fiscal 1996 and took action in writing
on three occasions.
The Stock Compensation Committee, a sub-committee of the Compensation
Committee established in August 1996, is responsible for all stock option and
other stock-related compensation for executive officers. The Stock Compensation
Committee, consisting of Messrs. Buzard and Ready, met one time during fiscal
1996.
The Company does not have a nominating committee or executive
committee.
Directors who are not employees of Meridian receive $10,000 per year
for serving as a director and a member of committees, plus $1,000 for each
directors' meeting attended and $300 for
<PAGE>
each directors' meeting held by telephone. Committee members receive $1,000 per
committee meeting attended, unless the committee meeting occurs on the same day
as a directors' meeting, in which case the committee member receives only the
directors' meeting fee. Under the Company's 1994 Directors' Stock Option Plan,
each non-employee director is granted a non-qualified option to purchase 2,317
shares of Common Stock at the time of election or re-election to the Board of
Directors, with the exercise price being the closing sale price reported
immediately prior to the date of grant. Directors who are employees of the
Company are not separately compensated for serving as directors.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers, directors and persons who own more than ten percent of the
Company's Common Stock to file reports of ownership with the Securities and
Exchange Commission and to furnish the Company with copies of these reports.
Based solely upon its review of reports received by it, or upon written
representation from certain reporting persons that no reports were required,
Meridian believes that during fiscal 1996 all filing requirements were met.
<PAGE>
Executive Compensation
The following table sets forth information regarding compensation paid
by Meridian for the last three fiscal years to its Chief Executive Officer and
four other most highly compensated executive officers (the "Named Executives"):
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation
-----------------------------------------
Securities
Name and Underlying All Other
Principal Position Year Salary Bonus Options Compensation (1)
- ------------------ ---- ------ ----- --------- ----------------
<S> <C> <C> <C> <C> <C>
William J. Motto 1996 $302,000 $75,509 20,000 $12,832
Chairman of the Board of Directors; 1995 275,000 68,750 38,625 8,744
Chief Executive Officer 1994 240,000 30,000 31,827 15,242
John A. Kraeutler 1996 $215,000 $ 53,841 24,000 $11,816
President, Chief Operating 1995 195,000 48,750 54,075 6,216
Officer 1994 170,000 21,250 23,870 11,265
Gerard Blain 1996 $135,000 $25,341 10,000 $7,970
Vice President, Secretary 1995 120,000 27,000 3,090 3,550
and Chief Financial Officer 1994 63,692 7,000 18,540 3,637
Antonio A. Interno 1996 $181,250 $25,700 10,000 $0
Vice President 1995 165,000 35,000 15,450 0
1994 150,000 10,000 7,957 0
Ching Sui Arthur Yi 1996 $108,000 $20,288 2,000 $8,022
Vice President, Research 1995 101,000 18,938 6,180 3,300
and Development 1994 96,500 9,100 3,183 6,332
<FN>
- ------------------------------
(1) Amounts accrued under the Company's Savings and Investment Plan.
</FN>
</TABLE>
<PAGE>
Stock Options
The following tables contain information concerning the grant of stock
options to the Named Executives and the exercise and appreciation of stock
options held by the Named Executives:
<TABLE>
OPTION GRANTS IN FISCAL 1996
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates
Number of % of Total of Stock Price Appreciation
Securities Options Granted Exercise for Option Term
Underlying to Employees Price ($ Expiration ---------------------------
Name Options Granted in Fiscal 1996 per share) Date 5% 10%
- ---- --------------- --------------- ---------- --------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
William J. Motto 10,000 11.7% 9.35 11/13/2000 $25,800 $57,100
10,000 11.7% 15.68 09/15/2001 43,300 95,700
John A. Kraeutler 12,000 14.0% 8.50 11/13/2005 64,200 162,600
12,000 14.0% 14.25 09/15/2006 107,520 272,520
Gerard Blain 2,000 2.3% 8.50 11/13/2005 10,700 27,100
3,000 3.5% 11.25 12/26/2005 21,240 53,790
5,000 5.9% 14.25 09/15/2006 44,800 113,550
Antonio A. Interno 5,000 5.9% 8.50 11/13/2005 26,750 67,750
5,000 5.9% 14.25 09/15/2006 44,800 113,550
Ching Sui Arthur Yi 1,000 1.2% 8.50 11/13/2005 5,350 13,550
1,000 1.2% 14.25 09/15/2006 8,960 22,710
</TABLE>
<TABLE>
FISCAL 1996 OPTION EXERCISES
AND FISCAL YEAR-END OPTION VALUES
<CAPTION>
Number of Securities Underlying Value of Unexercised In-the-Money
Shares Unexercised Options at FY-End Options at FY-End
Acquired Value ----------------------------- ----------------------------------
Name on Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------- ----------- -------- ------------------------------ -----------------------------------
<S> <C> <C> <C> <C>
William J. Motto -- -- 76,599/47,271 $513,025/$222,489
John A. Kraeutler -- -- 95,067/57,006 $740,276/$315,700
Gerard Blain 360 $2,321 11,135/20,135 $77,613/$84,888
Antonio A. Interno -- -- 240,516/18,465 $2,798,369/$92,590
Ching Sui Arthur Yi 10,679 $75,704 9,069/5,636 $66,672/$34,255
</TABLE>
<PAGE>
Report of the Compensation Committee
The Compensation Committee establishes compensation for executive officers
by setting salaries, establishing bonus plans, making bonus awards and awarding
stock options.
