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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
AMRION, INC.
(Name of Registrant as Specified In Its Charter)
Jeffrey S. Williams
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate Box:)
[X]* $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(4) and O-11.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11
(1) Title of each class of securities to which transaction applies:N/A
(2) Aggregate number of securities to which transaction applies: N/A
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule O-11:* N/A
(4) Proposed maximum aggregate value of transaction: N/A
- ----------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule O-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>
AMRION, INC.
6565 Odell Place
Boulder, Colorado 80301
(303) 530-2525
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FRIDAY JULY 19, 1996
TO THE SHAREHOLDERS OF AMRION, INC.:
NOTICE HEREBY IS GIVEN that the Annual Meeting of Shareholders of
Amrion, Inc., a Colorado corporation (the "Company"), will be held at 6565 Odell
Place, Boulder, Colorado, on Friday July 19, 1996, at 3:00 p.m., for the
following purposes (the "Meeting"):
1. To elect five Directors of Company.
2. To ratify the appointment of BDO Seidman as the
Company's independent certified public accountants.
Approval of this proposal requires the affirmative
vote of a majority of the shares represented at and
entitled to vote on this proposal.
3. To transact such other business as may properly
come before the meeting or any adjournments
thereof.
Only holders of record of the $.0011 par value Common Stock of the
Company at the close of business on June 3, 1996, will be entitled to notice
of and to vote at the Meeting or at any adjournments thereof. The proxies
are being solicited by the Board of Directors of the Company.
All shareholders, whether or not they expect to attend the Annual
Meeting of Shareholders in person, are urged to sign and date the enclosed Proxy
and return it promptly in the enclosed envelope. Any person giving a proxy has
the power to revoke it at any time by following the instructions provided in the
Proxy Statement. The giving of a proxy will not affect your right to vote in
person if you attend the Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Boulder, Colorado JEFFREY S. WILLIAMS
June 14, 1996 SECRETARY
<PAGE>
AMRION, INC.
6565 Odell Place
Boulder, Colorado 80301
(303) 530-2525
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 19, 1996
GENERAL INFORMATION
The enclosed Proxy is solicited by and on behalf of the Board of
Directors of Amrion, Inc., a Colorado corporation (the "Company"), for use at
the Company's Annual Meeting of Shareholders to be held at 6565 Odell Place,
Boulder, Colorado, on July 19, 1996 at 3:00 p.m., or any adjournments thereof.
It is anticipated that this Proxy Statement and the accompanying Proxy will be
mailed to the Company's shareholders on or about June 14, 1996.
Any person signing and returning the enclosed Proxy may revoke it at
any time before it is voted by giving written notice of such revocation to the
Company, or by voting in person at the Meeting. The expense of soliciting
proxies, including the cost of preparing, assembling and mailing this proxy
material to shareholders, will be borne by the Company. It is anticipated that
solicitations of proxies for the Meeting will be made only by use of the mails;
however, the Company may use the services of its directors, officers and
employees to solicit proxies personally or by telephone, without additional
salary or compensation to them. Brokerage houses, custodians, nominees and
fiduciaries will be requested to forward the proxy soliciting materials to the
beneficial owners of the Company's shares held of record by such persons, and
the Company will reimburse such persons for their reasonable out-of-pocket
expenses incurred by them in that connection.
All shares represented by valid proxies will be voted in accordance
therewith at the Meeting.
SHARES OUTSTANDING AND VOTING RIGHTS
All voting rights are vested exclusively in the holders of the
Company's Common Stock, with each share entitled to one vote. Only shareholders
of record at the close of business on June 3, 1996, are entitled to notice of
and to vote at the Meeting or any adjournments thereof. As of the date hereof,
the Company had 5,204,489 shares of Common Stock outstanding, each share of
which is entitled to one vote on all matters to be voted upon at the Meeting.
<PAGE>
For each proposal presented, under the Colorado Business
Corporation Act, abstentions and broker non-votes will be treated as shares
present or represented and entitled to vote for purposes of determining the
presence of a quorum, but will not be considered as votes cast in determining
whether a particular proposal has been approved by the shareholders. As to
any shares a broker indicates on its Proxy that it does not have the authority
to vote on any particular matter because it has not received direction from the
beneficial owner thereof, said shares will not be counted as voting on the
particular matter.
