SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by 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 Rule 14a-11(c)or Rule 14a-12
Theragenics Corporation
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(Name of Registrant as Specified in Charter)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was
determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date Filed:
<PAGE>
THERAGENICS CORPORATION
5203 BRISTOL INDUSTRIAL HIGHWAY
BUFORD, GEORGIA 30518
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
You are cordially invited to attend the Annual Meeting of Stockholders of
Theragenics Corporation (the "Company") to be held at 10:00 A.M., New York time,
on Friday, June 11, 1999, at the New York Marriott Financial Center Hotel, 85
West Street, New York, New York, 10006, for the following purposes:
1. To elect three directors; and
2. To consider and vote on a proposal to ratify the appointment of Grant
Thornton LLP as independent public accountants.
The Board of Directors has fixed the close of business on April 16,
1999, as the record date for the determination of the stockholders entitled to
notice of, and to vote at, the meeting.
Sincerely,
/s/ Bruce w. Smith
------------------
Bruce W. Smith,
Secretary
Buford, Georgia
April 30, 1999
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING OF STOCKHOLDERS, YOU ARE
REQUESTED TO FILL IN AND SIGN THE ENCLOSED FORM OF PROXY AND MAIL IT IN THE
ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IT
IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. IF YOU DO ATTEND THE MEETING AND
DECIDE THAT YOU WISH TO VOTE IN PERSON, YOU MAY WITHDRAW YOUR PROXY.
A TICKET MUST BE PRESENTED IN ORDER TO GAIN ADMISSION TO THE ANNUAL MEETING OF
STOCKHOLDERS. IF YOU ARE PLANNING ON ATTENDING THE MEETING, PLEASE COMPLETE AND
RETURN THE ENCLOSED ADMISSION TICKET REQUEST FORM IN ORDER TO RECEIVE YOUR
ADMISSION TICKET. YOU WILL NOT BE MAILED AN ADMISSION TICKET. YOUR TICKET WILL
BE AVAILABLE AT THE REGISTRATION TABLE ON JUNE 11, 1999.
<PAGE>
THERAGENICS CORPORATION
5203 Bristol Industrial Highway
Buford, Georgia 30518
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Theragenics Corporation (the "Company") to
be voted at the Annual Meeting of Stockholders of the Company to be held on
Friday, June 11, 1999, at the New York Marriott Financial Center Hotel, 85 West
Street, New York, New York, 10006, at 10:00 A.M., New York time, for the
purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.
The Board of Directors has fixed the close of business on April 16, 1999,
as the record date for the determination of stockholders entitled to receive
notice of, and to vote at, the forthcoming Annual Meeting of Stockholders or any
adjournment thereof. Any person giving a proxy in the form accompanying this
statement has the power to revoke it at any time prior to its exercise. A proxy
may be revoked by attending and voting at the meeting, by giving a later proxy
or by written notice to the Secretary of the Company received at the Company's
offices at 5203 Bristol Industrial Highway, Buford, Georgia, 30518, prior to the
date of the Annual Meeting.
When proxies are returned properly executed, the shares represented thereby
will be voted as directed in the executed proxy. If the proxy is signed and
returned but no choice is specified therein, it will be voted FOR the election
of the nominees named therein and FOR each of the listed proposals.
You will need a ticket to attend the Annual Meeting of Stockholders. If your
shares are registered in your name and not in the name of a bank, broker or
other third party, you may request an admission ticket by completing and
returning the enclosed Admission Ticket Request Form. You will not be mailed an
admission ticket. Your ticket will be available at the registration table on
June 11, 1999.
If your shares are not registered in your own name, please advise the bank,
broker or other institution that holds your shares that you plan to attend the
Annual Meeting of Stockholders. That firm must provide you with documentation
showing that you owned your shares of the Company as of the record date April
16, 1999. This documentation may be either a copy of an account statement that
shows you owned the shares on the record date or a letter from the firm that
confirms you owned the shares on that date. Please include that documentation
when you return the enclosed Admission Ticket Request form to the Company in
order to receive an admission ticket.
