SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
BAYWOOD INTERNATIONAL, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
BAYWOOD INTERNATIONAL, INC.
NOTICE OF 2000
ANNUAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT
<PAGE>
BAYWOOD INTERNATIONAL, INC.
August 1, 2000
Dear Stockholder:
On behalf of the Board of Directors, it is my pleasure to invite you to
attend the Annual Meeting of Stockholders of Baywood International, Inc. on
September 15, 2000, at 10:00 a.m., in Scottsdale, Arizona. Information about the
meeting is presented on the following pages.
In addition to the formal items of business to be brought before the
meeting, members of management will report on the Company's operations and
answer stockholder questions.
Your vote is very important. Please ensure that your shares will be
represented at the meeting by completing, signing, and returning your proxy card
in the envelope provided, even if you plan to attend the meeting. Sending us
your proxy will not prevent you from voting in person at the meeting should you
wish to do so.
Sincerely,
/s/ Neil Reithinger
Neil Reithinger
Chairman of the Board, President & C.E.O.
<PAGE>
BAYWOOD INTERNATIONAL, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To our Shareholders:
The Annual Meeting of Stockholders of Baywood International, Inc. (the
"Company") will be held at the DoubleTree Paradise Valley Resort, 5401 North
Scottsdale, Arizona 85250, Scottsdale, Arizona on September 15, 2000, at 10:00
a.m. local time, for the following purposes:
1. To elect the directors of the Company to serve for the ensuing year;
2. To approve and ratify the selection of King, Weber & Associates, P.C. as
independent auditors for the Company;
3. To transact any other business as may properly come before the Annual
Meeting.
The Board of Directors has fixed the close of business on August 4, 2000,
as the record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting. Shares of common stock can be voted at the
Annual Meeting only if the holder is present at the Annual Meeting in person or
by valid proxy.
YOUR VOTE IS IMPORTANT. TO ENSURE YOUR REPRESENTATION AT THE ANNUAL
MEETING, YOU ARE REQUESTED TO PROMPTLY DATE, SIGN AND RETURN THE ACCOMPANYING
PROXY CARD IN THE ENCLOSED ENVELOPE.
By Order of The Board of Directors,
/s/ Karl H. Rullich
Karl H. Rullich
Secretary
Scottsdale, Arizona
August 1, 2000
<PAGE>
BAYWOOD INTERNATIONAL, INC.
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Baywood International, Inc. (the "Company")
for use at the Annual Meeting of Stockholders of the Company to be held at the
time and place and for the purposes set forth in the foregoing Notice of Annual
Meeting of Stockholders. THE ENCLOSED PROXY IS SOLICITED BY THE BOARD OF
DIRECTORS OF THE COMPANY. If not otherwise specified, all proxies received
pursuant to the solicitation will be voted in FOR the nominees named below in
the election of Directors and FOR the ratification of the selection of King,
Weber & Associates, PC, as the Company's independent public accountants for
2000. The address of the Company's principal executive offices is 14950 North
83rd Place, Suite 1, Scottsdale, Arizona, 85260. This Proxy Statement and the
form of proxy are being mailed on or about August 15, 2000 to the shareholders
of record as of close of business on August 4, 2000 (the "Record Date").
REVOCABILITY OF PROXY AND VOTING OF PROXY
A proxy given by a stockholder may be revoked at any time before it is
exercised by giving another proxy bearing a later date, by notifying the
Secretary of the Company in writing of such revocation at any time before the
proxy is exercised, or by attending the meeting in person and casting a ballot.
Any proxy returned to the Company will be voted in accordance with the
instructions indicated thereon. If no instructions are indicated on the proxy,
the proxy will be voted for the election of the nominees for Directors named
herein and in favor of all other proposals described herein. Because abstentions
with respect to any matter are treated as shares present or represented and
entitled to vote for the purposes of determining whether that matter has been
approved by the stockholders, abstentions have the same effect as negative
votes. Broker non-votes and shares as to which proxy authority has been withheld
with respect to any matter are not deemed to be present or represented for
purposes of determining whether stockholder approval of that matter has been
obtained. A broker non-vote occurs when a nominee voting holding shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary voting power with respect to the item and has not
received voting instructions from the beneficial owner.
