<PAGE>
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:
[ ] 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
Epitope, Inc.
- ---------------------------------------------------------------------------
(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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2), or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ] 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 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.
<PAGE>
1) Amount Previously Paid:
_____________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
_____________________________________________________________________________
3) Filing Party:
_____________________________________________________________________________
4) Date Filed:
_____________________________________________________________________________
<PAGE>
[logo]
EPITOPE, INC.
8505 S.W. Creekside Place
Beaverton, Oregon 97008
January 19, 1996
Dear Shareholder:
You are cordially invited to attend the 1996 Annual Meeting of
Shareholders to be held on Tuesday, February 20, 1996, at the Oregon
Convention Center, 777 N.E. Martin Luther King Jr. Boulevard, Portland,
Oregon, at 9:00 a.m. Your Board of Directors and management look forward to
personally greeting those present. At the meeting, you will be asked to elect
three Class II directors to serve on the Board of Directors until the 1999
Annual Meeting of Shareholders; and to transact such other business as may
properly come before the meeting, or any adjournments thereof.
Your Board of Directors has approved the nominees for director
named in the enclosed Proxy Statement and recommends that you vote FOR their
election to the Board of Directors.
Your vote is very important, regardless of the number of shares you
own. Whether or not you plan to attend the Annual Meeting in person, we urge
you to mark, sign, date, and mail the enclosed proxy card promptly in the
accompanying postage prepaid envelope. You may, of course, attend the Annual
Meeting and vote in person even if you have previously mailed your proxy card.
Sincerely yours,
ADOLPH J. FERRO, PH.D.
President and Chief Executive Officer
<PAGE>
EPITOPE, INC.
8505 S.W. Creekside Place
Beaverton, Oregon 97008
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 20, 1996
To the Shareholders of Epitope, Inc.:
The annual meeting of shareholders of Epitope, Inc., an Oregon
corporation (the "Company"), will be held at the Oregon Convention Center, 777
N.E. Martin Luther King Jr. Boulevard, Portland, Oregon 97232, on Tuesday,
February 20, 1996, at 9:00 a.m., to elect three Class II directors and to
consider such other business as may properly come before the meeting, or any
adjournments thereof. The foregoing items of business are more fully
described in the proxy statement accompanying this Notice.
Only holders of Common Stock of record at the close of business on
January 3, 1996, will be entitled to vote at the annual meeting of
shareholders, and any adjournments thereof.
By Order of the Board of Directors
Andrew S. Goldstein
Secretary
January 19, 1996
Beaverton, Oregon
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU
ARE URGED TO MARK, SIGN, DATE, AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE
ENVELOPE PROVIDED. RETURNING YOUR PROXY DOES NOT DEPRIVE YOU OF YOUR RIGHT TO
ATTEND THE MEETING AND TO VOTE YOUR SHARES IN PERSON.
<PAGE>
EPITOPE, INC.
8505 S.W. Creekside Place
Beaverton, Oregon 97008
PROXY STATEMENT
This proxy statement is being mailed on or about January 19, 1996,
to shareholders of Epitope, Inc., an Oregon corporation (the "Company"), in
connection with the solicitation of proxies in the accompanying form
("Proxies") by the Board of Directors of the Company (the "Board") for use at
the annual meeting of shareholders to be held on February 20, 1996, at 9:00
a.m., at the Oregon Convention Center, 777 N.E. Martin Luther King Jr.
Boulevard, Portland, Oregon 97232, and at any adjournments thereof, pursuant
to the accompanying Notice of Annual Meeting of Shareholders.
PROXIES
Shares represented by a properly executed Proxy will be voted in
accordance with the shareholder's instructions indicated on the Proxy. If no
instructions are given, the shareholder's shares will be voted according to
the recommendations of the Board as stated on the Proxy. Shareholders may
revoke the authority granted by their Proxies at any time before the meeting
by notice in writing delivered to the Secretary of the Company, by submitting
a subsequently dated proxy, or by attending the meeting, withdrawing the
Proxy, and voting in person.
At the meeting, action will be taken on the matters set forth in
the accompanying Notice of Annual Meeting of Shareholders and described in
this proxy statement. The Board knows of no other matters to be presented for
action at the meeting. If any other matters do properly come before the
meeting, the persons named on the Proxy will have discretionary authority to
vote thereon in accordance with their best judgment.
The cost of soliciting Proxies will be borne by the Company. In
addition to solicitations by mail, certain of the Company's directors,
officers, and regular employees may solicit Proxies personally or by
telephone, telegraph, or other means without additional compensation. The
Company has retained D.F. King & Co., Inc., to assist in such solicitation for
an estimated fee of $2,500 plus reimbursement for certain expenses.
Arrangements will also be made with brokerage firms and other
custodians, nominees, and fiduciaries to forward solicitation material to the
beneficial owners of stock held of record by such persons, and the Company
will, upon request, reimburse them for their reasonable expense in so doing.
PLEASE MARK, SIGN, AND DATE THE ENCLOSED PROXY CARD, AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE PROVIDED FOR THIS PURPOSE.
<PAGE>
VOTING SECURITIES
On January 3, 1996, the record date for determining shareholders
entitled to vote at the 1996 annual meeting of shareholders, the Company had
outstanding and entitled to vote at the meeting 12,523,857 shares of Common
Stock, no par value (the "Common Stock"). Each share of Common Stock is
entitled to one vote on any matter brought before the meeting.
PRINCIPAL SHAREHOLDERS
The following table sets forth information as of January 3, 1996,
regarding the beneficial ownership of the Company's Common Stock by (a) each
person who is known to the Company to be the beneficial owner of more than 5
percent of the Common Stock outstanding, (b) each director and nominee for
election as director, (c) each of the Company's executive officers named in
the Summary Compensation Table under EXECUTIVE COMPENSATION, and (d) all
directors and executive officers of the Company as a group.
