<PAGE> 1
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 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, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
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<PAGE> 2
STERIS CORPORATION
5960 Heisley Road Mentor, Ohio 44060
TO OUR SHAREHOLDERS:
The 1997 Annual Meeting of Shareholders of STERIS Corporation will be held
at 9:00 a.m., Eastern Daylight-Saving Time, on Thursday, July 24, 1997, at the
Company's headquarters at 5960 Heisley Road, Mentor, Ohio. At the Annual
Meeting, shareholders will be asked to elect three directors, the names of whom
are set forth in the accompanying Proxy Statement, to serve until the 1999
Annual Meeting and to approve a new stock option plan. Management will also
report on fiscal year 1997 results. We urge you to attend the meeting and to
vote both FOR the nominees for Director listed in the Proxy Statement and FOR
the STERIS Corporation 1997 Stock Option Plan.
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 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,
/s/ Bill R. Sanford
BILL R. SANFORD
Chairman of the Board, President,
and Chief Executive Officer
June 20, 1997
<PAGE> 3
STERIS CORPORATION
5960 Heisley Road Mentor, Ohio 44060
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JULY 24, 1997
The Annual Meeting of Shareholders of STERIS Corporation will be held at
9:00 a.m., Eastern Daylight-Saving Time, on Thursday, July 24, 1997, at the
Company's headquarters at 5960 Heisley Road, Mentor, Ohio, for the following
purposes:
1. To elect three directors to serve until the 1999 Annual Meeting;
2. To approve the STERIS Corporation 1997 Stock Option Plan;
3. To receive the reports of officers; and
4. To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on June 13, 1997, 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, 1997, is being mailed to shareholders with the Proxy
Statement. The Proxy Statement accompanies this Notice.
By Order of the Board of Directors
/s/ David C. Dvorak
DAVID C. DVORAK
Secretary
June 20, 1997
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 24, 1997
THE PROXY AND This Proxy Statement is being mailed on or about June 20,
SOLICITATION 1997, to the shareholders of STERIS Corporation ("STERIS" or
the "Company") of record as of the close of business on June
13, 1997 (the "Record Date"), 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-Saving
Time, on Thursday, July 24, 1997, 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 Proxies will be borne
by the Company. STERIS has engaged a professional proxy solicitation firm,
Georgeson & Company, Inc., to aid in the solicitation of Proxies, for whose
services the Company will pay a fee of not more than $10,000.
VOTING The Company has 33,931,069 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 13, 1997, 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
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 6,
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 and FOR the
approval of the STERIS Corporation 1997 Stock Option Plan. Abstentions and
broker non-votes, unless a broker's authority to vote on a particular matter is
limited, are tabulated in determining the votes present at a meeting.
Consequently, an abstention or a broker non-vote (assuming a broker has
unlimited authority to vote on the matter) has the same effect as a vote against
a director nominee or against approval of the STERIS Corporation 1997 Stock
Option Plan, as each abstention or broker non-vote would be one less vote for a
director nominee or for approval of the STERIS Corporation 1997 Stock Option
Plan.
Directors are elected and other actions are generally taken 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.
1
<PAGE> 5
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 1999, (2) approving the STERIS Corporation 1997 Stock
Option Plan, (3) receiving the reports of officers, and (4)
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 I the three nominees listed on page 6 and to approve
the STERIS Corporation 1997 Stock Option Plan which is summarized on pages 2
through 4.
ELECTION OF STERIS has a classified board system with the Board of
DIRECTORS Directors divided into two classes (Classes I and II), the
members of which serve staggered two-year terms. The terms of
the current Class I Directors expire at the 1997 Annual
Meeting. Russell L. Carson, who joined the Board of Directors as a Class I
Director in May, 1996 in connection with the merger of AMSCO International, Inc.
with a subsidiary of the Company, will not stand for re-election. Pursuant to
authority contained in the Company's Code of Regulations, the Board of Directors
has reset the number of directors in Class I to three. The nominees for election
at the 1997 Annual Meeting for each of the three seats in Class I are all
incumbent members of the Board of Directors who were elected by the shareholders
at the 1995 Annual Meeting.
The Board of Directors recommends a vote FOR the election of the three
nominees listed on page 6.
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.
APPROVAL OF THE On April 24, 1997, STERIS's Board of Directors adopted and
STERIS CORPORATION recommended that the shareholders approve the STERIS
1997 STOCK OPTION Corporation 1997 Stock Option Plan pursuant to which stock
PLAN options may be granted to key employees of STERIS and its
(THE subsidiaries and to directors of STERIS. The Option Plan
"OPTION PLAN") does not amend or otherwise affect STERIS's existing
employee stock option and equity compensation plans or its
existing directors equity compensation plan. As of April 24, 1997, there
remained available for grant of future options (a) 211,225 Common Shares under
the two existing plans providing for grants of options to employees and (b)
96,776 Common Shares under the existing plan providing for grants of options to
directors.
The Board of Directors is of the opinion that the ability to attract and
retain outstanding executives and other key employees is critical to the success
of STERIS. The Board believes that the continuing ability to grant stock options
is important to the achievement of this objective and that the proposed Option
Plan offers to key employees and directors a stronger identity of interest with
STERIS and its shareholders.
Attached as Exhibit A is a copy of the STERIS Corporation 1997 Stock Option
Plan.
THE FOLLOWING IS A Number of Shares Authorized. The maximum number of Common
SUMMARY OF THE Shares that may be issued under the Option Plan initially
STERIS CORPORATION is equal to 1% of the total number of Common Shares
1997 STOCK OPTION outstanding as of the Record Date and will be increased by
PLAN an additional 1% of the total number of Common Shares
outstanding as of the Record Date on January 1 of each year
beginning in 1998 and continuing through 2001, with the
effect that the maximum number of Common Shares authorized under the Option Plan
will not exceed 5% of the total number of Common Shares outstanding as of the
Record Date.
Types of Options. The Option Plan provides for the grant of options (which
may be "incentive stock options" within the meaning of Section 422 of the
Internal Revenue Code, or nonqualified
2
<PAGE> 6
options) (collectively, "Options"). The number of Common Shares remaining
available for grants of additional Options under the Option Plan at any
particular time will be reduced, upon the granting of any Option, by the full
number of Common Shares subject to that Option. If any Option for any reason
expires or is terminated, in whole or in part, without the receipt by an
employee or director of Common Shares (or the equivalent thereof in cash or
other property), the Common Shares subject to that part of the Option that has
so expired or terminated will again be available for the future grant of Options
under the Option Plan.
