November 1, 1996
Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549
RE: Possis Medical, Inc. Proxy Statement for Fiscal Year 1995
Edgar Filing
Ladies and Gentlemen:
On behalf of Possis Medical, Inc. (the "Company"), transmitted herewith for
filing via EDGAR, pursuant to Commission Rule 14a-6, is the Company's Notice of
Annual Meeting of Shareholders, Proxy Statement and Proxy Card. Copies of these
materials are being filed this day with the National Association of Securities
Dealers, Inc. Hard copies of the Company's Annual Report are being provided to
the Commission under separate letter.
If you have any questions or comments regarding this filing, please call
the undersigned at (612) 780-4555.
Very truly yours,
/s/
Irving R. Colacci
Vice President, Legal Affairs & Human Resources,
General Counsel and Secretary
<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Possis Medical, Inc.
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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 tansaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount of 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 of 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>
9055 Evergreen Boulevard N.W.
Minneapolis, Minnesota 55433-8003
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
December 11, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Possis
Medical, Inc., a Minnesota corporation, will be held on Wednesday, December 11,
1996 at 4:00 p.m. at the Minneapolis Marriott City Center, 30 South Seventh
Street, Minneapolis, Minnesota 55402 for the following purposes:
1. To elect seven (7) directors.
2. To approve an amendment to the Corporation's Restated Articles of
Incorporation providing for an increase in the number of authorized shares of
the Corporation.
3. To ratify the selection of Deloitte & Touche LLP as independent
certified public accountants for the Corporation.
4. To transact such other business as may properly come before the meeting
or any adjournment thereof. All shareholders of record on the transfer books of
the Corporation as of the close of business on Friday, October 18, 1996 will be
entitled to vote at the meeting. Your attention is respectfully directed to the
enclosed Proxy. Whether or not you intend to be present at the meeting, please
complete, sign and return the Proxy in the enclosed envelope.
By Order of the Board of Directors
IRVING R. COLACCI
Secretary
Dated: October 31, 1996
<PAGE>
9055 Evergreen Boulevard N.W.
Minneapolis, Minnesota 55433-8003
PROXY STATEMENT
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement is furnished to the Shareholders of Possis Medical,
Inc. (the "Corporation"), in connection with the solicitation of proxies to be
used in voting at the Annual Meeting of Shareholders to be held on December 11,
1996 and any adjournments thereof. The enclosed Proxy is solicited by the Board
of Directors of the Corporation.
A person giving the enclosed Proxy has the power to revoke it at any time
before the convening of the Annual Meeting. Revocation must be in writing,
signed in exactly the same manner as the Proxy, and dated. Revocations of Proxy
will be honored if received at the offices of the Corporation, addressed to the
attention of Irving R. Colacci, Secretary, on or before December 10, 1996. In
addition, on the day of the Meeting, prior to the convening thereof, revocations
may be delivered to the tellers who will be seated at the door of the meeting
hall.
Proxies not revoked will be voted in accordance with the choice specified
by Shareholders by means of the ballot provided on the Proxy for that purpose.
Proxies which are signed but which lack any such specification will, subject to
the following, be voted in favor of the proposals set forth in the Notice of
Meeting and in favor of the slate of directors proposed by the Board of
Directors and listed herein. If a Shareholder abstains from voting as to any
matter, then the shares held by such Shareholder shall be deemed present at the
Meeting for purposes of determining a quorum and for purposes of calculating the
vote with respect to such matter, but shall not be deemed to have been voted in
favor of such matter. Abstentions, therefore, as to any proposal will have the
same effect as votes against such proposal. If a broker returns a "non-vote"
proxy, indicating a lack of voting instruction by the beneficial holder of the
shares and a lack of discretionary authority on the part of the broker to vote
on a particular matter, then the shares covered by such non-vote shall not be
deemed to be represented at the Meeting for purposes of calculating the vote for
approval of such matter.
<PAGE>
The Corporation will bear the cost of the solicitation of Proxies,
including the charges and expenses of brokerage firms and others for forwarding
solicitation material to, and obtaining Proxies from, beneficial owners of the
Corporation's Common Shares. In addition to the use of the mails, Proxies may be
solicited by personal interview, telephone, letter or facsimile. Proxies may be
solicited by officers or other employees of the Corporation, who will receive no
special compensation for their services. The Corporation's management intends to
send this Proxy Statement and the enclosed Proxy to Shareholders commencing on
approximately October 30, 1996.to send this Proxy Statement and the enclosed
Proxy to Shareholders commencing on approximately November 1, 1996.
VOTING RIGHTS
At October 18, 1996, 12,061,317 Common Shares, the only voting securities
of the Corporation, were outstanding. Each Common Share is entitled to one vote.
Shareholders are not entitled to cumulate their votes in the election of
Directors. Only holders of Common Shares of record at the close of business on
October 18, 1996 will be entitled to notice of and to vote at this Annual
Meeting of Shareholders.
<PAGE>
COMMON STOCK OWNERSHIP
The following table sets forth the beneficial holdings as of October 18,
1996 of each Director and Named Executive Officer and all Directors and
Executive Officers as a group. The Corporation is aware of no person who
beneficially owns more than five percent of the Corporation's Common Shares.
<TABLE>
<CAPTION>
Sole Shared
Name of Beneficial Voting and Voting and Total
Owner or Identity Investment Investment % of
of Group Power Power Class
<S> <C> <C> <C>
Joe A. Walters, Director 59,197 (1) -- *
Dean Belbas, Director 40,382 (2) -- *
Donald C. Wegmiller, Director 44,636 (3) -- *
Seymour J. Mansfield, Director 144,549 (4) 11,000 1.2
Demetre M. Nicoloff, M.D., Director 291,410 (5) 143,000 3.5
Ann M. Possis, Director 89,250 (6) 4,500 (7) *
Robert G. Dutcher, Director, 149,821 (8) -- 1.2
President & Chief Executive Officer
Joseph J. Afryl, Vice President of 15,257(9) -- *
Sales & Marketing
Russel E. Carlson, Vice President of 35,443(10) -- *
Finance and Chief Financial Officer
Irving R. Colacci, Vice President, 41,954 (11) -- *
Legal Affairs & Human Resources,
General Counsel and Secretary
William J. Drasler, Vice President of 77,328(12) -- *
Research and Development
Directors and Executive Officers
as a Group (13 persons) 1,091,645(13) 158,500 10.0
<FN>
1) Includes 31,220 shares issuable upon exercise of currently exercisable
options.