<PAGE>
Amount and Nature
5% Shareholders, Directors of Beneficial Percent of
and Executive Officers Ownership(1)(2) Class
- --------------------------------------------------------------------------
Groupe des Assurances Nationales 1,242,700 09.4%
61 Rue Monceau
Paris 75008 France(3)
W. Charles Armstrong 59,540(4) *
Kevin M. Crowley 106,666 *
Richard K. Donahue 57,000(4) *
Adolph J. Ferro, Ph.D. 496,063(5) 03.8%
John H. Fitchen, M.D. 164,461(4) 01.3%
Andrew S. Goldstein 478,021(5) 03.8%
Margaret H. Jordan 10,000 *
Gilbert N. Miller 187,468(5) 01.5%
R. Douglas Norby 58,750 *
Michael J. Paxton 25,414 *
Roger L. Pringle 107,539 *
G. Patrick Sheaffer 80,000 *
All directors and executive officers
as a group (16 persons) 1,977,111(4)(5) 14.0%
- -------------
*Less than 1%
(1) Subject to community property laws where applicable, beneficial
ownership consists of sole voting and investment power except as
otherwise indicated.
(2) Includes shares subject to options and warrants exercisable within 60
days of January 3, 1996, by directors and executive officers as follows:
Mr. Armstrong, 55,000 shares; Mr. Crowley, 106,666 shares; Mr. Donahue,
50,000 shares; Dr. Ferro, 495,510 shares; Dr. Fitchen, 160,133 shares;
Mr. Goldstein, 190,444 shares; Ms. Jordan, 10,000 shares; Mr. Miller,
187,023 shares; Mr. Norby, 55,000 shares; Mr. Paxton, 25,414 shares;
Mr. Pringle, 95,414 shares; Mr. Sheaffer, 67,500 shares; and all
directors and executive officers as a group, 1,646,853 shares.
(3) Includes 595,000 shares subject to warrants exercisable within 60 days
of January 3, 1996 and 128,000 shares issuable upon conversion of
convertible notes.
(4) Includes shares as to which the individual has shared voting and
dispositive power as follows: Mr. Armstrong, 165 shares; Mr. Donahue,
1,000 shares; Dr. Fitchen, 100 shares; and all directors and executive
officers as a group, 2,265 shares.
(5) Does not include 13,508 shares of Common Stock held in the Epitope, Inc.
401(k) Profit Sharing Plan (the "401(k) Plan"), as to which
Messrs. Ferro, Goldstein and Miller share voting power as trustees of
the 401(k) Plan. Messrs. Ferro, Goldstein and Miller disclaim any
economic beneficial interest in such shares other than the 529, 432 and
507 shares, respectively, allocated to their individual accounts under
the 401(k) Plan.
ELECTION OF DIRECTORS
The three nominees for election as Class II directors are
presently members of the Board. The term of office for which each nominee is
a candidate will expire at the annual meeting of shareholders in 1999.
In the absence of instructions to the contrary, shares of Common
Stock represented by properly executed Proxies will be voted for the three
nominees, each of whom has consented to be named and to serve if elected. If
a quorum is present, each nominee will be elected if he receives a plurality
of the votes cast by shares entitled to vote at the meeting.
The Company does not know of anything that would preclude any
nominee from serving. However, should any nominee for any reason become
unable or unwilling to serve as a director, the persons named on the enclosed
Proxy will vote the shares represented by each Proxy for such substitute
nominee as the Board may approve.
The Company's Bylaws provide that nominations for election to the
Board may be made by the Board or by any shareholder entitled to vote for the
election of directors. Notice of a shareholder's intent to make such a
nomination must be given in writing, by personal delivery or certified mail,
postage prepaid, to the Secretary of the Company and must include the name and
address of the shareholder and each proposed nominee, a representation that
the shareholder is a record holder of Common Stock and intends to appear in
person or by proxy at the meeting to nominate the person or persons specified
in the notice, a description of any arrangements or understandings pursuant to
which the nominations are to be made, the consent of each proposed nominee to
serve as a director if elected, and such other information regarding each
nominee as would be required to be included in the Company's proxy statement
had the person been nominated by the Board. Such notice, with respect to an
election to be held at an annual meeting of shareholders, must be given at
least 60 days in advance of the anniversary of the date of the previous year's
annual meeting of shareholders or, with respect to an election to be held at a
special shareholders meeting, must be given no later than the close of
business on the seventh day following the date on which notice of such meeting
was first given to shareholders.
Any vacancy that occurs during the term of a director may be
filled by the affirmative vote of a majority of the remaining directors even
though less than a quorum of the Board. The vacancy may be filled until the
next annual meeting of shareholders.
<PAGE>
Certain information with respect to each person nominated for
election as a director and each person whose term of office as a director will
continue after the meeting is set forth below.
<TABLE>
<CAPTION>
DIRECTOR
NAME PRINCIPAL OCCUPATION AGE SINCE
- --------------------------------------------------------------------------------------
Class I (Directors Whose Terms of Office Expire in 1997):
<S> <C> <C> <C>
W. Charles Armstrong Chairman and Chief Executive 51 1989
Officer of Bank of America
Oregon, Portland, Oregon
Adolph J. Ferro, Ph.D. President and Chief Executive 53 1990
Officer of the Company
Roger L. Pringle President of The Pringle Company, 55 1989
a management consulting firm,
Portland, Oregon
Class II (Nominees for Terms of Office to Expire in 1999):
Andrew S. Goldstein Senior Vice President of Advanced 47 1981
Technology Development -
Epitope Medical Products
R. Douglas Norby Senior Vice President and Chief 60 1989
Financial Officer of Mentor
Graphics Corporation, a computer
software manufacturer,
Wilsonville, Oregon
G. Patrick Sheaffer Chairman, President and Chief 56 1983
Executive Officer of Riverview
Savings Bank, Camas, Washington
Class III (Directors Whose Terms of Office Expire in 1998):
Richard K. Donahue Vice Chairman of NIKE, Inc., a 68 1991
sporting goods manufacturer,
Beaverton, Oregon
Margaret H. Jordan President and Chief Executive 53 1995
Officer of Dallas Medical Resource,
a not-for-profit medical referral firm,
Dallas, Texas
Michael J. Paxton Chairman, President and Chief 49 1995
Executive Officer of
O'Cedar Holdings, Inc., a manufacturer
of household cleaning products,
Springfield, Ohio
</TABLE>
W. Charles Armstrong has been Chairman and Chief Executive Officer
of Bank of America Oregon since September 1992. From April to September 1992,
he was Chairman and Chief Executive Officer of Bank of America Idaho.