The Company knows of no reason why any of the nominees named herein would
be unable to serve. In the event, however, that any nominee named should, prior
to the election, become unable to serve as a director, the proxy will be voted
in accordance with best judgment of the persons named therein. The Board of
Directors knows of no matters, other than as described herein, that are to be
presented at the meeting, but if matters other than those herein mentioned
properly come before the meeting, the proxy will be voted by the persons named
in a manner that such persons (in their judgment) consider to be in the best
interests of the Company.
RECORD DATE AND VOTING SECURITIES OUTSTANDING
Only stockholders of record at the Record Date are entitled to vote at the
meeting. As of the Record Date, there were 27,126,235 shares of the Company's
common stock (the "Common Stock") issued and outstanding. Each stockholder
entitled to vote shall have one (1) vote for each share of Common Stock
registered in such stockholder's name on the books of the Company as of the
Record Date.
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<PAGE>
ANNUAL REPORT ON FORM 10-KSB
The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1999 (the "Annual Report"), which is being mailed to stockholders
with this Proxy Statement, contains financial and other information about the
Company but is not incorporated into this Proxy Statement and is not to be
considered a part of these proxy soliciting materials or subject to Regulations
14A or 14C or to the liabilities of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). The Company will provide to each
stockholder as of the Record Date, a copy of any exhibits listed in the Annual
Report, upon receipt of a written request and a check for $20.00 to cover the
Company's expense in furnishing such exhibits. Any such requests should be
directed to the Company's Secretary at the Company's executive offices set forth
in this Proxy Statement.
PROPOSAL NUMBER 1
ELECTION OF DIRECTORS
On February 18, 1997, the Board of Directors established a Standing
Nominating Committee which is to be comprised of three directors. The directors
on the Standing Nominating Committee (until their successors have been elected
or appointed and qualified) are: Dr. Michael Shapiro, Glen Holt and Karl
Rullich. On June 2, 2000, the following persons were nominated by a quorum of
the Board of Directors for directors of the Company to hold office until the
2001 Annual Meeting of Stockholders.
VOTE REQUIRED AND RECOMMENDATION
The affirmative vote of a majority of the shares of Common Stock present or
represented by proxy and voting at the Annual Meeting of Stockholders is
required for approval of this proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS
VOTE FOR ALL OF THE NOMINEES.
DIRECTOR POSITION AND
NOMINEE NAME AGE SINCE OFFICES HELD
------------ --- ----- ------------
Neil Reithinger 30 1997 Chairman, President, CEO and Director
Karl H. Rullich 66 1991 Vice President and Director
Glen Holt 70 1991 Director
Michael B. Shapiro, M.D. 45 1995 Director
David M. Franey, M.D. 48 1998 Director
Denise Forte-Pathroff, M.D. 43 1998 Director
BIOGRAPHICAL INFORMATION RELATED TO DIRECTORS AND EXECUTIVE OFFICERS OF COMPANY
Information about each nominee for director is given below.
MR. NEIL T. REITHINGER has been the Company's Chairman of the Board,
President and Chief Executive Officer since April 3, 1998 and previously served
as Interim President from December 10, 1997. He was elected as a Director on
February 18, 1997. He was elected Chief Financial Officer, Secretary and
Treasurer on October 28, 1996. Mr. Reithinger had been Controller of the Company
since January 1994. Prior to joining the Company and from July 1992 through
December 1993, Mr. Reithinger worked for Bank of America. He received a
Bachelors degree in accounting from the University of Arizona in 1992 and his
certification as a Certified Public Accountant in 1996.
3
<PAGE>
MR. KARL H. RULLICH has been a Director since 1991. He was appointed
Vice-President on April 3, 1998 and has served as the Company's Director of
International Sales since May 1996. Prior to April 19, 1996, he served as
President, Chief Executive Officer and Treasurer of the Company. He worked as a
Marketing Director, General Manager and Vice President for Pfizer Hospital
Products Group in their international businesses and operations for over 25
years. Mr. Rullich holds a degree in economics from the Business College in
Essen, Germany. He emigrated from Germany to the United States in 1956 and
became a naturalized citizen in 1961.
