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 240.14a-12
THERMOGENESIS CORP.
(Name of Registrant as Specified in Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(1) and 0-11
1) Title of each class of securities to which transaction applies:
________________________________________________________
2) Aggregate number of securities to which transaction applies:
_________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and how it was determined):
_______________________________________________________
4) Proposed maximum aggregate value of transaction: _______________
5) Total Fee Paid: ____________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: ___________________
2) Form, Schedule, or Registration No. _________
3) Filing Party: _____________________________
4) Date Filed: ______________________________
<PAGE>
THERMOGENESIS CORP.
3146 Gold Camp Drive
Rancho Cordova, California 95670
(916) 858-5100
To the Stockholders of THERMOGENESIS CORP.:
You are invited to attend the Annual Meeting of Stockholders of
THERMOGENESIS CORP. ("Company") which will be held on May 29, 1997 at 10 a.m.,
local time, at the Radisson Inn at Lake Natoma, located at 702 Gold Lake Drive,
Folsom, California 95630.
The accompanying Notice of the Annual Meeting of the Stockholders and
Proxy Statement contain the matters to be considered and acted upon, and you
should read that material carefully.
The Proxy Statement contains important information concerning the
election of the Board of Directors, an amendment to the Company's Amended 1994
Stock Option Plan, and such other matters as may properly come before the
meeting, including adjournment of the meeting. I urge you to give these
matters your close attention since they are of great significance to the
Company and its Stockholders.
We hope you will be able to attend the meeting, but, if you cannot do so,
it is important that your shares be represented. Accordingly, we urge you to
mark, sign, date and return the enclosed proxy promptly. You may, of course,
withdraw your proxy if you attend the meeting and choose to vote in person.
Sincerely,
Philip H. Coelho
President and Chief Executive Officer
May 5, 1997
<PAGE>
THERMOGENESIS CORP.
3146 Gold Camp Drive
Rancho Cordova, CA 95670
(916) 858-5100
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 29, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of THERMOGENESIS
CORP., a Delaware corporation ("Company"), will be held on May 29, 1997 at 10
a.m. (PSDT), at the Radisson Inn at Lake Natoma, located at 702 Gold Lake
Drive, Folsom, California 95630, for the following purposes, all of which are
more completely discussed in the accompanying Proxy Statement:
1. To elect five (5) directors to serve one year terms or until their
successors have been elected and qualified;
2. To adopt an amendment to the Company's 1994 Stock Option Plan to
increase the number of shares underlying that plan; and
3. To transact such other business as may properly come before the
meeting or any adjournments of the meeting.
Only Stockholders of record at the close of business on May 2, 1997 are
entitled to notice of, and to vote at, the Annual Meeting of Stockholders.
BY ORDER OF THE BOARD OF DIRECTORS
Charles de B. Griffiths
Secretary
May 5, 1997
YOU ARE CORDIALLY INVITED TO ATTEND THERMOGENESIS CORP.'S ANNUAL MEETING OF
STOCKHOLDERS. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE
NUMBER YOU OWN. EVEN IF YOU PLAN TO BE PRESENT AT THE ANNUAL MEETING YOU ARE
URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE
ENVELOPE PROVIDED. IF YOU ATTEND THIS MEETING, YOU MAY VOTE EITHER IN PERSON
OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING OR IN PERSON AT
ANY TIME PRIOR TO THE EXERCISE THEREOF.
<PAGE>
PROXY STATEMENT
OF
THERMOGENESIS CORP.
3146 GOLD CAMP DRIVE
RANCHO CORDOVA, CA 95670
(916) 858-5100
INFORMATION CONCERNING THE SOLICITATION OF PROXIES
This Proxy Statement is furnished to the Stockholders of THERMOGENESIS CORP.
("Company") in connection with the solicitation of proxies on behalf of the
Company's Board of Directors for use at the Company's Annual Meeting of
Stockholders (the "Meeting") to be held on May 29, 1997 at 10 a.m. (PDST), at
the Radisson Inn at Lake Natoma, located at 702 Gold Lake Drive, Folsom,
California 95630, and at any and all adjournments thereof. A copy of the
Company's Annual Report for the year ended June 30, 1996 accompanies this Proxy
Statement. Only Stockholders of record on May 2, 1997 will be entitled to
notice of, and to vote at, the Meeting.
The proxy solicited hereby, if properly signed and returned to the Company and
not revoked prior to its use, will be voted at the Meeting in accordance with
its instructions. If no contrary instructions are given, each proxy received
will be voted "FOR" the nominees for the Board of Directors and "FOR" the
approval of proposal 2, and at the proxy holders' discretion, on such other
matters, if any, which may properly come before the Meeting (including any
proposal to adjourn the Meeting). Any Stockholder giving a proxy has the power
to revoke it at any time before it is exercised by (i) filing with the Company
written notice of its revocation addressed to Secretary, THERMOGENESIS CORP.,
3146 Gold Camp Drive, Ranch Cordova, California 95670, or (ii) submitting a
duly executed proxy bearing a later date, or (iii) appearing at the Meeting and
giving the Secretary notice of his or her intention to vote in person prior to
submission of any matter to vote.
The Company will bear the entire cost of preparing, assembling, printing and
mailing proxy materials furnished by the Board of Directors to Stockholders.
Copies of proxy materials will be furnished to brokerage houses, fiduciaries
and custodians to be forwarded to beneficial owners of the Company's common
stock. In addition to the solicitation of proxies by use of the mail, some of
the officers, directors, employees and agents of the Company may, without
additional compensation, solicit proxies by telephone or personal interview,
the cost of which the Company will also bear.
This Proxy Statement and form of proxy were first mailed to Stockholders on or
about May 5, 1997.
RECORD DATE AND VOTING RIGHTS
The Company is authorized to issue up to 50,000,000 shares of common stock, par
value $0.001, and 2,000,000 shares of preferred stock, par value $0.001. As of
May 1, 1997, there were 15,834,005 shares of common stock issued and
outstanding. No shares of preferred stock are outstanding. Each share of
common stock shall be entitled to one vote on all matters submitted for
Stockholder approval, including the election of directors. The record date for
determination of Stockholders entitled to notice of and to vote at the Meeting
is May 2, 1997. The Company's Certificate of Incorporation does not provide
for cumulative voting. Under Delaware law, abstentions and broker non-votes
will be counted for purposes of determining quorum to open the meeting, but
will not be counted for or against any proposal submitted.
