<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 14a-12
STERIS Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(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).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
/ / 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:
- --------------------------------------------------------------------------------
- ---------------
1Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2
STERIS CORPORATION
5960 Heisley Road Mentor, Ohio 44060
TO OUR SHAREHOLDERS:
The 1996 Annual Meeting of Shareholders of STERIS Corporation will be held
at 9:00 a.m., Eastern Daylight Time, on Thursday, July 25, 1996, at the
Company's headquarters at 5960 Heisley Road, Mentor, Ohio. At the Annual Meeting
shareholders will be asked to elect four directors, the names of whom are set
forth in the accompanying Proxy Statement, to serve until the 1998 Annual
Meeting. Management will also report on fiscal year 1996 results. We urge you to
attend the meeting and to vote FOR the nominees for Director listed in the Proxy
Statement.
The formal notice of the meeting and the Proxy Statement containing
information relative to the meeting follow this letter. We urge you to read the
Proxy Statement carefully.
PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING TO ASSURE YOUR SHARES WILL BE VOTED. If you do attend the
meeting, and the Board of Directors joins me in hoping that you will, there will
be an opportunity to revoke your proxy and to vote in person if you prefer.
Sincerely,
Bill R. Sanford SIGNATURE
BILL R. SANFORD
Chairman of the Board of Directors,
President, and Chief Executive
Officer
June 25, 1996
<PAGE> 3
STERIS CORPORATION
5960 Heisley Road Mentor, Ohio 44060
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JULY 25, 1996
The Annual Meeting of Shareholders of STERIS Corporation will be held at
9:00 a.m., Eastern Daylight Time, on Thursday, July 25, 1996, at the Company's
headquarters at 5960 Heisley Road, Mentor, Ohio, for the following purposes:
1. To elect four directors to serve until the 1998 Annual Meeting;
2. To receive the reports of officers; and
3. To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on June 17, 1996, as
the record date for determining shareholders entitled to notice of the meeting
and to vote.
The Company's integrated Annual Report to Shareholders and Form 10-K for
the year ended March 31, 1996, is being mailed to shareholders with the Proxy
Statement. The Proxy Statement accompanies this Notice.
By Order of the
Board of Directors
Michael A. Keresman, III SIG
MICHAEL A. KERESMAN, III
Senior Vice President, Chief
Financial Officer,
and Secretary
June 25, 1996
PLEASE SIGN AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED FOR THAT
PURPOSE, WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING. IF YOU
ATTEND THE ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN
PERSON.
<PAGE> 4
STERIS CORPORATION
5960 Heisley Road Mentor, Ohio 44060
PROXY STATEMENT
ANNUAL MEETING, JULY 25, 1996
THE PROXY AND This Proxy Statement is being mailed on or about June 25,
SOLICITATION 1996, to the shareholders of STERIS Corporation ("STERIS" or
the "Company") in connection with the solicitation by the
Board of Directors of the enclosed form of Proxy for the
Annual Meeting of Shareholders to be held at 9:00 a.m., Eastern Daylight Time,
on Thursday, July 25, 1996, at the Company's headquarters, 5960 Heisley Road,
Mentor, Ohio. Pursuant to the Ohio General Corporation Law, a shareholder may
revoke a writing appointing a Proxy either by giving notice to the Company in
writing or in open meeting. The cost of soliciting the Proxy will be borne by
the Company.
PURPOSES OF The Annual Meeting has been called for the purposes of (1)
ANNUAL MEETING electing directors of the class whose term of office expires
in 1998, (2) receiving the reports of officers, and (3)
transacting such other business as may properly come before the meeting.
The three persons named in the enclosed Proxy have been selected by the
Board of Directors and will vote shares represented by valid Proxies. They have
indicated that, unless otherwise specified in the Proxy, they intend to vote to
elect as directors of Class II the four nominees listed on page 4.
STERIS has a classified board system that divides its eight member Board of
Directors into Classes I (comprised of four directors) and II (comprised of four
directors), the members of which serve staggered terms. The terms of the current
Class II Directors expire at the 1996 Annual Meeting. All four of the nominees
for election at the 1996 Annual Meeting are incumbent members of the Board of
Directors and were elected by the shareholders at the 1994 Annual Meeting.
The Board of Directors has no reason to believe that any of the nominees
will be unable to serve as a director. In the event, however, of the death or
unavailability of any nominee or nominees, the Proxy to that extent will be
voted for such other person or persons as the Board of Directors may recommend.