MR. GLEN HOLT has been a Director of the Company since 1992. As a rancher
and successful breeder for over 35 years, Mr. Holt is an expert on animal health
and nutrition. He is a graduate from the University of Smith Cornel. He is
married to actress Annette Funicello, who is associated with the Company's Cello
by Annette(TM) fragrance line it had developed prior to 1996.
DR. MICHAEL B. SHAPIRO has been a Director of the Company since August
1995. Dr. Shapiro is an ophthalmologist at the University of Wisconsin, Madison.
He has also been Chairman of Davis Duehr Eye Associates, S.C. in Wisconsin since
1994 and is currently President of Eye-Deal Ocular Safety Products. Dr. Shapiro
received his degree in medicine from the Washington University in St. Louis,
Missouri. He completed his internship at Mercy Hospital and Medical Center at
the University of San Diego and his residency at the University of Wisconsin,
Madison. Dr. Shapiro has consulted for companies such as Bausch and Lomb,
Allergan and Unilens.
DR. DAVID M. FRANEY has been a Director of the Company since May of 1998.
Dr. Franey is Associate Medical Director for Intergroup of Arizona. He is board
certified by the American Board of Internal Medicine. Dr. Franey received his
undergraduate and medical school education from the University of Wisconsin,
Madison. He completed his residency in internal medicine at Good Samaritan/VA
Hospital Program in Phoenix. He was in private practice from 1981 to 1985 before
joining The Scottsdale Clinic. After the acquisition of The Scottsdale Clinic by
Thomas-Davis Medical Centers in 1990, he became site medical director. He has
served as Department of Medicine Chair for SMH-North Hospital, Medical Records
Committee Chair for TDMC, and a member of the TDMC Q1 Committee. Dr. Franey is a
member of the American Medical Association, the Arizona Medical Association,
Maricopa County Medical Society, and the American College of Physician
Executives.
DR. DENISE FORTE-PATHROFF has been a Director of the Company since May of
1998. Dr. Forte-Pathroff is a dermatologist in private practice in Bismarck,
North Dakota. She is currently President of DFP, Inc., a dermatological skin
care products company, and serves on the Board of Directors of BNC National
Bank. Dr. Forte-Pathroff received her degree in medicine from Tufts University
Medical School in Boston, Massachusetts and completed her residencies at the
University of Minnesota in Minneapolis, Minnesota and Temple University Skin &
Cancer Hospital in Philadelphia, Pennsylvania. She completed her internal
medicine internship at Abington Memorial Hospital in Abington, Pennsylvania. She
has been Board Certified with the American Academy of Dermatology since 1986 and
is a Clinical Associate Professor of Internal Medicine at the University of
North Dakota.
MEETINGS AND COMPENSATION OF THE BOARD OF DIRECTORS:
During 1999, the Board of Directors held two (2) meetings. Five (5) out of
six members attended both of the meetings, constituting a quorum. The
Compensation Committee held one (1) meeting in which two-thirds of all members
were present and the Nominating Committee held one (1) meeting in which
two-thirds of all members were present. Three (3) meetings were held via
unanimous consent. In addition to regularly scheduled meetings, a number of
Directors were involved in numerous informal discussions with management,
offering advice and suggestions on a broad range of corporate matters.
4
<PAGE>
Directors who are not 10% shareholders or employees of the Company
("Independent Directors") receive no compensation for serving on the Board.
However, each Independent Director not residing in Arizona received
reimbursement for travel-related expenses during fiscal year 1999, associated
with their attendance of the Company's Annual Meeting. Those Independent
Directors receiving compensation were Mr. Holt, Dr. Shapiro and Dr.
Forte-Pathroff (see Director Compensation Table below).
On May 12, 1999, each Independent Director (Mr. Holt, Dr. Shapiro, Dr.