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<PAGE> 2
PROPOSAL ONE: ELECTION OF DIRECTORS
The Company's Amended and Restated By-laws ("By-laws") currently provide for
the annual election of all directors. The authorized number of directors of the
Company is stipulated in Article III, Section 2 of the Company's Bylaws as not
less than three (3) nor more than seven (7). The Board of Directors has fixed
the number of directors to be elected at the annual meeting at five (5),
pursuant to the authority vested in them by the Bylaws.
In the event that any of the nominees should unexpectedly decline or be
unavailable to act as a director, the enclosed proxy may be voted for a
substitute nominee to be designated by the Board of Directors. The Board of
Directors has no reason to believe that any nominee will become unavailable and
has no present intention to nominate any person in addition to, or in lieu of,
those named below.
NOMINEES FOR DIRECTOR
The following table sets forth the persons nominated by the Board of Directors
for election as directors and certain information with respect to those
persons.
NOMINEE AGE DIRECTOR COMMON STOCK PERCENT
SINCE OWNERSHIP{(1)} OWNERSHIP
Philip H. Coelho 53 1986 584,500{(2)} 3.69%
President & Chief
Executive Officer
Charles de B.Griffiths 47 1989 507,500{(3)} 3.2%
V.P. Marketing & Sales,
Corporate Secretary
Walter J. Ludt, III 53 1996 200,000{(4)} 1.26%
Chief Operating Officer
Patrick McEnany 49 N/A -0- -0%-
Hubert Huckel, M.D. 65 N/A 7,000 *
Officers and Directors
as a group (7) 1,292,000 8.79%
Footnotes to Table
* Less than 1%.
{(1)} For computation purposes, the ownership includes only options
exercisable, as adjusted for the June 14, 1996 one-for-two stock
consolidation, on or before June 30, 1997. The total outstanding includes
shares assumed exercised for percentage ownership computation.
{(2)} Includes rights to purchase 175,000 common shares at $2.32 per share and
200,000 common shares at $2.125 per share pursuant to stock options
granted December 31, 1993, and October 23, 1995, respectively, and
50,000 common shares granted on May 29, 1996 and repriced on April 2,
1997 at $2.3125 per share.
{(3)} Includes rights to purchase 125,000 common shares at $2.32 per share and
100,000 common shares at $2.125 per share pursuant to stock options
granted December 31, 1993 and October 23, 1995, respectively. Also
includes 257,500 common shares held by the Beaufort Trust for the benefit
of Mr. Griffiths. Although he is the beneficiary of the trust, Mr.
Griffiths has no voting or dispositive power over the 257,500 shares held
in trust.
{(4)} Includes rights to purchase 100,000 common shares at $2.125 per share
pursuant to stock options granted in October 1995, and rights to purchase
50,000 shares granted on May 29, 1996 and repriced on April 2, 1997 at
$2.3125 per share, and rights to purchase 50,000 common shares at $3.00
per share pursuant to stock options granted pursuant to employment in
1995.
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<PAGE> 3
BACKGROUND OF NOMINEES.
The following is the business background for officers and directors of the
Company:
PHILIP H. COELHO was named President of the Company on September 1989. From
October 1986 to September 1989, Mr. Coelho was Vice President and Director of
Research, Development and Manufacturing. Mr. Coelho was President of
Castleton, Inc. from October 1983 until October 1986. Castleton developed and
previously licensed the Insta Cool Technology to the Company. Mr. Coelho has a
Bachelor of Science degree in Mechanical Engineering from the University of
California, Davis, and is the inventor or co-inventor on all of the Company's
patents.
CHARLES DE B. GRIFFITHS was elected to the Board of Directors in December 1989
and became Director of International Sales in January 1990. He is a Chartered
Accountant and holds a degree in Economics from the University of Manchester,
U.K. From January 1980 until December 1987 he was the Managing Director of a
number of successful overseas manufacturing subsidiaries of the Cloride Group,
including a $25,000,000 joint venture with the government of Egypt which he
steered to profitability in its first year of operation. In his last
appointment with Cloride he was in charge of the Scandinavian manufacturing
operations based in Denmark and was concurrently responsible for all European
automotive marketing activities. Mr. Griffiths is an internationally oriented
businessman with appropriate experience in industrial marketing and
manufacturing enhanced by studies at Harvard and Cranfield Business Schools.
He conducted a consulting practice in the United Kingdom from January 1988
until December 1989.
WALTER J. LUDT, III rejoined the Company as its Chief Operating Officer and
Vice President in February 1995. From March 1994 until February 1995, Mr. Ludt
was a consultant (acting Chief Financial Officer) to the Omohundro Company, a
manufacturer of state of the art carbon fiber spars for sail boats, where he
was instrumental in raising $5,000,000 in capital and restructuring $2,500,000
in bank debt. From June 1992 to February 1994, Mr. Ludt was Vice President and
Chief Financial Officer of Protel Technology, a developer and marketer of
sophisticated EDA software. Prior to June 1992, Mr. Ludt was a Director, Chief
Financial Officer, and Secretary of the Company. Mr. Ludt holds a Bachelor of
Science Degree in Business/Accounting from California State University at Long
Beach.
PATRICK MCENANY has been the President of Royce Laboratories since June 1991
and its Chairman since February 1994. Mr. McEnany was the President, Chief
Executive Officer and Chief Financial Officer of Zenex Synthetic Lubricants,
Inc. ("Zenex"), a company engaged in the distribution of synthetic lubricants
from 1973 until 1985. In February 1985, Zenex merged with Home Intensive Care,
Inc. ("HIC"), a provider of home infusion therapy services and Mr. McEnany
continued to serve as a director and chairman of the audit committee of the
combined entity. In July 1993, HIC was acquired by W.R. Grace & Co. From
December 1984 through 1991, Mr. McEnany also served as the President of
Equisource Capital, Inc., a consulting company in the areas of corporate
finance and investment banking. He currently serves as Vice Chairman and
director of the National Association of Pharmaceutical Manufacturers. Mr.
McEnany was a director of the Company in 1991.