Participants. Grants of Options will be made by the Compensation Committee
of the Board of Directors. Options may be granted to key employees of STERIS and
its subsidiaries selected by the Compensation Committee, including officers
named in the Summary Compensation Table, and to directors of STERIS.
Option Terms. Options granted under the Option Plan will be subject to the
following terms and conditions:
Exercise Price of Options. The exercise price under an Option, whether an
incentive stock option or a nonqualified option, will be not less than the fair
market value of the Common Shares, as determined by the Compensation Committee,
on the date of grant. The closing sales price of STERIS Common Shares as
reported on the NASDAQ National Market System on May 30, 1997, was $36.375 per
share.
The exercise price may be paid in such form as the Compensation Committee
determines may be accepted, including, without limitation, cash, securities,
other property, including surrender of a part of an Option in connection with
the exercise of that Option, any combination thereof, or delivery of irrevocable
instructions to a broker to promptly deliver to STERIS the amount of sale or
loan proceeds from the Common Shares subject to the Option to pay the exercise
price. The Compensation Committee, in its sole discretion, may grant the right
to transfer Common Shares acquired upon the exercise of a part of an Option in
payment of the exercise price payable upon immediate exercise of a further part
of the Option.
Exercise and Term of Options. An Option may be exercised in one or more
installments at the time or times provided in the option instrument. Generally,
Options granted to employees will become exercisable with respect to one fourth
of the Common Shares covered by the Option on each of the first four
anniversaries of the date on which the Option was granted. Options granted under
the Option Plan will expire at the time set forth in the grant, which can be no
later than ten years after grant in the case of an incentive stock option and
ten years and one month after grant in the case of a nonqualified option. In
general, an Option may be exercised only while the optionee is either an
employee or a director. An Option may be exercised during the three months
following termination of an optionee's service for any reason other than
disability, death, or termination with cause. If an optionee's service is
terminated due to disability, an Option may be exercised during the one-year
period following such termination of service. Upon the death of the holder of an
Option during service or during the period following termination of service when
such Option may be exercised, the optionee's executor or administrator or a
permitted transferee of the Option may exercise the Option within a period of
one year after the optionee's death.
Transferability of Options. Unless otherwise determined by the
Compensation Committee, no Option may be transferred other than by will or by
the laws of descent and distribution or pursuant to a qualified domestic
relations order (a "QDRO") as defined in Section 414(p)(1)(B) of the Internal
Revenue Code. During an optionee's lifetime, only the optionee (or, in the case
of incapacity of an optionee, the optionee's attorney in fact or legal guardian,
or, in the case of an Option transferred pursuant to a QDRO, the optionee's
assignee) may exercise any Option.
Effect of Change of Control. Unless otherwise specified in the option
instrument, Options outstanding on the date of a change of control will be
accelerated so that all outstanding Options will become immediately exercisable
in full.
3
<PAGE> 7
Amendment and Term of the Option Plan. The Board of Directors or a duly
authorized committee thereof may amend the Option Plan, but no amendment may be
made without shareholder approval if shareholder approval (a) is required by any
applicable securities law or tax law or (b) is required by the rules of the
registered national securities association through whose inter-dealer quotation
system the Common Shares are quoted. Notwithstanding the foregoing, without
shareholder approval, no amendment may increase the aggregate number of shares
that may be issued under incentive stock options under the Option Plan.
The Option Plan will become effective on the date on which it is approved
by the shareholders of STERIS and will remain in effect thereafter through April
23, 2007, unless earlier terminated by action of the Board of Directors.
Federal Income Tax Consequences of Options. The following is a brief
general discussion of the anticipated income tax treatment of the grant and
exercise of Options to optionees and to STERIS under current provisions of the
Internal Revenue Code.
Incentive Stock Options. The grant of an incentive stock option to an
employee will have no immediate tax consequences to STERIS or the optionee. If
the optionee has remained an employee of STERIS or a subsidiary from the date of
grant until at least the day three months before the date of exercise (one year
before the date of exercise in the case of an employee who is disabled), the
optionee will recognize no taxable income and STERIS will not be entitled to any
tax deduction at the time of exercise of an incentive stock option. However, the
amount by which the fair market value of the acquired shares at the time of
exercise exceeds the exercise price will be an adjustment to an optionee's
alternative minimum taxable income for purposes of the alternative minimum tax.
If an optionee exercises an incentive stock option more than three months after
terminating employment (one year in the case of an employee who is disabled),
the exercise of the Option will be treated in the same manner as the exercise of
a nonqualified option.
If an optionee holds the shares received upon exercise of an incentive
stock option for at least two years after the date of grant and for at least one
year from the date of exercise, gain or loss on a subsequent sale of the shares
will be a long-term capital gain or loss. If an optionee disposes of shares
acquired upon exercise of an incentive stock option before these holding periods
are satisfied, the optionee generally will recognize compensation income equal
to the lesser of (a) the excess of the fair market value of the stock on the
exercise date over the exercise price or (b) the excess of the amount realized
on disposition over the exercise price. The amount received in excess of the
fair market value on the exercise date will be taxable as a short-term capital
gain, and any loss will be treated as short-term capital loss. Upon any such
premature disposition by an employee, STERIS will be entitled to a deduction in
the amount of compensation income realized by the employee. For purposes of
calculating the alternative minimum tax for the year of the disposition of a
share acquired upon exercise of an incentive stock option, any adjustment to
alternative minimum taxable income reported upon exercise of the incentive stock
option will be included in the basis of the share.
Nonqualified Options. The grant of a nonqualified option will have no
immediate tax consequences to STERIS or the optionee. An optionee will recognize
compensation income at the time of exercise of a nonqualified option in an
amount equal to the difference between the exercise price and the fair market
value on the exercise date of the acquired shares. STERIS will be entitled to a
deduction in the same taxable year and in the same amount as an optionee
recognizes compensation income as a result of the exercise of a nonqualified
option, provided that STERIS satisfies applicable withholding requirements.
The favorable vote of the holders of a majority of the STERIS Common Shares
present in person or by Proxy at the meeting is required to adopt the Option
Plan.
The Board of Directors recommends a vote FOR approval of the Option Plan.
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.