Forte-Pathroff and Dr. Franey) was granted options to purchase 100,000 shares of
Common Stock of the Company at $0.15 per share, which option shall expire on May
12, 2009, with 50,000 options exercisable immediately and 50,000 options
exercisable after one year of service on the Board of Directors.
AUDIT COMMITTEE AND COMPENSATION COMMITTEE.
On August 29, 1996, the Board of Directors established an Audit Committee
and a Compensation Committee. The directors currently serving on these
committees, until their successors have been elected or appointed and qualified
are:
AUDIT COMMITTEE COMPENSATION COMMITTEE
--------------- ----------------------
Neil Reithinger Neil Reithinger
Karl H. Rullich Dr. Michael Shapiro
Glen Holt Glen Holt
The Audit Committee's duty is to recommend for approval by the Board of
Directors a firm of certified public accountants whose duty it is to audit the
financial statements of the Company for the fiscal year in which they are
appointed, monitor the effectiveness of the audit effort, and to evaluate the
Company's internal financial and accounting organization and controls and
financial reporting. The Audit Committee met on August 13, 1999 when the
Company's auditors presented and discussed the Audit Committee Report for the
year ended December 31, 1998. On June 2, 2000, the Board of Directors
recommended the ratification of the appointment of the accounting firm of King,
Weber & Associates, P.C. of Tempe, Arizona to audit the Company's financial
statements for the Company's fiscal year ended December 31, 1999 and appointed
King, Weber & Associates, P.C. as its auditors for the fiscal year ending
December 31, 2000.
The Compensation Committee's duties include administering grants under
stock option plans, reviewing and approving salaries and other matters relating
to compensation of the executive officers of the Company. On May 12, 1999, the
Board of Directors granted certain options to outside directors which are
described herein and adopted an amendment to increase the total number of shares
available under the Company's 1998 Non-Employee Director Stock Option Plan which
was approved by the shareholders at the Company's 1999 Annual Meeting of
Stockholders. On May 13, 1999, the Board of Directors acted by unanimous written
consent in lieu of a meeting to grant certain options to key employees which are
described herein and adopt amendments, which were approved by the shareholders
at the Company's 1999 Annual Meeting of Stockholders, to the Company's 1996
Incentive Stock Option Plan.
5
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of March 24, 2000, the number and
percentage of outstanding shares of Company Common Stock beneficially owned by
each person known by the Company to beneficially own more than 5% of such stock
by each Director and Named Executive Officer of the Company and by all directors
and executive officers of the Company as a group. The percentage of beneficial
ownership is based on 25,941,259 shares outstanding on March 24, 2000, plus, for
each person or group, any securities that person or group has a right to acquire
within sixty (60) days thereof, pursuant to options, warrants, conversions,
privileges or other rights. Unless otherwise indicated, the following persons or
groups have sole voting and investment power with respect to the number of
shares set forth opposite their names:
NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
------------------- -------------------- ----------------
Francis Choi (1)
Honk Kong, China 7,301,587 25.8%
Linda Lee (2)
Honk Kong, China 1,466,147 5.2%
Neil Reithinger (3) (10)
Scottsdale, Arizona 1,644,900 5.8%
Karl H. Rullich (5) (10)
Scottsdale, Arizona 955,000 3.4%
Glen Holt (6) (10)
Encino, California 437,500 1.5%
Dr. Michael Shapiro (7) (10)
Madison, Wisconsin 322,500 1.1%
Dr. Denise Forte-Pathroff (8) (10)
Bismark, North Dakota 170,500 (4)
Dr. David M. Franey (9) (10)
Scottsdale, Arizona 164,500 (4)
All Officers and Directors
as a Group (Six Persons) 3,694,900 13.1%
----------
(1) Mr. Choi is a citizen of Hong Kong, China. Mr. Choi holds 7,301,587 common
shares.
(2) Ms. Lee is a citizen of Hong Kong, China. Ms. Lee holds 1,466,147 common
shares.