HUBERT E. HUCKEL, M.D. was the President of the Life Sciences Group and a
member of the Executive Committee at Hoechst Celanese Corporation ("Hoechst")
until his retirement in 1992. Dr. Huckel joined Hoechst AG, in Frankfurt,
Germany in 1964 and transferred to Hoechst's U.S. subsidiary in 1966.
Currently, Dr. Huckel serves as a member of the Board of Directors for Sano
Corporation and Titan Pharmaceuticals. Dr. Huckel received his medical degree
in from the University of Vienna, Austria in 1956.
VOTE REQUIRED
A plurality of votes of the shares of common stock present or represented and
voting at the meeting is required to elect the nominees submitted.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING FOR ALL NOMINEES FOR THE
BOARD OF DIRECTORS
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<PAGE> 4
PROPOSAL TWO: APPROVAL OF AMENDED STOCK OPTION PLAN
The Company's Amended 1994 Stock Option Plan ("Plan") currently provides for
the granting of options representing the right to acquire up to 1,000,000
shares of common stock. On April 2, 1997, and subject to Stockholder approval,
the Board of Directors approved an amendment to the Stock Option Plan to
increase the number of shares of common stock issuable upon exercise of options
granted under the Plan by an additional 450,000 shares in order to assure that
the Plan will continue to have sufficient shares to serve as a vehicle to
attract and retain the services of key employees and to help such key employees
realize a direct proprietary interest in the Company. The amendment is set
forth in Exhibit A attached to this Proxy Statement. The other terms of the
Plan remain unchanged.
During the fiscal year ended June 30, 1996, options under the Plan representing
the right to acquire a total of 377,000 shares of the Company's common stock
had been granted to officers, directors, and employees of the Company. In
addition, from July 1, 1996 to the present, the Compensation Committee of the
Board of Directors granted 231,250 options to officers, directors and
employees. The grant price of options issued during the fiscal year and those
issued up to the present ranged from $1.64 to $3.75.
DESCRIPTION OF THE PLAN.
The following is a summary of the principal provisions of the Plan in effect
prior to the amendment described in this Proposal Two. Other than the increase
in the number of shares of common stock underlying the Plan, no other changes
to the provisions described will be made. This summary is not intended to be a
complete description of all the terms and provisions of the Plan. Any
Stockholder of the Company may obtain a complete copy of the Plan upon written
request to the Secretary of the Company at its principal office in Rancho
Cordova, California.
ADMINISTRATION. The Plan is administered by the Compensation Committee
consisting of two or more disinterested Bottee"). The Committee is responsible
for the operation of the Plan and, subject to the terms thereof, makes all
determinations regarding (i) participation in the Plan by employees of the
Company or subsidiaries and (ii) the nature and extent of such participation.
The interpretation and construction of any provisions of the Plan by the
Committee shall be final. The Board may at any time remove a Committee member
and appoint a successor, provided the successor is a disinterested Board
member.
The Plan, as amended by the Board of Directors in 1997, provides that Committee
members receive options to purchase 4,000 shares of common stock under the Plan
provided that the Committee member serves as such for the entire year.
Committee members shall not otherwise be entitled to participate in the Plan.
Options shall be granted to Committee members for each year provided that the
Committee member has served as such for the entire year and shall have a term
of five years and an exercise price equal to the closing price of the Company's
common stock as of the last business day of the calendar year. The options
granted to Committee members shall be subject to similar forfeiture provisions
and other restrictions as other participants under the Plan.
Other than the ability to receive options, Committee members shall serve
without compensation, unless otherwise determined by the Board, provided that
the Company shall pay the expenses of such members incurred in the
administration of the Plan, subject to approval of the Board.
ELIGIBILITY. The Plan provides for the grant of options to officers, directors
and employees of the Company (herein "participants"). The Committee determines
which participants are to be granted options under the Plan. The options under
the Plan which have not been granted may be granted to the participants except
that Committee members may only receive options granted to them as Committee
members.
TERMS OF OPTIONS. Each option will be evidenced by a st Company and the
participants to whom such option may be granted. Options granted to persons
other than Committee members under the Plan shall have a term of up to 10
years, as determined by the Committee, and shall be subject to the following
additional terms and conditions:
EXERCISE OF OPTIONS. Options shall become exercisable during a period or
during such periods as the Committee shall determine and may be specifically
4
<PAGE 5>
conditioned upon achieving specified performance goals. An option may be
exercised by giving written notice of exercise to the Company, specifying the
number of full shares of common stock to be purchased and tendering payment to
the Company of the purchase price. The Committee may, in its discretion, allow
a participant to pay the option price over such period of time as the Committee
shall, from time to time, designate, provided that the participant shall
execute a promissory note evidencing the debt on such terms and conditions as
is determined by the Committee. Interest at prime rate shall be paid on any
such promissory note and payment of the note in full must occur at the time of
the sale of the underlying stock.
OPTION EXERCISE PRICE. The option price will be determined by the Committee
and shall be the fair market value of the Company's common stock on the date of
grant, based upon the closing price of the common stock on that date.
EMPLOYMENT AGREEMENT. The Committee may include in an option agreement a
condition that the participant shall agree to remain in the employ of the
Company for a specified period of time following the date of grant.
TERMINATION OF STATUS AS AN EMPLOYEE OR DIRECTOR. If the participant ceases to
serve as an employee, officer or director of the Company, the options held by
the optionee may be exercised within 90 days after the date he ceases to be an
employee, officer or director as to all or part of the shares that the optionee
was entitled to exercise at the date of such termination an-day period all
unexercised options shall terminate. Notwithstanding the foregoing, in no
event may an option be exercised after its term has expired.
DEATH. If an optionee should die while serving as an employee, officer or
director of the Company, the options held by the participant may be exercised
by the participant's estate at any time within six months after the death and
shall terminate thereafter. If a participant should die within one month after
ceasing to serve as an employee, officer or director of the Company, the
options may be exercised within six months after the death to the extent the
option was exercisable on the date of such death. Notwithstanding the
foregoing, in no event may an option be exercised after its term has expired.