Mr. Armstrong served as President and Chief Operating Officer of Honolulu
Federal Savings Bank from February 1989 to April 1992. Prior to February
1989, he was President and Chief Executive Officer of West One Bank, Oregon.
Richard K. Donahue has been Vice Chairman of NIKE, Inc., since
June 1994. Mr. Donahue served as President and Chief Operating Officer of
NIKE, Inc., from 1990 to June 1994 and has served as a director of that
company since 1977. Mr. Donahue is also a partner in the law firm of Donahue
& Donahue, Lowell, Massachusetts, and a director of Courier Corp.
Adolph J. Ferro, Ph.D., has been President and Chief Executive
Officer of the Company since April 1990. Dr. Ferro was Senior Vice President
from November 1988 until April 1990. From July 1987 until November 1988, he
was Vice President of Research and Development. He was a cofounder of
Agricultural Genetic Systems, Inc., which the Company acquired in 1987.
Dr. Ferro is also the President of Agritope, Inc. ("Agritope"), the Company's
wholly owned subsidiary. Prior to joining the Company, he was a Professor in
the Department of Microbiology at Oregon State University ("OSU"). From 1981
to 1986, he was an Associate Professor at OSU, and from 1978 to 1981, he was
an Assistant Professor at OSU. From 1975 to 1978, he was Assistant Professor
at the University of Illinois at Chicago in the Department of Biological
Sciences. Dr. Ferro received a B.A. degree from the University of Washington
in 1965, an M.S. degree in biology from Western Washington University in 1970,
and a Ph.D. in bacteriology and public health from Washington State University
in 1973.
Andrew S. Goldstein is a Senior Vice President of the Company's
Epitope Medical Products division ("Epitope Medical Products"), a position he
has held since June 1990. Prior to that time, he had been Vice President of
Product Development from December 1988, Vice President of Scientific Affairs
from July 1987 to December 1988, and Vice President of Research and
Development from 1981 until July 1987. He also has served as Secretary from
December 1988 to February 1993 and from November 1995 to the present and
served as Treasurer until March 1991. Mr. Goldstein was Research Associate
and supervisor of the Histocompatibility Laboratory at the Oregon Health
Sciences University ("OHSU"), where he was engaged in paternity testing and
transplantation immunology, from 1974 to 1981. Mr. Goldstein received a B.S.
degree in microbiology from Cornell University in 1969 and an M.S. degree in
cytology from Fordham University
in 1973.
Margaret H. Jordan will join Dallas Medical Resource ("DMR") as
President and Chief Executive Officer in February 1996. DMR is a not-for-
profit alliance of Dallas' major medical organizations that was created to
make Dallas, Texas, a regional, national and international center for medical
referrals. Ms. Jordan has been Vice President of Health Care & Employee
Services at Southern California Edison Co. since December 1992. She had
previously been a Vice President and Regional Manager with the Kaiser
Foundation Health Plan of Texas, Inc., beginning in 1986, and was an Associate
Regional Manager of Kaiser Foundation Health Plan of Georgia, Inc., from 1984
to 1986. Ms. Jordan received a B.S. degree in Nursing from Georgetown
University in 1964 and an M.S. degree in Public Health from the University of
California, Berkeley in 1972. She also serves on the board of directors of
Eckerd Corporation.
R. Douglas Norby has been Senior Vice President and Chief
Financial Officer of Mentor Graphics Corporation since July 1993. Prior to
joining Mentor Graphics Corporation, he had been President and Chief Executive
Officer of Pharmetrix Corporation, a biopharmaceutical company in Menlo Park,
California, since July 1992. Prior to that time, he had been President of
Lucasfilm, Ltd., since 1985, and President and Chief Executive Officer of
LucasArts Entertainment Company since 1990. Prior to joining Lucasfilm, Ltd.,
Mr. Norby was Senior Vice President and Chief Financial Officer of Syntex
Corporation from 1979 to 1985. Mr. Norby also serves on the board of
directors of LSI Logic Corporation.
Michael J. Paxton became Chairman, President and Chief Executive
Officer of O'Cedar Holdings, Inc., in January 1996. From March 1992 until
joining O'Cedar Holdings, Inc., he was President and Chief Executive Officer
of The Haagen-Dazs Company, Inc. Prior to that he was President of the Baked
Goods Division of The Pillsbury Company. Both companies are subsidiaries of
Grand Metropolitan PLC. He has been a director of Agritope since September
1992 and is also a director of Transport Corporation of America, Inc.
Roger L. Pringle has been Chairman of the Board of the Company
since April 1990, and is also a director of Agritope. He is President of The
Pringle Company, a management consulting firm in Portland, Oregon, which he
founded in 1975.
G. Patrick Sheaffer has been President of Riverview Savings Bank
in Camas, Washington, since 1979, and has served as a director of the bank
since 1983. In 1993, Mr. Sheaffer also became Chairman and Chief Executive
Officer of Riverview Savings Bank and Riverview Mutual Holding Company, a bank
holding company. He has been a director of the Washington Savings League
since 1980.
DIRECTORS' MEETINGS
The Board held 13 meetings during the fiscal year ended September
30, 1995. Each director attended more than 75 percent of the combined total
of meetings of the Board and of committees of the Board on which the director
served at any time during the year.