(3) Mr. Reithinger is the Company's Chairman of the Board, President and Chief
Executive Officer. He holds 124,900 common shares, an option, granted
January 29, 1997, which expires January 29, 2007 to purchase 20,000 common
shares at $0.42 per share and an option, granted February 26, 1998, which
expires February 26, 2008 to purchase 100,000 common shares at $0.13 per
share and granted May 13, 1999, which expires May 13, 2009 to purchase
1,400,000 common shares at $0.15 per share with vesting schedules as set
6
<PAGE>
forth in "Item 12 - Certain Relationships and Related Transactions".
Members of Mr. Reithinger's immediate family hold approximately an
additional 325,000 common shares for which Mr. Reithinger disclaims all
beneficial interest and control.
(4) Less than one percent
(5) Mr. Rullich is Vice-President, Secretary and a Director of the Company. Mr.
Rullich beneficially owns 780,000 shares, 505,000 shares of which are owned
in joint tenancy with his wife, Florence Rullich. He also holds an option,
granted January 29, 1997, which expires January 29, 2007, to purchase
25,000 common shares at $0.42 per share and an option, granted May 13,
1999, which expires May 13, 2009 to purchase 150,000 common shares at $0.15
per share.
(6) Mr. Holt directly owns 125,000 common shares. He also beneficially owns
150,000 common shares held by his wife, Annette Funicello. He holds an
option, granted July 7, 1998, which expires July 7, 2008, to purchase
62,500 common shares at $0.06 per share and an option granted on May 12,
1999, which expires May 12, 2009 to purchase 100,000 common shares at $0.15
per share.
(7) Dr. Shapiro directly owns 160,000 common shares. He holds an option granted
July 7, 1998, which expires July 7, 2008, to purchase 62,500 common shares
at $0.06 per share and an option granted on May 12, 1999, which expires May
12, 2009 to purchase 100,000 common shares at $0.15 per share.
(8) Dr. Forte-Pathroff directly owns 8,000 common shares. She holds an option
granted July 7, 1998, which expires July 7, 2008, to purchase 62,500 common
shares at $0.06 per share and an option granted on May 12, 1999, which
expires May 12, 2009 to purchase 100,000 common shares at $0.15 per share.
(9) Dr. Franey directly owns 2,000 common shares. He holds an option granted
July 7, 1998, which expires July 7, 2008, to purchase 62,500 common shares
at $0.06 per share and an option granted May 12, 1999, which expires May
12, 2009, to purchase 100,000 common shares at $0.15 per share.
(10) Director
7
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Summary compensation information for Mr. Neil Reithinger, the Company's
Chief Executive Officer and President for the year ended December 31, 1999 (the
only "named executive officer" within the meaning of Regulation S-B, Item
402(a)(2) Instruction (1)), is as follows:
<TABLE>
<CAPTION>
OTHER ALL
NAME AND ANNUAL RESTRICTED SECURITIES OTHER
PRINCIPAL COMPEN- STOCK UNDERLYING LTIP COMPEN-
POSITION YEAR SALARY ($) BONUS($) SATION($) AWARDS($) OPTIONS/SARS(#) PAYOUTS($) SATION($)
-------- ---- ---------- -------- --------- --------- --------------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Neil Reithinger 99 15,000 -0- -0- -0- 2,500,000 -0- -0-
C.E.O. and 98 57,000 -0- -0- -0- 100,000 -0- -0-
President 97 -0- -0- -0- -0- -0- -0- -0-
</TABLE>
On May 13, 1999, the Board of Directors granted Neil Reithinger, the
Company's Chief Executive Officer, options to purchase 2,500,000 shares of
Common Stock at $0.15 per share which expire May 13, 2009. The stock options
granted to Mr. Reithinger under the Company's 1996 Incentive Stock Option Plan
options are tied to the performance of the Company through increased revenues
and to the performance of the Company's stock. The May 13, 1999 stock options
provide that 300,000 shares are exercisable immediately, 350,000 shares are
exercisable when revenues reach $3.0 million annually, 350,000 shares are
exercisable when the market price of the Company's Common Stock reaches $1.00,
400,000 shares exercisable when revenues reach $5.0 million annually, options to
purchase 500,000 shares are exercisable when Company revenues reach $10.0
million annually and 600,000 shares are exercisable when Company revenues reach
$15.0 million annually.
