<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
AMRION, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Jeffrey S. Williams
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / $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)(3) and O-11.
/ / 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:
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 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
N/A
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
------------------------------------------------------------------------
(5) Total fee paid:
N/A
------------------------------------------------------------------------
/ / 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 Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
AMRION, INC.
6565 ODELL PLACE
BOULDER, COLORADO 80301
(303) 530-2525
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FRIDAY JUNE 27, 1997
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 JUNE 27, 1997, AT 3:00 P.M., for the following
purposes (the "Meeting"):
1. To elect five Directors of the Company.
2. To ratify the appointment of BDO Seidman, LLP 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 MAY 1, 1997, 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
MAY 19, 1997 SECRETARY
<PAGE>
AMRION, INC.
6565 ODELL PLACE
BOULDER, COLORADO 80301
(303) 530-2525
------------------------------
PROXY STATEMENT
------------------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 27, 1997
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 JUNE 27, 1997 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 May 19, 1997.
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 MAY 1, 1997, are entitled to notice of and to vote
at the Meeting or any adjournments thereof. As of the date hereof, the Company
had 5,363,314 shares of Common Stock outstanding, each share of which is
entitled to one vote on all matters to be voted upon at the Meeting.
1
<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 1998 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 1998 Annual
Meeting of Shareholders:
ALL POSITIONS AND PERIOD
OFFICES HELD WITH FROM WHICH
NAME AGE THE COMPANY SERVED
- ---- --- ----------------- ----------
Mark S. Crossen 48 Chairman of the Board, Aug. 1988
Chief Executive Officer
and President
Jeffrey S. Williams 35 Chief Financial Officer, June 1989
Treasurer, Secretary
and Director
Theodore W. Brin 43 Director and May 1991
Assistant Treasurer
Leslie G. Taylor 74 Director May 1991
David E. Houseman 56 Director May 1992
2
<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 property development. Mr. Crossen
graduated from the University of Colorado in 1971.
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. He has
been the owner of Taylor Energy Enterprises, a company engaged in oil and gas
exploration and drilling, and Taylor Mining Enterprises, a company engaged in
minerals exploration, for more than seven years. He has been the principal
partner of Leslie G. Taylor & Company, a management, acquisition and consulting
firm, for more than eight 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 an advisor to Morgenthan Group, Inc. an investment firm based in Baltimore
and Fort Lauderdale, and Lucky Break Gold, Inc., a public company he founded in
1988 in Vancouver, B.C., Canada, which is engaged in the exploration of gold,
diamonds, and base metal properties in the United States, Canada and Chile.
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.
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 Bayer
Clothing Group (formerly Target Sportswear, Inc.) since March 1993. Bayer
Clothing Group is a privately-held manufacturer of tailored men's clothing
and men's
3
<PAGE>
designer collection sportswear. 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 Bayly Manufacturing Company,
Inc., 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, 1996, the Company's Board of
Directors held ten 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, 1996. 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
three meetings during the fiscal year ended December 31, 1996. No member
thereof attended fewer than 75% of these meetings.
4
<PAGE>
EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth, as of April 30, 1997 the names and ages of
the Company's executive officers including all positions and offices held by
each such person, and certain biographical information for two executive
officers who are not also directors:
NAME AGE POSITION
- ---- --- --------
Mark S. Crossen 48 Chairman of the Board of Directors,
Chief Executive Officer, President,
Director
Jeffrey S. Williams 35 Chief Financial Officer, Treasurer,
Secretary, Director
James H. Bruce 44 Vice President, Sales and Marketing.
James Bruce joined the Company in September,
1993. From 1992 - 1993, Mr. Bruce was a private
food marketing consultant specializing in
meat and seafood markets. Prior to 1992,
he was President and Chief Operating
Officer of Mint Valley Lamb and Group
Vice President of the American Lamb
Council. From 1980-1987, Mr. Bruce
worked with W.R. Grace in New Zealand and
New York as International Market
Development Manager. Mr. Bruce received
his undergraduate and MBA degrees from
the University of Georgia.
David L. Robinson 38 Vice President, Direct Marketing.
David Robinson joined the Company
in July, 1992. From 1988 through
1992, Mr. Robinson served as
Marketing Manager for Poseidon
Systems/TouchSource, a developer and
marketer of interactive multimedia
computer software and hardware. Mr.
Robinson holds a B.S. degree in Marketing
from the Indiana School of Business.
