<PAGE> 1
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 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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
</TABLE>
Theragenics Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[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> 2
THERAGENICS CORPORATION
5203 BRISTOL INDUSTRIAL WAY
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, May 19, 2000, at the Loews New York Hotel, 569 Lexington Avenue, New
York, New York, 10022, for the following purposes:
1. To elect one director;
2. To consider and vote on the adoption of the Theragenics Corporation
2000 Stock Incentive Plan; and
3. 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 March 22, 2000,
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
March 31, 2000
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 MAY 19, 2000.
<PAGE> 3
THERAGENICS CORPORATION
5203 BRISTOL INDUSTRIAL WAY
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, May 19, 2000, at the Loews New York Hotel, 569 Lexington Avenue, New
York, New York, 10022, 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 March 22, 2000,
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 Way, 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 nominee 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 May
19, 2000.
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 March
22, 2000. 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 has retained Beacon Hill Partners, Inc. to aid in the
solicitation of proxies from its stockholders. The fees of Beacon Hill Partners,
Inc. to be paid by the Company are estimated to be approximately $2,500, plus
reimbursement of out-of-pocket expenses. 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 March 31, 2000.
VOTING SECURITIES AND PRINCIPAL SECURITY HOLDERS
As of March 22, 2000, there were 29,524,692 shares of Common Stock, par
value $.01 per share ("Common Stock") outstanding and entitled to vote at the
Annual Meeting.
<PAGE> 4
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 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 March 22, 2000, 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
BENEFICIAL COMMON STOCK
NAME OF 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............................................. 33,000(6) *
M. Christine Jacobs......................................... 508,556(7) 1.7%
Peter A.A. Saunders......................................... 104,000(8) *
Bruce W. Smith.............................................. 188,300(9) *
All Directors and Officers as a Group (seven persons)....... 1,038,689(10) 3.4%
</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 31,000 shares purchasable by Mr. Herndon within 60 days upon
exercise of options.
(7) Includes 464,000 shares purchasable by Ms. Jacobs within 60 days upon
exercise of options.
(8) Includes 64,000 shares purchasable by Mr. Saunders within 60 days upon
exercise of options.
(9) Includes 48,000 shares purchasable by Mr. Smith within 60 days upon
exercise of options.
(10) Includes 776,333 shares purchasable by all executive officers and directors
as a group within 60 days upon exercise of options.
2
<PAGE> 5
PROPOSAL NUMBER ONE
ELECTION OF DIRECTOR
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, one director in
Class II and two directors in Class III. One class of directors is elected each
year for a three-year term. One director, representing the Class II Directors,
is to be elected at the Annual Meeting. This Class II Director will serve until
the Annual Meeting of Stockholders in 2003 or until his successor shall have
been elected and qualified. The current Board of Directors has selected, and
will cause to be nominated at the meeting, Otis W. Brawley, M.D. who upon
election will comprise the Class II Directors of the Board of Directors.
Charles R. Klimkowski retired from the Board of Directors on February 4,
2000. Mr. Klimkowski was a Class II director. The Nominating Committee intends
to actively search for an individual to fill this vacancy.
Provided that a quorum of stockholders is present at the meeting in person
or by proxy, a director 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 the director. The persons named on the enclosed proxy card or their
substitutes will vote all of the shares that they represent for the above-named
nominee 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 NOMINEE
NAMED IN THIS PROPOSAL.
The directors and director nominee have supplied the Company with the
following information concerning their age, principal employment, other
directorships and positions with the Company:
<TABLE>
<CAPTION>
DIRECTOR/NOMINEE PRINCIPAL OCCUPATION AND OTHER INFORMATION
---------------- ------------------------------------------
<S> <C>
CLASS I DIRECTORS
Patrick L. Flinn Since 1996, Mr. Flinn has been a private investor and
Director since 1998 consultant to various businesses and non-profit
Age: 58 organizations. From July 1991 to January 1996, Mr.
Flinn was Chairman, President and Chief Executive
Officer of Bank South Corporation. Mr. Flinn is also
a director of IRT Property Company, a real estate
investment trust that is an owner, operator and
redeveloper of neighborhood and community shopping
centers.