(2) Includes 26,353 shares issuable upon exercise of currently
exercisable options.
(3) Includes 40,636 shares issuable upon exercise of currently exercisable
options.
(4) Includes 35,597 shares issuable upon exercise of currently exercisable
options.
(5) Includes 12,875 shares issuable upon exercise of currently exercisable
options.
(6) Includes 2,250 shares issuable upon exercise of currently exercisable
options.
(7) Ms. Possis serves as co-trustee of the Possis Marital Trust, which shares
are as such, has voting power over an additional 240,381 shares of the
Corporation's Common Shares owned by the Trust and not reflected in the above
table.
(8) Includes 112,750 shares issuable upon exercise of currently exercisable
options.
(9) Includes 11,475 shares issuable upon exercise of currently exercisable
options.
(10)Includes 29,525 shares issuable upon exercise of currently exercisable
options.
(11) Includes 36,176 shares issuable upon exercise of currently exercisable
options.
(12) Includes 11,875 shares issuable upon exercise of currently exercisable
options.
(13) Includes 444,182 shares issuable upon exercise of currently exercisable
options.
* Denotes ownership of less than 1% of shares outstanding
</FN>
</TABLE>
<PAGE>
ELECTION OF DIRECTORS
(Proposal Number 1)
At the Annual Meeting, seven Directors will be elected to serve until the
next Annual Meeting of Shareholders and until their respective successors are
elected and qualified. Unless instructed not to vote for the election of
Directors or not to vote for any specific nominee, the Proxy will vote FOR the
election as Directors of the seven nominees named below. If any nominee becomes
unavailable for any reason or if a vacancy should occur before the election,
which events are not anticipated, the Proxy may vote for such other person as
he, in his discretion, may determine.
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS THAT THE NOMINEES
LISTED BELOW BE ELECTED.
Information Concerning Nominees. The following information concerning
principal occupation has been furnished by the nominees. Each of the nominees
has held the principal occupation for more than the past five years, unless
otherwise indicated.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Director Committee
Director Nominees Principal Occupation Age Since Position
Joe A. Walters Partner, O'Connor & Hannan, 76 1960 Audit Committee
Attorneys, Minneapolis,
Minnesota.
Dean Belbas Senior Vice President, Director of 64 1984 Executive and
Investor Relations, General Compensation
Mills, Inc., Minneapolis, Committees
Minnesota, since January 1993.
Prior thereto, Vice President,
Director of Corporate
Communications, General Mills, Inc.,
Minneapolis, Minnesota.
Donald C. Wegmiller President and CEO, Management 58 1987 Executive, Audit,
Compensation Group/Health Care, and Compensation
Minneapolis, Minnesota, since Committees
April 1993. Prior thereto, President
& CEO, Health One Corporation,
Minneapolis, Minnesota.
Director, Minnesota Power & Light
Company, HBO & Co.,
Medical Graphics Corporation, G.D. Searle & Co.,
LifeRate Systems, Inc., InPhyNet
Medical Management Co.
<PAGE>
Director Committee
Director Nominees Principal Occupation Age Since Position
Seymour J. Mansfield Shareholder, Mansfield & Tanick, P.A., 51 1987 Executive,
Attorneys, Minneapolis, Audit, and
Minnesota. Compensation
Committees
Demetre M. Nicoloff Cardiac Surgeon, Vice President 63 1991 Audit and Medical
of Cardiac Surgical Associates, P.A., Advisory Committee
Minneapolis, Minnesota.
Director, Optical Sensors, Inc.,
Neovision, Inc., and Micromedics, Inc.
Robert G. Dutcher President and Chief Executive 51 1993 Executive Committee
Officer of the Corporation since
October 1993; Executive Vice President
from December 1992 to October 1993;
President, Possis Holdings, Inc.,
since 1987.
Ann M. Possis Director of Development, Voyageur 36 1993 Audit Committee
Outward Bound School, Minneapolis,
Minnesota, 1995-1996; Development
Associate, Planned Parenthood of
Minnesota, 1992-1995; various sales and
marketing positions with West Publishing
Company, Minneapolis, Minnesota, from 1983
to 1991.
</TABLE>
Meetings. During fiscal year 1996, the Board of Directors had three regular
meetings. Actions were also taken by written consent. All directors, with the
exception of Demetre M. Nicoloff, attended at least 75% of all meetings of the
Board and the Committees of which they are members.
Committees. The Corporation has established four committees to address the
Corporation's business: the Executive Committee met three times during fiscal
year 1996 and is responsible for exercising the authority of the Board during
the intervals between meetings of the Board, for performing the functions of a
nominating committee, and for formulating and recommending general policies for
Board consideration; the Audit Committee met once during fiscal year 1996 and is
responsible for reviewing the scope and the results of the annual independent
audit of the books and records of the Corporation and to review compliance with
all Corporate financial policies as approved by the Board; the Medical Advisory
Committee met once during fiscal year 1996 and is responsible for providing
information and recommendations to the Board on technical medical issues and
considerations that may have an impact on the Corporation's business strategies,
policies, and research and development projects; the Compensation Committee met
three times during fiscal 1996 and is responsible for reviewing and establishing
compensation for officers of the Corporation and administering the Corporation's
1992 Stock Compensation Plan.
Director Fees. With the exception of the Chairman of the Board, each
outside Director receives $2,000 as an annual retainer. Mr. Wegmiller receives
an $8,000 annual retainer as Chairman. Each outside Director also receives $500
for each Board meeting attended and $200 for each teleconference Board meeting
attended. Outside Directors sitting on the Executive Committee receive an
additional $4,000 annual retainer. All committee Chairmen receive an additional
$3,000 annual retainer. The Chairmen of the Compensation and Audit Committees
each also receive; $500 per meeting, and the members receive $250 per meeting.