The Company has no knowledge of any other matters to be presented for vote
to the shareholders at the Annual Meeting. In the event other matters do
properly come before the meeting, the persons named in the Proxy will vote in
accordance with their judgment on such matters.
VOTING The Company has 33,144,380 Common Shares outstanding and
SECURITIES entitled to vote at the Annual Meeting, each of which is
entitled to one vote. The Board of Directors has fixed the
close of business on June 17, 1996, as the record date for determining the
shareholders entitled to notice of the meeting and to vote. Under the Ohio
General Corporation Law, the shares may be voted cumulatively in the election
of directors if (a) notice in writing is given by any shareholder to the
President, a Vice President, or the Secretary of the Company not less than
forty-eight hours before the time fixed for holding the meeting that the
shareholder desires the voting in the election to be cumulative and (b) an
announcement of the giving of the notice is made upon the convening of the
meeting by the Chairman or the Secretary or by or on behalf of the shareholder
giving the notice. If voting in the election of directors is cumulative, each
1
<PAGE> 5
shareholder will have the right to cumulate the shareholder's votes and to give
one nominee a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which the shareholder's shares are
entitled, or the shareholder may distribute the shareholder's votes on the same
principle among two or more nominees. In the event of cumulative voting, the
persons named in the enclosed Proxy will vote the shares represented by valid
proxies on a cumulative basis for the election of the nominees listed on page 4
allocating the votes among the nominees in accordance with their best judgment.
Common Shares represented by properly executed proxies will be voted in
accordance with specifications made thereon. If no specification is made,
proxies will be voted FOR the election of the nominees named herein. Abstentions
and broker non-votes are tabulated in determining the votes present at a
meeting. Consequently, an abstention or a broker non-vote has the same effect as
a vote against a director nominee, as each abstention or broker non-vote would
be one less vote for a director nominee.
Directors are elected by a majority vote of those shareholders present or
represented by proxy at the Annual Meeting of Shareholders, provided that a
quorum is present or represented at the meeting.
OWNERSHIP OF The following table sets forth information furnished to the
VOTING SECURITIES Company with respect to the beneficial ownership of the
Company's Common Shares by each director and nominee, by the
executive officers named below, and by all directors and officers as a group,
each as of May 31, 1996.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
NAME BENEFICIALLY OWNED OF CLASS
---------------------------------------------------------- ------------------ --------
<S> <C> <C>
Bill R. Sanford (1)....................................... 745,000 2.2%
Raymond A. Lancaster (2)(3)............................... 10,906 *
Loyal W. Wilson (3)(4).................................... 27,720 *
J.B. Richey, II (3)....................................... 59,326 *
Jerry E. Robertson (3).................................... 10,906 *
Thomas J. Magulski (3)(5)................................. 24,334 *
Russell L. Carson (6)..................................... 175,587 *
Frank E. Samuel, Jr. (3)(5)............................... 24,334 *
Michael A. Keresman, III (7).............................. 176,900 *
J. Lloyd Breedlove (8)(9)................................. 188,429 *
Roy K. Malkin (10)........................................ 29,000 *
Craig E. Herrod (9)(11)................................... 150,904 *
All directors and officers as a group (16 persons) (12)... 1,683,350 4.9%
</TABLE>
- ---------------
* Less than one percent.
(1) Includes 745,000 Common Shares subject to options that are exercisable
within 60 days.
(2) Includes 2,000 shares held by Mr. Lancaster as custodian for his minor
children.
(3) Includes 10,000 shares (8,000 shares for Mr. Lancaster) subject to options
that are exercisable within 60 days, which options were granted pursuant to
the STERIS Corporation 1994 Nonemployee Directors Equity Compensation Plan
(the "Directors Plan"). Also includes 274 Restricted Common Shares granted
pursuant to the Directors Plan in July 1995. Directors who received the
July 1995 grant of Restricted Common Shares have sole voting control with
regard to those shares, regardless of the lapsing of restrictions. To date,
restrictions have lapsed on 234 of the 274 shares granted. Restrictions on
the remaining 40 shares are due to lapse on June 28, 1996.
(4) Includes 1,000 Common Shares as to which Mr. Wilson's wife has sole voting
power and sole dispositive power.
(5) Includes an additional 10,000 Common Shares subject to options that are
exercisable within 60 days.
2
<PAGE> 6
(6) Includes 2,254 Common Shares held in trust for the benefit of Mr. Carson's
children. Mr. Carson disclaims beneficial ownership of these shares.
(7) Includes 175,500 Common Shares subject to options that are exercisable
within 60 days. Also includes 1,380 Common Shares held by the Keresman
Family Trust, with regard to which Mr. Keresman has voting and dispositive
control as trustee.