The expenses for soliciting proxies for the forthcoming Annual Meeting of
Stockholders are to be paid by the Company. Solicitation of proxies may be made
by means of personal calls upon, or telephonic or telegraphic communications
with, stockholders or their personal representatives by directors, officers and
employees of the Company, who will not be specially compensated for such
services. The Company may or may not engage a proxy service to assist the
Company in the solicitation of proxies. The Company will reimburse brokers and
other nominees for their reasonable expenses incurred in forwarding soliciting
material to beneficial owners. It is anticipated that this Proxy Statement and
enclosed Proxy will first be mailed to stockholders entitled to notice of and to
vote at the Annual Meeting on or about April 30, 1999.
VOTING SECURITIES AND PRINCIPAL SECURITY HOLDERS
As of April 16, 1999, there were 29,435,018 shares of Common Stock, par
value $.01 per share ("Common Stock") outstanding and entitled to vote at the
Annual Meeting.
The holders of Common Stock are entitled to vote as a single class and to
one vote per share, exercisable in person or by proxy, at all meetings of
stockholders. Holders of Common Stock do not have cumulative voting
<PAGE>
rights. Abstentions and "broker non-votes" are counted for purposes of
determining the presence or absence of a quorum for the transaction of business
but are not counted in determining the numbers of shares voted for or against
any nominee for director or any proposal.
The following table sets forth the ownership of the Company's Common Stock
as of April 16, 1999, by each person known to the Company to be the beneficial
owner of more than 5% of the outstanding Common Stock, by each executive officer
and director and by all executive officers and directors as a group:
<TABLE>
<CAPTION>
Amount and
Nature of Percentage of
Name of Beneficial Common Stock
Beneficial Owner Ownership(1) Outstanding(2)
<S> <C> <C>
Otis W. Brawley, M.D. 112,000(3) *
Orwin L. Carter, Ph.D. 82,500(4) *
Patrick L. Flinn 10,333(5) *
John V. Herndon 17,000(6) *
M. Christine Jacobs 498,556(7) 1.7%
Charles R. Klimkowski 300,600(8) 1.0%
Peter A.A. Saunders 115,000(9) *
Bruce W. Smith 160,035(10) *
All Directors and Officers 1,296,024(11) 4.3%
as a Group (eight persons)
</TABLE>
Non-Management Shareholders Owning Over 5%
- -----------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
Putnam Investments, Inc. 3,037,300(12) 10.1%
One Post Office Square
Boston, MA 02109
Pilgrim Baxter & Assoc, Ltd 2,435,500(13) 8.1%
825 Duportail Road
Wayne, PA 19087
</TABLE>
- ---------------
* Less than 1%
(1) Each person named in the table has sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by him or her,
unless otherwise noted.
(2) The percentage of shares of Common Stock is calculated assuming that the
beneficial owner has exercised any conversion rights, options or other rights to
subscribe held by such beneficial owner that are currently exercisable or
exercisable within 60 days and that no other conversion rights, options or other
rights to subscribe have been exercised by anyone else.
(3) Includes 112,000 shares purchasable by Dr. Brawley within 60 days upon
exercise of options. (4) Includes 48,000 shares purchasable by Dr. Carter
within 60 days upon exercise of options. (5) Includes 9,333 shares purchasable
by Mr. Flinn within 60 days upon exercise of options. (6) Includes 15,000
shares purchasable by Mr. Herndon within 60 days upon exercise of options. (7)
Includes 384,000 shares purchasable by Ms. Jacobs within 60 days upon exercise
of options.
(8) Includes 116,000 shares purchasable by Mr. Klimkowski within 60 days upon
exercise of options, and 5,000 shares owned by Mr. Klimkowski's wife.
(9) Includes 48,000 shares purchasable by Mr. Saunders within 60 days upon
exercise of options.
(10) Includes 20,000 shares purchasable by Mr. Smith within
60 days upon exercise of options.
(11) Includes 752,333 shares purchasable by all executive officers and directors
as a group within 60 days upon exercise of options.
(12) This information is based on a Schedule 13G filed with the Securities
and Exchange Commission in February 1999 reporting that as of December 31,
1998, Putnam Investments, Inc., in its capacity as a parent holding company,
had shared voting power as to 321,100 shares and shared dispositive power as
<PAGE>
to 3,037,300 shares. According to such Schedule 13G, Putnam Investment
Management, Inc. had shared dispositive power as to 2,650,300 of the shares
beneficially owned by Putnam Investments, Inc. and The Putnam Advisory
Company had shared voting power as to 321,100 shares and shared dispositive
power as to 387,000 shares of the shares beneficially owned by Putnam
Investments, Inc.