Total fees of $51,600 were earned by outside directors during fiscal 1996.
Pursuant to the Corporation's 1992 Stock Compensation Plan, each outside
Director may elect to receive Director fees in the form of discounted stock
options. Each Director must make an election on or before June 1 of each year
with regard to fees that would otherwise be payable for that calendar year. The
exercise price of the options is 50% of the fair market value on the date of
grant, which is January 2 of the year following the year for which the fees are
earned. Each option becomes exercisable in full six months following the date of
grant, is exercisable for 10 years following the date of grant, and is subject
to the general restrictions on exercise and transferability applicable to stock
options issued to employees. The number of shares subject to each option is
calculated by dividing the fees owed to the particular Director by the dollar
amount of the discount from fair market value in the exercise price. All outside
Directors, with the exception of Dean Belbas and Ann M. Possis, elected to
receive discounted stock options in lieu of cash payment of Director fees for
calendar year 1996.
On January 2, 1996, all outside Directors, with the exception of Ms. Possis
and Mr. Belbas, received discounted stock options in lieu of cash payments of
fees for calendar year 1995. These options were granted pursuant to elections
made in May 1994. A total of 4,760 options at an exercise price of $8.75 were
granted.
The Corporation's 1992 Stock Compensation Plan provides for the annual
grant of options to purchase 3,000 Common Shares to outside Directors. The
exercise price of these options must be at least 100% of the fair market value
at date of grant. The date of grant is the first business day of each calendar
year. The options vest ratably over a four-year period and expire ten years
after the date of grant. During fiscal 1996, 18,000 options were granted to
outside Directors under this Plan at an exercise price of $17.50.
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth compensation paid for services rendered to
the Corporation and its subsidiaries during each of the three fiscal years ended
July 31, 1996, 1995 and 1994, to the President and CEO of the Corporation and
the Corporation's four highest paid executive officers who received salary and
bonus in excess of $100,000 during fiscal year 1996 ("Named Executive
Officers"):
<TABLE>
<CAPTION>
Name and Annual Long-Term
Principal Position Year Compensation Compensation
Awards
Salary Bonus Restricted Securities All Other
($) ($) Stock Award ($) Underlying/ Compensation (1)
Options ($)
SARs (#
<S> <C> <C> <C> <C> <C> <C>
Robert G. Dutcher 1996 137,720 50,000 29,500 (3) 25,000 4,201
President and CEO 1995 124,154 36,000 (2) -- -- 3,725
1994 112,923 23,000 -- 20,000 4,087
William J. Drasler 1996 95,240 15,600 -- 14,500 4,064
Vice President, 1995 89,460 14,000 (4) -- -- 2,684
Research and Development 1994 85,520 15,000 -- 15,000 3,018
Irving R. Colacci 1996 90,711 20,200 59,000 (6) 16,200 4,021
Vice President, 1995 83,258 18,000 -- -- 2,498
Legal Affairs & 1994 80,663 13,000 -- 10,000 2,765
Human Resources,
General Counsel and
Secretary
1996 88,624 19,500 59,000 (6) 15,900 3,774
Joseph J. Afryl 1995 79,423 8,000 (7) -- -- 420
Vice President, 1994 23,077 -- -- 15,000 --
Sales and Marketing
1996 87,397 19,400 59,000 (6) 16,500 3,864
Russel E. Carlson 1995 78,596 18,000 (8) -- -- 2,358
Vice President, Finance 1994 74,206 13,000 -- 10,000 3,305
Chief Financial Officer
----------------------------------------------------------------------------------------------------------
<FN>
(1) Includes only Company matching contributions to its 401(k) Plan.
(2) Includes $21,959 in cash and $14,041 in Common Shares of the
Corporation.
(3) Mr. Dutcher was granted 2,000 shares of restricted stock, of
which 1,000 shares vested on June 3, 1996 and 1,000 shares will vest on June 3,
1997. As of July 31, 1996, 3,000 shares from prior grants remained restricted
with a value on that date of $45,750.
(4) Includes $8,539 in cash and $5,461 in Common Shares of the Corporation.
(5) Includes $10,982 in cash and $7,018 in Common Shares of the Corporation.
(6) Mssrs. Colacci, Afryl and Carlson were each granted 4,000 shares of
restricted stock, of which 2,000 shares vested on June 3, 1996 and 2,000
shares will vest on June 3, 1997. As of July 31, 1996, 2,000 shares from each
grant remained restricted with a value on that date of $30,500.
(7) Includes $4,881 in cash and $3,118 in Common Shares of the
Corporation.
(8) Includes $10,982 in cash and $7,018 in Common Shares of the Corporation.
</FN>
</TABLE>
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information concerning stock option grants to
Named Executive Officers during fiscal year 1996.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
IndividualGrants
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for Option
Term
Percent of Total
Options/SARs
Number of Granted to
Securities Employees in
Underlying Fiscal Year (%) Exercise or
Option/SARs Base Price Expiration
Name Granted (#) ($/Sh) Date
5% ($) 10% ($)
Robert G. October 3,
Dutcher 25,000 11 14.625 2005 229,940 582,712
William J. October 3,
Drasler 14,500 6 14.625 2005 133,365 337,973
Irving R. October 3,
Colacci 16,200 7 14.625 2005 149,001 377,597
Joseph J. Afryl October 3,
15,900 7 14.625 2005 146,242 370,605
Russel E. October 3,
Carlson 16,500 7 14.625 2005 151,760 384,590
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table provides information concerning stock option
exercises and the value of unexercised options at July 31, 1996, for the Named
Executive Officers.