John V. Herndon Mr. Herndon joined the Company in April 1987, as
Director since 1987 Executive Vice President and in July 1989, was
Age: 59 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.
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
DIRECTOR/NOMINEE PRINCIPAL OCCUPATION AND OTHER INFORMATION
---------------- ------------------------------------------
<S> <C>
Peter A.A. Saunders, From 1988 to 1997, Mr. Saunders was Owner/Chairman of
F.R.S.A. (Fellow of PASS Consultants, a marketing and business
Royal Society of Arts) consultancy company based in the United Kingdom. From
Director since 1989 1992 to 1994 he served as managing director of United
Age: 58 Artists Communications (London-U.K.)Ltd. and from
1975 to 1988 Mr. Saunders held various executive and
directorship positions with Allders Department Stores
in the U.K. From 1993 to 1998, Mr. Saunders was a
non-executive director of Mayday University Hospital,
a 700-bed hospital in London. Mr. Saunders presently
serves as a director of ProxyMed, Inc., a Florida
based provider of healthcare information services.
CLASS II DIRECTOR NOMINEE
Otis W. Brawley, M.D. Since 1988, Dr. Brawley has been a Medical Oncologist
Director since 1995 with the National Cancer Institute. Dr. Brawley is a
Age: 40 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. Prior to his retirement in 1999, Dr. Carter served as
Director since 1991 Vice President of Finance and Administration for
Age: 57 Hamline University. Dr. Carter was employed by
Hamline from 1996 to 1999. 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.
M. Christine Jacobs Since 1992, Ms. Jacobs has been President and Chief
Director since 1992 Operating Officer of the Company, and in August 1993,
Age: 49 Ms. Jacobs was promoted to the position of Chief
Executive Officer while retaining the position of
President. In 1997 Ms. Jacobs was elected Co-Chairman
and in 1998 she was elected Chairman. Ms. Jacobs is
also a director of McKesson HBOC, a healthcare
services company that provides pharmaceutical supply
management and information technology to the
healthcare industry.
</TABLE>
The Board of Directors held four meetings during 1999. 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.
4
<PAGE> 7
The Audit Committee met three times during 1999. 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
Dr. Carter, Mr. Flinn and Mr. Saunders, each of whom attended all meetings.
The Compensation Committee met five times during 1999. The Compensation
Committee makes recommendations concerning remuneration of the Company's Chief
Executive Officer. The Compensation Committee is composed of Dr. Brawley and Mr.
Flinn, each of whom attended all meetings.
The Nominating Committee met twice during 1999. 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 Ms. Jacobs and Mr. Herndon, each of whom
attended all meetings.
The Stock Option Committee met twice during 1999. 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. Flinn and Mr. Saunders,
who are all non-employee directors of the Company, and all of whom attended all
meetings.
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.
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.
<TABLE>
<CAPTION>
EXECUTIVE OFFICER OFFICE AND OTHER INFORMATION
----------------- ----------------------------
<S> <C>
M. Christine Jacobs President and Chief Executive Officer since
Age: 49 1993. See information above under Class III
Directors.
Bruce W. Smith Mr. Smith has served as Executive
Age: 47 Vice-President of the Company since 1998. Mr.
Smith joined the Company in 1987, and has
served as the Company's Chief Financial
Officer, Secretary and Treasurer since 1989.
Mr. Smith serves as a director of the Georgia
Biomedical Partnership, a 501(c)(3)
organization.
</TABLE>
5
<PAGE> 8
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 1999.
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
------------
ANNUAL COMPENSATION SECURITIES ALL
NAME AND -------------------- UNDERLYING OTHER
PRINCIPAL POSITION YEAR SALARY(1) BONUS OPTIONS COMPENSATION(2)
------------------ ---- --------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
M. Christine Jacobs...................... 1999 $311,646 $181,470 180,000 $75,660
President & Chief 1998 $218,852 $289,800 -- $ 783
Executive Officer(3) 1997 $209,449 $294,000 -- $ 322
Bruce W. Smith........................... 1999 $168,034 $ 25,000 50,000 $ 9,521
Secretary, Treasurer 1998 $145,655 $ -- -- $ 592
Chief Financial 1997 $105,445 $ 20,000 100,000 $ 455
Officer & Executive
Vice-President(4)
</TABLE>
- ---------------
(1) Includes amounts deferred under the 401(k) feature of the Company's Employee
Savings Plan.