(8) Includes 187,000 Common Shares subject to options that are exercisable
within 60 days.
(9) Common Shares owned by participants of the STERIS Corporation 401(k) Plan
and Trust are reflected as of May 31, 1996, the most recent accounting
available.
(10) Includes 29,000 Common Shares subject to options that are exercisable
within 60 days.
(11) Includes 150,500 Common Shares subject to options that are exercisable
within 60 days.
(12) Includes 1,424,500 Common Shares subject to options that are exercisable
within 60 days and 1,644 Restricted Common Shares.
Based on Company records and information, the Company believes that all
Securities and Exchange Commission filing requirements applicable to directors
and executive officers during the fiscal year ended March 31, 1996, were
complied with.
3
<PAGE> 7
BOARD OF The following provides, as of June 12, 1996, as to nominees
DIRECTORS and directors whose terms of office will continue after the
Annual Meeting, the principal occupation and employment, age,
the year in which each became a director of the Company, and directorships in
companies having securities registered pursuant to the Securities Exchange
Act of 1934, as amended.
NOMINEES FOR TERMS EXPIRING AT THE ANNUAL
MEETING IN 1998 (CLASS II DIRECTORS)
JERRY E. ROBERTSON (age 63) joined the Company's Board of Directors in
1994. Dr. Robertson retired from 3M Company in March 1994 where he most recently
served (since 1986) as Executive Vice President, Life Sciences Sector and
Corporate Services and as a member of the Board of Directors. Dr. Robertson is
also currently a member of the Boards of Directors of Manor Care, Inc., Life
Technologies, Inc., Haemonetics Corporation, Coherent, Inc., Cardinal Health,
Inc., Medwave, Inc., and Allianz Life Insurance Company of North America.
Effective in July 1996 Dr. Robertson will become a member of the Board of
Directors of Choice Hotels International.
FRANK E. SAMUEL, JR. (age 55) joined the Company's Board of Directors in
1992. Since February 1995, Mr. Samuel has been the President of Edison
BioTechnology Center, a business formation organization for the State of Ohio in
the biotechnology, biomedical devices, and medical software fields. From January
1990 to February 1995, Mr. Samuel was an independent healthcare industry
consultant. From February 1984 through December 1989, Mr. Samuel was President
of the Health Industry Manufacturers Association, a national trade association
representing medical technology manufacturers. Mr. Samuel is also currently a
member of the Boards of Directors of Protocol Systems, Inc. and Life
Technologies, Inc.
BILL R. SANFORD (age 52) has served as Chairman of the Board of Directors,
President, and Chief Executive Officer of the Company since April 1, 1987. Mr.
Sanford is also currently a member of the Board of Directors of KeyBank National
Association.
LOYAL W. WILSON (age 48) joined the Company's Board of Directors in 1987.
Mr. Wilson has been a Managing Partner of Primus Venture Partners since its
inception in 1983.
CONTINUING DIRECTORS WHOSE TERMS EXPIRE
AT THE ANNUAL MEETING IN 1997 (CLASS I DIRECTORS)
RAYMOND A. LANCASTER (age 50) joined the Company's Board of Directors in
1988. Since February 1995, Mr. Lancaster has held the position of Managing
Partner of Kirtland Capital Partners II L.P., a middle market leveraged buyout
partnership. From 1990 to 1994, Mr. Lancaster was Managing Director of Key
Equity Capital Corporation, a wholly-owned subsidiary of KeyCorp.
THOMAS J. MAGULSKI (age 52) joined the Company's Board of Directors in
1989. Mr. Magulski has served as President and Chief Operating Officer of VERSA
Technologies, Inc. since December 1993. Mr. Magulski was President of Dover
Partners, a consulting firm, from March 1992 to December 1993. From 1985 to
March 1992, Mr. Magulski was Vice President of Intertech Resources Inc., a
manufacturer and marketer of anesthesia and respiratory care supplies.
J.B. RICHEY (age 59) joined the Company's Board of Directors in 1987. Since
1984, Mr. Richey has been Senior Vice President of Invacare Corporation, a
provider of home healthcare medical equipment. Mr. Richey is also currently a
member of the Boards of Directors of Invacare Corporation and Royal Appliance
Manufacturing Company.
RUSSELL L. CARSON (age 52) joined the Company's Board of Directors in May
1996 in connection with the merger pursuant to which AMSCO International, Inc.