4
<PAGE> 8
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 executive, director and
nominee, by the executive officers named below, and by all
directors and executive officers as a group, each as of May 31, 1997.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
NAME BENEFICIALLY OWNED OF CLASS
---------------------------------------------------------- ------------------ --------
<S> <C> <C>
Bill R. Sanford(1)........................................ 887,500 2.6%
Raymond A. Lancaster(2)(3)................................ 18,355 *
Loyal W. Wilson(3)(4)..................................... 36,523 *
J.B. Richey(3)............................................ 64,575 *
Jerry E. Robertson(3)..................................... 16,155 *
Thomas J. Magulski (3)(5)................................. 29,583 *
Frank E. Samuel, Jr.(3)(5)................................ 29,583 *
Russell L. Carson(3)(6)................................... 154,521 *
Michael A. Keresman, III(7)............................... 193,650 *
J. Lloyd Breedlove(8)(9).................................. 202,439 *
Paul A. Zamecnik(10)...................................... 35,625 *
David C. Dvorak(9)(11).................................... 6,328 *
All directors and executive officers as a group (13
persons)(12)............................................ 1,674,912 4.8%
</TABLE>
- ---------------
* Less than one percent.
(1) Includes 701,000 Common Shares subject to options that are exercisable
within 60 days.
(2) Includes 2,200 Common Shares held by Mr. Lancaster as custodian for his
minor children and 1,000 Common Shares as to which Mr. Lancaster's wife has
sole voting power and sole dispositive power.
(3) Includes 15,000 Common Shares (13,000 Common Shares for Mr. Lancaster and
6,000 Common Shares for Mr. Carson) 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").
(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.
(6) Includes 1,127 Common Shares held in trust for the benefit of one of Mr.
Carson's daughters. Mr. Carson disclaims beneficial ownership of these
shares. Also includes 50,000 Common Shares held in the Carson Family
Charitable Trust, with regard to which Mr. Carson has voting and
dispositive control as trustee. Mr. Carson has served as a director of
STERIS from May 1996 through the 1997 Annual Meeting. Mr. Carson is not
standing for re-election.
(7) Includes 192,250 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 201,000 Common Shares subject to options that are exercisable
within 60 days.
(9) Common Shares owned by participants in the STERIS Corporation 401(k) Plan
and Trust are reflected as of May 31, 1997, the most recent accounting
available.
(10) Includes 35,625 Common Shares subject to options that are exercisable
within 60 days.
(11) Includes 6,250 Common Shares subject to options that are exercisable within
60 days.
(12) Includes 1,250,125 Common Shares subject to options that are exercisable
within 60 days.
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<PAGE> 9
The following table presents information derived from Schedule 13-Gs filed
with the Securities and Exchange Commission by persons beneficially owning more
than five percent of the Company's Common Shares outstanding as of March 31,
1997.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
---------------------------------- --------------------- ----------------
<S> <C> <C>
The Kaufmann Fund, Inc. 3,590,000 - Sole 10.57%
140 E. 45th Street Voting & Dispositive
43rd Floor Power
New York, NY 10017
</TABLE>
SECTION 16(A) Based on Company records and information, the Company
BENEFICIAL OWNERSHIP believes that all Securities and Exchange Commission filing
REPORTING COMPLIANCE requirements applicable to directors and executive officers
under Section 16(a) of the Securities Exchange Act of 1934,
as amended, for the fiscal year ended March 31, 1997, were
complied with.
BOARD OF The following provides as to nominees and directors whose
DIRECTORS 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 1999 (CLASS I DIRECTORS)
RAYMOND A. LANCASTER (age 51) 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 buy out
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 53) joined the Company's Board of Directors in
1989. Mr. Magulski has served as President, Chief Operating Officer, and a
member of the Board of Directors of VERSA Technologies, Inc. since December
1993. Mr. Magulski was President of Dover Partners, a consulting firm, from
March 1992 to December 1993.
J.B. RICHEY (age 60) 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, Royal Appliance
Manufacturing Company, and Unique Mobility, Inc.
CONTINUING DIRECTORS WHOSE TERMS EXPIRE
AT THE ANNUAL MEETING IN 1998 (CLASS II DIRECTORS)
JERRY E. ROBERTSON (age 64) 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., Allianz Life Insurance Company of North America, and Choice
Hotels International.
FRANK E. SAMUEL, JR. (age 57) 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.
6
<PAGE> 10
BILL R. SANFORD (age 53) has served as Chairman of the Board of Directors,
President, and Chief Executive Officer of the Company since April 1, 1987.
LOYAL W. WILSON (age 49) joined the Company's Board of Directors in 1987.
Mr. Wilson has been a Managing Director of Primus Venture Partners, Inc. since
its inception in 1983.
BOARD MEETINGS During the fiscal year ended March 31, 1997, there were five
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 stock option and equity compensation
plans. 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, Samuel, and Carson are the current members of the
Audit Committee. During the fiscal year ended March 31, 1997, there were three
meetings 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 the director served.
COMPENSATION OF Shown below is information concerning the annual, long-term,
EXECUTIVE and other compensation for services in all capacities to the
OFFICERS Company for the fiscal years ended March 31, 1997, 1996, and
1995 of those persons who were, at March 31, 1997, (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
ANNUAL COMPENSATION
COMPENSATION AWARDS
--------------------- ------------
PRINCIPAL POSITION YEAR SALARY BONUS(1) OPTIONS(2)
- --------------------------------------------- ---- -------- -------- ------------
<S> <C> <C> <C> <C>
Bill R. Sanford.............................. 1997 $321,101 $417,400 350,000
Chairman of the Board, President, 1996 236,923 264,000 40,000
and Chief Executive Officer 1995 198,462 182,400 80,000
J. Lloyd Breedlove........................... 1997 $165,034 $150,251 50,000
Senior Vice President 1996 136,923 101,294 16,000
1995 129,231 88,244 30,000
Michael A. Keresman, III..................... 1997 $160,241 $147,508 55,000
Senior Vice President and 1996 118,846 96,000 20,000
Chief Financial Officer 1995 103,846 65,913 30,000
Paul A. Zamecnik............................. 1997 $111,300 $ 73,154 12,500
Vice President 1996 86,346 55,809 10,000
1995 77,500 44,910 10,000
David C. Dvorak(3)........................... 1997 $ 99,961 $ 47,154 25,000
Vice President, General Counsel, and
Secretary
</TABLE>
- ---------------
(1) Amounts are those awarded under the Management Incentive Compensation Plan
for the respective fiscal year.