(2) For Ms. Jacobs, 1999 amount includes $40,000 of perquisites and $35,000
payable for use in producing retirement income. For Mr. Smith, 1999 amount
includes $7,594 in automobile allowances. Amounts for 1998 and 1997
represent premiums on a term life insurance policy for both Ms. Jacobs and
Mr. Smith.
(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 through
July 31, 1999, subject to automatic renewal each August 1, so that the then
current term will be three years. This agreement provides for an annual base
salary of at least $200,000, subject to review at least annually for
possible increases, (the current rate of Ms. Jacob's annual base salary is
$300,000) plus an annual bonus determined under a bonus plan established by
the Compensation Committee of the Board of Directors. The amount of the
bonus will be determined by the Compensation Committee. The agreement also
provides for benefits, including supplemental disability coverage. In
addition, in the event of termination, the agreement provides a severance
package equal to two years' salary payable in six consecutive monthly
installments, full vesting of stock options and other related benefits. The
agreement provides that if any of the change in control payments or benefits
are parachute payments subject to excise tax, the Company will pay an
additional amount to Ms. Jacobs to put her in the same after-tax position as
if no excise tax had been incurred. The agreement contains a provision which
is intended to restrict Ms. Jacobs from soliciting the Company's customers
to a competing business or soliciting the Company's employees. These
provisions apply during the term of the agreement and for two years after
termination.
(4) The Company has an agreement with Mr. Smith, dated January 1, 1999, and
amended June 29, 1999, which provides for his employment for the period
commencing January 1, 1999 through January 1, 2004, subject to automatic
renewal January 1, 2003, and each January 1, thereafter for an additional
year, so that the term as of the each renewal date will be for two years.
This agreement provides for an annual base salary of at least $150,000,
subject to review at least annually for possible increases, and
discretionary annual bonuses up to 20% of base salary. In addition, in the
event of termination, the agreement provides a severance package of up to
two years' salary. The agreement contains a provision, which is intended to
restrict Mr. Smith from competing with the Company by performing similar
services for a competitor, soliciting customers to a competing business or
soliciting the Company's employees. These provisions apply during the term
of the agreement and for two years after termination.
6
<PAGE> 9
Options. The following table sets forth certain information concerning
grants of stock options made during fiscal 1999 to Ms. Jacobs and Mr. Smith.
OPTION GRANTS IN FISCAL 1999
<TABLE>
<CAPTION>
POTENTIAL
REALIZED VALUE
% OF AT ASSUMED ANNUAL
NUMBER OF TOTAL RATE OF STOCK PRICE
SECURITIES GRANTED TO APPRECIATION
UNDERLYING EMPLOYEES BASE FOR OPTION TERM
OPTIONS IN FISCAL PRICE --------------------------
NAME GRANTED YEAR ($/SH) 5%($) 10%($)
- ---- ---------- ---------- ------- ---------- ----------
<S> <C> <C> <C> <C> <C>
M. Christine Jacobs....... 180,000 43% $9.6875 $1,096,650 $2,779,092
Bruce W. Smith............ 50,000 12% $8.8750 $ 279,070 $ 707,225
</TABLE>
The following table sets forth information concerning options exercised
during 1999 and the value of unexercised options as of December 31, 1999, held
by Ms. Jacobs and Mr. Smith. No stock appreciation rights have ever been issued
by the Company.