(13) This information is based on a Schedule 13G filed with the Securities and
Exchange Commission in February 1999 reporting that as of December 31, 1998,
Pilgrim Baxter & Associates, Ltd., in its capacity as an investment advisor, had
sole voting power as to 2,213,700 shares and sole dispositive power as to all
2,435,500 shares. According to such Schedule 13G, PBHG Growth Fund had sole
voting and dispositive power as to 1,475,200 of the shares beneficially owned by
Pilgrim Baxter & Associates, Ltd.
<PAGE>
PROPOSAL NUMBER ONE
ELECTION OF DIRECTORS
The Board of Directors of the Company is divided into three classes (Class
I, Class II and Class III) with three directors in Class I and two directors
each in Class II and Class III. One class of directors is elected each year for
a three-year term. Three directors, representing the Class I Directors, are to
be elected at the Annual Meeting. These Class I Directors will serve until the
Annual Meeting of Stockholders in 2002 or until their successors shall have been
elected and qualified. The current Board of Directors has selected, and will
cause to be nominated at the meeting, Mr. Patrick L. Flinn, Mr. John V. Herndon
and Mr. Peter A.A. Saunders, who upon election will comprise the Class I
Directors of the Board of Directors.
Provided that a quorum of stockholders is present at the meeting in person
or by proxy, directors will be elected by a plurality of the votes cast at the
meeting. Abstentions and "broker non-votes" will have no effect on the election
of directors. The persons named on the enclosed proxy card or their substitutes
will vote all of the shares that they represent for the above-named nominees
unless instructed otherwise on the proxy card. If at the time of the Annual
Meeting of Stockholders any nominee is unable or declines to serve, the
discretionary authority provided in the proxy will be exercised to vote for a
substitute. Management has no reason to believe that a substitute nominee will
be required.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES
NAMED IN THIS PROPOSAL.
The directors and director nominees have supplied the Company with the
following information concerning their age, principal employment, other
directorships and positions with the Company:
Director/Nominee Principal Occupation and Other Information
---------------- --------------------------------------------
Class I Director Nominees
Patrick L. Flinn Since 1996, Mr. Flinn has been a private
Director since 1998 investor and consultant to various businesses
Age: 57 and non-profit organizations. From July 1991 to
January 1996, Mr. Flinn was Chairman, President
and Chief Executive Officer of Bank South
Corporation. Prior to joining Bank South, Mr.
Flinn was a Group Vice President for C&S/Sovran
Corporation (formerly Citizens and
Southern Corporation). Mr. Flinn is a director of
Metrotrans Corporation, a manufacturer
of touring buses, and IRT Property Company, a real
estate investment trust that is an owner, operator
and redeveloper of neighborhood and community
shopping centers. He was elected as a director of
Theragenics in November 1998.
John V. Herndon Mr. Herndon joined the Company in April
Director since 1987 1987 as Executive Vice President and in
Age: 58 July 1989 was appointed President, Chief Executive
Officer and Chairman of the Board of Directors
of the Company. In August 1993, Mr. Herndon
relinquished his role as Chief Executive
Officer while retaining his position as Chairman of
the Board of Directors of the
Company. Mr. Herndon stepped down as Chairman of the
Board in December 1994, and currently serves as a
Director and Advisor-to-the-President.
<PAGE>
Director/Nominee Principal Occupation and Other Information
---------------- -------------------------------------------
Peter A.A. Saunders Mr. Saunders is manager/owner of PASS
Director since 1989 Consultants, a Great Britain-based
Age: 57 management consulting firm established in 1988.
Mr. Saunders presently serves as a director of
ProxyMed, Inc., a provider of healthcare information
services.
Class II Directors
Charles R. Klimkowski Prior to his retirement in 1998, Mr. Klimkowski
Director since 1993 served as an Executive Vice President and
Age: 63 Director and formerly as Chief Operating Officer and
Director of Investments of ABN AMRO Asset
Management(USA) Inc. and The Chicago Corporation.
Mr. Klimkowski was employed by ABN AMRO
and The Chicago Corporation, prior to its acquisition
by ABN AMRO, since 1980. Mr.Klimkowski served as
Chairman of Theragenics' Board of Directors from
December 1994 to June 1997, and as Co-Chairperson
from June 1997 to June 1998. Mr. Klimkowski also
serves as a director of Bone Care International,
Inc., a company engaged in the discovery and
development of improved D-hormone therapies.