On May 13, 1999, the Board of Directors granted Karl Rullich options to
purchase 500,000 shares of Common Stock at $0.15 per share which expire May 13,
2009, with 150,000 shares exercisable immediately, 150,000 shares are
exercisable after one year of service and 200,000 shares are exercisable after
two years of service.
OPTION GRANTS TO NAMED EXECUTIVE OFFICERS IN 1999 FISCAL YEAR
The following table sets forth stock options granted to Named Executive
Officers in 1999:
<TABLE>
<CAPTION>
PERCENT OF TOTAL EXERCISE OR
NUMBER OF SECURITIES OPTIONS GRANTED TO BASE PRICE
NAME UNDERLYING OPTIONS GRANTED (#) EMPLOYEES IN 1999 ($/SH) EXPIRATION DATE
---- ------------------------------ ----------------- ------ ---------------
<S> <C> <C> <C> <C>
Neil Reithinger 2,500,000 (1) 67% $0.15 5/13/09
</TABLE>
----------
(1) See Executive Compensation, above, for a description of the stock options
granted to Mr. Reithinger on May 13, 1999.
Except as set forth above, no stock appreciation rights (SARs) or options
were granted during the 1999 fiscal year to any of the Named Executive Officers.
8
<PAGE>
DIRECTOR COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL NUMBER OF SECURITIES
RETAINER MEETING CONSULTING NUMBER OF UNDERLYING
NAME FEES ($) FEES ($) FEES/OTHER FEES ($) SHARES (#) OPTIONS/SARS (#)
---- -------- -------- ------------------- ---------- ----------------
<S> <C> <C> <C> <C> <C>
Neil Reithinger -0- -0- -0- -0- 2,500,000
Karl Rullich -0- -0- -0- -0- 500,000
Glen Holt -0- 1,000 -0- -0- 100,000
Dr. Michael Shapiro -0- 1,000 -0- -0- 100,000
Dr. Denise Forte-Pathroff -0- 1,000 -0- -0- 100,000
Dr. David Franey -0- -0- -0- -0- 100,000
</TABLE>
----------
(1) Each Independent Director not residing in Arizona (Mr. Holt, Dr. Shapiro
and Dr. Forte-Pathroff) each received reimbursement for travel related
expenses during fiscal year 1999 associated with their attendance at the
Company's Annual Meeting.
(2) The vesting of these options is set forth in more detail in Executive
Compensation and in Meetings and Compensation of the Board of Directors.
EMPLOYMENT CONTRACTS
There are currently no employment contracts, severance or change-in-control
agreements with any of the Named Executive Officers of the Company.
PROPOSAL NUMBER 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Company, on January 4, 1996, engaged King, Weber & Associates, P.C.
("King, Weber") of Tempe, Arizona as its principal accountant to audit the
Company's financial statements beginning with the Company's fiscal year ended
December 31, 1995. King, Weber audited the Company's financial statements for
the fiscal years ending December 31, 1995, 1996, 1997, 1998 and 1999 and the
Board of Directors has appointed King, Weber to audit the Company's financial
statements for the fiscal year ended December 31, 2000. It is not anticipated
that a representative of King, Weber will be present at the Annual Meeting of
Stockholders to respond to questions or to make a statement.
VOTE REQUIRED AND RECOMMENDATION
The affirmative vote of a majority of the shares of common stock
present or represented by proxy and voting at the Annual Meeting of Stockholders
is required for approval of this proposal. THE BOARD OF DIRECTORS RECOMMENDS
THAT THE STOCKHOLDERS VOTE FOR RATIFICATION OF THE BOARD OF DIRECTOR'S
APPOINTMENT OF KING, WEBER & ASSOCIATES, P.C. as the Company's independent
certified public accountants for the fiscal years ending December 31, 1999 and
2000.