COMMITTEES OF THE BOARD
The Board has designated an Executive Committee to assist in the
discharge of the Board's responsibilities. The Executive Committee is
composed of three directors, Roger L. Pringle, Chairman, G. Patrick Sheaffer,
and Adolph J. Ferro, Ph.D. The Executive Committee did not meet during the
fiscal year ended September 30, 1995. The Executive Committee may exercise
all the authority and powers of the Board in the management of the business
and affairs of the Company, except those reserved to the Board by the Oregon
Business Corporation Act.
The Executive Compensation Committee of the Board establishes and
reviews from time to time compensation for executive officers of the Company,
administers the Company's Incentive Stock Option Plan for Key Employees
("ISOP") and 1991 Stock Award Plan (the "Plan"), and performs other tasks as
the Board may direct. Members of the Executive Compensation Committee are
W. Charles Armstrong, Chairman, G. Patrick Sheaffer, and R. Douglas Norby,
none of whom is eligible to participate in the Company's compensation plans
other than to receive non-discretionary options awarded to non-employee
directors of the Company pursuant to the Plan. See EXECUTIVE COMPENSATION -
Compensation of Directors - Equity Compensation. The Executive Compensation
Committee met four times during the fiscal year ended September 30, 1995.
The Audit Committee of the Board reviews the performance and
independence of the Company's independent accountants. Members of the Audit
Committee are G. Patrick Sheaffer, Chairman, R. Douglas Norby, and Roger L.
Pringle. The Audit Committee met once during the fiscal year ended
September 30, 1995.
<PAGE>
The Board does not have a nominating committee.
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS
<S> <C> <C>
NAME OF
EXECUTIVE OFFICER AGE POSITION
- -------------------------------------------------------------------------------------------
Adolph J. Ferro, Ph.D. 53 President, Chief
Executive Officer, and Director
Gilbert N. Miller 54 Executive Vice President, Chief
Financial Officer, and Treasurer
Andrew S. Goldstein 47 Senior Vice President of
Advanced Technology Development -
Epitope Medical Products,
Secretary and Director
John H. Fitchen, M.D. 50 Senior Vice President and Chief
Operating Officer - Epitope Medical
Products
Byron A. Allen, Jr. 63 Vice President of Corporate
Communications
Elaine J. Dubesa 52 Vice President of Government Affairs
Charles E. Bergeron 50 Vice President of Operations - Epitope
Medical Products
Kevin M. Crowley 50 Vice President of Sales and Marketing -
Epitope Medical Products
J. Richard George, Ph.D. 54 Vice President of Scientific Affairs -
Epitope Medical Products
</TABLE>
Officers of the Company hold office at the discretion of the Board.
For biographical summaries of Dr. Ferro and Mr. Goldstein, see ELECTION OF
DIRECTORS.
Gilbert N. Miller joined the Company in June 1989 as Executive
Vice President and Chief Financial Officer and has served as the Company's
Treasurer since March 1991. He has also been a Senior Vice President of
Agritope since September 1992 and its Chief Financial Officer since December
1991. From 1987 to 1989, he was Executive Vice President, Finance and
Administration, of Northwest Marine Iron Works, a privately-held ship repair
contractor located in Portland, Oregon. From 1986 to 1987, he was Vice
President/Controller of the Manufacturing Group of Morgan Products, Ltd., a
manufacturer and distributor of specialty building products based in Oshkosh,
Wisconsin. He also held the position of Senior Vice President/Finance of
Nicolai Company, a Portland wood door manufacturing concern which became a
wholly owned subsidiary of Morgan Products, Ltd., in 1986. Mr. Miller
received a B.S. degree from Oregon State University and a Master of Business
Administration degree from University of Oregon. He is a certified public
accountant.
John H. Fitchen, M.D., joined the Company in July 1990 as Vice
President of Research and Clinical Activities, was appointed Senior Vice
President in September 1993, and assumed the additional position of Chief
Operating Officer-Epitope Medical Products in November 1994. Prior to joining
the Company, Dr. Fitchen was Associate Chief of Staff for Research at the
Portland Veterans Administration Medical Center in Portland, Oregon, and
Professor of Medicine at OHSU. Dr. Fitchen received his M.D. degree from the
University of Rochester School of Medicine and a B.A. degree from Amherst
College. He completed his clinical training in Internal Medicine at OHSU in
1976 and in Hematology/Oncology at the University of California, Los Angeles,
in 1978.
Byron A. Allen, Jr., joined the Company in July 1995. Prior to
joining the Company, from 1993 to 1995, Mr. Allen was Senior Vice President,
Equity Portfolio Manager, for C.J. Lawrence/Deutsche Bank Securities
Corporation, New York. From 1978 to 1993, he was Director of Retail Brokerage
Service, C.J. Lawrence, Incorporated. Mr. Allen holds an A.B. degree from
Dartmouth College and a Master of Business Administration degree from the Amos
Tuck School of Business Administration.
Elaine J. Dubesa joined the Company in March 1987 as Quality
Assurance Manager, thereafter serving as Manager and then Director of
Regulatory Affairs and Quality Assurance. She was appointed Vice President of
Regulatory Affairs-Epitope Medical Products in November 1991 and Vice
President of Government Affairs in March 1995. From 1980 until joining the
Company, Ms. Dubesa was Quality Control Manager at International Bioclinical,
Inc., Portland, Oregon. Ms. Dubesa received a B.S. degree in Medical
Technology from Loyola University, New Orleans, in 1966. She is a member of
the Regulatory Affairs Professional Society and the American Society of
Clinical Pathologists.
Charles E. Bergeron joined the Company in August 1993 as President
of its wholly owned subsidiary, Agrimax Floral Products, Inc. He was named
Vice President of Operations-Epitope Medical Products in June 1995. From 1978
to 1992, Mr. Bergeron was Senior Vice President-Finance of Freightliner
Corporation, a Portland, Oregon, truck manufacturer. He holds a B.S. degree
in Management Science from Rensselaer Polytechnic Institute and a Master of
Business Administration degree from Columbia University.