<TABLE>
<C> <C> <C> <C> <C>
Name Shares Acquired Value Realized Number of Value of Unexercised
Upon Exercise ($) Securities Underlying In-The-Money Options
(#) Unexercised Options at Fiscal Year-End (1)
at Fiscal Year-End ($)
(#) Exercisable/
Exercisable/ Unexercisable
Unexercisable
Robert G. Dutcher 8,000 74,000 112,500/40,500 954,405/143,750
Irving R. Colacci 4,500 55,688 32,126/24,200 193,207/75,706
William J. Drasler 49,375 624,933 8,250/26,500 62,625/107,385
Joseph J. Afryl -- -- 7,500/23,400 57,225/67,242
Russel E. Carlson 2,600 30,550 25,400/24,500 170,570/75,895
<FN>
(1) The dollar values shown are calculated by determining the difference
between the fair market value of the common stock underlying the options and the
exercise price of the options at fiscal year-end.
</FN>
</TABLE>
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors (the "Committee")
consists of three independent outside directors. The Committee is responsible
for setting salaries for officers and for granting incentive awards and
stock-based compensation to officers and other key employees.
Compensation Philosophy
Compensation decisions for fiscal 1996 continued to be guided by the
general compensation philosophy adopted by the Committee in 1993, as
supplemented by an Incentive Compensation Plan adopted in concept by the
Committee in October 1994. The Corporation's compensation program is intended to
attract and retain the highest quality personnel possible consistent with the
Corporation's resources.
Compensation of management personnel continues to be based on four types of
compensation: a) base salaries; b) cash and/or stock bonuses; c) stock options;
and d) restricted stock.
(a) Base Salaries
Base salaries continue to be determined and adjusted consistent with
policies and procedures applied in past years. Base salaries for officers are
intended to be competitive with salaries offered by other emerging medical
device companies. Emerging companies continue to be used for comparison purposes
because during 1996 the Corporation's products remained in clinical testing in
the United States and achieved only limited initial sales outside of the United
States. In the absence of meaningful revenues and profitable operations, the
Corporation does not have the financial resources to match salaries offered by
larger and profitable medical companies. By augmenting base salary with
equity-based compensation, the Corporation seeks to continue to attract and
retain quality management personnel despite limited financial resources. Annual
increases in base salaries for existing officers are generally limited to
cost-of-living adjustments. Larger increases are given, as appropriate, to
reflect changes in job responsibility and authority, or to internally balance
the salary structure among the executive officer group. Because no officer-level
personnel were hired during fiscal year 1996, all base salary compensation
changes were restricted to internal balancing adjustments and a cost-of-living
increase on January 1, 1996.
Prior to granting salary increases to officers for 1996, the Corporation
evaluated salary survey information from the medical device industry as well as
officer-level salaries in industry generally. Based on this information, it was
determined that executive management personnel, at the current stage of the
Corporation's development, should be compensated at substantially equivalent
levels as between the various functional departments. Salary increases were,
therefore, designed to bring the base salaries of all existing officers, with
the exception of the President/CEO, to within 8% of each other. As functional
responsibilities develop in response to the Corporation's growth, more divergent
salary levels are expected.
<PAGE>
(b) Bonuses
Cash and/or stock bonuses are awarded annually and are used to reward
officers and other key employees for achievement of corporate financial and
technical milestones, as well as for individual performance. Bonuses awarded
during fiscal year 1996 for fiscal year 1995 performance consisted of cash
awards to a total of thirty-six employees. The awards were based on a
Committee-approved total pool available for awards. The size of the awards
actually granted was determined by corporate performance and apportioned based
on management's evaluation of performance by individual key employees. The
awards granted totaled $214,800.
The Incentive Compensation Plan that provides objective guidelines for
determining total and individual bonus awards was approved in concept by the
Committee in October 1994 and continues to guide incentive awards for
performance during fiscal year 1996. The Committee awarded cash bonuses in
October 1996 to 34 employees in the total amount of $198,200 to reward
performance during fiscal year 1996.
(c) Stock Options
Stock options under the Corporation's 1992 Stock Compensation Plan are
intended as incentive compensation and have historically been granted annually
to officers and other key employees based on the Corporation's financial
performance and achievement of technical and regulatory milestones. 190,900
stock options were granted to 36 employees in October 1995 to reflect fiscal
1995 performance. Additional grants of 38,000 options were made during the
remainder of the fiscal year as incentive awards to key employees. Stock option
awards in the amount of 161,100 shares to a total of 34 employees were approved
in October 1996 to reward performance during fiscal year 1996.
(d) Restricted Stock
The fourth component of the Corporation's compensation system is a
restricted stock program instituted in June 1993, primarily as a vehicle to
retain key officers. Prior to fiscal year 1996, restricted stock had been
granted to the CEO and two vice presidents. In February 1996, Restricted Stock
awards of 4,000 shares each were granted to the four existing officers not
previously granted a Restricted Stock Award. These grans operated to
substantially equalize the compensation paid to all officers, other than the
President/CEO, and to bring their total compensation packages more in line with
compensation offered by other medical device companies. In addition, a grant of
2,000 shares of Restricted Stock was granted to Robert G. Dutcher, as President
and CEO, to reward performance and to operate as a retention vehicle. Future
grants will be made at the discretion of the Committee based on an ongoing
assessment of the need to utilize this form of equity compensation to retain key
officers in light of the Corporation's financial resources and ability to
compete with compensation packages offered by other medical
companies.