One-third of the Company's outstanding Common Stock represented in
person or by Proxy shall constitute a quorum at the Meeting.
PROPOSAL NUMBER ONE - ELECTION OF DIRECTORS
The Board of Directors is presently composed of five members. The Board
of Directors has nominated five persons listed on the following pages for
election as Directors for the ensuing year, each to hold office until the 1997
Annual Meeting of Shareholders or until their successors are duly elected and
qualified. Unless marked to the contrary, the proxies received by management
will be voted in favor of each of the nominees named herein, all of whom are
presently members of the Board. Should any of the nominees for the office of
director decline or be unable to serve if elected, it is intended that the
persons named in the accompanying Proxy will vote for the election of such other
person for director as management recommends. Management has no reason to
believe that any nominee will decline or be unable to serve if elected.
Set forth below is biographical information for each person nominated
by management to serve on the Company's Board of Directors until the 1997 Annual
Meeting of Shareholders:
All positions and Period
offices held with from which
Name Age the Company served
Mark S. Crossen 47 Chairman of the Board, Aug. 1988
Chief Executive Officer
and President
Jeffrey S. Williams 34 Chief Financial Officer, June 1989
Treasurer, Secretary
and Director
Theodore W. Brin 42 Director and May 1991
Assistant Treasurer
Leslie G. Taylor 73 Director May 1991
David E. Houseman 55 Director May 1992
<PAGE>
Mark S. Crossen has served as Chairman of the Company's Board of
Directors, Chief Executive Officer and President of the Company since
June 1991 and as a Director of the Company since August 1988. Prior to
June 1991, Mr. Crossen was the Company's Vice President of Marketing and was a
founder of Bioenergy Nutrients, Inc. which was merged into the Company in August
1988. From 1982 to 1986, Mr. Crossen was Vice President of Morgan Management
Group, a consulting firm that specialized in providing comprehensive business
financial consulting services to emerging companies and entrepreneurial
ventures. He was also a founder of a retail specialty sporting goods store
chain located in California. Prior thereto, Mr.Crossen owned and operated a
construction company specializing in residential and commercial properties
development. Mr. Crossen graduated from the University of Colorado.
Jeffrey S. Williams has been the Chief Financial Officer, Secretary and
Assistant Treasurer of the Company since June 1989; Treasurer since September of
1992 and a Director of the Company since January of 1991. Prior to joining the
Company in August 1988, from 1987 to 1988 Mr. Williams was the founder and
principal owner of Vitarian Foods, Inc., a wholesale distributor of all-natural
dried fruits. From 1986 to 1987, Mr. Williams served as assistant to the
Controller of NBI, Inc., a publicly-held computer company. From 1984 to 1986,
Mr. Williams was a staff accountant at the accounting firm of Arthur Andersen &
Co. Mr. Williams graduated from the University of Colorado in 1984 with a BS in
Finance and Accounting.
Leslie G. Taylor has been a Director of the Company since May 1991.
Currently Mr.Taylor is the principal partner of Leslie G. Taylor & Company,
a management, acquisition and consulting firm, for more than six years.
He has been the principal partner of Leslie G. Taylor & Company, a management,
acquisition and consulting firm, for more than seven years. Mr. Taylor is a
management consultant to ImmunOnc, Inc., a University of Colorado Foundation
research and development company holding a worldwide license to proprietary
cancer technology. He is also a management consultant to Century Enterprises
Inc., a company engaged in automobile scrap recycling, and Lucky Break
Gold, Inc., a public company he founded in 1988 in Vancouver, B.C., Canada
engaged in the exploration of gold, diamonds, and base metals properties in the
United States, Canada and Chile. In past years Mr. Taylor was president of
Glen Alden, one of the first conglomerates, Vice President of Kelsey Hayes,
President-CEO of Denver Chicago Trucking Co. Mr.Taylor's career spans three
decades, over these years Mr. Taylor has successfully completed transactions
in excess of one billion dollars.