Kevin M. Crowley joined the Company in June 1992 as Vice President
of Medical Products. He became Vice President of Sales and Marketing-Epitope
Medical Products in 1993. From 1991 until joining the Company, Mr. Crowley
served as a private consultant to Pharmacia Diagnostics, Inc. ("Pharmacia"),
Columbia, Maryland, with responsibility for completing the divestiture of the
Blood Virus Division of Pharmacia. From 1989 to 1991, Mr. Crowley was Vice
President, Sales and Marketing, Blood Virus Products, of Pharmacia. From 1985
to 1989, he was Vice President, Sales and Marketing, Immunodiagnostic Products
of Pharmacia and ElectroNucleonics, Inc., which was acquired by Pharmacia in
1988. Mr. Crowley received a B.A. degree from the University of Maryland.
J. Richard George, Ph.D., joined the Company as Vice President of
Scientific Affairs-Epitope Medical Products in March 1995. From 1988 until
joining the Company, Dr. George was Chief, Developmental Technology,
Laboratory Investigations Branch, Division of HIV/AIDS, Centers for Disease
Control (CDC), Atlanta, Georgia. A career scientist, Dr. George served the
CDC in a series of management and technical positions since joining the CDC in
1960. He holds B.S. and M.S. degrees from Georgia State University and a
Ph.D. in microbiology from the University of Georgia.
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table summarizes the compensation of the Chief
Executive Officer and the four other most highly compensated executive
officers of the Company for the last three fiscal years.
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
Securities
Underlying All Other
Name and Principal Position Year Salary Bonus Options (#)(1) Compensation(2)
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Adolph J. Ferro, Ph.D. 1995 $200,769 $113,245 74,000 $5,390
President and Chief Executive 1994 135,000 _ _ 3,375
Officer 1993 135,000 _ _ 3,362
Gilbert N. Miller 1995 130,962 _ 34,000 5,021
Executive Vice President and 1994 120,000 _ _ 3,000
Chief Financial Officer 1993 120,000 _ _ 2,988
Andrew S. Goldstein 1995 126,923 _ 34,000 3,182
Senior Vice President of 1994 105,000 _ _ 2,625
Advanced Technology 1993 105,000 _ _ 2,092
Development - Epitope
Medical Products
John H. Fitchen, M.D. 1995 148,606 _ 43,000 3,578
Senior Vice President and 1994 131,250 _ _ 3,057
Chief Operating Officer - 1993 131,250 _ _ 3,269
Epitope Medical Products
Kevin M. Crowley 1995 125,000 _ 20,000 _
Vice President of Sales and 1994 125,000 _ _ 2,344
Marketing - Epitope Medical 1993 125,000 _ 100,000 3,103
Products
</TABLE>
(1) Represents the number of shares for which options were awarded. No
stock appreciation rights ("SARs") have been granted to any named executive
officer during the years indicated.
(2) Represents amounts contributed to the Company's 401(k) Profit Sharing
Plan as employer matching contributions in the form of Common Stock.
OPTION GRANTS IN LAST FISCAL YEAR
<PAGE>
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock Price
Individual Grants(1) Appreciation for Option Term(2)
- --------------------------------------------------------------------------------------------------------------------------
Percent of
Total
Options
Number of Granted Market
Securities to Price
Underlying Employees Exercise on Date Expira-
Options in Fiscal Price Per of tion
Name Granted Year Share Grant Date 0% 5% 10%
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Adolph J. Ferro, Ph.D. 74,000 11.5% $14.9375 $16.9375 _ $148,000 $936,241 $2,145,557
Gilbert N. Miller 34,000 5.3 14.9375 16.9375 _ 68,000 430,165 985,796
Andrew S. Goldstein 34,000 5.3 14.9375 16.9375 _ 68,000 430,165 985,796
John H. Fitchen, M.D. 43,000 6.7 14.9375 16.9375 _ 86,000 544,032 1,246,743
Kevin M. Crowley 20,000 3.1 14.9375 16.9375 _ 40,000 253,038 579,880
(1) These are nonqualified options which become exercisable cumulatively in three equal annual installments beginning one
year after the date of grant; provided that the options will become exercisable in full if a change in control of the
Company occurs (other than a change in control receiving advance approval by the Board), but not earlier than six months
after the date of grant, except in the case of the officer's death or disability. A change in control of the Company would
occur upon the occurrence of such events as the beneficial ownership by a person or group of 30 percent or more of the
outstanding Common Stock, certain changes in Board membership affecting a majority of positions, certain mergers or
consolidations, a sale or other transfer of all or substantially all of the Company's assets, or approval by the
shareholders of a plan of liquidation or dissolution of the Company, as well as any change in control required to be
reported by the proxy disclosure rules of the Securities and Exchange Commission (the "SEC"). The options have an unlimited
term; provided that the officer's right to exercise the options will terminate immediately upon the termination of
employment for cause, will expire five years after retirement, and will expire one year after death, disability, or ceasing
to be an active employee of the Company for any other reason. Subject to certain conditions, the exercise price of the
options may be paid by delivery of previously acquired shares of Common Stock. No SARs were granted during fiscal 1995.
(2) The amounts shown are hypothetical gains based on the indicated assumed rates of appreciation of the Common Stock
compounded annually for a ten-year period. Although, as described in more detail in note (1) above, the options shown in
the table have an unlimited term subject to expiration at specified times following termination of employment, a ten-year
period has been used in calculating the amounts shown as an approximation of the expected average time during which the
options will be outstanding. There can be no assurance that the Common Stock will appreciate at any particular rate or at
all in future years.