Theodore W. Brin 43 Assistant Treasurer, Director
5
<PAGE>
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, 1996, 1995 and 1994:
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
------------------------------- ------------
Securities
Name and Principal Underlying
Position Year Salary Bonus(1) Options
- -------- ---- -------- -------- ----------
Mark S. Crossen 1996 $250,000 $199,338 0
Chief Executive 1995 $200,000 $167,762 0
Officer & President 1994 $150,000 $187,443 260,000
Jeffrey S. Williams 1996 $100,000 $ 45,914 0
Chief Financial 1995 $ 75,000 $ 43,139 0
Officer, Secretary & Treasurer 1994 $ 50,000 $ 62,382 70,000
James H. Bruce 1996 $110,000 $ 15,000 0
Vice President 1995 $122,781 $ 13,500 9,500
Sales & Marketing 1994 $ 72,000 $ 6,000 16,000
David L. Robinson 1996 $ 80,000 $ 57,353 0
Vice President 1995 $ 55,000 $ 33,358 0
Direct Marketing 1994 $ 36,000 $ 24,864 25,000
(1) This column only represents cash compensation.
6
<PAGE>
STOCK OPTIONS EXERCISED DURING THE
FISCAL YEAR ENDED DECEMBER 31, 1996,
OUTSTANDING GRANTS AND GAINS AS OF
DECEMBER 31, 1996
The following table sets forth certain information regarding options to
purchase shares of Common Stock exercised during the Company's 1996 fiscal
year and the number and value of exercisable and unexercisable options to
purchase shares of Common Stock held as of December 31, 1996 by the Executive
Officers of the Company named in the Summary Compensation Table:
AGGREGATED OPTIONS EXERCISED IN 1996
and Option Values at December 31, 1996
<TABLE>
- ---------------------------------------------------------------------------------------
NUMBER OF
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
SHARES 12/31/96 AT 12/31/96
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
EXERCISE REALIZED(1) UNEXERCISABLE UNEXERCISABLE(2)
----------- ----------- ------------- ---------------------
<S> <C> <C> <C> <C>
Mark S. Crossen 106,318 $349,132 42,000/126,000 $690,060/$2,070,180
Jeffrey S. Willams 48,818 $279,307 12,000/36,000 $197,160/$591,480
James H. Bruce 9,500 $147,250 4,000/12,000 $ 65,720/$197,160
David L. Robinson ---- ---- 15,000/13,000 $255,060/$213,590
</TABLE>
(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, 1996 and the option exercise price per share multiplied by the
number of shares subject to options.
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.
7
<PAGE>
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 per share
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:
EXERCISE NUMBER
DATE OF NUMBER PRICE OF SHARES DATE OF
NAME GRANT OF SHARES PER SHARE EXERCISED EXPIRATION
---- -------- --------- --------- ---------- ----------
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
12/31/96 3,000 $22.40 -0- 1/14/2002
Leslie G. Taylor 12/31/94 3,000 $ 6.80 3,000 1/14/2000
12/31/95 3,000 $10.88 2,000 1/14/2001
12/31/96 3,000 $22.40 -0- 1/14/2002
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
12/31/96 3,000 $22.40 -0- 1/14/2002
------- -----
All directors as a 27,000 5,000
group (three persons)
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. In addition, the Committee reviews and approves all
compensation arrangements over $100,000 for key employees. The
Company's executive compensation program is designed to meet the
following policy objectives:
- Attracting and retaining qualified executives with the
experience and talent necessary for the long-term success of
the Company.
- Tying executive compensation to the Company's overall
financial performance.
- Rewarding executives for contributions to strategic
management designed to enhance long-term shareholder value.
- Providing incentives that align the executive's interest
with those of the Company's Shareholders.
8
<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 DIVIDED BY $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.
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.