Otis W. Brawley, M.D. Since 1988, Dr. Brawley has been a Medical
Director since 1995 Oncologist with the National Cancer
Age: 39 Institute. Dr. Brawley is a Tenured Research Officer.
He has designed a number of clinical trials
and is especially interested in cancer prevention and
cancer epidemiology. He has authored or co-authored
more than 50 publications. Dr. Brawley also reviews
for several prestigious publications.
Class III Directors
Orwin L. Carter, Ph.D. Dr. Carter is Vice President of Finance
Director since 1991 and Administration for HamlineUniversity in St.Paul,
Age: 56 Minnesota. From March 1995 to August 1997, Dr. Carter
served as a consultant with INCSTAR Corporation,
a manufacturer of in vitro diagnostic test kits and
an affiliate of Sorin Biomedica. From 1989 to
September 1994, Dr. Carter served INCSTAR in
various capacities including Chairman, Chief
Executive Officer and President. Dr. Carter also
currently serves on the Board of Directors of
Lifecore Biomedical, Inc., a manufacturer and
marketer of medical and surgical devices.
<PAGE>
Director/Nominee Principal Occupation and Other Information
- ----------------- ------------------------------------------
M. Christine Jacobs Since 1992, Ms. Jacobs has been President and
Director since 1992 Chief Operating Officer of the Company, and in
Age: 48 August 1993, Ms. Jacobs was promoted to the position
of Chief Executive Officer while retaining
the position of President. In 1997 Ms. Jacobs was
elected Co-Chairperson and in 1998 she
was elected Chairperson. In 1998, Ms. Jacobs was
elected as a director of HBO & Co. In January 1999,
HBO & Co. merged with McKesson, Inc. and Ms. Jacobs
was elected as a director of McKesson HBOC, the
merged company. McKesson HBOC is a healthcare
services company that provides pharmaceutical supply
management and information technology to the
healthcare industry.
The Board of Directors held four meetings during fiscal 1998 and acted
by unanimous written consent in lieu of five meetings. All members participated
in all meetings.
The Board of Directors has established four standing committees and has
assigned certain responsibilities to each of those committees.
The Audit Committee met twice during fiscal 1998. The Audit Committee
reviews the independence, qualifications and activities of the Company's
independent certified public accountants and the activities of the Company's
accounting staff. The Audit Committee also recommends to the Board the
appointment of the Company's independent certified public accountants and
reviews and approves the Company's annual financial statements together with
other financial reports and related matters. The Audit Committee is composed of
Mr. Saunders and Dr. Carter, each of whom attended all meetings.
The Compensation Committee met three times during fiscal 1998. The
Compensation Committee makes recommendations concerning remuneration of the
Company's Chief Executive Officer. The Compensation Committee is composed of Mr.
Klimkowski and Dr. Brawley, each of whom attended all meetings.
The Nominating Committee met twice during fiscal 1998. The Nominating
Committee evaluates and makes recommendations as to individuals believed to be
best qualified and willing to fill vacancies on the Board of Directors. The
Nominating Committee is composed of Mr. Herndon and Ms. Jacobs, each of whom
attended all meetings.
The Stock Option Committee met once during fiscal 1998. The Stock
Option Committee administers the Company's stock option plans and determines
the conditions and amounts of options granted under these plans. The Stock
Option Committee is composed of Dr.Brawley, Dr. Carter, Mr. Klimkowski and Mr.
Saunders, who are all non-employee directors of the Company,and all of whom
attended the meeting.
Directors who are not officers of the Company receive $2,500 per
quarter, and $1,000 for attending each Board meeting and $500 for attending each
Committee meeting. In addition to cash compensation, each director who is not an
officer of the Company will be granted upon his or her election or reelection to
a three-year term as a director, an option to purchase 48,000 shares (which has
been adjusted to account for a 2-for-1 stock split implemented through a stock
dividend as of April 15, 1998) of Common Stock at an exercise price equal to the
fair market value of the Common Stock as of the date of election or reelection.
Each option shall vest as to 16,000 shares at the end of each year of service in
the director's three-year term.
<PAGE>
Executive Officers
The executive officers of the Company and their age, position with the
Company and business experience for the past five years are set forth in the
table below.