OPTION EXERCISES IN FISCAL 1999
AND FISCAL YEAR-END OPTION VALUES TABLE
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS ON IN-THE-MONEY OPTIONS ON
ACQUIRED DECEMBER 31, 1999 DECEMBER 31, 1999
NAME ON EXERCISE VALUE REALIZED(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(2)
- ---- ----------- ----------------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
M. Christine Jacobs..... 10,000 $38,750 464,000/180,000 $1,773,000/$0
Bruce W. Smith.......... 16,000 $71,000 48,000/118,000 $ 51,000/$60,375
</TABLE>
- ---------------
(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 $9.0625 per share, the December 31, 1999, 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 Chief Executive Officer's compensation "at risk" by tying it to
both short-term and long-term measures of the Company's performance.
In determining the Chief Executive Officer's performance bonus for 1999 the
compensation committee reviewed the accomplishments of Ms. Jacobs and the
Company for the year. These accomplishments included the following: the
execution of agreements with the U.S. Department of Energy (DOE) and related
entities that grants the Company access to unique DOE technology for the
production of isotopes; the commencement of construction of new facilities in
Oak Ridge, Tennessee that will enable the Company to utilize the DOE technology;
the launching of a formal research and development initiative to expand the
application of Pd-103 and TheraSeed(R) to other oncological and non-oncological
uses, and explore options for using the Company's expertise and capabilities in
other areas; the management of the Sales and Marketing Agreement with Indigo
Medical, Inc. during a period in which the transition of sales responsibility
for TheraSeed(R) to Indigo was substantially completed; the recovery of revenues
during the second half of 2000, a portion of which was due to
7
<PAGE> 10
the assistance and support Ms. Jacobs provided to Indigo during the transitional
period; and the efforts of Ms. Jacobs in supporting the threatened reduction of
Medicare reimbursement for brachytherapy. 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 discretionary performance bonus of $60,000 for the year
ended December 31, 1999. In addition, Ms. Jacobs also received a bonus of
$121,470 that was calculated pursuant to a preestablished formula based solely
on the financial results of the Company for fiscal 1999. The committee believes
these bonuses are commensurate with the contribution of the Chief Executive
Officer to the aforementioned 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 1999 is nondeductible.
Submitted by the Members of the Compensation Committee:
Otis W. Brawley, M.D.
Patrick L. Flinn
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 180,000 options
to Ms. Jacobs during fiscal 1999. No stock options were awarded to Ms. Jacobs in
fiscal 1997 or 1998. Mr. Smith was awarded 50,000 options in 1999 and 100,000
options in 1997. No stock options were awarded to Mr. Smith in 1998.
Submitted by Members of the Stock Option Committee:
Otis W. Brawley, M.D.
Orwin L. Carter, Ph.D.
Patrick L. Flinn
Peter A.A. Saunders
8
<PAGE> 11
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 and the S&P
SmallCap 600 group of companies, Medical Products and Supplies sector, of which
the Company is a part. The graph assumes that $100 was invested on December 31,
1994, in the Company's Common Stock and each of the indices and that all
dividends were reinvested.
COMPARISON OF FIVE-YEAR CUMULATIVE RETURNS
<TABLE>
<CAPTION>
THERAGENICS CORPORATION NYSE COMPOSITE INDEX S&P SMALLCAP 600,
----------------------- -------------------- MEDICAL PRODUCTS AND
SUPPLIES SECTOR (1)
--------------------
<S> <C> <C> <C>
1994 100 100 100
1995 500 136 148
1996 942 164 142
1997 1,516 218 158
1998 1,416 262 145
1999 763 287 140
</TABLE>
- ---------------
(1) Based on information for a self-constructed peer group of the S&P SmallCap
600 group of companies, Medical Products and Supplies sector, as published
by Standard and Poor's, which includes the following companies, but from
which the Company has been excluded:
ADAC Laboratories, Inc., Conmed Corporation, Cooper Companies, Inc.,
Datascope Corporation, Diagnostic Products Corporation, Hologic, Inc.,
Invacare Corporation, Laser Vision Centers, Inc., Mentor Corporation,
Osteotech, Inc., ResMed, Inc., Respironics, Inc., Sola International, Inc.,
Spacelabs Medical, Inc., Summit Technology, Inc., Sunrise Medical, Inc.,
Syncor International Corporation, Varian Medical Systems, Inc., Vital Signs,
Inc., and Wesley Jessen Visioncare, Inc.