SUSPENSION OR TERMINATION OF OPTIONS. No option shall be exercisable by any
person after its expiration date. If the Committee reasonably believes that a
participant has committed an act of misconduct, the Committee may suspend the
participant's right to exercise any option pending a final determination by the
Committee. If the Committee determines a participant has committed an act of
embezzlement, fraud, dishonesty, nonpayment of an obligation owed to the
Company, breach of fiduciary duty or deliberate disregard of the Company's
rules resulting in loss, damage or injury to the Company, or if a participant
makes an unauthorized disclosure of any Company trade secret or confidential
information, engages in any conduct constituting unfair competition, induces
any Company customer to breach a contract with the Company, or induces any
principal for whom the Company acts as an agent to terminate such agency
relationship, neither the participant nor his or her estate shall be entitled
to exercise any option whatsoever. In making such determination, the Committee
shall act fairly and in good faith and shall give the participant an
opportunity to appear and present evidence on the participant's behalf at a
hearing before the Come Committee shall be final and conclusive unless
overruled by the Board of Directors.
NONTRANSFERABILITY OF OPTIONS. An option is nontransferable, other than by
will or the laws of descent and distribution, and is exercisable only by the
participant during his or her lifetime or, in the event of death, by the
executors, administrators, legatees or heirs of his or her estate during the
time period provided above.
HOLDING REQUIREMENTS. To the extent required by Rule 16b-3, as promulgated
under Section 16(b) of the Securities Exchange Act of 1934, as amended, all
participants who are officers or directors of the Company shall not be entitled
to transfer any shares of common stock received upon the exercise of the
options granted under the Plan for a period of six months from the date that
such options were granted.
OTHER PROVISIONS. The option agreement may contain such other terms,
provisions and conditions not inconsistent with the Plan as may be determined
by the Committee.
ADJUSTMENT UPON CHANGES IN CAPITALIZATION. In the event any change, such as a
stock split, is made in the Company's capitalization which results in an
exchange of common stock for a greater or lesser number of shares, an
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<PAGE> 6
appropriate adjustment shall be made in the option price and in the number of
shares subject to the option. In the event of the proposed dissolution or
liquidation of the Company, all outstanding options shall automatically
terminate, provided that the participant shall have the right, immediately
prior to the dissolution or liquidation, to exercise his or her options. In
the event of the sale of all or substantially all of the Company's assets or
the merger of the Company with or into another corporation, (i) if the Company
is the surviving corporation following a merger or consolidation each option
shall, upon exercise, entitle the holder to the issuance of securities to which
a holder of the number of shares of common stock subject to the option would be
entitled after the merger or consolidation, or (ii) all options shall otherwise
terminate, provided that the participant shall have the right, immediately
prior to the merger, consolidation, dissolution or liquidation to exercise his
or her options.
AMENDMENT AND TERMINATION. The Board of Directors may amend the Plan at any
time or from time to time or may terminate it without approval of the
Stockholders; provided, however, that Stockholder approval is required for any
amendmenor which options may be granted, changes the designation of the class
of persons eligible to be granted options, or materially increases the benefits
which may accrue to participants under the Plan. Notwithstanding the
foregoing, no action by the Board of Directors or Stockholders may alter or
impair any option previously granted under the Plan without the consent of the
participant.
VOTE REQUIRED
The affirmative vote of the majority of shares present or represented and
voting at the Meeting is required to approve Proposal Two.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF AN
AMENDMENT TO THE 1994 STOCK OPTION PLAN TO INCREASE THE NUMBER OF SHARES OF
COMMON STOCK ISSUABLE UNDER THE PLAN BY 450,000 TO 1,450,000 TOTAL SHARES.
EXECUTIVE COMPENSATION OF MANAGEMENT, OWNERSHIP OF CERTAIN
STOCKHOLDERS, AND CERTAIN RELATED TRANSACTIONS
The following table sets forth certain information with respect to executive
officers of the Company.
NAME POSITIONS WITH THE COMPANY AGE OFFICE HELD SINCE
Philip H. Coelho President, and Chief Executive
Officer 53 1989{(1)}
Charles de B.
Griffiths V.P. Marketing, Secretary and
Director 47 1990
Walter J. Ludt, III C.O.O., V.P., and C.F.O. 53 1995{(2)}
David C. Adams V.P. Business Development
and General Counsel 39 1996
Michael Zmuda, PhD,
RAC V.P. Regulatory Affairs
and Quality Systems 59 1997
Roger Kane Director of Research and
Development 49 1996
Liddel Kam Director of Quality Control
& Documentation 46 1996
NOTES TO TABLE
{(1)} Prior to becoming President, Mr. Coelho served as Vice President and
Director of Research, Development and Manufacturing from October 1986 to
September 1989.
{(2)} Mr. Ludt previously served as Chief Financial Officer, Secretary and
Treasurer for the Company from June 1992 to February 1994.
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<PAGE> 7
Executive officers are elected annually by the Board of Directors and serve at
the pleasure of the Board. Messrs. Coelho, Ludt, Griffiths and Adams have
entered into employment agreements with the Company which expire in 1999.
There is no family relationship between any of the officers and directors. None
of the officers or directors have been involved in a legal proceeding within
the past five years which is material to an evaluation of his ability or
integrity. Mr. Coelho is a member of the Board of Directors of Patient
Education Media, Inc. Mr. McEnany is currently a member of the Royce
Laboratories Board of Directors. Dr. Huckel is a member of the Sano Corporation
and Titan Pharmaceuticals, Inc. Board of Directors.
The biographies of Messrs. Coelho, Griffiths and Ludt can be found on page 3.
Mr. Adams joined the Company at the end of November 1996 as General Counsel,
and filled the newly created position of Vice President of Business
Development. Prior to joining the Company, Mr. Adams was in private practice
representing public and private corporations in the areas of intellectual
property, corporate finance, mergers and acquisitions, and regulatory matters.
Mr. Adams received his Bachelor of Arts Degree in Psychology, with High
Distinction, from the University of Colorado, Colorado Springs in 1984, and his
Juris Doctorate, with Distinction, from the University of the Pacific, McGeorge
School of Law in 1988.
Dr. Zmuda joined the Company in February 1997 as V.P. of Regulatory Affairs and
Quality Systems. After serving as Assistant Professor of Pharmacology at
Southern Illinois University School of Medicine for five years, Dr. Zmuda
worked at Baxter-Travenol Laboratories, CD Medical, Inc., and American
Sterilizer Company ("AMSCO"). Prior to joining the Company, Dr. Zmuda held the
position of Director of Regulatory Affairs at AMSCO from 1989 through 1996 when
AMSCO merged with Steris Corporation. Dr. Zmuda received his Bachelor of Arts
Degree in Psychology in 1969, and his Physical Doctorate in Pharmacology in
1975, both from the University of Minnesota.