At a meeting held September 12, 1995, the Committee established salaries for
the Company's executive officers for fiscal 1996. In making its determination,
the Committee reviewed recommendations of management and salary levels at
similar-sized companies as well as the progress made by the Company in the prior
fiscal year and the contributions of its executive officers to that progress.
At the September 12, 1995 meeting, the Committee also adopted an officer
compensation performance plan for fiscal 1996 under which awards were to be
based on two factors. The first factor was based on Meridian achieving targeted
earnings levels. The second factor was a multiple based on a personal
achievement rating whereby management judged the extent to which individual
executive officers met individual goals established for them. These measurements
excluded the effects, whether positive or negative, of acquisitions and
extraordinary developments. The Plan required that senior management make
recommendations to the Committee regarding the attainment of personal objectives
by executive officers. The Plan furthermore allowed the Compensation Committee
to adjust the personal achievement multiplier from the range indicated to
account for extraordinary developments.
At a meeting held November 14, 1995, the Committee granted incentive stock
options to certain of its executive officers as follows (amounts indicate number
of shares underlying the options granted): Mr. Motto - 10,000 shares; Mr.
Kraeutler - 12,000 shares; Mr. Blain - 2,000 shares; Dr. Yi - 1,000 shares; and
Mr. Interno - 5,000 shares. The options granted to the officers other than
Messrs. Motto and Kraeutler have an exercise price equal to the closing sale
price on November 14, 1995 ($8.50 per underlying share), vest over a four-year
period at the rate of 25% per year commencing with the first anniversary of the
grant date, and expire ten years from the grant date. The option granted to Mr.
Motto has an exercise price equal to 110% of the closing sale price on November
14, 1995 ($9.35 per underlying share), vests 50% on January 1, 1998 and 50% on
January 1, 1999, and expires five years from the date of grant. The option
granted to Mr. Kraeutler has an exercise price equal to the November 14, 1995
closing sale price ($8.50 per underlying share), vests 50% on January 1, 1998
and 50% on January 1, 1999, and expires ten years from the grant date.
At a meeting held on December 27, 1995, the Committee granted incentive
options to Messrs. Blain and Ruyan. The Committee granted to Mr. Blain an option
for 3,000 shares. The exercise price of the Common Stock underlying this option
is $11.25 per share, the closing sale price on December 27, 1995. The term of
this option is ten years, with vesting occurring over a four-year period
commencing with the first anniversary of the grant date. The option granted to
Mr. Ruyan
<PAGE>
is for 3,500 shares at an exercise price of $12.38 per share, which exercise
price is 110% of the December 27, 1995 closing sale price. Mr. Ruyan's option
vests 50% on the third anniversary and 50% on the fourth anniversary, and
expires five years from the grant date.
Further, on September 16, 1996, a subcommittee, the Stock Compensation
Committee, granted incentive options on such date to the following executive
officers of the Company (amounts indicate number of shares underlying options
granted): Mr. Motto - 10,000 shares; Mr. Kraeutler - 12,000; Messrs. Blain and
Interno - 5,000; and Dr. Yi - 1,000. The options granted to the officers other
than Messrs. Motto and Kraeutler have an exercise price equal to the closing
sale price on September 16, 1996 ($14.25 per underlying share), vest over a
four-year period at the rate of 25% per year commencing with the first
anniversary of the grant date, and expire ten years from such date. The option
granted to Mr. Motto has an exercise price equal to 110% of the September 16,
1996 closing sale price ($15.68 per underlying share). The option becomes
exercisable as to 3,300 shares on September 16, 1999 and as to 6,700 shares on
September 16, 2000, and expires five years from the date of grant. Mr.