</TABLE>
<TABLE>
<CAPTION>
FISCAL YEAR-END OPTION VALUES(1)
Number of Securities Underlying
Unexercised Options Value of Unexercised In-the-Money
at Fiscal Year-End Options at Fiscal Year-End(2)
Name Exercisable Unexercisable Exercisable Unexercisable
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Adolph J. Ferro, Ph.D. 395,844 180,360 $2,552,503 $669,849
Gilbert N. Miller 150,690 74,414 1,034,408 203,019
Andrew S. Goldstein 145,777 73,223 1,075,397 300,541
John H. Fitchen, M.D. 112,466 76,334 795,628 260,422
Kevin M. Crowley 87,500 82,500 88,673 38,672
</TABLE>
(1) The named executive officers neither exercised any options or SARs
during fiscal 1995 nor held any SARs at September 30, 1995.
(2) In-the-money stock options are options for which the exercise price is
less than the market value of the underlying stock on a particular date. The
values shown in the table are based on the difference between $14.1875, which
was the average of the high and low sales prices of the Common Stock on the
American Stock Exchange on September 29, 1995, and the applicable exercise
price.
EMPLOYMENT AGREEMENTS
Pursuant to written employment agreements with the Company, all
executive officers except Mr. Allen and Dr. George are entitled to receive one
year of salary in the event of termination without cause (two years in the
case of Dr. Ferro) or two years of salary if terminated without cause within
12 months following a change in control (within the meaning of the Securities
Exchange Act of 1934) or sale of substantially all of the assets of the
Company (three years in the case of Dr. Ferro). The agreements in each case
prohibit the officer from competing with the Company for one year unless the
officer elects to waive the right to amounts otherwise payable. The
agreements do not expire by their terms and are terminable by the Company upon
90 days' notice with cause or, subject to payment of the salary amounts
described above, without cause.
COMPENSATION OF DIRECTORS
EQUITY COMPENSATION. Under the Company's 1991 Stock Award Plan
("Plan"), non-employee directors of the Company are eligible to receive
nonqualified stock options granted on a non-discretionary basis.
Initial Options. Each person who becomes a non-employee director
is granted a stock option to purchase 50,000 shares of Common Stock (an
"Initial Option"). A newly-elected Chairman of the Board receives an Initial
Option to purchase an additional 25,000 shares (75,000 shares if not
previously a non-employee director). Until December 1994, Initial Options
were granted at an exercise price equal to 75 percent of the fair market value
of a share of Common Stock on the date of grant; beginning in December 1994,
Initial Options are granted at an exercise price equal to the fair market
value of a share on the date of grant minus the lesser of (a) $2.00 or (b) 25
percent of such fair market value. Each Initial Option becomes exercisable in
annual installments based upon continued service as a director and expires at
the end of five years following the director's retirement or one year
following the director's death, disability or cessation of service as a
director for any other reason. An Initial Option will generally become fully
exercisable by the date of the fourth annual meeting of shareholders through
which the director has served on the Board. Initial Options become
exercisable in full immediately upon the occurrence of a change in control of
the Company which has not received prior approval by the Board. See EXECUTIVE
COMPENSATION - Option Grants in Last Fiscal Year for a summary of the types of
events which constitute a change in control.
Payment of the exercise price may be made in cash or by delivery
of previously acquired shares of Common Stock having a fair market value equal
to the aggregate exercise price. To the extent that payment is made in
previously acquired shares, the director is automatically granted a
replacement ("reload") option for a number of shares equal to the number
delivered upon exercise with an exercise price equal to the fair market value
of a share of Common Stock on the date of exercise. Reload options become
exercisable in full six months after the grant date.
In accordance with the terms of the Plan, on January 8, 1991, the
Chairman of the Board, Mr. Pringle, was granted an Initial Option to purchase
75,000 shares of Common Stock, and each other then non-employee director was
granted an Initial Option to purchase 50,000 shares of Common Stock, all at an
exercise price of $6.375 per share. Mr. Donahue was granted an Initial Option
on October 1, 1991, to purchase 50,000 shares of Common Stock at an exercise
price of $15.00 per share. On February 21, 1995, Ms. Jordan and Mr. Paxton
were each granted an option to purchase 50,000 shares of Common Stock at an
exercise price of $15.8125 per share.
Renewal Options. On December 13, 1994, the Board of Directors
amended the Plan, subject to shareholder approval which was received on
February 21, 1995, to provide for the grant of additional nonqualified stock
options to each non-employee director to purchase 15,000 shares of Common
Stock ("Renewal Options") as of the December 15 prior to the annual meeting of
shareholders at which the options most recently granted to such non-employee
director fully vest. Renewal Options vest in three equal annual installments
beginning with the second annual meeting of shareholders following the date of
grant, subject to acceleration of vesting upon the occurrence of a change in
control of the Company not approved by the Board. The other terms of Renewal
Options are comparable to those of Initial Options, except that Renewal
Options do not provide for reload options. On December 15, 1994,
Messrs. Armstrong, Norby, Pringle and Sheaffer were each granted a Renewal
Option at a price of $18.375 per share. On December 15, 1995, Mr. Donahue was
granted a Renewal Option at a price of $9.8125 per share.
Agritope Options. Mr. Paxton and Mr. Pringle, as non-employee
directors of Agritope, were each awarded nonqualified options for 50,000
shares of Agritope common stock under the Agritope, Inc. 1992 Stock Award
Plan. The options have an exercise price of $5.625 per share, which was equal
to 75 percent of the fair market value of the Agritope common stock on the
date of grant, September 14, 1992, based on a good faith determination of fair
market value by the Agritope board of directors. The options vest at the rate
of 25 percent per year commencing on the first anniversary of the date of
grant. Until Agritope ceases to be a wholly owned subsidiary of the Company,
shares of Agritope common stock received upon exercise of the foregoing
options must be exchanged for shares of the Company's Common Stock based upon
a ratio of 2.433 shares of Agritope common stock for each share of the
Company's Common Stock. Accordingly, upon exercise of the foregoing options
in full, Messrs. Paxton and Pringle would each receive a total of 20,551
shares of Common Stock.