("AMSCO") became a wholly-owned subsidiary of STERIS. Mr. Carson had served on
the AMSCO Board of Directors from 1987 to 1996. Mr. Carson has been a General
Partner of Welsh, Carson, Anderson & Stowe, a private investment partnership
since 1979. Mr. Carson is also currently a member of the Boards of Directors of
Quorum
4
<PAGE> 8
Health Group, Inc., Health Management Systems, Inc., National Surgery Centers,
Inc., and American Oncology Resources, Inc.
BOARD MEETINGS During the fiscal year ended March 31, 1996, there were 9
AND COMMITTEES meetings of the Company's Board of Directors. The Company's
Board of Directors has a Compensation Committee and an Audit
Committee. The Compensation Committee makes recommendations concerning
salaries and other compensation for employees of and consultants to the Company
and administers the Company's Non-Qualified Stock Option Plan (the "Option
Plan"), the STERIS Corporation 1994 Equity Compensation Plan (the "1994 Equity
Plan"), and the Directors Plan. The Audit Committee reviews the results and
scope of the audit and other services provided by the Company's independent
auditors. Messrs. Lancaster, Robertson, and Wilson are the current members of
the Compensation Committee and Messrs. Magulski, Richey, and Samuel are the
current members of the Audit Committee. During the fiscal year ended March 31,
1996, there was one meeting of the Compensation Committee and one meeting of
the Audit Committee. Each director attended at least 75% of the aggregate
number of meetings held by the Board of Directors and all committees on
which he served.
COMPENSATION OF Shown below is information concerning the annual, long-term,
EXECUTIVE OFFICERS and other compensation for services in all capacities to the
Company for the fiscal years ended March 31, 1996, 1995, and
1994 of those persons who were, at March 31, 1996, (i) the chief executive
officer and (ii) the four other most highly compensated executive officers of
the Company (the "Named Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM ALL
ANNUAL COMPENSATION COMPENSATION OTHER
AWARDS COMPENSATION
------------------- ------------ ------------
PRINCIPAL POSITION YEAR SALARY BONUS(1) OPTIONS(2)
- ------------------------------------- ---- -------- -------- ------------
<S> <C> <C> <C> <C> <C>
Bill R. Sanford...................... 1996 $236,923 $264,000 40,000
Chairman of the Board, President, 1995 198,462 182,400 80,000
and Chief Executive Officer 1994 178,270 180,000
J. Lloyd Breedlove................... 1996 $136,923 101,294 16,000
Senior Vice President 1995 129,231 88,244 30,000
1994 118,847 89,785 40,000
Michael A. Keresman, III............. 1996 $118,846 $ 96,000 20,000
Senior Vice President, Chief 1995 103,846 65,913 30,000
Financial Officer, and Secretary 1994 88,847 58,978 50,000
Roy K. Malkin(3)..................... 1996 $120,261 $ 30,079 16,000 $ 15,758(4)
Senior Vice President 1995 80,825 62,265 50,000 1,568(4)
Craig E. Herrod...................... 1996 $ 99,231 $ 53,897 10,000
Vice President 1995 90,000 56,322 20,000
1994 85,866 58,000 40,000
</TABLE>
- ---------------
(1) Amounts are those awarded under the Management Incentive Compensation Plan
for the respective fiscal years.
(2) The number of Common Shares underlying options for the fiscal years ended
1996, 1995, and 1994 have been adjusted to reflect a 2-for-1 stock split by
means of a 100% stock dividend on the Company's Common Shares that was
effective August 24, 1995.
(3) Mr. Malkin joined the Company as Senior Vice President on July 25, 1994 and
the table reflects all compensation earned by Mr. Malkin as an executive
officer for the fiscal years ended March 31, 1995 and March 31, 1996. Prior
to becoming an executive officer, Mr. Malkin provided consulting services to
STERIS through a personal services corporation, R.K.M. Enterprises Ltd. The
Com-
5
<PAGE> 9
pany paid R.K.M. Enterprises Ltd. $54,848.88 for consulting services
rendered during the period from April 1, 1994 through July 24, 1994.
(4) Represents reimbursement for costs associated with relocation.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
The following table sets forth, for each of the Named Officers, the
exercise of options to purchase the Company's Common Shares during the fiscal
year ended March 31, 1996, and the year-end value of unexercised options to
purchase the Company's Common Shares granted in the last fiscal year and in
prior years and held by the Named Officers at March 31, 1996. Except as noted
below, all options were granted to the Named Officers under the Option Plan and
the 1994 Equity Plan.