(2) The number of Common Shares underlying options for the fiscal years ended
1996 and 1995 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. Dvorak joined the Company as Vice President, General Counsel, and
Secretary in June 1996. The table reflects all compensation earned by Mr.
Dvorak as an executive officer during the fiscal year ended March 31, 1997.
Prior to becoming an executive officer, Mr. Dvorak practiced law with
Thompson Hine & Flory LLP from 1994 to 1996, and with Jones, Day, Reavis &
Pogue from 1991 to 1994.
7
<PAGE> 11
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, 1997, 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, 1997. Except as noted
below, all Options were granted to the Named Officers under either the Company's
1987 Amended and Restated Nonqualified Stock Option Plan or the Company's 1994
Equity Compensation Plan.
<TABLE>
<CAPTION>
VALUE OF
UNEXERCISED
NUMBER OF IN-THE-MONEY
UNEXERCISED OPTIONS
NUMBER OF OPTIONS AT AT FISCAL
SHARES FISCAL YEAR-END YEAR-END(2)
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED(1) UNEXERCISABLE UNEXERCISABLE
- ------------------------------------ -------------- ----------- --------------- -------------
<S> <C> <C> <C> <C>
Bill R. Sanford..................... 186,500(3) $ 4,600,330 1,003,500/ $12,158,107/
583,500 705,000
J. Lloyd Breedlove.................. -- -- 187,000/ $ 3,821,063/
87,000 435,813
Michael A. Keresman, III............ 12,000 359,252 163,500/ $ 3,177,603/
97,500 493,438
Paul A. Zamecnik.................... -- -- 22,500/ $ 332,813/
30,000 191,563
David C. Dvorak..................... -- -- 0/ $ 0/
25,000 0
</TABLE>
- ---------------
(1) Excess of market price on date of exercise over exercise price.
(2) Excess of $24.375(market price at fiscal 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 Company's 1994 Equity
Compensation Plan during the fiscal year ended March 31, 1997.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
OPTIONS RATES OF STOCK
GRANTED TO EXERCISE APPRECIATION OVER TEN
EMPLOYEES PRICE YEAR OPTION TERM
OPTIONS IN FISCAL PER EXPIRATION ------------------------
NAME GRANTED(1) YEAR SHARE DATE 5% 10%
- ------------------------ ---------- ---------- -------- --------------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Mr. Sanford............. 350,000 51.85% $26.6875 August 8, 2006 $5,937,448 $15,083,462
Mr. Breedlove........... 50,000 7.41% $26.6875 August 8, 2006 848,207 2,154,780
Mr. Keresman............ 55,000 8.15% $26.6875 August 8, 2006 933,027 2,370,258
Mr. Zamecnik............ 12,500 1.85% $26.6875 August 8, 2006 212,052 538,695
Mr. Dvorak.............. 25,000 3.70% $26.6875 August 8, 2006 424,103 1,077,390
</TABLE>
- ---------------
(1) All of these options were granted as nonqualified stock options on July 8,
1996 under the STERIS Corporation 1994 Equity Compensation Plan. In general,
options granted under the 1994 Equity Compensation Plan have and will vest
in equal annual increments over a four-year period from the date of grant.
8
<PAGE> 12
Effective February 28, 1997, the Company made a loan to Mr. Sanford in the
amount of $1,693,297.69 in connection with the exercise by Mr. Sanford of
options for 186,500 STERIS Common Shares that had been granted to Mr. Sanford in
1987 at the inception of his employment with STERIS. The options, if not
exercised, would have expired on April 2, 1997. The Compensation Committee
authorized the loan in view of its determination that it was in STERIS's best
interests to promote the ownership of Common Shares by management, in this
instance by enabling Mr. Sanford to exercise the options and hold all of the
shares received upon that exercise without the need to immediately sell the
shares or a major portion thereof to satisfy the substantial tax liability
incurred in connection with the exercise. The loan is evidenced by a full
recourse promissory note, bears interest at the rate of 6.38% per annum, and is
repayable in a lump sum on or before February 28, 2002. In addition, if and when
Mr. Sanford sells of any of the 186,500 STERIS Common Shares acquired upon the
exercise of the options, he is required to retire a proportionate part of the
principal and interest remaining due on the note.
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, $7,000 of the annual retainer is
paid in Restricted Common Shares and 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
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 Common Shares.
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 1997, the Plan
provided for target potential bonuses equal to from 20% to 100% of a
participant's base salary with provision for actual payouts at from 80% to 120%
of target levels depending upon attainment of plan objectives. 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 1997 (as amended to take
into account certain one-time effects of the integration of the operations of
AMSCO International, Inc. into the Company), bonuses were paid at target levels
under the Management Incentive Compensation Plan to all executive officers. In
addition, the Compensation Committee recommended, and the entire Board of
Directors unanimously approved, a one-time double quarterly bonus for the second
quarter of fiscal 1997 (ending September 30, 1996) payable to participants who
were STERIS Associates before the AMSCO merger in recognition of their
collective contributions to the consummation of that merger.
9
<PAGE> 13
Effective July 1, 1996, in conjunction with a general adjustment of base
salaries of all executive officers undertaken in connection with the integration
of AMSCO with and into the operations of the Company, the Compensation Committee
set Mr. Sanford's base salary at $350,000 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, the financial
performance of the Company through that date, and the increased duties and
responsibilities Mr. Sanford has assumed as a result of the AMSCO merger. For
fiscal 1997, 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 and taking into
account the one-time double quarterly bonus for the second quarter of fiscal
1997, Mr. Sanford was paid a bonus of $417,400.
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. On July 8, 1996, in accordance with that practice and
in recognition of Mr. Sanford's extraordinary efforts and success in positioning
the Company to allow it to acquire the much larger AMSCO by merger, the
Compensation Committee granted to Mr. Sanford a nonqualified stock option to
purchase 350,000 Common Shares at the then current market price of $26.6875 per
share. The Compensation Committee believes that both this most recent grant and
the general practice of granting annual options to Mr. Sanford are appropriate
in recognition of the continuing performance of the Company under his direction
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 1997 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
10
<PAGE> 14
STOCK PERFORMANCE GRAPH
The following graph shows the cumulative performance for STERIS
Corporation's Common Shares over the last fifty-seven 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, and $100 invested in
the NASDAQ Stock Market-US Index and the NASDAQ Health Services Index as of May
31, 1992. The performance shown is not necessarily indicative of future
performance.