Executive Officer Office and Other Information
----------------- ----------------------------------
M. Christine Jacobs President and Chief Executive Officer
Age: 48 since 1993. See information above under Class
III Directors.
Bruce W. Smith Mr. Smith became Executive Vice-President in
Age: 46 1998. He has served as Treasurer and Chief
Financial Officer and Secretary of the Board of
Directors since 1989. Mr. Smith has served in
financial capacities with the Company since
joining it in January 1987.
REMUNERATION AND OTHER MATTERS
Executive Compensation
The following table summarizes the compensation paid by the Company for services
rendered during the years indicated to each of the Company's executive officers
whose total salary and bonus exceeded $100,000 during fiscal 1998. Numbers of
underlying securities have been adjusted to account for a 2-for-1 stock split
implemented through a stock dividend as of April 15, 1998.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
Name and ------------
Principal Position Annual Compensation Securities All
------------------ -------------------- Underlying Other
Year Salary(1) Bonus Options Compensation(2)
---- --------- -------- ----------- --------------
<S> <C> <C> <C> <C> <C>
M. Christine Jacobs 1998 $218,852 $289,800 - $783
President & Chief 1997 $209,449 $294,000 - $322
Executive Officer(3) 1996 $151,455 $170,000 240,000 $357
Bruce W. Smith 1998 $145,655 $ - - $592
Secretary, Treasurer 1997 $105,445 $ 20,000 100,000 $455
Chief Financial 1996 $ 71,430 $ 20,000 - $399
Officer & Executive
Vice-President (4)
</TABLE>
_________________
(1) Includes amounts deferred under the 401(k) feature of the Company's
Employee Savings Plan.
(2) Represents premiums on a term life insurance policy.
(3) The Company has an agreement with Ms. Jacobs, dated August 1,
1996, which provides for her employment for the period
commencing August 1, 1996 and expiring July 31, 1999. This
agreement provides for a minimum annual base salary of
$200,000 plus an annual bonus determined by the Compensation
Committee of the Board of Directors. In addition, in the event
of termination, the agreement provides a severance package of
up to two years' salary and other related benefits.
(4) The Company has an agreement with Mr. Smith, dated January 1,
1999, which provides for his employment for the period
commencing January 1, 1999 and expiring December 31, 2003, and
for successive one year renewal periods thereafter. This
agreement provides for a minimum annual base salary of
$150,000, subject to review at least annually, and
discretionary annual bonuses. In addition, in the event of
termination, the agreement provides a severance package of up
to two years' salary.
<PAGE>
Options. No stock options were granted to Ms. Jacobs or Mr. Smith during
fiscal 1998. The following table sets forth information concerning options
exercised during 1998 and the value of unexercised options as of December
31, 1998 held by Ms. Jacobs and Mr. Smith. No stock appreciation rights have
ever been issued by the Company. Numbers of underlying securities have been
adjusted to account for a 2-for-1 stock split implemented through a stock
dividend as of April 15, 1998.
Option Exercises in Fiscal 1998
and Fiscal Year-End Option Values Table
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options on Options on
December 31, December 31,
Shares 1998 1998
Acquired Exercisable/ Exercisable/
Name on Value Un-exercisable Un-exercisable(2)
Exercise Realized(1)
-------- ---------- --------------- -----------------
M. Christine Jacobs 6,000 $144,188 394,000/80,000 $4,645,250/$670,000
Bruce W. Smith --- $ --- 36,000/96,000 $ 226,000/$226,000
(1) An individual, upon exercise of an option, does not receive cash equal
to the amount contained in the Value Realized column of this table.
Instead, the amounts contained in the Value Realized column reflect the
increase in the price of Company Common Stock from the option grant
date to the option exercise date. No cash is realized until the shares
received upon exercise of an option are sold.
(2) Based on $16.8125 per share, the December 31, 1998 closing price as
quoted on the New York Stock Exchange.
Board Compensation Committee Report on Executive Compensation. The
Compensation Committee sets only the compensation of the Chief Executive
Officer. Compensation of other executive officers is set by the Chief Executive
Officer based on a structure similar to that established by the Compensation
Committee for compensation of the Chief Executive Officer, except that stock
options are awarded by the Stock Option Committee of the Board of Directors. The
Compensation Committee has a policy that a significant portion of the Chief
Executive Officer's pay should be related to the performance of the Company and
the Chief Executive Officer's contribution to that performance. In determining
the amount and type of compensation, the Committee's goal is to provide a
package that is competitive with the marketplace while placing a substantial
portion of the C.E.O.'s compensation "at risk" by tying it to both short-term
and long-term measures of the Company's performance.