Theodore W. Brin has been a Director of the Company since May 1991 and
Assistant Treasurer since September 1992. He has been engaged as a sole
practitioner in the private practice of law in Denver, Colorado since 1988. From
1984 to 1988, he was engaged in the practice of law with two law firms in
Denver, Colorado. From 1982 to 1984, Mr. Brin was engaged in the practice of law
with a law firm in New Orleans, Louisiana. Prior thereto, he worked in the
Louisiana Attorney General's Office while attending law school at Loyola
University in New Orleans, where he graduated with a Juris Doctor degree in
1982.
<PAGE>
David E. Houseman has been a Director of the Company since May 1992 and
has served as Senior Vice President-Finance and Chief Financial Officer of
Target Sportswear, Inc. since March 1993. Target Sportswear, Inc. is a
privately-held manufacturer of tailored men's clothing. Previously Mr. Houseman
was Senior Vice President-Finance of Chalk Line, Inc., a privately held marketer
of licensed decorated outerwear and sportswear, from October 1992 to March 1993.
From September 1991 to September 1992 he served as a Senior Consulting Associate
with Mackenzie, Hovey & Associates, a management consulting firm in Denver,
Colorado. From February 1988 to October 1991 he served as Vice President-Finance
and Secretary/Treasurer of Bayer Clothing Group, a publicly-held apparel
manufacturing company.
No Director or nominee is a Director of any other Company with a class
of securities registered pursuant to Section 12 of the Exchange Act or subject
to the requirements of Section 15(d) of such Act or any Company registered as an
Investment Company under the Investment Company Act of 1940.
During the fiscal year ended December 31, 1995, the Company's Board of
Directors held nine meetings. No Director attended fewer than 75% of such
meetings. The Company has a standing audit committee comprised of Theodore W.
Brin and David E. Houseman. Also, the Company has a compensation committee
composed of David E.
Houseman and Leslie G. Taylor.
The audit committee oversees the Company's financial reporting process
on behalf of the Board of Directors. The audit committee's principal
responsibilities include (a) recommending the selection of independent
accountants, (b) reviewing the scope of the audit conducted by such accountants,
as well as the audit itself, and (c) reviewing the Company's internal audit
procedures and matters concerning financial reporting, accounting and audit
procedures, and policies generally. The audit committee held two meetings during
the fiscal year ended December 31, 1995. No member thereof attended fewer than
75% of these meetings.
The compensation committee reviews and recommends to the Board of
Directors for approval, the level of cash and other compensation to be received
by the Company's executive officers. The compensation committee also administers
the Company's 1994 Non-Qualified Stock Option Plan and the Company's 1994
Non-Employee Director Stock Option Plan. The compensation committee held two
meetings during the fiscal year ended December 31, 1995. No member thereof
attended fewer than 75% of these meetings.
<PAGE>
EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth, as of April 29, 1996, the names and ages of the
Company's executive officers including all positions and officers held by each
such person, and certain biographical information for one executive officer who
is not also a director:
<TABLE>
<S> <C> <C>
Name Age Position
Mark S. Crossen 47 Chairman of the Boardof Directors,
Chief Executive Officer and President
Jeffrey S. Williams 34 Chief Financial Officer, Treasurer,
Secretary and Director
Theodore Brin 42 Assistant Treasurer, Director
</TABLE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information regarding the
compensation paid or accrued by the Company to or for the account of the Chief
Executive Officer and each of the most highly paid Executive Officers (in excess
of $100,000) of the Company for services rendered in all capacities during the
fiscal years ended December 31, 1995, 1994 and 1993:
<TABLE>
<CAPTION>
Summary Compensation Table
<S> <C> <C> <C> <C> <C>
Long-Term
Annual Compensation Compensation
Securities
Position Year Salary Bonus(1) Comp.(2) Option
Mark S. Crossen 1995 $200,000 $167,762 $9,003 0
President & Chief 1994 $150,000 $187,443 $8,504 260,000
Executive Officer 1993 $125,000 $186,985 $8,884 0
Jeffrey S. Williams 1995 $ 75,000 $ 43,139 $2,959 0
Treasurer & Chief 1994 $ 50,000 $ 62,382 $2,305 70,000
Financial Officer 1993 $ 50,000 $ 45,241 $1,295 5,000
James H. Bruce 1995 $122,781 $ 13,500 $3,019 9,500
Vice President 1994 $ 72,000 $ 6,000 $2,139 62,000
Sales & Marketing 1993 $ 22,154 - - -
<FN>
(1) This column only represents cash compensation.