CASH COMPENSATION. On February 21, 1995, the Company implemented
a program to provide cash compensation to non-employee directors for service
on the Board of Directors. Each director was paid an annual fee of $7,200
($8,640 in the case of the Chairman) plus $1,200 ($1,440 in the case of the
Chairman) for attendance at each regularly scheduled meeting of the Board of
Directors. The program was suspended in October 1995 as a part of a corporate
restructuring program.
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
The following report of the Executive Compensation Committee of
the Board of Directors shall not be deemed to be incorporated by reference
into any previous filing by the Company under either the Securities Act of
1933 ("Securities Act") or the Securities Exchange Act of 1934 ("Exchange
Act") that incorporates future Securities Act or Exchange Act filings in whole
or in part by reference.
GENERAL. The Executive Compensation Committee of the Board of
Directors (the Committee), which is composed of three independent, non-
employee directors, is responsible for establishing and administering the
Company's policies that govern executive compensation and benefit practices.
The Committee evaluates the performance of the executive officers and
determines the salary of the Chief Executive Officer and annual bonus and
related benefits for all executive officers. Awards under certain of the
Company's stock option plans are made solely by the Committee in order to
satisfy the SEC's rules regarding disinterested administration of stock-based
compensation plans under Section 16 of the Exchange Act.
COMPENSATION PHILOSOPHY. The Company's executive compensation
programs are designed to (i) align the interests of executive management with
the long-term interests of the shareholders, (ii) motivate Company executives
to achieve the strategic business goals of the Company and recognize their
individual contributions, and (iii) provide compensation opportunities which
are competitive with those offered by other national medical and agricultural
biotechnology companies similar in size and performance to the Company. In
furtherance of these goals, the components of executive compensation include
base salary, merit cash bonuses, stock option grants and other benefits and
are linked to individual performance.
BASE SALARY. At least annually, the Committee receives management
recommendations concerning salary adjustments for executive officers and then
sets the Chief Executive Officer's salary. Salary levels for other officers
are set by the Chief Executive Officer subject to review and recommendations
by the Committee. As part of its review process, the Committee has considered
compensation data regarding other national biotechnology companies contained
in a report by an outside consultant retained by the Company in fiscal 1995
and in prior years. The 1995 base salary amounts for executive officers were
established at levels which did not exceed the 50th percentile for comparable-
sized biotechnology companies as reported in the outside consultant's report.
In October 1995, salaries for executive officers were reduced by 5% as a part
of a corporate restructuring program.
MERIT CASH BONUSES. A merit bonus was awarded to the Chief
Executive Officer in fiscal 1995 based upon extraordinary efforts in
connection with obtaining the December 23, 1994, approval of the Company's
Premarket Approval application for its OraSure a product with the Food and
Drug Administration. No merit bonuses were awarded in fiscal 1994 or 1993.
STOCK OPTION GRANTS. As previously noted, an important goal of
the Company's compensation program is to align the interests of the executive
officers and other key employees with the long-term interests of the Company's
shareholders. In furtherance of this goal, the Board of Directors adopted the
1991 Stock Award Plan pursuant to which the Company may grant stock-based
awards to directors, officers, and employees of, and consultants and advisers
to, the Company. The Plan was approved by the shareholders of the Company at
their 1991 annual meeting; increases in the number of shares to be issued
under the Plan were approved at the 1993, 1994 and 1995 annual meetings.
During the Company's fiscal year ended September 30, 1995, options were
granted under the Plan to all executive officers. The size of individual
option grants is determined by the Committee based upon the executive's duties
and the levels of option grants for executives with comparable positions at
other biotechnology companies, as summarized in the consultant's report
described above. The Committee does not consider the amount and terms of
options already held by executive officers in making new grants.
OTHER COMPENSATION VEHICLES. The Company also has a 401(k) Profit
Sharing Plan (the "401(k) Plan") which allows participants to defer
compensation pursuant to Section 401(k) of the Internal Revenue Code. All
employees of the Company, including executives, are eligible to participate in
the 401(k) Plan provided certain qualifications are met. In addition to
amounts which participants may elect to contribute to the 401(k) Plan, the
Company makes matching contributions to the 401(k) Plan in Common Stock of the
Company, which are allocated to all participants. Payments of benefits
accrued for 401(k) Plan participants will be made upon retirement or upon
termination of employment prior to retirement provided certain conditions have
been met by the employee prior to termination.
EXECUTIVE COMPENSATION COMMITTEE:
W. Charles Armstrong, Chairman
R. Douglas Norby
G. Patrick Sheaffer
STOCK PRICE PERFORMANCE GRAPH
The following graph compares the cumulative total returns to
investors in the Company's Common Stock, the Standard & Poors 500 Stock Index,
and the Russell 2000 Index for the period from October 1, 1990, through
September 30, 1995. The graph assumes that $100 was invested on September 30,
1990, in the Company's Common Stock and in each of the above-mentioned indices
and that all dividends were reinvested. The Russell 2000 Index is an index of
companies with market capitalizations similar to the Company. It has been
selected because the Company has been unable to identify a peer group of
companies for comparison. No single public or private company has a
comparable mix of technologies under development or products which serve the
same markets as the Company. The Company's management believes that an index
of companies with similar market capitalizations provides a reasonable basis
for comparing total shareholder returns. Shareholders are cautioned that the
graph shows the returns to investors only as of the dates noted and may not be
representative of the returns for any other past or future period.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG EPITOPE INC., THE S & P 500 INDEX AND THE RUSSELL 2000 INDEX
9/90 9/91 9/92 9/93 9/94 9/95
____ ____ ____ ____ ____ ____
Epitope Inc. $100 $278 $242 $313 $289 $204
S & P 500 $100 $131 $146 $165 $171 $221
Russell 2000 $100 $145 $158 $211 $216 $267
CERTAIN TRANSACTIONS
In connection with the December 1987 merger of Agricultural
Genetic Systems, Inc. ("AGS"), with and into Agritope, Dr. Ferro, as an
executive officer and principal shareholder of AGS, was granted a royalty
equal to 4 percent of net sales of products resulting from the technology
transferred to Agritope pursuant to the merger; royalties with respect to a
particular product will be paid for a period equal to the life of the patent
on the product or an equivalent period if a patent is not issued. No such
royalties were paid or payable in fiscal 1995.