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
------------------------------------
NUMBER OF FISCAL YEAR-END FISCAL YEAR-END(2)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED(1) UNEXERCISABLE UNEXERCISABLE
- -------------------------------------- --------------- ----------- --------------- ------------------
<S> <C> <C> <C> <C>
Bill R. Sanford....................... 120,000(3) $ 3,596,873 715,000/ $ 19,914,187/
125,000 2,134,375
J. Lloyd Breedlove.................... 28,000 $ 789,125 165,500/ $ 4,460,844/
58,500 1,056,031
Michael A. Keresman, III.............. 10,000 $ 199,167 150,500/ $ 3,966,884/
67,500 1,211,406
Roy K. Malkin......................... -- -- 12,500/ $ 250,000/
53,500 924,000
Craig E. Herrod....................... -- -- 133,000/ $ 3,552,811/
45,000 845,938
</TABLE>
- ---------------
(1) Excess of market price on date of exercise over exercise price.
(2) Excess of $30.00 (market price at year-end) over exercise price.
(3) Granted in 1987 under a separate option agreement with Mr. Sanford.
OPTION GRANTS DURING LAST FISCAL YEAR
The following table sets forth information with respect to the stock
options granted to the Named Officers pursuant to the 1994 Equity Plan during
the fiscal year ended March 31, 1996.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
OPTIONS RATES OF STOCK
GRANTED TO APPRECIATION OVER TEN
OPTIONS EMPLOYEES EXERCISE YEAR OPTION TERM
GRANTED IN FISCAL PRICE PER EXPIRATION ---------------------
NAME (1) YEAR SHARE DATE 5% 10%
- ------------------------------- ------- ---------- --------- ------------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Mr. Sanford.................... 40,000 13.33% $19.125 May 19, 2005 $486,111 $1,234,818
Mr. Breedlove.................. 16,000 5.33% 19.125 May 19, 2005 194,445 493,927
Mr. Keresman................... 20,000 6.67% 19.125 May 19, 2005 243,056 617,409
Mr. Malkin..................... 16,000 5.33% 19.125 May 19, 2005 194,445 493,927
Mr. Herrod..................... 10,000 3.33% 19.125 May 19, 2005 121,528 308,704
</TABLE>
- ---------------
(1) The above nonqualified stock options were granted on April 19, 1995 under
the 1994 Equity Plan. In general, options granted under the 1994 Equity Plan
vest in equal annual increments over a four-year period from the date of
grant.
BOARD Each director who is not an employee of the Company is paid a
COMPENSATION retainer of $12,000 per year plus $1,000 for each Board
meeting attended in excess of four meetings per year and $500
for each committee meeting attended in excess of two committee meetings per
year. Under the Directors Plan (a) $7,000 of the annual retainer is paid in
Restricted Common Shares, and (b) each director automatically receives a stock
option for 5,000 of the Company's Common Shares at the beginning of each year
of service on the Board. The Restricted Common Shares are subject to forfeiture
if the director does not serve for a full year following grant of
6
<PAGE> 10
those shares. All directors are reimbursed for certain expenses in connection
with attendance at Board and committee meetings.
REPORT OF The Board of Directors of the Company has delegated to the
COMPENSATION Compensation Committee responsibility for determining
COMMITTEE executive compensation. The Committee is comprised of three
independent nonemployee directors who have no interlocking relationships with
the Company as defined by the Securities and Exchange Commission.
The Company has adopted, and the Compensation Committee has approved, a
compensation policy for executives under which a significant portion of current
compensation during each fiscal year is linked directly to the Company's
performance in that year and a significant portion of total compensation is
provided in the form of stock options, thereby linking total compensation to the
long-term performance of the Company's stock.
The Compensation Committee has determined that this compensation policy
will better enable the Company to attract and retain qualified individuals as
executives and to motivate those individuals to perform to their highest
abilities and work toward the achievement of annual performance goals that will
increase shareholder value.
The Company's Management Incentive Compensation Plan provides for payment
of bonuses to participants if the Company achieves certain pre-tax income and
net revenue objectives set by the Board of Directors. For fiscal 1996, the Plan
provided for maximum potential bonuses equal to from 15% to 110% of a
participant's base salary. Based upon the extent to which the Company achieved
the pre-tax income and net revenue objectives set by the Board of Directors for
fiscal 1996, all of the executive officers of the Company received bonuses under
the Management Incentive Compensation Plan.