<PAGE>
CEO Compensation
Robert G. Dutcher, as CEO of the Corporation, participates in the general
compensation program of the Company, as described above, along with all other
key employees. At the time of his assumption of responsibilities as CEO in 1993,
Mr. Dutcher's base salary was set at a level determined by the Committee to be
appropriate for his level of experience and performance as an officer of the
Corporation. During 1996, Mr. Dutcher's base salary was increased 10% to reflect
a cost-of living increase and to recognize favorable corporate and individual
performance. Mr. Dutcher also received a cash bonus equal to approximately 40%
of base salary and a grant of 25,000 stock options in October 1995. A grant of
2,000 shares of Restricted Stock was awarded in February 1996, as discussed
above. These cash, stock option and stock awards reflected the Committee's
judgment as to Mr. Dutcher's individual performance and the overall performance
of the Corporation in completing a second public stock offering, achieving
regulatory and technical milestones, and making significant progress toward
commercialization of the Corporation's products. The Committee awarded a cash
bonus of $50,000 and 25,000 stock options to Mr. Dutcher in October 1996 to
reward corporate and individual performance during fiscal year 1996.
At this time the Committee has no formal, written plan for CEO compensation
separate and apart from the Corporation's general compensation philosophy and
the Incentive Compensation Plan. Until a plan specific to the CEO is developed,
CEO compensation will be based on corporate and individual performance measured
against established guidelines and objectives, consistent with guidelines
applicable to all key employees. Current guidelines and objectives are contained
in the Corporation's 1997-2000 Strategic Plan, as approved by the Board of
Directors on August 1, 1996.
Compensation Committee
of the Board of Directors
Seymour J. Mansfield, Chairman
Donald C. Wegmiller
Dean Belbas
<PAGE>
PERFORMANCE GRAPH
Set forth below is a graph showing the five-year cumulative return through
July 31, 1996 of Possis Medical, Inc. Common Stock as compared with Standard and
Poor's Medical Products and Supplies Index and Standard and Poor's 500 Stock
Index. This information assumes a base point at July 31, 1991 of $100.00 and the
reinvestment of all dividends. [Graph will appear in definitive version -
information for graph below.]
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Annual
Return
Percentage
Years
Ending
Company \ Index Name July92 July93 July94 July95 July96
- -----------------------------------------------------------------------------------------------------------
POSSIS MEDICAL INC. 6.06 20.00 -38.10 113.46 9.91
S & P 500 COMP-LTD 12.79 8.73 5.16 26.11 16.57
HLTH CARE 9MED PDS & SUPP) - 500 8.23 -26.46 8.15 58.37 15.28
Indexed
Returns
Base
Period Return Return Return Return Return
Company \ Index Name July91 July92 July93 July94 July95 July96
- -----------------------------------------------------------------------------------------------------------
POSSIS MEDICAL INC. 100 106.06 127.27 78.79 168.18 184.85
S & P 500 COMP-LTD 100 112.79 122.64 128.96 162.64 189.58
HLTH CARE (MED PDS & SUPP) - 500 100 106.23 79.59 86.08 136.32 157.15
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Seymour J. Mansfield, a Director of the Corporation, is a shareholder
in a law firm that performs legal services for the Corporation from time to
time. The amount of fees paid by the Corporation during fiscal 1996 to Mr.
Mansfield's law firm does not exceed five percent of that firm's gross revenues
for its last full fiscal year.
SECTION 16 REQUIREMENTS
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
that Officers and Directors of the Corporation and persons who own more than 10%
of a registered class of the Corporation's equity securities file initial
reports of ownership and reports of changes in ownership with the Securities and
Exchange Commission (the "SEC"). Such persons are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it with
respect to fiscal 1996 and written representations from certain reporting
persons, the Corporation believes that all filing requirements applicable to its
Officers and Directors have been complied with. The Corporation is aware of no
person who owns more than 10% of the Corporation's Common Shares.
<PAGE>
AMENDMENT OF THE CORPORATION'S ARTICLES OF INCORPORATION
TO INCREASE AUTHORIZED CAPITAL STOCK AND CREATE
UNDESIGNATED STOCK
(Proposal No. 2)
The Corporation's Board of Directors has approved, subject to shareholder
approval, an amendment (the Amendment) to the Corporation's Restated Articles of
Incorporation (the Articles) to (i) increase the total number of authorized
shares of the Corporation's Capital Stock, $.40 par value, from 20,000,000 to
100,000,000 shares, and (ii) allow for creation of a new class of undesignated
stock, divisible into classes and/or series, and with the designations, voting
rights and other rights and preferences that the Board of Directors may
establish from time to time. If the Amendment is approved by the Corporation's
shareholders, Article V, Section 1 of the Articles will be amended in its
entirety to read as follows:
Section 1. The total number of shares of capital stock which the
Corporation is authorized to issue shall be 100,000,000 shares, par value $.40
per share, 20,000,000 shares of which are designated as Common Stock. The
remaining shares shall be divisible into classes and/or series, have the
designations, voting rights and other rights and preferences, and be subject to
the restrictions, that the Board of Directors may from time to time establish,
fix and determine, consistent with these Articles of Incorporation, all to the
full extent permitted by the Minnesota Business Corporation Act, Section
302A.401, or any successor provision. Unless otherwise designated by the Board
of Directors, all issued shares shall be deemed common shares with equal rights
and preferences.
The Articles currently authorize 20,000,000 shares of Common Stock and do
not authorize any shares of undesignated stock. As of October 18, 1996, there
were 12,061,317 shares of Common Stock outstanding and 1,247,737 shares of
Common Stock issuable upon exercise of outstanding options and warrants.
The additional shares of capital stock for which authorization is sought
would have such rights and preferences, including dividend, conversion, voting
and redemption rights, as established by resolution of the Corporation's Board
of Directors. Such additional shares would not (and the shares of Common Stock
presently outstanding do not) entitle the holders thereof to preemptive or
cumulative voting rights.
<PAGE>
Purposes and Effects of the Amendment
Except for shares (i) that are reserved for currently outstanding options
and warrants and (ii) that may be reserved as contemplated in the shareholder
rights plan described below, the Corporation has no present plan, understanding
or agreement to issue a material number of additional shares of capital stock.