In March 1995, the Company modified the terms of certain warrants
issued in private placement transactions in December 1992 and July and August
1993, to purchase Common Stock at prices of $14.875, $20.00 and $17.875 per
share, respectively. The warrants had an initial expiration date of April 22,
1995, based on Food and Drug Administration approval of the Company's OraSure
collection device for HIV screening in December 1994.
The Company extended the expiration date of the 1992 warrants to
September 30, 1996, and the expiration date of the 1993 warrants to March 31,
1997. The exercise price of the 1992 warrants was increased to $16.00 per
share effective April 23, 1995, and was further increased to $18.50 per share
on January 1, 1996. The exercise price of the August 1993 warrants was
increased to $18.50 per share effective April 23, 1995. Under the modified
terms, Common Stock purchased upon exercise of a warrant must be held for at
least 60 days.
Holders of the warrants included Groupe des Assurances Nationales
("GAN"), which beneficially owns more than 5 percent of the Common Stock
outstanding. As of April 22, 1995, GAN held 1992 warrants to purchase 270,000
shares of Common Stock, July 1993 warrants to purchase 195,000 shares of
Common Stock, and August 1993 warrants to purchase 50,000 shares of Common
Stock.
On September 1, 1995, the Company loaned $173,000 to Charles E.
Bergeron, Vice President of Operations - Epitope Medical Products, for the
purpose of purchasing a new home in connection with his transfer from
Charlotte, N.C. to the Company's headquarters. In accordance with the
Company's relocation policy, the loan bears interest at 6% per annum of which
the first 60 days' interest is waived.
ANNUAL REPORT
The Company's Annual Report to Shareholders for the fiscal year
ended September 30, 1995, accompanies this proxy statement. ON WRITTEN
REQUEST, THE COMPANY WILL PROVIDE, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT
ON FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1995, FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION (INCLUDING A LIST BRIEFLY DESCRIBING THE
EXHIBITS THERETO), TO ANY RECORD HOLDER OR BENEFICIAL OWNER OF THE COMPANY'S
COMMON STOCK ON JANUARY 3, 1996, THE RECORD DATE FOR THE 1996 ANNUAL MEETING
OF SHAREHOLDERS, OR TO ANY PERSON WHO SUBSEQUENTLY BECOMES SUCH A RECORD
HOLDER OR BENEFICIAL OWNER. Requests should be directed to the attention of
the Secretary of the Company at the address of the Company set forth in the
Notice of Annual Meeting of Shareholders immediately preceding this proxy
statement.
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP, independent public accountants, examined the
financial statements of the Company for fiscal 1995. No change in independent
public accountants is contemplated for fiscal 1996. The Company expects
representatives of Price Waterhouse LLP to be present at the 1996 annual
meeting of shareholders and to be available to respond to appropriate
questions from shareholders. The accountants will have the opportunity to
make a statement at the meeting if they desire to do so.
SHAREHOLDER PROPOSALS
Shareholders of the Company may submit proposals for inclusion in
the proxy material for the Company's 1997 annual meeting of shareholders. Any
such proposals must meet the shareholder eligibility and other requirements
imposed by rules issued by the SEC and must be received by the Company at 8505
S.W. Creekside Place, Beaverton, Oregon 97008, Attention: Secretary, not later
than September 21, 1996.
By Order of the Board of Directors
Andrew S. Goldstein
Secretary
January 19, 1996
<PAGE>
EPITOPE, INC.
ANNUAL MEETING, FEBRUARY 20, 1996
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Adolph J. Ferro, Ph.D., and
Gilbert N. Miller, and each of them, proxies with full power of substitution,
to vote all of the shares which the undersigned is entitled to vote at the
annual Meeting of Shareholders of Epitope, Inc. (the "Company"), to be held on
Tuesday, February 20, 1996, and at any adjournment or adjournments thereof,
with all the power the undersigned would possess if personally present, with
respect to the matters listed on the reverse side.
THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL
BE VOTED AS SPECIFIED ON THE REVERSE SIDE. IF NO SPECIFICATION IS MADE, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE
SIDE AS DIRECTORS. IF ANY OTHER BUSINESS PROPERLY COMES BEFORE THE MEETING,
THE PROXIES NAMED ABOVE WILL HAVE DISCRETIONARY AUTHORITY TO VOTE THEREON IN
ACCORDANCE WITH THEIR BEST JUDGMENT.
PLEASE MARK, DATE, SIGN, AND RETURN THE PROXY CARD PROMPTLY.
(CONTINUED AND TO BE SIGNED ON REVERSE)
FOLD AND DETACH HERE
EPITOPE, INC.
ANNUAL MEETING OF SHAREHOLDERS
Tuesday, February 20, 1996
Please mark your votes as indicated in this example
FOR WITHHOLD
1. Election of Class II Directors
(Term Expiring 1999)
Andrew S. Goldstein,
R. Douglas Norby,
G. Patrick Sheaffer
(Instruction: To withhold authority to vote for any individual nominee, mark
FOR and strike a line through the nominee's name in the list above. To
withhold authority to vote for all nominees, mark WITHHOLD.)
2. Transaction of such other business as may properly come before the meeting
or any adjournments thereof.
The undersigned hereby acknowledges receipt of the 1996 Notice of Annual
Meeting of Shareholders and the accompanying Proxy Statement furnished with
this Proxy.
Dated: , 1996
Signature of Shareholder
Signature of Shareholder
Please date and sign exactly as your name appears on this Proxy. If signing
for estates, trusts, or corporations, title or capacity should be stated. If
shares are held jointly, each holder should sign.
FOLD AND DETACH HERE
EPITOPE, INC.
ANNUAL MEETING OF SHAREHOLDERS
Tuesday, February 20, 1996