THE COMPENSATION COMMITTEE
David E. Houseman
Leslie G. Taylor
9
<PAGE>
PERFORMANCE GRAPH
The following graph illustrates, for the period from December 1991
through December 1996, 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 1991-1996
[GRAPH]
TOTAL RETURN ANALYSIS
<TABLE>
- ----------------------------------------------------------------------------------------------
TOTAL RETURN ANALYSIS
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
12/31/91 12/31/92 12/31/93 12/30/94 12/29/95 12/31/96
- ----------------------------------------------------------------------------------------------
AMRION, INC. $100.00 $110.18 $297.07 $248.38 $404.21 $881.47
- ----------------------------------------------------------------------------------------------
NASDAQ HEALTH
SERVICES INDEX $100.00 $103.60 $119.52 $128.24 $162.89 $163.11
- ----------------------------------------------------------------------------------------------
NASDAQ COMPOSITE (US) $100.00 $116.38 $133.59 $130.59 $184.67 $227.16
- ----------------------------------------------------------------------------------------------
Source: Carl Thompson Associates www.ctaonline.com (303) 494-5472. Data from Bloomberg
Financial Markets
</TABLE>
10
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of April 30, 1997, the Company's only class of outstanding voting
securities was its Common Stock, $.0011 par value. The following table 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 shareholders have sole voting and investment power with respect to
their holdings unless otherwise noted.
NAME AND ADDRESS AMOUNT AND NATURE** OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ------------------- ---------------------- --------
Mark S. Crossen (1)(2) 1,218,519 (3) 22.7%
6565 Odell Place
Boulder, CO 80301
Jeffrey S. Williams (1)(2) 183,229 (4) 3.4%
6565 Odell Place
Boulder, CO 80301
Theodore W. Brin (2) 23,318 (5) *
4582 S. Ulster St. Parkway
Denver, CO 80237
Leslie G. Taylor (2) 17,318 (6) *
5031 S. Ulster St. Parkway
Denver, CO 80237
David E. Houseman (2) 23,000 (7) *
RD 4, Box 91B
Route 879
Clearfield, PA 16830
All Directors and Officers 1,465,384 26.1%
as a group (five persons)
* Less than one percent.
** Direct Ownership unless otherwise indicated.
(1) Officer of the Company.
(2) Director of the Company.
(3) Includes 50,000 options granted in 1994 to purchase shares in the
Company, 168,000 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 40,000 options to purchase shares from the Company under
the Non-Qualified Stock Option Plan.
11
<PAGE>
(5) Includes 9,000 options to purchase shares from the Company under
the 1994 Non-Employee Director Stock Option Plan.
(6) Includes 4,000 options to purchase shares from the Company under
the 1994 Non-Employee Director Stock Option Plan.
(7) Includes 9,000 options to purchase shares from the Company under
the 1994 Non-Employee Director Stock Option Plan.
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, 1996, the Company's Officers and Directors
complied with all applicable Section 16(a) filing requirements.
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, LLP as independent
certified public accountants, to serve as auditors for Fiscal Year 1997. A
representative of BDO Seidman, LLP is expected to be present at the meeting
to make a statement to the Shareholders if he should desire to do so and to
respond to questions from the Shareholders.
12
<PAGE>
RECOMMENDATION AND VOTE REQUIRED
Management recommends that the Shareholders vote "FOR" the ratification
of BDO Seidman as independent certified public accountants, to serve as the
Company's auditors for Fiscal Year 1997. 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,
LLP.
SHAREHOLDER PROPOSALS
All proposals Shareholders intend 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 January 19, 1998.
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 to Shareholders for the year ended December
31, 1996 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.
The Company will furnish, without charge, to each shareholder who is
entitled to vote at the Meeting and who makes a written request, a copy of
the Company's Annual Report on Form 10-K for the year ended December 31, 1996
(without exhibits), as filed with the Securities and Exchange Commission (the
"Form 10-K"). The Company will provide copies of the exhibits to the Form
10-K for a reproduction charge of $.05 per exhibit page plus first class
postage. Written requests for the Form 10-K should be mailed to: Jeffrey S.
Williams, Secretary, Amrion, Inc., 6565 Odell Place, Boulder, Colorado 80301.
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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 May 1, 1997, at the Annual
Meeting of Shareholders to be held on June 27, 1997, 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, LLP as the Company's
independent certified public accountants.
/ / FOR / / AGAINST / / ABSTAIN
3. 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 ANNUAL MEETING OF SHAREHOLDERS TO THE UNDERSIGNED.
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<PAGE>
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS AND PROXY STATEMENT FURNISHED THEREWITH.
DATED: , 1997.
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- -----------------------------------
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SIGNATURE(S) OF SHAREHOLDER(S)
SIGNATURE(S) SHOULD AGREE WITH THE NAME(S) APPEARING HEREON.
EXECUTORS, ADMINISTRATORS, TRUSTEES, GUARDIANS, CUSTODIANS 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.
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