COMPARISON OF 57 MONTH CUMULATIVE TOTAL RETURN*
AMONG STERIS CORPORATION, THE NASDAQ STOCK MARKET - US INDEX,
AND THE NASDAQ HEALTH SERVICES INDEX
DOLLARS
<TABLE>
<CAPTION>
6/01/92 3/93 3/94 3/95 3/96 3/97
<S> <C> <C> <C> <C> <C> <C>
Steris Corporation 100 232 336 571 857 696
NASDAQ Health Services 100 102 134 155 187 168
NASDAQ Stock Market-US 100 119 128 142 193 215
</TABLE>
*$100 INVESTED ON 6/01/92 IN STOCK OR ON 5/31/92 IN INDEX-INCLUDING
REINVESTMENT OF DIVIDENDS. FISCAL YEAR ENDING MARCH 31.
11
<PAGE> 15
1998 The deadline for shareholders to submit proposals to be
SHAREHOLDER considered for inclusion in the Proxy Statement for the 1998
PROPOSALS Annual Meeting of Shareholders is expected to be February 20,
1998. In the event, however, that the date of the 1998 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, 1998, 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, 1997.
ANNUAL The integrated Annual Report and Form 10-K of the Company for
REPORT the fiscal year ended March 31, 1997, 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
/s/ David C. Dvorak
DAVID C. DVORAK
Secretary
June 20, 1997
12
<PAGE> 16
EXHIBIT A
STERIS CORPORATION
1997 STOCK OPTION PLAN
1. Purpose. The purpose of this Plan is to provide to key Employees and to
Directors a proprietary interest in the Company and to thereby stimulate their
interest in the development and financial success of the Company. To achieve
these purposes, the Company may grant Options to selected Employees and
Directors, all in accordance with the terms and conditions hereinafter set
forth. Capitalized terms used in this Plan have the meanings ascribed to them in
Section 22, the last section hereof.
2. Administration.
2.1 Administrator. The Plan shall be administered by the Committee, which
shall consist of three or more Directors appointed from time to time by the
Board of Directors. Unless the Board of Directors determines otherwise, the
Committee shall be comprised solely of individuals who are "outside directors"
within the meaning of Section 162(m) of the Code and are "non-employee"
directors within the meaning of SEC Rule 16b-3. The Board of Directors may, in
its discretion, delegate to a committee or subcommittee of the Board of
Directors that does not meet the requirements set forth in the immediately
preceding sentence any or all of the authority and responsibility of the
Committee with respect to awards of Options to Participants who are not Section
16 Persons or "covered employees" for purposes of Section 162(m) of the Code at
the time any such delegated authority or responsibility is exercised. Such other
committee or subcommittee may consist of three or more directors who may, but
need not, be officers or employees of the Company or of any of its Subsidiaries.
To the extent that the Board of Directors has delegated to such other committee
or subcommittee the authority and responsibility of the Committee, all
references to the Committee in the Plan shall be to such other committee or
subcommittee.
2.2 Administrative Powers. The Committee shall have authority, subject to
the terms of the Plan, (a) to determine the Employees and Directors who are
eligible to receive Options under the Plan and the type, size, and terms of
Options to be granted to any Participant, the time or times at which Options
shall be exercisable or at which restrictions, conditions, and contingencies
shall lapse, and the terms and provisions of the instruments by which Options
shall be evidenced, (b) to establish any other restrictions, conditions, and
contingencies on Options in addition to those prescribed by the Plan, (c) to
interpret the Plan, and (d) to make all determinations necessary for the
administration of the Plan. The construction and interpretation by the Committee
of any provision of the Plan or any Option delivered pursuant to the Plan and
any determination by the Committee pursuant to any provision of the Plan or any
Option Instrument shall be final and conclusive. No member or alternate member
of the Committee shall be liable for any such action or determination made in
good faith. The Committee may act only by a majority of its members. Any
determination of the Committee may be made, without a meeting, by a writing or
writings signed by all of the members of the Committee. In addition, the
Committee may authorize any one or more of their number or any officer of the
Company to execute and deliver documents on behalf of the Committee and the
Committee may delegate to one or more employees, agents, or officers of the
Company, or to one or more third party consultants, accountants, lawyers, or
other advisors, such ministerial duties related to the operation of the Plan as
it may deem appropriate.
3. Eligibility. Options may be granted to any Employee or Director
selected by the Committee in its sole discretion.
4. Common Shares Subject to the Plan.
4.1 Maximum Number in the Aggregate. Subject to Section 4.3, the total
number of Common Shares as to which Options may be granted under the Plan as of
the date on which the Plan is approved by the shareholders of the Company shall
be equal to one percent (1%) of the total number of Common Shares outstanding as
of June 13, 1997 (the "Record Date"). Thereafter, on each January 1
A-1
<PAGE> 17
occurring during the term of the Plan through and including (but not after)
January 1, 2001, the number of Common Shares remaining available as to which
Options may be granted under the Plan shall be increased by an additional one
percent (1%) of the total number of Common Shares outstanding as of the Record
Date (with the effect that the maximum number of Common Shares authorized under
the Plan will not exceed five percent (5%) of the total number of Common Shares
outstanding as of the Record Date), provided, however, that the maximum number
of Common Shares remaining available for grants as of any January 1, taking into
account the additional one percent (1%) added as of that January 1, shall not
exceed three percent (3%) of the total number of Common Shares outstanding as of
the Record Date. Common Shares issued and distributed to Employees in connection
with Options granted under the Plan may be authorized and unissued Common
Shares, treasury Common Shares, or Common Shares acquired on the open market
specifically for distribution under the Plan, as the Board of Directors may from
time to time determine. Notwithstanding any other provision of the Plan, but
subject to adjustment under Section 10, the maximum number of Common Shares that
may be issued under the Plan pursuant to Incentive Stock Options shall be
500,000 Common Shares.
4.2 Maximum Number -- Per Participant. Subject to adjustment under Section
10, the maximum number of Options that may be granted to any particular
Participant in any calendar year during any part of which the Plan is in effect
shall be 500,000 Common Shares.
4.3 Charging of Shares. Common Shares subject to Options that are
forfeited, terminated, or canceled without having been exercised will again be
available for grant under the Plan, without reducing the number of Common Shares
available in any calendar year for grant of Options.