However, the Board of Directors believes that the additional authorized shares
of capital stock, together with the availability of undesignated stock, are
desirable to enhance the Corporation's flexibility in connection with possible
future actions, including stock splits, stock dividends, equity financing,
acquisition opportunities, use in management incentive and employee benefit
plans, a shareholder rights plan or other corporate purposes. The Board will
determine whether, when and on what terms the issuance of shares of Common
and/or undesignated capital stock may be warranted in connection with any of the
foregoing purposes. Additionally, the authority of the Board to fix the precise
terms of each class or series of the undesignated stock would allow it to tailor
each series to meet the particular requirements of the persons to whom the
shares are to be issued.
If the Amendment is approved, unless required by law or by the rules of any
stock exchange or market on which the Corporation's capital stock may in the
future be listed, all or any of the authorized shares of Common Stock and
undesignated stock may be issued without further action by the shareholders and
without first offering such shares to the shareholders for subscription. Under
existing National Association of Securities Dealers, Inc. (NASD) regulations,
approval by a majority of the holders of Common Stock would nevertheless be
required prior to the original issuance of additional shares of Common Stock,
other than in a public offering for cash, (i) if the Common Stock (including
securities convertible into or exercisable for Common Stock) has, or will have
upon issuance, voting power equal to or in excess of 20% of the voting power
outstanding before the issuance of the Common Stock; or (ii) if the number of
shares of Common Stock to be issued is or will be equal to or in excess of 20%
of the number of shares outstanding before the issuance of the Common Stock; or
(iii) if the issuance would result in a change in control of the Corporation.
Shareholder approval would also be required under NASD regulations for any
issuance, other than an issuance under a plan approved by shareholders, of stock
or stock purchase rights to officers or directors representing more than 25,000
shares. In any event, the issuance of Common Stock otherwise than on a pro-rata
basis to all holders of such stock would reduce the proportionate interests of
such shareholders.
Issuance of shares of the undesignated stock could affect the voting rights
of the holders of the Common Stock if a class or series is given the right to
vote together with such holders on every matter voted on by the stockholders
generally (including the election of directors) or as a separate class on
particular matters. If shares of undesignated stock are issued, they could be
preferred to the Common Stock as to dividends and in the event of liquidation,
thereby diminishing the amounts that would otherwise be available to the holders
of the Common Stock for these purposes.
<PAGE>
The authorized but unissued shares of Common Stock and the undesignated
capital stock could discourage or make more difficult a merger, tender offer,
proxy contest or change in control of the Corporation and the removal of
incumbent management. Under certain circumstances, such shares of stock could be
used to create voting impediments, or to frustrate an attempt by a person or
entity to effect a takeover or otherwise gain control of the Corporation through
acquisition of a substantial number of shares of Common Stock, since the
issuance of new shares could be used to dilute the stock ownership of such
person or entity. Consistent with its fiduciary obligations to shareholders, the
Board could issue shares of the undesignated stock and authorize holders of that
undesignated stock to vote as a class, either separately or together with
holders of the existing Common Stock, on any merger, sale or exchange of assets
by the Corporation or any other extraordinary corporate transaction. The Board
could also privately place shares of the Common Stock or undesignated stock with
purchasers who might side with the Board in opposing an unfriendly attempt to
gain control of the Corporation that the Board determines is not in the best
interests of the Corporation. To the extent that the adoption of the Amendment
renders less likely a merger or other transaction opposed by the Corporation's
incumbent Board of Directors, the effect of such adoption may be to assist the
Board of Directors and management in retaining their existing positions. Under
certain circumstances, an attempt to effect a takeover or otherwise gain control
of the Corporation could be favorable to the interests of shareholders. The
Board, however, is not aware of any specific effort by any person or group to
obtain control of the Corporation and does not intend to issue any shares of
undesignated stock except on terms which the Board deems to be in the best
interests of the Corporation and its shareholders.
Certain provisions of the Corporation's Articles and Bylaws and Minnesota
law may also have the effect of discouraging certain types of tender offers and
other transactions that involve a change in control of the Corporation. The
Articles require a super-majority (two-thirds) shareholder vote in order to
approve any plan of merger or exchange or any sale, lease, transfer or other
disposition of all or substantially all of the Corporation's property and
assets. The Articles also require approval by two-thirds of the shares to amend
the Articles, although a majority of the voting power is sufficient to amend the
Articles if there is a negative vote of not less than one-fourth of the voting
power of the outstanding shares. Under the Corporation's Articles, cumulative
voting in the election of Directors is prohibited. The Corporation is also
subject to certain provisions of the Minnesota Business Corporation Act which
limit the voting rights of shares acquired in control share acquisitions and
restrict certain business combinations.
If the Amendment to the Articles is approved by the shareholders at the
Annual Meeting, such Amendment will become effective when Articles of Amendment
of the Restated Articles of Incorporation are filed for record with the
Secretary of State of the State of Minnesota.
<PAGE>
Shareholder Rights Plan
In connection with the Amendment, the Corporation's Board of Directors has
discussed the potential adoption of a shareholder rights plan (a Rights Plan) as
an anti-takeover measure. Although no formal action has been taken, various
reasons for and general aspects of a Rights Plan are described below.
A Rights Plan is designed to give the Board of Directors a means of helping
shareholders obtain the highest value for their investment in the Corporation if
a takeover were to be proposed. The Board of Directors is concerned that,
without a stockholder rights plan, control of the Corporation could be acquired
without full value being offered to all stockholders and without the Board of
Directors having an opportunity to explore all available alternatives to ensure
that stockholders receive the maximum value for their shares. A Rights Plan puts
the determination of the sale of a company in the hands of its board of
directors. The board of directors reserves the determination of pursuing a
particular sale by its power to approve particular bidders and to redeem
outstanding rights. Accordingly, a Rights Plan can protect the interests of the
Corporation's shareholders against inadequate and coercive takeover offers by
encouraging anyone seeking to acquire control of the Corporation to initiate
such an acquisition through arms' length negotiations with the Corporation's
management and Board of Directors, who would then be in a position to negotiate
a transaction which is fair to all shareholders.