(2) All other compensation in 1995 for Mark S. Crossen represented a car
allowance of $6,000 and $3,003 for health insurance. 1994 other
compensation represented a car allowance of $6,000 and $2,504 for
health insurance. 1993 other compensation for Mark S. Crossen
represented a car allowance of $6,000 and $2,884 for health insurance.
All other compensation for Jeffrey S. Williams represented $2,959,
$2,305 and $1,295 for health insurance in 1995, 1994 and 1993,
respectively. All other compensation for James H. Bruce
represented $3,019 and $2,139 for health insurance in 1995 and 1994,
respectively.
</FN>
</TABLE>
<PAGE>
Option Grants in 1995
The following table sets forth certain information regarding options to
purchase shares of Common Stock granted to the Executive Officers of the Company
listed in the Executive Compensation Table during the year ended December 31,
1995. In addition, in accordance with the rules and regulation's promulgated
by the Securities and Exchange Commission, the table shows hypothetical gains
or "option spreads" that would exist for respective options based upon assumed
annual rates of return of five percent and ten percent from the date the options
were granted over the full option term.
<TABLE>
<CAPTION>
Option Grants in Fiscal Year 1995 .............. Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Individual Grants Appreciation for Option Term
<S> <C> <C> <C> <C> <C> <C>
Number of % of Total
Securities Options/SARs
Underlying Granted to
Options Employees in Exercise Expiration Date
Name Granted Fiscal Year Price 5% ($) 10% ($)
- ------------------------ ------------------- -------------------- -------------- ----------------- ------- --------
James H. Bruce 9,500 57.5 $ 7.00 03/14/2000 $18,372 $40,579
======================== =================== ==================== ============== ================= ======== ========
</TABLE>
Stock Option Exerceses During the
Fiscal Year Ended December 31, 1995,
Outstanding Grants and Gains as of December 31, 1995
The following table sets forth certain information regarding options to
purchase shares of Common Stock exercised during the Company's 1995 fiscal year
and the number and value of exercisable and unexercisable options to purchase
shares of Common Stock held as of December 31, 1995 by the Executive Officers of
the Company named in the Summary Compensation Table:
<TABLE>
<CAPTION>
Aggregated Options Exercised in 1995
and Option Values at December 31, 1995
<S> <C> <C> <C> <C>
Number of Unexercised Value of Unexercised
Options at 12/31/95 In-the-Money Options at
Exercisable/ 12/31/95 Exercisable/
Shares Acquired on Unexercisable Unexercisable(2)
Exercise Value Realized(1)
Name
Mark S. Crossen --- --- 106,318/168,000 $362,422/$701,400
Jeffrey S. Willams --- --- 48,818/48,000 $285,410/$200,400
James H. Bruce 5,000 28,750 9,500/62,000 $ 32,062/$229,625
<FN>
(1) Value realized is equal to the difference between the fair market value
per share of Common Stock on the date of exercise and the option
exercise price per share multiplied by the number of shares acquired
upon exercise of an option.
(2) Value of exercisable/unexercisable in-the-money options is equal to the
difference between the fair market value per share of Common Stock at
December 31, 1995 and the option exercise price per share multiplied by
the number of shares subject to options.
</FN>
</TABLE>
<PAGE>
Compensation of Directors
Each Director of the Company who is not an employee receives a fee of
$500 for each meeting of the Board of Directors attended and a fee of $250
for each compensation and audit committee meeting attended. The Company
believes that all the fees and charges paid to Directors are reasonable and
competitive to similar fees and costs paid by other companies of similar size
in the nutritional supplement industry.