Effective April 24, 1995, in conjunction with a general adjustment of base
salaries of all executive officers, the Compensation Committee set Mr. Sanford's
base salary at $240,000 per annum. The Compensation Committee determined that
this level of base salary was appropriate in view of the primary role played by
Mr. Sanford in the management of the Company and the financial performance of
the Company through that date. For fiscal 1996, based upon the extent to which
the Company achieved the pre-tax income and net revenue objectives set by the
Board of Directors for that year for purposes of the Management Incentive
Compensation Plan, Mr. Sanford was paid a bonus of $264,000.
The Compensation Committee has developed a practice of considering the
grant of options to key employees each year and has followed this practice in
the case of Mr. Sanford. In accordance with that practice, the Compensation
Committee granted to Mr. Sanford, on April 19, 1995, a nonqualified stock option
to purchase 40,000 Common Shares at a price of $19.125 per share. The
Compensation Committee believes that the practice of granting annual options to
Mr. Sanford is appropriate in recognition of the continuing performance of the
Company under his direction following the Company's initial public offering and
as an additional incentive for continuing efforts by Mr. Sanford to enhance the
value of the Company's Common Shares.
It is the judgment of the Compensation Committee that the compensation
program described above and the levels of compensation paid to executive
officers of the Company during fiscal 1996 are appropriate based on the
performance of the Company and its executive officers and the need to provide
competitive levels of compensation to retain and to motivate those executives to
continue providing services to the Company.
Compensation Committee
Board of Directors
Raymond A. Lancaster
Jerry E. Robertson
Loyal W. Wilson
7
<PAGE> 11
STOCK PERFORMANCE GRAPH
The following graph shows the cumulative performance for STERIS
Corporation's Common Shares over the last forty-five months compared with the
performance of the NASDAQ Stock Market - US Index and the NASDAQ Health Services
Index.
The graph assumes $100 invested in the Company's Common Shares as of June
1, 1992, the date of the Company's Initial Public Offering (at $7.00 per share),
and $100 invested in the NASDAQ Index and the NASDAQ Health Services Index as of
May 31, 1992. The performance shown is not necessarily indicative of future
performance.
COMPARISON OF 45 MONTH CUMULATIVE TOTAL RETURN*
AMONG STERIS CORPORATION, THE NASDAQ STOCK MARKET-US INDEX
AND THE NASDAQ HEALTH SERVICES INDEX
6/1/92 3/93 3/94 3/95 3/96
Steris Corporation 100 232 336 571 857
NASDAQ Stock Market-US 100 119 128 142 193
NASDAQ Health Services 100 102 134 155 187
*$100 INVESTED ON 06/01/92 IN STOCK OR ON 05/31/92 IN INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING MARCH 31.
8
<PAGE> 12
1997 The deadline for shareholders to submit proposals to be
SHAREHOLDER considered for inclusion in the Proxy Statement for the 1997
PROPOSALS Annual Meeting of Shareholders is expected to be February 28,
1997. In the event, however, that the date of the 1997 Annual Meeting is
changed by more than 30 calendar days from the date currently contemplated, a
proposal must be received by the Company a reasonable time before the
solicitation in connection with the meeting is made.
INDEPENDENT Ernst & Young has been appointed as the Company's independent
AUDITOR auditor for the fiscal year ending March 31, 1997, pursuant to
the recommendations of the Audit Committee of the Board of
Directors. A representative of Ernst & Young is expected to be present at the
meeting with an opportunity to make a statement if he desires to do so and to
answer appropriate questions with respect to that firm's audit of the Company's
financial statements and records for the fiscal year ended March 31, 1996.
ANNUAL The integrated Annual Report and Form 10-K of the Company for
REPORT the fiscal year ended March 31, 1996, which includes financial
statements for the Company for the fiscal year then ended, is
being mailed to each shareholder of record with this Proxy Statement.
By Order of the Board of Directors
Michael A. Keresman, III SIG
MICHAEL A. KERESMAN, III
Secretary
June 25, 1996
9
<PAGE> 13
STERIS CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 25, 1996
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
P
R At the Annual Meeting of Shareholders of the Company to be held on
O July 25, 1996, and at any adjournment thereof, Bill R. Sanford,
X Raymond A. Lancaster, and Loyal W. Wilson, and each of them, with
Y full power of substitution in each (the "Proxies"), are hereby
authorized to represent me and to vote my shares on the following:
<TABLE>
<S> <C>
Electing directors of a class to serve for a two-year term (change of address)
of office expiring at the Company's 1998 Annual Meeting _____________________________________
of Shareholders ("Class II" Directors). The nominees of the _____________________________________
Board of Directors for Class II are: _____________________________________
_____________________________________
Jerry E. Robertson, Frank E. Samuel, Jr., Bill R. Sanford, (If you have written in the above
and Loyal W. Wilson space, please mark the corresponding
box on the reverse side of this card.)