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<PAGE>
STOCKHOLDER PROPOSALS FOR 2001
AND NOMINEES TO BOARD OF DIRECTORS
Proposals of stockholders intended to be presented at the Company's 2001
Annual Meeting of Stockholders must be received by the Company by no later than
September 15, 2000.
The Standing Nominating Committee of the Board of Directors will consider
nominees to the Board of Directors recommended by stockholders. To have a
nominee considered by the Standing Nominating Committee for the 2001 Annual
Meeting of the Company, stockholders must provide the Standing Nominating
Committee with the name of the nominee proposed by the Stockholder, together
with a resume of the proposed nominee setting forth the nominee's qualifications
to serve as a Director for the Company, on or before September 15, 2000.
OTHER MATTERS
The cost of soliciting proxies will be borne by the Company and will
consist primarily of printing, postage and handling, including the expenses of
brokerage houses, custodians, nominees, and fiduciaries in forwarding documents
to beneficial owners. Solicitations also may be made by the Company's officers,
directors, or employees, personally or by telephone.
Scottsdale, Arizona
August 1, 2000
BAYWOOD INTERNATIONAL, INC.
/s/ Neil Reithinger
Neil Reithinger
Chairman of the Board, Chief Executive
Officer and President
10
<PAGE>
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
BAYWOOD INTERNATIONAL, INC. ANNUAL MEETING TO BE HELD ON 09/15/00 FOR HOLDERS AS
OF 08/04/00
CUSIP: 073260101
THE UNDERSIGNED HEREBY APPOINTS NEIL T. REITHINGER AND KARL H. RULLICH AS
PROXIES, EACH WITH THE POWER TO APPOINT HIS OR HER SUBSTITUTE, AND HEREBY
AUTHORIZES THEM TO REPRESENT AND TO VOTE, AS DESIGNATED, ALL OF THE SHARES OF
COMMON STOCK OF BAYWOOD INTERNATIONAL, INC. HELD BY THE UNDERSIGNED ON AUGUST 4,
2000, AT THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 15, 2000 AT
10:00 A.M. AT THE DOUBLETREE PARADISE VALLEY RESORT, 5401 NORTH SCOTTSDALE ROAD,
SCOTTSDALE, ARIZONA OR ANY ADJOURNMENT THEREOF. IF NO INSTRUCTIONS ARE INDICATED
ON THE PROXY, THE PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR
DIRECTORS NAMED HEREIN AND IN FAVOR OF ALL PROPOSALS DESCRIBED HEREIN.
PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE: [X]
DIRECTORS DIRECTORS
--------- ---------
(MARK X FOR ONLY ONE BOX - IF NOT
SPECIFIED, WILL BE VOTED FOR ALL
NOMINEES)
1. DIRECTORS RECOMMEND: A VOTE FOR [ ] FOR ALL NOMINEES
ELECTION OF THE FOLLOWING DIRECTORS:
01-NEIL REITHINGER, 02-KARL RULLICH [ ] WITHHOLD ALL NOMINEES
03-GLEN HOLT, 04-DR. MICHAEL SHAPIRO
05-DR. DAVID FRANEY, 06-DR. DENISE FORTE-PATHROFF
[ ] WITHHOLD AUTHORITY TO
VOTE FOR ANY INDIVIDUAL
NOMINEE. WRITE NUMBER(S)
OF NOMINEE(S) BELOW.
USE NUMBER ONLY
--------------------
DIRECTORS
PROPOSAL(S) RECOMMENDED FOR AGAINST ABSTAIN
2. RATIFICATION OF KING, WEBER & FOR [ ] [ ] [ ]
ASSOCIATES, P.C. AS INDEPENDENT
AUDITORS AS DESCRIBED IN THE
PROXY STATEMENT.
3. AUTHORITY TO VOTE ON ANY FOR [ ] [ ] [ ]
BUSINESS THAT MAY PROPERLY
COME BEFORE THE MEETING.
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SIGNATURE(S) DATE
NOTE: PLEASE SIGN EXACTLY AS NAME APPEARS ON YOUR STOCK CERTIFICATE. JOINT
OWNERS SHOULD EACH SIGN. WHEN SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH.