Prior to joining the Company in December 1996, Mr. Kane worked as the Director
of Product Development and Manufacturing for Integrated Surgical Systems, a
position he had held since 1994. From 1993 through 1994, Mr. Kane was a private
Consultant to a start-up business that had designed a proprietary anesthesia
delivery system, and from 1986 through 1993, Mr. Kane served as V.P. of
Engineering for Bear Medical Systems in Southern California. Mr. Kane received
his Bachelor of Science Degree in Electrical Engineering from Ohio State
University in 1970 and his Masters Degree in Business Administration from the
University of Wisconsin in 1984.
Prior to joining the Company, Mr. Kam served as the Director of Quality
Assurance and Regulatory Compliance for Hayes Medical, Inc. For the six year
period prior to that, Mr. Kam served as the Regulatory Compliance Specialist
for Intermedics Orthopedics, Inc., and as the manager of Quality Assurance and
Regulatory Affairs for MicroAire Surgical Instruments, Inc. Before that, Mr.
Kam performed routine and special investigations of medical device
manufacturers for the United States Food and Drug Administration's Los Angeles
and San Francisco District Offices from 1977 through 1990. Mr. Kam received
his Bachelor of Science Degree in Physiology in 1972 and his Master's of
Science Degree in Physiology in 1975, both from the University of California,
Davis.
BOARD MEETINGS
During the fiscal year ended June 30, 1996, the Board took action 7 times, by
meeting or consent. All directors were either present at the meeting or
consented in writing to the action. The Compensation Committee conducted 3
meetings during the fiscal year ended June 30, 1996, all members were present.
BOARD COMMITTEES
The Company currently has a Compensation Committee and an Audit Committee.
At fiscal year end, the Audit Committee consisted of Charles de B. Griffiths,
Noel K. Atkinson and Sid V. Engler. The Audit Committee coordinates and
oversees the Company audit performed by outside auditors.
The Compensation Committee consisted of two non-employee directors, Noel K.
Atkinson and Sid V. Engler. The Compensation Committee reviews and approves the
executive compensation policies and determines employee option grants. The
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following report submitted by the Compensation Committee describes the
compensation policies and rationales applicable to the Company's executive
officers with respect to the compensation paid to such executive officers for
the fiscal year ended June 30, 1996.
COMPENSATION COMMITTEE REPORT
Compensation Philosophy
The Company's philosophy in determining its compensation policies for
executives revolves around the desire to maximize shareholder value over time.
Therefore, the primary goal of the Company's executive compensation policy is
to closely align the interests of the shareholders with the interests of the
executive officers. In order to achieve this goal, the Company attempts to (i)
offer compensation opportunities that attract and retain executives whose
abilities and skills are critical to the long-term success of the Company and
reward them for their efforts in ensuring the success of the Company and (ii)
encourage executives to manage from the perspective of owners with an equity
stake in the Company. The Company currently uses three integrated components -
Base Salary, Incentive Compensation and Stock Options - to achieve these goals.
Base Salary
The Base Salary component of total compensation is designed to compensate
executives competitively within the industry and the marketplace. The Committee
reviewed and approved new employment agreements for Messrs. Coelho, Griffiths,
and Ludt and approved a similar employment agreement in December of 1996 for
Mr. Adams. Base Salaries were established by the Committee based upon
Committee compensation data, the executive's job responsibilities, level of
experience, individual performance and contribution to the business. Executive
officer salaries have been targeted at slightly below average rates paid by
competitors and other public companies in the area. In order to evaluate the
Company's competitive posture in the industry, the Committee reviewed and
analyzed the compensation packages, including base salary levels, offered by
other public companies in the Sacramento area and Northern California
generally. The competitive information was obtained from proxy statements
prepared by those companies. In making base salary decisions, the Committee
exercised its discretion and judgment based upon the above-mentioned factors
and did not apply a specific formula to determine the weight of any one factor.
Incentive Bonuses
The Incentive Bonus component of executive compensation is designed to reflect
the Committee's belief that a portion of the compensation of each executive
officer should be contingent upon the performance of the Company, as well as
the individual contribution of each executive officer. The Incentive Bonus is
intended to motivate and reward executive officers by allowing the executive
officers to directly benefit from the success of the Company. Messrs. Coelho,
Ludt and Griffiths are entitled to receive up to one half of one percent of the
Company's net profits, provided however, that such incentive compensation does
not exceed ten percent of the executive officer's annual Base Salary, i.e., no
more than $12,000 - $15,000.
Long Term Incentives
The Committee provides the Company's executive officers with long-term
incentive compensation in the form of stock option grants under the Company's
Amended 1994 Stock Option Plan. The Committee believes that stock options
provide the Company's executive officers with the opportunity to purchase and
maintain an equity interest in the Company and to share in the appreciation of
the value of the Company's Common Stock. The Committee believes that stock
options directly motivate an executive to maximize long-term shareholder value.
All options granted to executive officers to date have been granted at the fair
market value of the Company's Common Stock on the date of grant, except for the
8
<PAGE> 9
repricing of options granted to Messrs. Coelho and Ludt on May 29, 1996 which
were repriced on April 2, 1997. The Committee considers each option
subjectively, considering factors such as the individual performance of the
executive officer and the anticipated contribution of the executive officer to
the attainment of the Company's long-term strategic performance goals. Stock
Options granted in prior years are also taken into consideration.