</TABLE>
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED TO ELECT AS
CLASS II DIRECTORS THE NOMINEES LISTED ABOVE. -------------
| SEE REVERSE |
| SIDE |
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<PAGE> 14
<TABLE>
<S> <C> <C>
X PLEASE MARK YOUR SHARES IN YOUR NAME
VOTES AS IN THIS
EXAMPLE.
FOR WITHHELD
1. Election of / / / / 2. In their discretion, the Proxies are authorized to
Directors vote upon such other business as may properly
and come before the meeting or any adjournment
(see reverse) thereof and matters incident to the conduct of
the meeting.
For, except vote withheld from the following
nominee(s):
---------------------------------------------
Change / /
of
Address
Attend / /
Meeting
SIGNATURE(S) ___________________________________________________ DATE _______________
SIGNATURE(S) ___________________________________________________ DATE _______________
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such.
</TABLE>
<PAGE> 15
DIRECTION CARD
STERIS CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 25, 1996
INSTRUCTIONS FOR VOTING SHARES HELD BY KEY TRUST COMPANY OF OHIO, N.A.,
TRUSTEE UNDER THE STERIS CORPORATION 401(k) PLAN AND TRUST (THE "PLAN")
Pursuant to the Plan, I hereby direct Key Trust Company of Ohio,
N.A., as Trustee, to vote in person or by proxy all Common Shares
of the Corporation credited to my stock fund account under the Plan
at the Annual Meeting of Shareholders to be held on July 25, 1996,
and at any adjournment thereof, as specified, on all matters coming
before said meeting.
<TABLE>
<S> <C>
Electing directors of a class to serve for a two-year term of office (change of address)
expiring at the Company's 1998 Annual Meeting of Shareholders ("Class __________________________________________
II" Directors). The nominees of the Board of Directors for Class II __________________________________________
are: __________________________________________
Jerry E. Robertson, Frank E. Samuel, Jr., Bill R. Sanford and Loyal __________________________________________
W. Wilson (If you have written in the above space,
please mark the corresponding box on the
reverse side of this card.)
</TABLE>
IF THE TRUSTEE DOES NOT RECEIVE YOUR INSTRUCTIONS FOR VOTING, IT
WILL VOTE THE SHARES CREDITED TO YOUR STOCK FUND ACCOUNT IN THE SAME
PROPORTION AS IT VOTES THOSE SHARES WITH RESPECT TO WHICH IT DOES
RECEIVE VOTING INSTRUCTIONS REGARDING THE ELECTION OF THE NOMINEES
FOR DIRECTOR LISTED ABOVE AND ALL OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING.
DIRECTION CARDS MUST ARRIVE AT THE OFFICES OF KEYCORP SHAREHOLDER
SERVICES, INC., THE TABULATING AGENT, NO LATER THAN JULY 22, 1996
FOR TABULATION.
---------------
| SEE REVERSE |
| SIDE |
---------------
<PAGE> 16
<TABLE>
<S> <C> <C>
X PLEASE MARK YOUR SHARES IN YOUR NAME
VOTES AS IN THIS
EXAMPLE.
FOR WITHHELD
1. Election of / / / / 2. In its discretion, the Trustee is authorized to
Directors: vote upon such other business as may properly
and come before the meeting or any adjournment
(see reverse) thereof and matters incident to the conduct of
the meeting.
For, except vote withheld from the
following nominee(s):
________________________________________________
Change / /
of
Address
Attend / /
Meeting
SIGNATURE(S) _____________________________________________________________ DATE _________________
SIGNATURE(S) _____________________________________________________________ DATE _________________
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When signing
as attorney, executor, administrator, trustee or guardian, please give full title as such.
</TABLE>
<PAGE> 17
DIRECTION CARD
STERIS CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 25, 1996
INSTRUCTIONS FOR VOTING SHARES HELD BY PNC BANK, N.A., TRUSTEE
UNDER THE AMSCO EMPLOYEES' RETIREMENT ACCOUNT (THE "PLAN")
Pursuant to the Plan, I hereby direct PNC Bank, N.A., as Trustee,
to vote in person or by proxy all Common Shares of the Corporation
credited to my stock fund account under the Plan at the Annual
Meeting of Shareholders to be held on July 25, 1996, and at any
adjournment thereof, as specified, on all matters coming before
said meeting.
<TABLE>
<S> <C> <C> <C>
Electing directors of a class to serve for a two-year (change of address)
term of office expiring at the Company's 1998 Annual
Meeting of Shareholders ("Class II" Directors).