5. Options.
5.1 Types of Options. Options granted may be Incentive Stock Options or
Nonqualified Options, as the Committee may determine at the time of grant. The
Option Instrument pursuant to which any Incentive Stock Option is granted shall
specify that the Option granted thereby shall be treated as an Incentive Stock
Option. The Option Instrument pursuant to which any Nonqualified Option is
granted shall specify that the Option granted thereby shall not be treated as an
Incentive Stock Option.
5.2 Date of Grant of Options. The day on which the Committee authorizes
the grant of an Incentive Stock Option shall be the date on which that Option is
granted. The day on which the Committee authorizes the grant of a Nonqualified
Option shall be considered the date on which that Option is granted, unless the
Committee specifies a later date.
5.3 Exercise Price. The Exercise Price under any Option shall be not less
than the Fair Market Value of the Common Shares subject to the Option on the
date the Option is granted.
5.4 Option Expiration Date. The Option Expiration Date under any Incentive
Stock Option shall not be later than ten years from the date on which the Option
is granted. The Option Expiration Date under any Nonqualified Option shall not
be later than ten years and one month from the date on which the Option is
granted.
6. Exercise of Options.
6.1 Service Requirement. Except as otherwise provided in Section 7, an
Option may be exercised only while the Participant to whom the Option was
granted is in the employ of the Company or of a Subsidiary (or, in the case of a
Participant who is a nonemployee Director of the Company, while the Participant
remains a Director).
6.2 Vesting Schedule. Subject to the service requirement set forth in
Section 6.1, and unless otherwise specified by the Committee in the relevant
Option Instrument, each Option shall first become exercisable to the extent of:
(a) from and after the first anniversary date of the Option
Instrument, 25% of the Common Shares subject to the Option;
A-2
<PAGE> 18
(b) from and after the second anniversary date of the Option
Instrument, an additional 25% of the Common Shares subject to the Option;
(c) from and after the third anniversary date of the Option
Instrument, an additional 25% of the Common Shares subject to the Option;
and
(d) from and after the fourth anniversary date of the Option
Instrument, the remaining 25% of the Common Shares subject to the Option.
If, by reason of the application of Section 7, an Option may be exercised
at a time when a Participant is no longer in the service of the Company, and, on
the Service Termination Date, the Participant held any Options that were not
then otherwise fully exercisable, each such Option shall be exercisable as of
the Service Termination Date (i) to the extent that it was exercisable pursuant
to the foregoing schedule plus (ii) to the extent of an additional percentage
determined by multiplying 25% by a fraction the numerator of which is the number
of days between the Service Termination Date and the immediately preceding
anniversary date of the Participant's Option Instrument (or, if no anniversary
date has occurred, the numerator will be the number of days between the Service
Termination Date and the date of the grant of the Option) and the denominator of
which is 365. Once any portion of an Option becomes exercisable, that portion
shall remain exercisable until expiration or termination of the Option. A
Participant to whom an Option is granted may exercise the Option from time to
time, in whole or in part, up to the total number of Common Shares with respect
to which the Option is then exercisable, except that no fraction of a Common
Share may be purchased upon the exercise of any Option.
6.3 Procedure for Exercise. A Participant electing to exercise an Option
shall deliver to the Company (a) the Exercise Price payable in accordance with
Section 6.4 and (b) written notice of the election that states the number of
whole Common Shares with respect to which the Participant is exercising the
Option.
6.4 Payment For Common Shares. Upon exercise of an Option by a
Participant, the Exercise Price shall be payable by the Participant in cash or
in such other form of consideration as the Committee determines may be accepted,
including, without limitation, (a) by delivery by the Participant (with the
written notice of election to exercise) of irrevocable instructions to a broker
registered under the 1934 Act to promptly deliver to the Company the amount of
sale or loan proceeds to pay the Exercise Price, (b) in Common Shares (including
through an attestation procedure) or other property surrendered to the Company,
(c) by the surrender of all or part of the Option being exercised, or (d) by a
combination of the foregoing methods, as and to the extent permitted by the
Committee. Property for purposes of this section shall include an obligation of
the Company unless prohibited by applicable law. Common Shares surrendered in
connection with the exercise of an Option shall be valued at their Fair Market
Value on the date of exercise. Any other property so surrendered shall be valued
at its fair market value on any reasonable basis established or approved by the
Committee. Any Common Shares surrendered to the Company in connection with the
exercise of an Option (including by attestation) will again be available for
grant under the Plan, without reducing the number of Common Shares otherwise
available in any calendar year for grant of Options.
7. Termination of Service. After a Participant's Service Termination
Date, the rules set forth in this Section 7 shall apply. All factual
determinations with respect to the termination of a Participant's employment or
service as a Director, as the case may be, that may be relevant under this
Section 7 shall be made by the Committee in its sole discretion.
7.1 Termination Other Than Upon Death or Disability or for Cause. Upon
any termination of a Participant's service for any reason other than the
Participant's disability or death or the Participant's termination for Cause,
unless otherwise provided in the relevant Option Instrument, the Participant
shall have the right, during the period ending three months after the Service
Termination Date, but not later than the Option Expiration Date, to exercise any
Options that were outstanding on the Service Termination Date, if and to the
same extent as those Options were exercisable by the Participant on the Service
Termination Date.
A-3
<PAGE> 19
7.2 Termination Due To Disability. Upon any termination of a
Participant's service due to disability, unless otherwise provided in the
relevant Option Instrument, the Participant, or the Participant's
Representative, shall have the right to exercise, from time to time during the
period ending one year after the Service Termination Date, but not later than
the Option Expiration Date, any Options that were outstanding on the Service
Termination Date, if and to the same extent those Options were exercisable by
the Participant on the Service Termination Date.
7.3 Death of a Participant. Upon the death of a Participant while in the
service of the Company or any Subsidiary as an Employee or in the service of the
Company as a Director or within any of the periods referred to in either of
Sections 7.1 or 7.2 during which any particular Option remains potentially
exercisable, unless otherwise provided in the relevant Option Instrument (in
which the Committee may specify a different period of extension of the Option
Expiration Date in the event of the death of the Participant), (a) if the Option
Expiration Date of any Nonqualified Option that had not expired before the
Participant's death would otherwise expire before the first anniversary of the
Participant's death, that Option Expiration Date shall automatically be extended
to the first anniversary of the Participant's death and (b) unless otherwise
provided in the relevant Option Instrument, all Options held by the Participant
at the date of the Participant's death shall become immediately exercisable in
full and the Participant's Representative shall have the right to exercise any
such Options from time to time during the period ending one year after the date
of the Participant's death, but not later than the Option Expiration Date.