9
<PAGE> 12
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee currently consists of Dr. Brawley and Mr. Flinn,
non-executive directors of the Company. Ms. Jacobs serves on the Compensation
Committee of McKesson HBOC. No other executive officer of the Company serves or
served on the Compensation Committee of another entity. 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
ADOPTION OF THE THERAGENICS CORPORATION 2000 STOCK INCENTIVE PLAN
Introduction. On February 10, 2000, the Board of Directors approved the
Theragenics Corporation 2000 Stock Incentive Plan (the "Plan"). The Plan
provides the Company with increased flexibility to grant equity-based
compensation to key employees, directors, officers and consultants of the
Company. The purpose of the Plan is to: (i) provide incentives to stimulate
individual efforts toward the Company's long-term growth and profitability; (ii)
encourage stock ownership by officers, key employees, directors and consultants
by enabling them to acquire a proprietary interest in the Company in the form of
shares of Common Stock or to receive compensation based on appreciation in the
value of the Common Stock; and (iii) provide a means of obtaining, rewarding,
and retaining key personnel. The Company has reserved 1,000,000 shares of Common
Stock for issuance pursuant to awards that may be made under the Plan. No awards
have yet been granted under the Plan. Any awards granted pursuant to the Plan
will be contingent upon the final approval of the Plan by the shareholders of
the Company.
The following description of the Plan is qualified in its entirety by
reference to the applicable provisions of the Plan. A copy of the Plan is
available from the Company upon request.
Terms of the Plan. The nature, terms, and conditions of awards under the
Plan will be determined by the Stock Option Committee of the Board of Directors
(the "Committee"). The members of the Committee are selected by the Board of
Directors. The current members of the Committee are Mr. Patrick L. Flinn, Mr.
Peter A.A. Saunders, and Drs. Orwin L. Carter and Otis W. Brawley.
The Plan permits the Committee to make awards of Common Stock, incentive or
nonqualified stock options, stock appreciation rights ("SARs"), dividend
equivalent rights, performance unit awards and phantom shares (collectively,
"Stock Incentives") with the following terms and conditions:
Terms and Conditions of all Stock Incentives. The number of shares of
Common Stock as to which a Stock Incentive may be granted will be determined by
the Committee in its sole discretion. To the extent required under Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and the
regulations thereunder relating to compensation to be treated as qualified
performance-based compensation, the maximum number of shares of Common Stock
with respect to which options or SARs may be granted during any one-year period
to any employee may not exceed 1,000,000. Each Stock Incentive will either be
evidenced by a Stock Incentive Agreement or Stock Incentive Program, in each
case containing such terms, conditions and restrictions as the Committee may
deem appropriate. Although the Committee may permit otherwise, Stock Incentives
are generally not transferable or assignable except by will or by the laws of
descent and distribution and are exercisable only by the recipient during his or
her lifetime or by the recipient's legal representative in the event of the
recipient's death or disability.
Stock Awards. The number of shares of Common Stock subject to a Stock
Award and the restrictions or conditions on such shares, if any, will be
determined by the Committee. The Committee may require a cash payment from the
recipient in an amount no greater than the aggregate Fair Market Value (as
defined in the Plan) of the shares of Common Stock awarded, as determined at the
date of grant.