The nominees of the Board of Directors for Class _______________________________________
II are: _______________________________________
_______________________________________
Jerry E. Robertson, Frank E. Samuel, Jr., Bill R. Sanford, _______________________________________
and Loyal W. Wilson
(If you have written in the above space,
please mark the corresponding box on the
reverse side of this card.)
</TABLE>
IF THE TRUSTEE DOES NOT RECEIVE YOUR INSTRUCTIONS FOR VOTING, IT
WILL VOTE THE SHARES CREDITED TO YOUR STOCK FUND ACCOUNT AS DIRECTED
BY THE ADMINISTRATIVE COMMITTEE OF THE PLAN REGARDING THE ELECTION
OF THE NOMINEES FOR DIRECTOR LISTED ABOVE AND ALL OTHER MATTERS AS
MAY PROPERLY COME BEFORE THE MEETING.
DIRECTION CARDS MUST ARRIVE AT THE OFFICES OF KEYCORP SHAREHOLDER
SERVICES, INC., THE TABULATING AGENT, NO LATER THAN JULY 22, 1996
FOR TABULATION.
---------------
| SEE REVERSE |
| SIDE |
---------------
<PAGE> 18
<TABLE>
<S> <C> <C>
X PLEASE MARK YOUR SHARES IN YOUR NAME
VOTES AS IN THIS
EXAMPLE.
FOR WITHHELD
1. Election of / / / / 2. In its discretion, the Trustee is authorized to
Directors: vote upon such other business as may properly
and come before the meeting or any adjournment
(see reverse) thereof and matters incident to the
conduct of the meeting.
For, except vote withheld from the
following nominee(s):
_____________________________________
Change / /
of
Address
Attend / /
Meeting
SIGNATURE(S) _____________________________________________________________ DATE _______________
SIGNATURE(S) _____________________________________________________________ DATE _______________
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title as such.
</TABLE>
<PAGE> 19
DIRECTION CARD
STERIS CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 25, 1996
INSTRUCTIONS FOR VOTING SHARES HELD BY THE TRUSTEE UNDER THE
AMSCO 401(K) TAX DEFERRED SAVINGS PLAN (THE "PLAN")
Pursuant to the Plan, I hereby direct the Trustee to vote in person
or by proxy all Common Shares of the Corporation credited to my
stock fund account under the Plan at the Annual Meeting of
Shareholders to be held on July 25, 1996, and at any adjournment
thereof, as specified, on all matters coming before said meeting.
<TABLE>
<S> <C> <C>
Electing directors of a class to serve for a two-year term (change of address)
of office expiring at the Company's 1998 Annual Meeting of _______________________________________________
Shareholders ("Class II" Directors). The nominees of the Board _______________________________________________
of Directors for Class II are: _______________________________________________
_______________________________________________
Jerry E. Robertson, Frank E. Samuel, Jr., Bill R. Sanford,
and Loyal W. Wilson (If you have written in the above space, please
mark the corresponding box on the reverse side
of this card.)
</TABLE>
IF THE TRUSTEE DOES NOT RECEIVE YOUR INSTRUCTIONS FOR VOTING, IT
WILL VOTE THE SHARES CREDITED TO YOUR STOCK FUND ACCOUNT AS DIRECTED
BY THE ADMINISTRATOR OF THE PLAN REGARDING THE ELECTION OF THE
NOMINEES FOR DIRECTOR LISTED ABOVE AND ALL OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING.
DIRECTION CARDS MUST ARRIVE AT THE OFFICES OF KEYCORP
SHAREHOLDER SERVICES, INC., THE TABULATING AGENT, NO LATER THAN
JULY 22, 1996 FOR TABULATION.
-------------
| SEE REVERSE |
| SIDE |
-------------
<PAGE> 20
<TABLE>
<S> <C> <C>
X PLEASE MARK YOUR SHARES IN YOUR NAME
VOTES AS IN THIS
EXAMPLE.
FOR WITHHELD
1. Election of / / / / 2. In its discretion, the Trustee is authorized to
Directors: vote upon such other business as may properly come
and before the meeting or any adjournment thereof and matters
(see reverse) incident to the conduct of the meeting.
For, except vote withheld from the
following nominee(s):
___________________________________________
Change / /
of
Address
Attend / /
Meeting
SIGNATURE(S) _____________________________________________________________ DATE __________________
SIGNATURE(S) _____________________________________________________________ DATE __________________
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When signing
as attorney, executor, administrator, trustee or guardian, please give full title as such.
</TABLE>