7.4 Termination for Cause. Upon any termination of a Participant's
service with the Company or a Subsidiary for Cause, all of the Participant's
rights with respect to unexercised Options shall expire immediately before the
Service Termination Date.
8. Acceleration Upon Change of Control. Unless otherwise specified in the
relevant Option Instrument, upon the occurrence of a Change of Control of the
Company, each Option theretofore granted to any Participant that then remains
outstanding shall become immediately exercisable in full.
9. Transferability. Unless otherwise determined by the Committee, no
Option may be transferred other than by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order (as defined in
Section 414(p)(1)(B) of the Code) that satisfies the requirements of Section
414(p)(1)(A) of the Code. During a Participant's lifetime, only the Participant
(or in the case of incapacity of a Participant, the Participant's attorney in
fact or legal guardian) may exercise any Option.
10. Adjustment Upon Changes in Common Shares. In the event of any stock
dividend, stock split, or share combination of the Common Shares or any
reclassification, recapitalization, merger, consolidation, other form of
business combination, liquidation, or dissolution involving the Company or any
spin-off or other distribution to shareholders of the Company (other than normal
cash dividends), (a) the Committee shall make appropriate adjustments to the
maximum number of Common Shares that may be issued under the Plan pursuant to
Section 4.1 and (b) the Committee shall adjust the number and kind of shares
subject to, the price per share under, and the terms and conditions of each then
outstanding Option to the extent necessary and in such manner that the benefits
of Participants under all then outstanding Options shall be maintained
substantially as before the occurrence of such event. Any adjustment so made by
the Committee shall be conclusive and binding for all purposes of the Plan as of
such date as the Committee may determine.
11. Purchase For Investment. Each person acquiring Common Shares pursuant
to an Option may be required by the Company to furnish a representation that he
or she is acquiring the Common Shares so acquired as an investment and not with
a view to distribution thereof if the Company, in its sole discretion,
determines that such representation is required to insure that a resale or other
disposition of the Common Shares would not involve a violation of the Securities
Act of 1933, as amended, or of applicable blue sky laws. Any investment
representation so furnished shall no longer be applicable at any time such
representation is no longer necessary for such purposes.
A-4
<PAGE> 20
12. Withholding of Taxes. The Company will withhold from any payments of
cash made pursuant to the Plan such amount as is necessary to satisfy all
applicable federal, state, and local withholding tax obligations. The Committee
may, in its discretion and subject to such rules as the Committee may adopt from
time to time, permit or require a Participant to satisfy, in whole or in part,
any withholding tax obligation that may arise in connection with the grant of an
Option, the lapse of any restrictions with respect to an Option, the acquisition
of Common Shares pursuant to any Option, or the disposition of any Common Shares
received pursuant to any Option by such means as the Committee may determine
including, without limitation, by having the Company hold back some portion of
the Common Shares that would otherwise be delivered pursuant to the Option or by
delivering to the Company an amount equal to the withholding tax obligation
arising with respect to such grant, lapse, acquisition, or disposition in (a)
cash, (b) Common Shares, or (c) such combination of cash and Common Shares as
the Committee may determine. The Fair Market Value of the Common Shares to be so
held back by the Company or delivered by the Participant shall be determined as
of the date on which the obligation to withhold first arose. The Company may
apply the provisions of this Section 12 based upon generally applicable
withholding rates and without regard to any statutory minimum rate applicable to
special payments.
13. Options in Substitution for Options Granted by Other
Companies. Options, whether Incentive Stock Options or Nonqualified Options,
may be granted under the Plan in substitution for options held by employees of a
company who become Employees of the Company or a Subsidiary as a result of the
merger or consolidation of the employer company with the Company or a
Subsidiary, or the acquisition by the Company or a Subsidiary of the assets of
the employer company, or the acquisition by the Company or a Subsidiary of stock
of the employer company as a result of which it becomes a Subsidiary. The terms,
provisions, and benefits of the substitute Options so granted may vary from the
terms, provisions, and benefits set forth in or authorized by the Plan to such
extent as the Committee at the time of the grant may deem appropriate to
conform, in whole or in part, to the terms, provisions, and benefits of the
options in substitution for which they are granted.
14. Legal Requirements. No Options shall be granted and the Company shall
have no obligation to make any payment under the Plan, whether in Common Shares,
cash, or any combination thereof, except in compliance with all applicable
Federal and state laws and regulations, including, without limitation, the Code
and Federal and state securities laws.
15. Effective Date and Termination of the Plan. The Plan shall become
effective and shall be deemed to have been adopted on the date on which it is
approved by the shareholders of the Company and shall remain in effect
thereafter through April 23, 2007, unless earlier terminated by the Board of
Directors of the Company. In no event shall an Incentive Stock Option be granted
under the Plan more than ten years from the date the Plan is adopted by the
Board of Directors, or the date the Plan is approved by the shareholders of the
Company, whichever is earlier. No termination of the Plan shall adversely affect
the rights of any Participant with respect to any Option granted before the
effective date of the termination.
16. Amendments. Subject to any applicable shareholder approval
requirements of applicable law or the rules of the registered national
securities association through whose inter-dealer quotation system the Common
Shares are quoted, the Board of Directors, or a duly authorized committee
thereof, may alter or amend the Plan from time to time prior to its termination
in any manner the Board of Directors, or such duly authorized committee, may
deem to be in the best interests of the Company and its shareholders, except
that, without shareholder approval, no amendment shall increase the aggregate
number of shares that may be issued under Incentive Stock Options under the
Plan. The Committee shall have the authority to amend the terms and conditions
applicable to outstanding Options (a) in any case where expressly permitted by
the terms of the Plan or of the relevant Option Instrument or (b) in any other
case with the consent of the Participant to whom the Option was granted. Except
as expressly provided in the Plan or in the Option Instrument evidencing the
Option, the Committee may not, without the consent of the holder of an Option
granted under the Plan, amend the terms and conditions applicable to that Option
in a manner adverse to the interests of the Participant.