Respectfully Submitted,
THERMOGENESIS CORP. COMPENSATION COMMITTEE
Noel K. Atkinson
Sid V. Engler
EXECUTIVE COMPENSATION
The following table sets forth the aggregate cash compensation paid in the past
three years for all services of Executive Officers of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
OTHER ANNUAL
NAME AND PRINCIPAL COMP. RESTRICTED STOCK OPTIONS GRANTED
POSITION YEAR SALARY BONUS AWARD(S)
<C> <C> <C> <C> <C> <C>
Philip H. Coelho, 1994 $ 106,795 $ 0 $ 15,000{(1)} $ 0 -0-
President and Chief 1995 $ 110,000 $ 0 $ 27,296{(2)} $ 0 -0-
Executive Officer 1996 $ 110,000 $ 0 $ 27,263{(3)} $ 0 250,000{(4)}
Charles de B. 1994 $ 80,000 $ 0 $ 12,000{(5)} $ 0 -0-
Griffiths, V.P. 1995 $ 80,000 $ 0 $ 12,000{(6)} $ 0 -0-
Marketing and 1996 $ 100,000 $ 0 $ 19,740{(7)} $ 0 100,000{(8)}
Corporate Secretary
Walter J. Ludt, III, 1994{(9)} N/A N/A N/A N/A N/A
Chief Operating Officer, 1995 $ 80,000 $ 0 $ 7,200{(10)} $ 0 -0-
Chief Financial Officer 1996 $ 100,000 $ 0 $ 14,253{(11)} $ 0 200,000{(12)}
</TABLE>
{(1)} Represents payments of $7,200 annual automobile allowance and $7,800 in
accrued vacation pay.
{(2)} Represents payments of $7,200 annual automobile allowance and $20,096 in
accrued vacation pay.
{(3) }Represents payments of $7,200 annual automobile allowance and $20,096 in
accrued vacation pay.
{(4) }Includes 200,000 options, and 50,000 stock options granted on May 29,
1996, repriced on April 2, 1997 at $2.312 per share.
{(5) }Represents payments of $12,000 annual automobile allowance.
{(6) }Represents payments of $12,000 annual automobile allowance.
{(7) }Represents payments of $9,600 annual automobile allowance and $12,512 in
accrued vacation pay.
{(8) }Includes replacement option of 100,000.
{(9) }Mr. Ludt was not employed as an officer of the Company in 1994.
{(10) }Represents payments of $7,200 annual automobile allowance.
{(11) }Represents payments of $8,100 annual automobile allowance and $6,153 in
accrued vacation pay.
{(12) }Includes 100,000 options, and 50,000 stock options granted on May 29,
1996, repriced on April 2, 1997 to $2.3125 per share.
______________________
9
<PAGE> 10
EMPLOYMENT AGREEMENT
In June 1996, the Company and Mr. Coelho entered into a new employment
agreement whereby Mr. Coelho agreed to serve as President and Chief Executive
Officer of the Company and receive compensation equal to $160,000 per year and
a $800 per month automobile allowance, subject to annual increases as may be
determined by the Board of Directors. The employment agreement may be
terminated by Mr. Coelho or by the Company with or without cause. In the event
Mr. Coelho is terminated by the Company without cause, Mr. Coelho will be
entitled to receive severance pay equal to the greater of six months of his
annual salary or the remaining term of the agreement. In addition, the
employment agreement provides that in the event Mr. Coelho is terminated other
than "for cause" upon a change of control, Mr. Coelho shall be paid an amount
equal to three times his annual salary. The phrase "change of control" is
defined to include (i) the issuance of 33% or more of the outstanding
securities to any individual, firm, partnership, or entity, (ii) the issuance
of 33% or more of the outstanding securities in connection with a merger, or
(iii) the acquisition of the Company in a merger or other business combination.
The employment agreement expires by its terms in June 1999.
In June 1996, the Company and Charles de B. Griffiths entered into a new
employment agreement whereby Mr. Griffiths agreed to serve as Vice-President of
Marketing and Sales of the Company and receive compensation equal to $120,000
per year and a $750 per month car allowance, subject to annual increases as may
be determined by the Board of Directors. The employment agreement may be
terminated by Mr. Griffiths or by the Company with or without cause. In the
event Mr. Griffiths is terminated by the Company without cause, Mr. Griffiths
will be entitled to receive severance pay equal to the greater of six months of
his annual salary, or the remaining term of the agreement. In addition, the
employment agreement provides that in the event Mr. Griffiths is terminated
following a change of control, Mr. Griffiths shall be paid an amount equal to
three times his annual salary. The phrase "change of control" is defined to
include (i) the issuance of 33% or more of the outstanding securities to any
individual, firm, partnership, or entity, (ii) the issuance of 33% or more of
the outstanding securities in connection with a merger, or (iii) the
acquisition of the Company in a merger or other business combination. The
employment agreement expires by its terms in June 1999.
In June 1996, the Company and Walter J. Ludt, III entered into an employment
agreement whereby Mr. Ludt agreed to serve as Chief Operating Officer and Chief
Financial Officer of the Company and receive compensation equal to $120,000 per
year and a $750 per month car allowance, subject to annual increases as may be
determined by the Board of Directors. The employment agreement may be
terminated by Mr. Ludt or by the Company with or without cause. In the event
Mr. Ludt is terminated by the Company without cause, he will be entitled to
receive severance pay equal to the greater of six months of his annual salary,
or the remaining term of the agreement. In addition, the employment agreement
provides that in the event Mr. Ludt is terminated following a change of
control, he shall be paid an amount equal to three times his annual salary. The
phrase "change of control" is defined he issuance of 33% or more of the
outstanding securities to any individual, firm, partnership, or entity, (ii)
the issuance of 33% or more of the outstanding securities in connection with a
merger, or (iii) the acquisition of the Company in a merger or other business
combination. The employment agreement expires by its terms in June 1999.
In December 1996, the Company and Mr. Adams entered into an employment
agreement whereby Mr. Adams agreed to serve as Vice President of Business
Development and General Counsel of the Company and receive compensation equal
to $110,000 per year and a $650 per month automobile allowance, subject to
annual increases as may be determined by the Board of Directors. The
employment agreement may be terminated by mutual consent of the Company and Mr.
Adams or by the Company with or without cause. In the event Mr. Adams is
terminated by the Company without cause, Mr. Adams will be entitled to receive
severance pay equal to the greater of six months of his annual salary,
excluding any amounts for benefits or automobile allowance or an amount equal
to the then current per month Base Salary multiplied by the number of calendar
months remaining in the Agreement. In addition, the employment agreement
provides that in the event Mr. Adams is terminated other than "for cause" upon
a change of control, Mr. Adams will be paid an amount equal to three times his
annual salary. The phrase "change of control" is defined to include (i) the
issuance of 33% or more of the outstanding securities to any individual, firm,
partnership, or entity, (ii) the issuance of 33% or more of the outstanding
10
<PAGE> 11
securities in connection with a merger, or (iii) the acquisition of the Company
in a merger or other business combination. The employment agreement expires by
its terms in November 1999.