The Company has adopted the 1994 Non-Employee Director Stock Option
Plan (the "Directors' Plan"). The Directors' Plan provides that each
person who was a non-employee director of the Company on December 31, 1994,
and who is a non-employee director of the Company on December 31st of each
succeeding year of the Directors' Plan, automatically shall be granted a
five-year option to purchase up to 3,000 shares of the Company's common stock
(the "Common Stock"), exercisable at the fair market value of the Common
Stock on the date of grant. A total of 70,000 options may be granted under
the Directors' Plan. As of the date hereof, Leslie G. Taylor, Theodore W.
Brin and David E. Houseman, constituting all of the Company's non-employee
directors, are eligible to receive grants under the Directors' Plan.
The following Options have been granted by the Company under the Directors'
Plan:
<TABLE>
<CAPTION>
Exercise Number
Date of Number price of shares Date of
Name grant of shares per share exercised expiration
<S> <C> <C> <C> <C> <C>
Theodore W. Brin 12/31/94 3,000 $ 6.80 -0- 1/14/2000
12/31/95 3,000 $10.88 -0- 1/14/2001
Leslie G. Taylor 12/31/94 3,000 $ 6.80 1,000 1/14/2000
12/31/95 3,000 $10.88 -0- 1/14/2001
David E. Houseman 12/31/94 3,000 $ 6.80 -0- 1/14/2000
12/31/95 3,000 $10.88 -0- 1/14/2001
All directors as a 18,000 1,000
group (three persons)
</TABLE>
Board Compensation Committee Report on Executive Compensation
Executive Compensation Policies
The Compensation Committee of the Board of Directors sets the base
salary and incentive bonus compensation of the Company's executive officers
and approves stock options for each executive officer. The Company's
executive compensation program is designed to meet the following policy
objectives:
o Attracting and retaining qualified executives with the experience and
talent necessary for the long-term success of the Company.
o Tying executive compensation to the Company's overallfinancial performance.
o Rewarding executives for contributions to strategic management
designed to enhance long-term shareholder value.
o Providing incentives that align the executive's interest with those
of the Company's shareholders.
<PAGE>
Compensation Committee Report on Executive Compensation
Compensation levels for the Company's executive officers,
including its Chief Executive Officer ("CEO"), are determined based upon a
review of the reported compensation for individuals performing similar
functions at other nutritional supplement companies included in the NASDAQ
Health Services Index ("Comparable Individuals"). This index is considered
the Company's peer group of competitors by the Compensation Committee. From
this review, the "target compensation" level for each of the Company's
executive officers is set within the range of cash compensation for the group
of Comparable Individuals ("Target Compensation"). Once determined, Target
Compensation is split into two elements: (i) base salary, which is a
percentage, subjectively determined by the Compensation Committee, of the
Target Compensation and paid to each executive officer ratably over the
fiscal year and, (ii) incentive bonus compensation, which is a percentage of
the Company's earnings before taxes and, in the case of the Company's CEO,
included audited net sales for fiscal years 1993 and 1994 (the "Bonus
Percentage"). The Bonus Percentage for each executive officer is determined
at the beginning of each fiscal year based upon the Company's forecasted
earnings before taxes and net sales (the "Performance Targets") and is
designed to enable the executive officer to achieve his individual Target
Compensation provided the Company achieves its Performance Targets for that
year. For example, if an executive officer's Target Compensation is $50,000
and the Company's Performance Target for that executive is earnings before
taxes of $500,000, his base salary may be set at $25,000 and his Bonus
Percentage would be set at 5% ($25,000 of incentive bonus compensation /
$500,000) so that if the Company achieves the Performance Target, the
executive will receive incentive bonus compensation of $25,000 and base
salary of $25,000 thereby meeting his Target Compensation amount. The Company
adjusts the amount of bonus compensation payments for each fiscal year upon
completion of the Company's annual audit. No additional or discretionary cash
bonuses are paid to any executive officer upon meeting or exceeding the
Company's Performance Targets, although incentive bonus compensation will
continue to be paid on amounts that exceed the Performance Target.
Conversely, if the Company's Performance Targets are not met, the executive
officer will not achieve his Target Compensation for that year.
During fiscal 1995 the Company failed to achieve the 1995
Performance Targets and, accordingly, the Company's CEO and executive
officers, did not achieve their Target Compensation levels. The 1995 Target
Compensation levels for the Company's CEO and Chief Financial Officer were
$400,000 and $125,000, respectively.