The function of a Rights Plan is not to protect a corporation against all
possible takeover transactions, but to assure that the sale of a corporation is
a rational process, not a hastily conceived reaction to a threat, and occurs at
the appropriate time. A Rights Plan will not prevent a company from being sold
if the board of directors determines that it should be sold. While the Board's
consideration of a Rights Plan is not being done in response to any specific
effort of which the Corporation is aware to accumulate the Corporation's Common
Stock or to obtain control of the Corporation, the Board believes that the
Corporation may need the anti-takeover protection at this time in order to
provide the Corporation with additional time to implement its current business
plan without the threat of a hostile takeover.
Under a Rights Plan, rights to purchase shares of common stock or a new
series of preferred stock are distributed to shareholders as a dividend by
action of the board of directors. Each right reflected by a Rights Plan is
essentially a warrant, allowing the holder to buy securities at a set price.
Like all warrants, the exercise price is adjustable in certain events. But it
has several unique features. Until a distribution date, it is represented by and
trades with the common stock.
Under a typical Rights Plan, upon the occurrence of either the acquisition
by a person or group of a predetermined amount (percentages usually range from
10% to 20%, referred to below as the threshold amount) of the voting stock of a
corporation or announcement of the commencement of a tender offer for such
predetermined amount of the outstanding voting stock of the issuer, the rights
detach from the common shares and trade separately and become exercisable. The
exercise price for common stock purchase rights is intended to reflect the
long-term value of the common stock at the end of the life of the rights plan
(typically 10 years).
<PAGE>
The key feature of a Rights Plan is the highly dilutive nature of the
rights. Following an accumulation of stock by a person or group exceeding the
threshold amount, each right becomes the right to acquire, for the exercise
price, Common Stock having a value of twice the exercise price, but the right is
not exercisable by the acquiror. This flip-in feature would result in dilution
to the acquiror both economically and in terms of its percentage ownership of
the Corporation's shares. The exact level of the dilution would depend on the
market value of the Corporation's Common Stock in relation to the exercise price
of the rights. A Rights Plan also commonly includes a flip-over feature which
provides shareholders protection against a squeeze-out. The flip-over feature
would give shareholders the right to purchase shares of the acquiring company at
a discount in the event of a freeze-out merger or similar transaction (thereby
diluting the acquiring company). A Rights Plan also frequently contains a
feature that gives the board of directors the option, after the flip-in is
triggered by an acquisition at the threshold amount but before there has been a
50% acquisition, to exchange new common stock of the corporation for each
then-valid right (which would exclude rights held by the acquiror that have
become void). This provision will have an economically dilutive effect on the
acquiror, and provide a corresponding benefit to the remaining rightsholders,
that is comparable to the flip-in without requiring shareholders to go through
the process and expense of exercising their rights. Because the dilution is so
extensive, an acquiror would typically seek to avoid triggering this provision.
Until a right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Corporation, including the right to vote or to
receive dividends. Prior to the Rights being separated from the Common Stock,
the Rights will have no value in and of themselves and will have no dilutive
effect on the Common Stock.
Prior to the rights becoming exercisable and detaching from the common
shares, the rights may be redeemed by the board of directors at a nominal price,
or the plan may be amended to exempt a particular acquiror or transaction from
the operation of the plan or to make other adjustments, all without shareholder
approval. The ability to redeem the rights or amend the plan is important in
order to allow the target board to enter into a friendly business combination
without having the rights triggered or to permit a takeover once an acceptable
acquisition price has been offered. Because the board controls whether the
rights will be redeemed, the intended effect of such plans is to cause the
potential acquiror to negotiate with the board of the target and to give the
board more leverage in such negotiations.
A Rights Plan is designed not to interfere, and has not interfered, with
the day-to-day operations of the companies that have adopted it. Prior to its
being activated by an acquisition of a large block of the target company's
shares, it has no effect on a company's balance sheet or income statement, and
it has no tax effect on the company or the shareholders.
While a Rights Plan decreases the potential of hostile takeover activity,
it will not, and is not intended to, make a company takeover-proof. A Rights
Plan protects against takeover abuses, it gives all parties an increased period
of time in which to make decisions on such a fundamentally important question as
a takeover, and it strengthens the ability of the board of directors of a target
to fulfill its fiduciary duties to obtain the best result for the shareholders.
<PAGE>
As noted above, the Articles already require a super-majority (two-thirds)
approval of any plan of merger or exchange or any sale, lease, transfer or other
disposition of all or substantially all of the Corporation's property and
assets, which requirement also acts as an anti-takeover measure. In addition,
the Corporation will remain subject to the protection of Minnesota's
anti-takeover statutes:
Control Share Acquisition Act. The Minnesota Control Share Acquisition Act
requires that an entity acquiring beneficial ownership of more than 20% of the
outstanding voting securities of a corporation must, except in the case of
certain stated exceptions, obtain approval of a majority of the disinterested
shareholders of the corporation in order to have the right to vote any shares it
holds in excess of the 20% threshold (and avoid a right of redemption). The
statute denies voting rights for voting securities held by the acquiror until
such shareholder approval.
Business Combination Act. The Minnesota Business Combination Act generally
restricts transactions with a shareholder (the interested shareholder) that
purchases 10% or more of a public corporation's shares, unless the share
acquisition or the transaction has been approved by the board prior to the
acquisition of the 10% interest. The statute basically provides that for five
years after the interested shareholder exceeds the 10% threshold the corporation
cannot enter into any form of business combination or other significant
transactions with the interested shareholder. Because it is believed that most
bidders will want to have 100% ownership, this act requires an acquiror to
negotiate with the board of directors.
The Board of Directors believes, however, that these existing protection,
while helpful, do not provide the degree of visibility and protection afforded
by a Rights Plan in reducing the risk of implicitly coercive and inadequate
takeover offers which may not offer full value to all shareholders of the
Corporation.