Options. Options may be either incentive stock options as described in
Section 422 of the Code or nonqualified stock options. The exercise price of
each option will be determined by the Committee and set forth in a Stock
Incentive Agreement, provided that the exercise price of an incentive stock
option may not be less than the Fair Market Value of the Common Stock on the
date the option is granted. With respect to
10
<PAGE> 13
incentive stock options granted to beneficial owners of over 10% of the
outstanding Common Stock ("10% Owners"), the exercise price may not be less than
110% of the Fair Market Value of the Common Stock on the date the option is
granted. The exercise price of any option may not be amended or modified after
the grant of the option, and an option may not be surrendered in consideration
of, or in exchange for, the grant of a new option having an exercise price below
that of the option which was surrendered or exchanged. Incentive stock options
granted to 10% Owners will expire five years after the date of grant, while all
other incentive stock options will expire ten years after the date of grant. The
exercise price of each stock option granted may be paid in cash or, if the
Participant's agreement so provides, in shares previously owned by the
Participant, by any combination of shares and cash, or by means of a "cashless
exercise" through a broker. The term or exercise period of a nonqualified stock
option will be as set forth in the applicable nonqualified stock option
agreement. The term or exercise period of an incentive stock option, or any
portion thereof, will expire no later than three months after the date the
employee's employment is terminated, except that in the case of the recipient's
death or disability, such period will be extended to one-year. An incentive
stock option agreement may, however, provide that the exercise period will
continue after the expiration of the three-month period, in the case of
termination of employment, or one-year period, in the case of death or
disability, in which case if the option is exercised in such extended period, it
will be a nonqualified stock option.
Stock Appreciation Rights. SARs entitle the recipient to receive the
excess of: (i) the Fair Market Value of a specified or determinable number of
shares of Common Stock at the time of payment or exercise over (ii) a specified
or determinable price that, in the case of a SAR granted in connection with an
option, may not be less than the exercise price for the number of shares subject
to that option. Upon settlement of a SAR, the Company must pay to the recipient
the appreciation in the form of cash or shares of Common Stock (valued at Fair
Market Value on the date of payment or exercise) in accordance with the terms of
the applicable Stock Incentive Agreement or, in the absence of such provision,
in such form as the Committee may determine. Each SAR will be exercisable or
payable at such time(s), or upon the occurrence of such event(s), and in such
amount(s) as the Committee specifies in the applicable Stock Incentive
Agreement. The Committee may, however, accelerate the time(s) at which the SAR
may be exercised or paid in whole or in part at any time prior to the complete
termination of the SAR.
Dividend Equivalent Rights. A dividend equivalent right entitles the
recipient to receive payments from the Company in an amount determined by
reference to cash dividends paid on a specified number of shares of Common
Stock. The Committee may impose such restrictions and conditions on any dividend
equivalent right as the Committee in its discretion shall determine. The Company
may pay holders of dividend equivalent rights in the form of cash or shares of
Common Stock (valued at Fair Market Value on the date of payment), with specific
payment provisions to be determined by the Committee.
Performance Unit Awards. A performance unit award entitles the recipient
to receive, at a specified future date, an amount equal to all or a portion of
the value of a specified or determinable number of units (stated in terms of a
designated or determinable dollar amount per unit) granted by the Committee. At
the time of the grant, the Committee will determine the face value of each unit,
the number of units subject to the award, the performance factors applicable to
the determination of the ultimate payment value of the award and the period over
which the Company's performance will be measured. The Company may pay the
holders of performance unit awards in the form of cash or shares of Common Stock
(valued at Fair Market Value on the date of payment), with specific payment
provisions to be determined by the Committee.
Phantom Shares. Phantom shares will entitle the recipient to receive, at a
specified future date, an amount equal to all or a portion of the Fair Market
Value of a specified number of shares of Common Stock at the end of a specified
period. At the time of the grant, the Committee will determine the factors that
will govern the amounts to be paid, including, in the discretion of the
Committee, any performance criteria that must be satisfied as a condition to
payment. The Company may pay the holders of phantom shares in the form of cash
or shares of Common Stock (valued at Fair Market Value on the date of payment),
with specific payment provisions to be determined by the Committee.
Termination and Amendment of the Plan. The Board of Directors may amend or
terminate the Plan without stockholder approval at any time; provided, however,
that the Board may condition any amendment
11
<PAGE> 14
on the approval of the stockholders if such approval is necessary or advisable
with respect to tax, securities or other applicable laws. No such termination or
amendment without the consent of the holder of a Stock Incentive may adversely
affect the rights of a holder under the terms of that Stock Incentive.