<PAGE>
In accordance with the compensation philosophies set forth
above, the Compensation Committee, in its subjective discretion, may from
time to time grant stock options to the CEO and certain executive officers.
In addition, the Board of Directors adopted, and the Compensation Committee
granted, options pursuant to the Company's 1994 Non-Qualified Stock Option
Plan. In making such grants, the Committee considers the number of restricted
shares and stock options already held by each executive officer. Such
amounts, however, are not a significant factor in determining the size of
option grants.
The Compensation Committee
David E. Houseman
Leslie G. Taylor
<PAGE>
Performance Graph
The following graph illustrates, for the period from December 1990
through December 1995, the cumulative total shareholder return of $100
invested in (1) The Company's Common Stock, (2) Nasdaq Health Services and
(3) Nasdaq Composite - US.
COMPARISON OF CUMULATIVE SHAREHOLDER RETURN 1989-1994
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
Total Return Analysis
<S> <C> <C> <C> <C> <C> <C>
12/31/90 12/31/91 12/31/92 12/31/93 12/30/94 12/29/95
- ----------------------------------------------------------------------------------------------------------------------
Amrion, Inc. $100.00 $116.67 $128.55 $346.59 $278.41 $471.59
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Nasdaq Health Services $100.00 $222.58 $230.58 $266.04 $285.43 $364.55
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Nasdaq Composite (US) $100.00 $160.55 $186.85 $214.50 $209.67 $296.51
- ----------------------------------------------------------------------------------------------------------------------
Source: Carl Thompson Associates www.ctaonline.com (303) 494-5472.
Data from Bloomberg Financial Markets
</TABLE>
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth, as of the date hereof, the number of
shares of Common Stock beneficially owned by each director and named
executive officer of the Company individually, all executive officers and
directors as a group and all beneficial owners of more than five percent of
the Common Stock. The following stockholders have sole voting and investment
power with respect to their holdings unless otherwise noted.
<TABLE>
<CAPTION>
Name and Address Amount and Nature** of Percent
of Beneficial Owner Beneficial Ownership of Class
<S> <C> <C> <C>
Mark S. Crossen (1)(2) 1,218,519 (3) 21.1%
Jeffrey S. Williams (1)(2) 179,229 (4) 3.4%
Theodore W. Brin (2) 20,318 (5) *
Leslie G. Taylor (2) 14,318 (6) *
David E. Houseman (2) 19,000 (7) *
All Directors and Officers 1,451,384 25.7%
as a group (five persons)
<FN>
* Less than one percent.
** Direct Ownership unless otherwise indicated.
(1) Officer of the Company.
(2) Director of the Company.
(3) Includes 14,318 options to purchase shares from the Company, 50,000
options granted in 1994 to purchase shares in the Company, 210,000
options to purchase shares from the Company under the 1994
Non-Qualified Stock Option Plan, 34,091 shares which Mr. Crossen has
the option to purchase from the Company pursuant to an agreement
effective August 30, 1991, and 9,091 shares which the estate of a
former director of the Company has the option to purchase.
(4) Includes 36,818 shares subject to options to purchase from the
Company and 60,000 options to purchase shares from the Company under
the Non-Qualified Stock Option Plan.
(5) Includes 6,000 options to purchase shares from the Company under the
1994 Non-Employee Director Stock Option Plan.
(6) Includes 5,000 options to purchase shares from the Company under the
1994 Non-Employee Director Stock Option Plan.
(7) Includes 7,500 shares subject to options to purchase from the Company
and 6,000 options to purchase shares from the Company under the 1994
Non-Employee Director Stock Option Plan.
</FN>
</TABLE>
There are no arrangements or understandings known to the Company,
including any pledge by any person or securities of the Company, the operation
of which may at a subsequent date result in a change in control of the Company.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Act of 1934 requires the Company's
Directors and Executive Officers, and persons who own more than ten percent
of a registered class of the Company's equity securities, if any, to file
with the Securities and Exchange Commission ("SEC") initial reports of
ownership and reports of changes in ownership of equity securities of the
Company. Such persons are required by SEC regulations to furnish the Company
with copies of all reports filed pursuant to Section 16(a).