In determining the C.E.O.'s performance bonus for 1998 the compensation
committee reviewed the accomplishments of Ms. Jacobs and the Company for the
year. These accomplishments included the following: an increase in revenue and
net earnings over 1997 of 55% and 48%, respectively; the doubling of production
capacity over 1997; the completion of the construction and the opening of the
Company's new, larger manufacturing facilities with no perceivable negative
impact on the manufacturing process; attainment of ISO 9001 Certification;
attainment of CE Marking, which granted regulatory approval for the marketing of
TheraSeed(R) throughout the member countries of the European Union; the
commencement of European sales; effecting a 2 for 1 stock split through a stock
dividend; and the transition of the listing of the Company's common stock from
Nasdaq to the New York Stock Exchange. The compensation committee believes that
these and other accomplishments should have a direct impact on the long-term
success of the Company. Accordingly, the compensation committee awarded Ms.
Jacobs a bonus of $289,800 for the year ended December 31, 1998, which the
committee believes is commensurate with the contribution of the C.E.O. to these
accomplishments, and the impact these accomplishments should have on the
long-term success of the Company.
It is also the Committee's responsibility to address issues raised by
Section 162(m) of the Internal Revenue Code. The revisions to this section made
certain non-performance-based compensation in excess of $1,000,000 to executives
of public companies nondeductible to the companies beginning in 1994. The
Committee has reviewed these issues and has determined that no portion of
compensation payable to any executive officer for 1998 is nondeductible.
<PAGE>
Submitted by the Members of the Compensation Committee:
Otis W. Brawley, M.D.
Charles R. Klimkowski
The Stock Option Committee of the Board of Directors administers the
Company's stock option plans and determines the terms of options granted under
these plans. These plans form the basis of the Company's long-term incentive
compensation plan. The Stock Option Committee believes that placing a portion of
executives' compensation in the form of stock options achieves three objectives.
It aligns the interest of the Company's executives directly with those of the
Company's stockholder's, gives executives a significant long-term interest in
the Company's success and helps the Company retain key executives. In
determining the number and terms of options to grant an executive, the Stock
Option Committee primarily considers the executive's past performance as an
indicator of future performance and the degree to which an incentive for
long-term performance would benefit the Company. Based on these factors, in
relatively equal proportions, the Stock Option Committee awarded the Chief
Executive Officer 240,000 options during fiscal 1996. No stock options were
awarded to the C.E.O. in fiscal 1997 or 1998. Mr. Smith was awarded 100,000
options in 1997. No stock options were awarded to Mr. Smith in 1996 or 1998.
Submitted by Members of the Stock Option Committee:
Otis W. Brawley, M.D.
Orwin L. Carter, Ph.D.
Charles R. Klimkowski
Peter A.A. Saunders
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares the performance of the Company's Common Stock to
the performance of the New York Stock Exchange Composite Index, the Nasdaq Stock
Market Index and the Nasdaq Pharmaceutical Index. The graph assumes that $100
was invested on December 31, 1993 in the Company's Common Stock and each of the
indices and that all dividends were reinvested. The Nasdaq Stock Market Index
and Nasdaq Pharmaceutical Index are included in the comparison for this year
because the Company's Common Stock was traded on the Nasdaq National Market
prior to August 6, 1998. As a result of the listing of the Company's Common
Stock on the New York Stock Exchange effective August 6, 1998, the Company has
determined to replace the Nasdaq Stock Market Index with the New York Stock
Exchange Composite Index in the performance graph for future years.
Comparison of Five Year - Cumulative Returns
[GRAPH OF FIVE-YEAR RETURNS APPEARS HERE.]
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C>
Theragenics Corporation 100 56 279 526 847 791
NYSE Composite Index 100 98 127 153 202 240
Nasdaq Stock Market (U.S. Companies) 100 98 138 170 208 294
Nasdaq Pharmaceutical Stocks 100 75 138 138 143 183
</TABLE>
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee currently consists of Mr. Klimkowski and Dr.