Changes in Capitalization. The Plan provides for an adjustment of the
number of shares of Common Stock reserved and subject to awards issued pursuant
to the Plan and of the exercise price of options granted under the Plan in the
event of any increase or decrease in the number of issued shares of Common Stock
resulting from a subdivision or combination of shares or the payment of a stock
dividend in shares of Common Stock or any other increase or decrease in the
number of shares of Common Stock outstanding effected without receipt of
consideration by the Company. In the event of a merger, consolidation or other
reorganization of the Company or a tender offer for its shares of Common Stock,
the Committee may take such action as it deems necessary or appropriate to
reflect the effect of the applicable transaction, including but not limited to:
(i) the substitution, adjustment or acceleration of awards; (ii) the removal of
restrictions on awards; or (iii) the termination of outstanding awards in
exchange for the cash value of the vested portion of the award.
Federal Income Tax Consequences. The following discussion outlines
generally the federal income tax consequences of the receipt of options under
the Plan. Individual circumstances may vary these results. The federal income
tax laws and regulations are frequently amended, and each participant should
rely on his or her own tax counsel for advice regarding federal income tax
treatment under the Plan. If the recipient is subject to Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), special rules
may apply to determine the federal income tax consequences of certain option
exercises. Participants in the Plan should consult their own tax advisors as to
the specific tax consequences applicable to them and to the tax consequences
applicable to other types of Stock Incentives that may be awarded under the
Plan.
Incentive Stock Options. The recipient of an incentive stock option is not
subject to any federal income tax upon the grant of such an option pursuant to
the Plan, nor does the grant of an incentive stock option result in an income
tax deduction for the Company. Further, a recipient will not recognize income
for federal income tax purposes and the Company normally will not be entitled to
any federal income tax deduction as a result of the exercise of an incentive
stock option and the related transfer of shares of Common Stock to the
recipient. However, the excess of the Fair Market Value of the shares
transferred upon the exercise of the incentive stock option over the exercise
price for such shares generally will constitute an item of alternative minimum
tax adjustment to the recipient for the year in which the option is exercised.
Thus, certain recipients may increase their federal income tax liability as a
result of the exercise of an incentive stock option under the alternative
minimum tax rules under the Code.
If the shares of Common Stock transferred pursuant to the exercise of an
incentive stock option are disposed of within two years from the date the option
is granted or within one year from the date the option is exercised, the
recipient generally will recognize ordinary income equal to the lesser of (1)
the gain recognized (i.e., the excess of the amount realized on the disposition
over the exercise price) or (2) the excess of the Fair Market Value of the
shares transferred upon exercise over the exercise price for such shares. The
balance, if any, of the recipient's gain over the amount treated as ordinary
income on disposition generally will be treated as long- or short-term capital
gain depending upon whether the holding period applicable to long-term capital
assets is satisfied. The Company normally would be entitled to a federal income
tax deduction equal to any ordinary income recognized by the recipient, provided
the Company satisfies applicable federal income tax withholding requirements.
If the shares of Common Stock transferred upon the exercise of an incentive
stock option are disposed of after the holding periods have been satisfied, such
disposition will result in a long-term capital gain or loss treatment with
respect to the difference between the amount realized on the disposition and the
exercise price. The Company will not be entitled to a federal income tax
deduction as a result of a disposition of such shares after these holding
periods have been satisfied.
Nonqualified Options. A recipient will not recognize income upon the grant
of a nonqualified option or at any time prior to the exercise of the option or a
portion thereof. At the time the recipient exercises a nonqualified option or
portion thereof, he or she will recognize compensation taxable as ordinary
income in an
12
<PAGE> 15
amount equal to the excess of the Fair Market Value of the Common Stock on the
date the option is exercised over the price paid for the Common Stock, and the
Company will then be entitled to a corresponding deduction.
Depending upon the period for which shares of Common Stock are held after
exercise, the sale or other taxable disposition of shares acquired through the
exercise of a nonqualified option generally will result in a short- or long-term
capital gain or loss equal to the difference between the amount realized on such
disposition and the Fair Market Value of such shares when the nonqualified
option was exercised. Special rules apply to a participant who exercises a
nonqualified option by paying the exercise price in whole or in part by a
transfer of shares of Common Stock to the Company.