OPTIONS GRANTED IN LAST FISCAL YEAR
The following options were granted to certain officers. The Company's
Compensation Committee granted replacement options to certain of its officers
to compensate those officers for entering into a lock-up agreement during
financing in the 1996 fiscal year. As a result of the lock-up agreement,
significant options exercisable at $0.53 per share expired, and replacement
options exercisable at $2.125 per share were granted. The following table sets
forth the individual grant of options to officers of the Company during the
year ended June 30, 1996 -- all option grants and values have been adjusted to
reflect the one-for-two stock consolidation effected by the Company on June 14,
1996. No officers or directors exercised any options during the year.
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
Percent of Total
Options Granted
Number of to Employees in Potential Realized Value at
Securities Fiscal Year Assumed Annual Rates of Stock
Underlying Exercise Base Price Appreciation for Option
Options Price ($/sh) Expiration Date Term
Director Granted{(1)(2)}
10%($){(3)} 5%($){3}
<S> <C> <C> <C> <C> <C> <C>
Philip Coelho 50,000 9.40% $ 2.3125{(4)} 5/29/01 $ 31,947 $ 70,589
200,000 37.65% $ 2.125 10/23/01 $ 117,428 $ 259,463
Walter Ludt 50,000 9.40% $ 2.3125{(5)} 5/29/01 $ 31,947 $ 70,589
50,000 9.40% $ 3.88 8/1/00 $ 53,602 $ 118,437
100,000 18.82% $ 2.125 10/23/01 $ 58,714 $ 129,731
Charles Griffiths 100,000 18.82% $ 2.125 10/23/01 $ 58,714 $ 129,731
</TABLE>
FOOTNOTES TO TABLE
{(1)}
The exercise price of the options granted during fiscal year 1996 was equal
to the closing market price of the Company's common stock on the date the
option was granted.
{(2)}
All options granted in 1996 to the named Executive Officers were pursuant
to the Company's Amended 1994 Stock Option Plan. The grants were non-
statutory stock options.
{(3)}
The 5% and 10% assumed rates of appreciation are mandated by the rules of
the Securities and Exchange Commission and do not represent the Company's
estimate or projection of future common stock prices, or actual performance.
{(4)}
Options were repriced on April 2,1997 at $2.3125.
{(5)}
Options were repriced on April 2, 1997 at $2.3125.
11
<PAGE> 12
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth executive officer options exercised and option
values for fiscal year 1996, as adjusted for the Company's one-for-two stock
consolidation effected June 14, 1996 for all fiscal year executive officers.
<TABLE>
<CAPTION>
Number of Options Value of Unexercised
at FY end Options at FY End
Shares Acquired Value (Exercisable/ (Exercisable/
Name or exercised Realized UNEXERCISABLE) UNEXERCISABLE){(1)}
<S> <C> <C> <C> <C>
Philip H. Coelho _ - 425,000{(2)}/ $ 786,188/
-0- $ -0-
Charles de B. Griffiths - - 225,000{(3)}/ $ 467,813/
-0- $ -0-
Walter Ludt, III - - 183,333{(4)}/ $ 262,500/
16,667 $ 21,875
<TABLE/>
FOOTNOTES TO TABLE
{(1)} Based on June 30, 1996 year end closing bid price of $4.3125 per
share.
{(2)} Options to acquire 200,000 shares at $0.53 per share (pre-stock
consolidation) expired in November 1995 and are not included.
{(3)} Options to acquire 100,000 shares at $0.53 per share (pre-stock
consolidation) expired in November 1995 and are not included.
{(4)} Options to acquire 100,000 shares at $0.53 per share (pre-stock
consolidation) expired in November 1995 and are not included.
DIRECTORS COMPENSATION
All directors who are not employees of the Company are paid a meeting fee of
$300 per Board meeting attended in person. In addition, members of the Board's
Stock Option and Compensation Committee receive options to purchase 4,000
shares of common stock upon completion of each full year of service on such
Committee. (See "the Amended 1994 Stock Option Plan," below.)
THE AMENDED 1994 STOCK OPTION PLAN
The Company's Amended 1994 Stock Option Plan (the "Plan") was originally
approved by the Company's stockholders in January 1995 and amended at the
Annual Meeting on May 29, 1996. A total of 1,000,000 (post-consolidation)
shares were approved by the stockholders for issuance under option agreements,
subject to the Plan. Subject to Stockholder approval, the Company is proposing
to increase the numbers of shares subject to the Plan by an additional 450,000
shares. (See Proposal Two, above.)
The Plan permits the grant of stock options to employees, officers and certain
directors. The purpose of the Plan is to attract the best available personnel
to the Company and to give employees, officers and certain directors of the
Company a greater personal stake in the success of the business.
As of June 30, 1996, 669,750 options had been granted under the Plan during the
fiscal year. In addition, after June 30, 1996, options to purchase 205,000
shares of common stock were issued to certain employees in connection with
normal employment practice, with exercise prices ranging from $2.3125 to $2.65
per share.
12
<PAGE> 13
PRINCIPAL STOCKHOLDERS
The Company is not aware of any stockholder of record who owns five percent
(5%) or more of the outstanding common stock, and the Company has not received
any Form 13d filings which would indicate that any stockholder owns
beneficially more than five percent (5%) or more of the Company's common stock.
The table on page 2 of this proxy statement sets forth, as of May 1, 1997,
certain information with respect to the beneficial ownership of shares of the
Company's common stock by all directors and executive officers of the Company
individually, and all directors and all executive officers of the Company as a
group. As of May 1, 1997, there were 15,834,005 shares of common stock
outstanding.
FIVE YEAR COMMON STOCK PERFORMANCE GRAPH
[Performance graph appears here]
</TABLE>
<TABLE>
<CAPTION>
GRAPH LEGEND
SYMBOL CRSP TOTAL RETURNS INDEX FOR: 06/30/92 06/30/93 06/30/94 06/30/95 06/30/96
<S> <C> <C> <C> <C> <C>
- ---- THERMOGENESIS CORP. 100.0 287.0 139.1 217.4 300.0
. _ . Nasdaq Stock Market
(US Companies) 100.0 120.0 121.1 161.7 207.6
_ _ _ _ Nasdaq Stocks SIC 3580-3589
US and Foreign - Refrigeration
Service Industry Machinery 100.0 112.2 140.8 155.9 189.5
<TABLE/>
NOTES TO PERFORMANCE GRAPH:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on
the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a
trading day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 06/03/92.