Brawley, non-executive directors of the Company. No executive officer of the
Company serves or served on the Compensation Committee of another entity and no
executive officer of the Company serves or served as a director of another
entity who has or had an executive officer serving on the Board of Directors of
the Company.
PROPOSAL NUMBER TWO
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Stockholders will be asked to vote for a proposal to ratify the appointment of
Grant Thornton LLP as the independent public accountants of the Company for the
fiscal year ending December 31, 1999. Grant Thornton LLP has been the
independent public accountants for the Company since fiscal year 1989. If the
stockholders, by affirmative vote of the holders of a majority of the votes
cast, do not ratify this appointment, the Board of Directors will reconsider its
action and select other independent public accountants without further
stockholder action. Abstentions and broker non-votes will have no effect on
Proposal Two.
A representative of Grant Thornton LLP is expected to be present at the
Annual Meeting to respond to appropriate questions and will be given the
opportunity to make a statement if such representative desires to do so.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR
RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE INDEPENDENT PUBLIC
ACCOUNTANTS OF THE COMPANY.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to Section 16(a) of the Securities Exchange Act of 1934, officers,
directors, and beneficial owners of more than ten percent of the outstanding
Common Stock are required to file reports with the Securities and Exchange
Commission reporting their beneficial ownership of the Common Stock at the time
they become subject to the reporting requirements and changes in beneficial
ownership occurring thereafter. Based on a review of the reports submitted to
the Company and written representations from persons known to the Company to be
subject to these reporting requirements, the Company believes that its executive
officers and directors complied with the Section 16(a) requirements during
fiscal 1998, except for the following: Mr. Flinn's initial filing on Form 3 was
late; and the reporting of the purchase of Common Stock by Mr. Klimkowski was
not reported on a timely basis. These late filings were due to administrative
oversights by the Company.
STOCKHOLDERS PROPOSALS
Stockholders of Theragenics may submit proposals for inclusion in the proxy
materials. These proposals must meet the stockholder eligibility and other
requirements of the Securities and Exchange Commission. In order to be included
in the Company's 2000 proxy material, a stockholder's proposal must be received
not later than December 31, 1999 at Theragenics Corporation offices, 5203
Bristol Industrial Highway, Buford, Georgia 30518, ATTN.: Secretary.
In addition, Theragenics' By-Laws provide that in order for business to be
brought before the Annual Meeting, a stockholder must deliver or mail written
notice to the principal executive offices of the Company, which written notice
is received not less than 60 days nor more than 90 days prior to the date of the
meeting. The notice must state the stockholder's name, address, number and class
of shares of Theragenics stock held, and briefly describe the business to be
brought before the meeting, the reasons for conducting such business at the
Annual Meeting, and any material interest of the stockholder in the proposal.
The By-Laws also provide that if a stockholder intends to nominate a
candidate for election as a Director, the stockholder must deliver written
notice of his or her intention to the Secretary of the Company. The notice
<PAGE>
must be received not less than 60 days nor more than 90 days before the date of
the meeting of stockholders. The notice must set forth the name and address of,
and the number of shares owned by, the stockholder (and that of any other
stockholder known to be supporting said nominee). The notice must also set forth
the name of the nominee for election as a Director, the age of the nominee, the
nominee's business address and experience during the past five years, the number
of shares of stock of the Company beneficially held by the nominee, and such
other information concerning the nominee as would be required to be included in
a proxy statement soliciting proxies for the election of the nominee. In
addition, the notice must include the consent of the nominee to serve as a
Director of Theragenics if elected.
MISCELLANEOUS
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
DECEMBER 31, 1998, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, TO ANY RECORD
OR BENEFICIAL OWNER OF ITS COMMON STOCK AS OF APRIL 16, 1999, WHO REQUESTS A
COPY OF SUCH REPORT. ANY REQUEST FOR THE 10-K REPORT SHOULD BE IN WRITING
ADDRESSED TO: RON WARREN, DIRECTOR OF INVESTOR RELATIONS, THERAGENICS
CORPORATION, 5203 BRISTOL INDUSTRIAL HIGHWAY, BUFORD, GEORGIA 30518. IF THE
PERSON REQUESTING THE REPORT WAS NOT A SHAREHOLDER OF RECORD ON APRIL 16, 1999,
THE REQUEST MUST INCLUDE A REPRESENTATION THAT SUCH PERSON WAS A BENEFICIAL
OWNER OF COMMON STOCK OF THE COMPANY ON THAT DATE. COPIES OF ANY EXHIBITS TO THE
FORM 10-K WILL BE FURNISHED ON REQUEST AND UPON PAYMENT OF THE COMPANY'S
EXPENSES IN FURNISHING SUCH EXHIBITS.