Kraeutler's option has an exercise price equal to the closing sale price on
September 16, 1996 ($14.25 per underlying share). Mr. Kraeutler's option becomes
exercisable as to 3,400 shares on September 16, 1999 and as to 4,300 shares on
each of September 16, 2000 and 2001. This option expires ten years from the date
of grant.
The Committee met on November 18, 1996 to consider awards under the Plan
based on fiscal 1996 results. The Committee noted that the Company had reached
the third level of targeted earnings levels under the Plan and awarded the
bonuses called for by the Plan at that level based on the attainment of the
personal objectives as determined by senior management. Those bonuses appear
under "Executive Compensation."
Compensation Committee of
the Board of Directors
James A. Buzard, Chairman
Gary P. Kreider
Robert J. Ready
<PAGE>
The following graph portrays a comparison of the yearly percentage change in
Meridian's cumulative total shareholder return on its Common Stock (as measured
by dividing (i) the sum of (A) the cumulative amount of dividends, assuming
dividend reinvestment during the periods presented and (B) the difference
between Meridian's share price at the end and the beginning of the periods
presented; by (ii) the share price at the beginning of the periods presented)
with the Wilshire 5000 Equity Index and a Peer Group Index. The Peer Group
consists of Diagnostics Products Corp., Gamma Biologicals, Inc., Hycor
Biomedical, Inc., INCSTAR Corp. and Immucor, Inc.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG MERIDIAN DIAGNOSTICS, INC., THE WILSHIRE 5000 EQUITY INDEX
AND A PEER GROUP
Measurement Period Meridian Wilshire
(Fiscal Year Covered) Diagnostics, Inc. 500 Index Peer Group
--------------------- ----------------- --------- ----------
Measurement Pt. - 9/30/91 $100 $100 $100
9/30/92 248 110 54
9/30/93 225 129 44
9/30/94 214 133 51
9/30/95 340 171 83
9/30/96 572 204 77
*$100 Invested on 9/30/91 in Stock or Index-
Including Reinvestment of Dividends.
Fiscal Year Ending September 30.
<PAGE>
Compensation Committee Interlocks and Insider Participation
Gary P. Kreider, who is a member of the Compensation Committee, is a senior
partner of Keating, Muething & Klekamp, P.L.L., Cincinnati, Ohio, a law firm
that provided legal services to Meridian in fiscal 1996.
OTHER MATTERS
Meridian is not aware of any other matters to be presented at the Annual
Meeting other than those specified in the Notice.
By order of the Board of Directors
Gerard Blain
Secretary
December 20, 1996
<PAGE>
MERIDIAN DIAGNOSTICS, INC.
The undersigned hereby appoints WILLIAM J. MOTTO and GERARD BLAIN, or
either of them, proxies of the undersigned, each with the power of
PROXY substitution, to vote cumulatively or otherwise all shares of
FOR Common Stock which the undersigned would be entitled to vote on the
ANNUAL matters specified below and in their discretion with respect to such
MEETING other business as may properly come before the Annual Meeting of
Shareholders of Meridian Diagnostics, Inc. to be held on January 23,
1997 at 3:00 P.M. Eastern Time at The Phoenix, 812 Race Street,
Cincinnati, Ohio or any adjournment of such Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS:
1. Authority to establish the number of directors to be elected at the
Annual Meeting at six (6).
FOR _______ AGAINST _______ ABSTAIN _______
2. Authority to elect as directors the six (6) nominees listed below.
FOR _______ WITHHOLD AUTHORITY _______
JAMES A. BUZARD, JOHN A. KRAEUTLER, GARY P. KREIDER, WILLIAM J. MOTTO,
ROBERT J. READY AND JERRY L. RUYAN
WRITE THE NAME OF ANY NOMINEE(S) FOR WHOM AUTHORITY TO VOTE IS WITHHELD
----------------------------------------------------------------------
3. Ratification of the appointment of Arthur Andersen LLP as independent
public accountants for fiscal 1997.
FOR _______ AGAINST _______ ABSTAIN _______
THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS UNLESS A
CONTRARY CHOICE IS SPECIFIED.
(This proxy is continued and is to be signed on the reverse side)
<PAGE>
Date ______________________, 19__
--------------------------------
--------------------------------
--------------------------------
(Important: Please sign exactly as name
appears hereon indicating, where proper,
official position or representative
capacity. In the case of joint holders,
all should sign.)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