13
<PAGE> 14
There can be no assurance that the Company's stock performance will continue
into the future with the same or similar trends depicted in the graph above.
The market price of the Company's common stock in recent years has fluctuated
significantly and it is likely that the price of the stock will fluctuate in
the future. The Company does not endorse any predictions of future stock
performance. Furthermore, the stock performance chart is not considered by the
Company to be (i) soliciting material, (ii) deemed filed with the Securities
and Exchange Commission, and (iii) to be incorporated by reference in any
filings by the Company under the Securities Act of 1933, or the Securities
Exchange Act of 1934.
CERTAIN RELATED TRANSACTIONS
There were no related party or interested party transactions involving the
Company during the fiscal year ended June 30, 1996, or from that date to the
date of this proxy statement.
COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934
Based solely upon a review of Forms 3, 4 and 5 delivered to the Company as
filed with the Securities and Exchange Commission ("Commission"), directors and
officers of the Company timely filed all required reports pursuant to Section
16(a) of the Securities Exchange Act of 1934 except for the late filing of Form
3 by Dr. Zmuda, V.P. Regulatory Affairs, due to travel and relocation.
There is no Director or Officer or Director nominee that is indebted to the
Company for the fiscal year ended June 30, 1996 or from that date to the date
of this proxy statement.
OTHER MATTERS
RELATIONSHIP WITH INDEPENDENT AUDITORS
The Company has retained the firm of Ernst & Young LLP as independent auditors
of the Company for the fiscal year ending June 30, 1997. The Company expects a
representative of Ernst & Young LLP to be present at the Annual Meeting of
Stockholders and the representative will have an opportunity to make a
statement if he desires to do so. Such representative will be available to
respond to appropriate questions.
TRANSFER AGENT
The American Securities Transfer and Trust, Inc. located at 1825 Lawrence
Street, Suite 444, Denver, CO 80202-1817 is the transfer agent for the
Company's common stock.
ACTION ON OTHER MATTERS
The Board of Directors of the Company knows of no other matters that may, or
are likely, to be presented at the Meeting. However, in such event, the
persons named in the enclosed form of proxy will vote such proxy in accordance
with their best judgement in such matters pursuant to discretionary authority
granted in the proxy.
14
<PAGE> 15
STOCKHOLDER PROPOSALS
Stockholder proposals to be included in the Company's Proxy Statement and Proxy
for its 1997 Annual Meeting must meet the requirements of Rule 14a-8
promulgated by the Securities and Exchange Commission ("SEC") and must be
received by the Company no later than August 11, 1997.
ADDITIONAL INFORMATION
EACH STOCKHOLDER HAS RECEIVED THE COMPANY'S 1996 ANNUAL REPORT CONTAINING THE
COMPANY'S 1996 AUDITED FINANCIAL STATEMENTS, INCLUDING THE REPORT OF ITS
INDEPENDENT PUBLIC ACCOUNTANTS. UPON RECEIPT OF A WRITTEN REQUEST, THE COMPANY
WILL FURNISH TO ANY STOCKHOLDER, WITHOUT CHARGE, A COPY OF THE COMPANY'S 1996
FORM 10-KSB, FORM 10-KSB/A-1 AND FORM 10-KSB/A-2 AS FILED WITH THE SEC UNDER
THE SECURITIES EXCHANGE ACT OF 1934 (INCLUDING THE FINANCIAL STATEMENTS AND THE
SCHEDULES THERETO AND A LIST BRIEFLY DESCRIBING THE EXHIBITS THERETO).
STOCKHOLDERS SHOULD DIRECT ANY REQUEST TO THE COMPANY, 3146 GOLD CAMP DRIVE,
RANCHO CORDOVA, CALIFORNIA 95670, ATTENTION: CHARLES DE B. GRIFFITHS,
SECRETARY.
THERMOGENESIS CORP.
By Order of the Board of Directors
Charles de B. Griffiths, Secretary
Rancho Cordova, California
15
<PAGE> A-1
EXHIBIT A
The following provision of the Company's Amended 1994 Stock Option Plan is
proposed to be amended in the manner described in the Proxy Statement to which
this Exhibit relates.
"Section 3.1. Shares subject to the Plan.
The shares of stock of the Company subject to issuance under the Plan
shall be shares of Common Stock. Except as otherwise provided in Section 2.2,
the aggregate number of shares of Common Stock which may be issued under the
Plan shall not exceed 1,450,000."
A-1
<PAGE>
THERMOGENESIS CORP.
3146 Gold Camp Drive, Rancho Cordova, CA 95670
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Philip H. Coelho and Charles de B. Griffiths,
and each of them, as proxies with the power to appoint his or her or their
successor, and hereby authorizes them to represent and to vote, as designated
below, all the shares of common stock of THERMOGENESIS CORP. ("the Company"),
held of record by the undersigned on May 2, 1997, at the Annual Meeting of
Stockholders to be held on May 29, 1997, at 10 a.m. (PDST), at the Radisson Inn
at Lake Natoma, located at 702 Gold Lake Drive, Folsom, California 95630, and
at any and all adjournments thereof.
1. Election of Directors.
FOR all nominees listed below _____ WITHOUT AUTHORITY ____
(except as marked to the contrary below) (to vote for all Nominees below)
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Philip H. Coelho Charles de B. Griffiths Hubert Huckel
Patrick McEnany Walter J. Ludt, III
2. Approval of an Amendment to increase the number of shares of common stock
underlying the Amended 1994 Stock Option Plan.
FOR _______ AGAINST _________ ABSTAIN _____
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting, including adjournment.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR PROPOSALS 1, AND 2, AND IN THE DISCRETION OF THE
PROXIES FOR ANY OTHER MATTER THAT IS PRESENTED.
Please sign exactly as your name appears on the share certificates. When
shares are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such.
If a corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Dated: _______________________
__________________________________ __________________________________
Name (Print) Name (Print) (if held jointly)
__________________________________ __________________________________
Signature Signature (if held jointly)
__________________________________ _________________________________
__________________________________ _________________________________
(Address) (Address)
I will ___ will not ___
attend the meeting.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
</TABLE>