OTHER MATTERS
Management is not aware of any matters to be presented for action at the
meeting other than those set forth in this Proxy Statement. However, should any
other business properly come before the meeting, or any adjournment thereof, the
enclosed Proxy confers upon the persons entitled to vote the shares represented
by such Proxy discretionary authority to vote the same in respect of any such
other business in accordance with their best judgment in the interest of the
Company.
Buford, Georgia
April 30, 1999
<PAGE>
Proxy
THERAGENICS CORPORATION
5203 BRISTOL INDUSTRIAL WAY
BUFORD, GEORGIA 30518
PROXY - Annual Meeting of Stockholders - June 11, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Ms. M. Christine Jacobs and Mr. Bruce W.
Smith, or either of them (the "Proxies"), as the undersigned's proxy or proxies,
each with the power to appoint her/his substitute, and hereby authorizes them to
represent and to vote, as designated below, all shares of Common Stock of
Theragenics Corporation (the "Company") which the undersigned is entitled to
vote at the Annual Meeting of Stockholders of the Company to be held on June 11,
1999 or any adjournment thereof.
A ticket must be presented in order to gain admission to the Annual Meeting
of Stockholders. If you are planning on attending the meeting, please complete
and return the enclosed Admission Ticket Request Form in order to receive your
admission ticket. You will not be mailed an Admission Ticket. Your ticket will
be available at the registration table on June 11, 1999.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below
(except as marked to the contrary)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
Nominees: Mr. Patrick L. Flinn Mr. John V. Herndon Mr. Peter A.A. Saunders
2. PROPOSAL TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS THE INDEPENDENT
PUBLIC ACCOUNTS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 1999.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(CONTINUED ON REVERSE SIDE)
3. In their discretion, the Proxies, or either of them, are authorized to vote
upon such other business as may properly come before the
meeting or any adjournment thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy
will be voted in favor of Mr. Patrick L. Flinn, Mr. John V. Herndon and
Mr. Peter A.A. Saunders for election as directors and FOR Proposal 2.
Date___________________________________
_______________________________________
Signature
_______________________________________
Signature(s)
Please sign exactly as your name or names
appear at left. when shares are held by
joint tenants, both should sign. If
signing in any fiduciary or
representative capacity, give full title
as such.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.
<PAGE>
ADMISSION TICKET REQUEST
THERAGENICS CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
10:00 A.M., NEW YORK CITY TIME, FRIDAY, JUNE 11, 1999
You will need a ticket to attend the Annual Meeting of Stockholders. If your
shares are registered in your name and not in the name of a bank, broker or
other third party, you may request an admission ticket by completing and
returning the Admission Ticket Request Form printed below. You will not be
mailed an admission ticket. Your ticket will be available at the registration
table on June 11, 1999.
If your shares are not registered in your own name, please advise the bank,
broker or other institution that holds your shares that you plan to attend the
Annual Meeting of Stockholders. That firm must provide you with documentation
showing that you owned your shares of the Company as of the record date April
16, 1999. This documentation may be either a copy of an account statement that
shows you owned the shares on the record date or a letter from the firm that
confirms you owned the shares on that date. Please include that documentation
when you return this Admission Ticket Request form to the Company in order to
receive an admission ticket.
FOLD AND DETACH HERE
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
ADMISSION TICKET REQUEST
THERAGENICS CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
10:00 A.M., NEW YORK CITY TIME, FRIDAY, JUNE 11, 1999
If you plan to attend the 1999 Annual Meeting of Stockholders, which will be
held at the New York Marriott Financial Center Hotel, 85 West Street, New York,
NY 10006, you may request an admission ticket for yourself by completing and
returning this form. Admission tickets will be available at the registration
table on June 11, 1999.
Shareholder Name (Please Print)____________________________________________
Additional Admission Tickets requested for the following additional family
members:
- ---------------------------------------------------------------------------
Number of shares owned: ___________________________________________________
Address: __________________________________________________________________
City:__________________________ State:_________________ Zip Code:_________