Also as noted above, a Rights Plan, in connection with the proposed
Amendment, will likely discourage or make more difficult a merger or tender
offers and may significantly affect the ability of shareholders of the
Corporation to effect rapid changes in the composition of the Board of
Directors, which shareholders might otherwise deem favorable. Accordingly,
before voting, shareholders are urged to consider carefully the above
description of the Amendment and its purposes and effects.
<PAGE>
Board Recommendation and Shareholder Vote Required
The affirmative vote of (i) the holders of at least two-thirds of the
voting power of the shares of the Common Stock outstanding on the record date
and (ii) the holders of at least a majority of the voting power of the
outstanding shares with a negative vote of not more than one-fourth of the
voting power of the outstanding shares, present in person or by proxy at the
Annual Meeting, is required for approval of the proposed amendment to the
current Articles. THE BOARD OF DIRECTORS DEEMS THE PROPOSED AMENDMENT TO BE IN
THE BEST INTEREST OF SHAREHOLDERS AND HAS UNANIMOUSLY RECOMMENDED A VOTE FOR
PROPOSAL NO. 2 to approve the proposal to amend the Articles to increase the
number of authorized shares and create a class of undesignated stock as
described above, and the enclosed Proxy will be so voted unless a contrary
specification is made.
<PAGE>
APPOINTMENT OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS
(Proposal Number 3)
Deloitte & Touche LLP, independent certified public accountants, have been
auditors of the accounts of the Corporation since July 31, 1960. They have been
appointed by the Board of Directors of the Corporation for the purpose of
auditing the Corporation's accounts in the current fiscal year. Shareholder
approval of such appointment is requested. The Board of Directors considers such
accountants to be well qualified.
Representatives of the firm of Deloitte & Touche LLP will be in attendance
at the Annual Meeting of Shareholders and will have the opportunity to make a
statement if they desire to do so. In addition, they will be available to
respond to appropriate questions.
In the event that the appointment of Deloitte & Touche LLP should not be
approved by shareholders, the Board of Directors will make another appointment
to be effective at the earliest feasible time either this fiscal year or the
next.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPOINTMENT OF
DELOITTE & TOUCHE LLP. The enclosed Proxy will be so voted unless a contrary
specification is made.
SHAREHOLDER PROPOSALS
A shareholder proposal to be presented at the Corporation's 1997 Annual
Meeting must be received at the Corporation's executive offices, 9055 Evergreen
Boulevard N.W., Minneapolis, Minnesota 55433-8003, no later than July 7, 1997,
for evaluation as to inclusion in the Corporation's Proxy Statement in
connection with such meeting.
MISCELLANEOUS
The Board of Directors is aware of no matter, other than as described in
the Notice, that will be presented for action at the Meeting. If, however, other
matters do properly come before the Meeting, it is the intention of the person
named in the Proxy to vote the proxied shares in accordance with his best
judgment on such matters.
<PAGE>
OTHER MATTERS
A copy of the Corporation's Annual Report on Form 10-K may be obtained
without charge by any beneficial owner of the Corporation's Common Shares on the
record date upon written request addressed to Russel E. Carlson, Vice President,
Finance and Chief Financial Officer, Possis Medical, Inc., 9055 Evergreen
Boulevard N.W., Minneapolis, Minnesota 55433-8003.
By Order of the Board of Directors
IRVING R. COLACCI,
Secretary
Dated: October 31, 1996
[GRAPHIC OMITTED][GRAPHIC OMITTED]
<PAGE>
POSSIS MEDCICAL, INC.
9055 Evergreen Boulevard, N.W.
Minneapolis, MN 55433-8003
PROXY FOR ANNUAL SHAREHOLDERS' MEETING
December 11, 1996
This Proxy is sollicited on behalf of the Board of Directors of the
Corporation. The undersigned hereby appoints Irving R. Colacci as Proxy, with
the power to appoint his substitute, and the undersigned hereby authorizes him
to represent and vote, as designated below, all Common Shares of Possis Medical,
Inc. a Minnesota corporation, that the undersigned would be entitled to vote if
personally present at the Annual Meeting of Shareholders of Possis Medical, Inc.
to be held at the Minneapolis Marriott City Center, 30 South Seventh Street,
Minneapolis, Minnesota 55402, on the 11th day of December 1996, at 4:00 p.m., or
any adjournments thereof.
1. ELECTION OF DIRECTORS FOR all nominees listed below
(except as marked to the contrary below)[ ]
WITHHOLD AUTHORITY
to vote for all nominees listed below [ ]
Nominees: Joe A. Walters, Dean Belbas, Donald C. Wegmiller, Seymour J.Mansfield,
Demetre M. Nicoloff, Robert G. Dutcher, Ann M. Possis
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below:
__________________________________________________________________________
2. PROPOSAL TO APPROVE AN AMENDMENT TO CORPORATION'S ARTICLES OF INCORPORATION.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. PROPOSAL TO RATIFY APPOINTMENT OF DELOTTE & TOUCHE LLP as the independent
certified public accounts of the Corporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued on reverse side)
<PAGE>
4. In his discretion, the Proxy is hereby authorized to vote upon such other
business as may properly come before the meeting.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this Proxy
will be voted FOR all nominees for directors and FOR proposals Two and Three.
The undersigned hereby ratifies and confirms all that the Proxy shall
lawfully do or cause to be done by virtue hereof and herby revokes all
proxies heretofore given to vote such shares.
Dated:____________________________________, 1996
Signature_______________________________________
Signature_______________________________________
PLEASE REMEBER TO DATE THIS PROXY
PLEASE SIGN ABOVE EXACTLY AS NAME APPEARS HEREON. EXECUTORS,
ADMINISTRATORS, TRUSTEES, GUARDIANS, ETC. SHOULD SO INDICATE
WHEN SIGNING. IF A CORPORATION, PLEASE SIGN IN FULL
CORPORATE NAME BY THE PRESIDENT OR OTHER AUTHORIZED OFFICER.
IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AN
AUTHORIZED PERSON. PLEASE RETURN PROMPTLY IN THE ENCLOSED
ADDRESS ENVELOPE.