Based solely on a review of the copies of the forms furnished to the
Company by its Officers and Directors, to the Company's knowledge, during the
fiscal year ended December 31, 1995, the Company's Officers and Directors
complied with all applicable Section 16(a) filing requirements.
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the last fiscal year, there were no transactions and there
are no currently proposed transactions to which the Company was or is to be a
party, in which the amount involved exceeded $60,000 and in which any
Director or Executive Officer or any holder of over five percent of the
Company's outstanding stock had a direct or indirect material interest.
PROPOSAL NUMBER TWO - RATIFICATION OF APPOINTMENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has appointed BDO Seidman as independent
certified public accountants, to serve as auditors for Fiscal Year 1996. A
representative of BDO Seidman is expected to be present at the meeting to make
a statement to the Shareholders if he should decide to do so and to respond
to questions from the Shareholders.
Recommendation and Vote Required
Management recommends that the stockholders vote "FOR" the
ratification of BDO Seidman as independent certified public accountants, to
serve as the Company's auditors for Fiscal Year 1996. The affirmative vote of
a majority of the shares represented at the Meeting and entitled to vote on
this Proposal will be required for ratification of the appointment of BDO
Seidman.
SHAREHOLDER PROPOSALS
All proposals shareholders intended to be included in the proxy
statement to be presented at the next annual meeting of shareholders must be
received at the Company's corporate offices at 6565 Odell Place, Boulder,
Colorado 80301 Attention: Corporate Secretary, on or before February 14,1997.
OTHER BUSINESS
Management of the Company knows of no other matter which may come
before the Meeting. However, if any additional matters are properly presented
at the Meeting, it is intended that the persons named in the enclosed Proxy
Statement, or their substitutes, will vote such Proxy in accordance with
their judgment on such matters.
ANNUAL REPORT TO SHAREHOLDERS
The Company's Annual Report for the year ended December 31, 1995 is
being sent to all shareholders with this Proxy Statement but is not
incorporated herein by reference and is not to be considered a part of the
Proxy Materials.
By Order of the Board of Directors,
Jeffrey S. Williams, Secretary
<PAGE>
P R O X Y
AMRION, INC.
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Mark S. Crossen and Jeffrey S.
Williams, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote as designated below, all the shares of Common
Stock of Amrion, Inc. held of record by the undersigned on June 3, 1996, at the
Annual Meeting of Shareholders to be held on July 19, 1996, or any adjournments
thereof.
1. Election of five (5) Directors to serve until the next Annual
Meeting of Shareholders and until their successors shall have been elected and
qualified:
For all nominees listed below (except as
marked to the contrary).
Withhold authority to vote for all the nominees
listed below.
Mark S. Crossen Theodore W. Brin
Jeffrey S. Williams David E. Houseman
Leslie G. Taylor
(Instruction: To withhold authority to vote for any individual nominee,
check the box and cross out that nominee's name above.)
2. To ratify the appointment of BDO Seidman as the Company's
independent certified public accountants.
6. To transact such other business as may properly come before the
Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED IN FAVOR OF ALL PROPOSALS SET FORTH ABOVE.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN
ACCORDANCE WITH THE SHAREHOLDER'S SPECIFICATIONS ABOVE. THIS PROXY CONFERS
DISCRETIONARY AUTHORITY IN RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE
TIME OF THE MAILING OF THE NOTICE OF THE SPECIAL MEETING OF SHAREHOLDERS TO THE
UNDERSIGNED.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders and Proxy Statement furnished therewith.
Dated: , 1996.
Signature(s) of Shareholder(s)
Signature(s) should agree with the name(s) appearing hereon.
Executors, administrators, trustees, guardians and attorneys should indicate
when signing. Attorneys should submit powers of attorney.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF AMRION, INC. PLEASE SIGN AND RETURN THIS PROXY IN THE ENCLOSED
PRE-ADDRESSED ENVELOPE. THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO
VOTE IN PERSON IF YOU ATTEND THE MEETING.