The foregoing is a summary discussion of certain federal income tax
consequences to recipients of options under the Code and should not be construed
as legal, tax or investment advice. ALL PARTICIPANTS IN THE PLAN SHOULD CONSULT
THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES APPLICABLE TO THEM,
INCLUDING FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS.
Vote Required and Recommendation of the Board. The Plan is being submitted
for stockholder approval in order to obtain the benefits provided by Rule 16b-3
under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and by
Section 422 of the Code. Rule 16b-3 exempts officers and directors engaging in
certain stock transactions from short-swing trading liability under Section
16(b) of the 1934 Act. Section 422 of the Code requires stockholder approval in
order for options under the Plan to be treated as incentive stock options.
The affirmative vote of the holders of a majority of the shares of Common
Stock present and entitled to vote at the Annual Meeting is required to approve
the adoption of the Plan, assuming the presence of a quorum. The Plan provides
that if it has not been approved by the shareholders within 12 months of its
adoption by the Board of Directors, it will terminate and all options previously
granted thereunder will be void and may not be exercised.
RECOGNIZING THE SIGNIFICANT CONTRIBUTIONS OF THE COMPANY'S EMPLOYEES TO
DATE AND THE NEED TO MOTIVATE, COMPENSATE AND ASSURE THEIR RETENTION, THE BOARD
OF DIRECTORS STRONGLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE ADOPTION OF THE
PLAN.
PROPOSAL NUMBER THREE
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, 2000. 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 Three.
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.
13
<PAGE> 16
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 1999.
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 2001 proxy material, a stockholder's proposal must be received
not later than December 1, 2000, at Theragenics Corporation offices, 5203
Bristol Industrial Way, 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 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, 1999, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, TO ANY RECORD
OR BENEFICIAL OWNER OF ITS COMMON STOCK AS OF MARCH 22, 2000, 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 WAY, BUFORD, GEORGIA 30518. IF THE PERSON
REQUESTING THE REPORT WAS NOT A SHAREHOLDER OF RECORD ON MARCH 22, 2000, 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.
14
<PAGE> 17
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
March 31, 2000
15
<PAGE> 18
ADMISSION TICKET REQUEST
THERAGENICS CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
10:00 A.M., NEW YORK CITY TIME, FRIDAY, MAY 19, 2000
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 May 19, 2000.
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 March
22, 2000. 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, MAY 19, 2000
If you plan to attend the 2000 Annual Meeting of Stockholders, which will
be held at the Loews New York Hotel, 569 Lexington Avenue, New York, NY 10022,
you may request an admission ticket for yourself by completing and returning
this form. Admission tickets will be available at the registration table on May
19, 2000.
Shareholder Name:______________________________________________________________
Additional Admission Tickets requested for the following
additional family members:
_______________________________________________________________________________
Number of shares owned:
Address:_______________________________________________________________________
City: ___________________State: ________ Zip Code: ____________
<PAGE> 19
PROXY
THERAGENICS CORPORATION
5203 BRISTOL INDUSTRIAL WAY
BUFORD, GEORGIA 30518
PROXY -- ANNUAL MEETING OF STOCKHOLDERS -- MAY 19, 2000
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 May 19,
2000, 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 MAY 19, 2000.
PLEASE MARK YOUR VOTES AS INDICATED IN THIS EXAMPLE -- [X]
<TABLE>
<S> <C>
1. ELECTION OF DIRECTOR
[ ] FOR the nominee listed below [ ] WITHHOLD AUTHORITY to vote for the nominee listed below
Nominee: Otis W. Brawley, M.D.
2. PROPOSAL TO ADOPT THE THERAGENICS CORPORATION 2000 STOCK INCENTIVE PLAN
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. PROPOSAL TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE
COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>
(CONTINUED ON REVERSE SIDE)
4. 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 Otis W. Brawley, M.D., for election as a director and FOR
Proposals 2 and 3.
Date
------------------------------
------------------------------
Signature
------------------------------
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.