A-5
<PAGE> 21
17. Plan Noncontractual. Nothing herein contained shall be construed as a
commitment to or agreement with any person employed by the Company or a
Subsidiary or serving as a Director of the Company to continue such person's
employment or service as a Director with the Company or the Subsidiary, and
nothing herein contained shall be construed as a commitment or agreement on the
part of the Company or any Subsidiary to continue the employment, other service,
or the annual rate of compensation of any such person for any period. All
Employees shall remain subject to discharge and all Directors shall remain
subject to removal to the same extent as if the Plan had never been put into
effect.
18. Claims of Other Persons. The provisions of the Plan shall in no event
be construed as giving any person, firm, or corporation any legal or equitable
right against the Company or any Subsidiary, their officers, employees, agents,
or directors, except any such rights as are specifically provided for in the
Plan or are hereafter created in accordance with the terms and provisions of the
Plan.
19. Absence of Liability. No member of the Board of Directors of the
Company or a Subsidiary, of the Committee, of any other committee of the Board
of Directors, or any officer or Employee of the Company or a Subsidiary shall be
liable for any act or action under the Plan, whether of commission or omission,
taken by any other member, or by any officer, agent, or Employee, or, except in
circumstances involving his or her bad faith or willful misconduct, for anything
done or omitted to be done by himself or herself.
20. Severability. The invalidity or unenforceability of any particular
provision of the Plan shall not affect any other provision hereof, and the Plan
shall be construed in all respects as if such invalid or unenforceable provision
were omitted herefrom.
21. Governing Law. The provisions of the Plan shall be governed and
construed in accordance with the laws of the State of Ohio.
22. Definitions.
22.1 1934 Act. The term "1934 Act" means the Securities Exchange Act of
1934, as amended.
22.2 Board of Directors. The term "Board of Directors" means the Board of
Directors of the Company.
22.3 Cause. The Company shall be deemed to have "Cause" for the
termination of an Employee's employment if the Employee has committed any act or
series of acts determined by the Committee (in a determination made either
before or after the Service Termination Date) to warrant discharge from
employment, including, without limitation, any act of theft or dishonesty in
connection with the Employee's employment with the Company, any unauthorized
disclosure of confidential information belonging to the Company, or other
similar action.
22.4 Change of Control. A "Change of Control" shall be deemed to have
occurred if at any time or from time to time after the date of adoption of the
Plan:
(a) there is a report filed on Schedule 13D or Schedule 14D-1 (or any
successor schedule, form, or report), each as adopted under the 1934 Act,
disclosing the acquisition of 25% or more of the voting stock of the
Company in a transaction or series of transactions by any person (as the
term "person" is used in Section 13(d) and Section 14(d)(2) of the 1934
Act),
(b) during any period of 730 consecutive days or less, individuals who
at the beginning of such period constitute the Directors of the Company
cease for any reason to constitute at least a majority thereof unless the
election of each new Director of the Company was approved or recommended by
the vote of at least two-thirds of the Directors of the Company then still
in office who were Directors of the Company at the beginning of any such
period,
(c) the Company merges with or into or consolidates with another
corporation following approval of the shareholders of the Company of such
merger or consolidation and, after giving effect to such merger or
consolidation, less than fifty percent (50%) of the then outstanding voting
A-6
<PAGE> 22
securities of the surviving or resulting corporation represent or were
issued in exchange for voting securities of the Company outstanding
immediately prior to such merger or consolidation,
(d) there is a sale, lease, exchange, or other transfer (in one
transaction or a series of related transactions) of all or substantially
all of the assets of the Company following approval of the shareholders of
the Company of such transaction or series of transactions, or
(e) the shareholders of the Company shall approve any plan or proposal
for the liquidation or dissolution of the Company.
22.5 Code. The term "Code" means the Internal Revenue Code of 1986, as
amended.
22.6 Committee. The term "Committee" means the Compensation Committee of
the Board of Directors or such other committee or subcommittee designated by the
Board of Directors to administer the Plan.
22.7 Common Shares. The term "Common Shares" means common shares of the
Company without par value.
22.8 Company. The term "Company" means STERIS Corporation and its
successors, including the surviving or resulting corporation of any merger of
STERIS Corporation with or into, or any consolidation of STERIS Corporation
with, any other corporation or corporations.
22.9 Director. The term "Director" means any member of the Board of
Directors.
22.10 Disability. A Participant shall be deemed to have suffered a
"Disability" if and only if (a) the Participant has established to the
satisfaction of the Committee that the Participant is unable to perform the
Participant's normal duties and responsibilities with the Company by reason of a
medically determinable physical or mental impairment that can be expected to
result in death or that has lasted or can be expected to last for a continuous
period of not less than 12 months, all within the meaning of Section 22(e)(3) of
the Code and (b) the Participant has satisfied any other requirement that may be
imposed by the Committee.
22.11 Employee. The term "Employee" means any individual employed by the
Company or by any Subsidiary.
22.12 Exercise Price. The term "Exercise Price" with respect to an Option
means the price specified in the Option at which the Common Shares subject to
the Option may be purchased by the holder of the Option.
22.13 Fair Market Value. Except as otherwise determined by the Committee,
the term "Fair Market Value" with respect to Common Shares means the closing
sales price of the Common Shares as reported on the national securities exchange
on which the Common Shares are traded, or, if applicable, as reported on the
National Association of Securities Dealers Automated Quotation System ("NASDAQ")
National Market, on the date for which the determination of fair market value is
made or, if there are no sales of Common Shares on that date, then on the next
preceding date on which there were any sales of Common Shares. If the Common
Shares are not or cease to be traded on a national securities exchange or on the
NASDAQ National Market, the "Fair Market Value" of Common Shares shall be
determined in the manner prescribed by the Committee.
22.14 Incentive Stock Option. The term "Incentive Stock Option" means an
Option intended by the Committee to qualify as an "incentive stock option"
within the meaning of Section 422 of the Code.
22.15 Nonqualified Option. The term "Nonqualified Option" means an Option
intended by the Committee not to qualify as an "incentive stock option" under
Section 422 of the Code.
22.16 Option. The term "Option" means an award entitling the holder
thereof to purchase a specified number of Common Shares at a specified price
during a specified period of time.
A-7
<PAGE> 23
22.17 Option Expiration Date. The term "Option Expiration Date" with
respect to any Option means the date selected by the Committee after which the
Option may not be exercised, except as provided in Section 7.3 in the case of
the death of the Participant to whom the option was granted.
22.18 Option Instrument. The term "Option Instrument" means a written
instrument evidencing an Option in such form and with such provisions as the
Committee may prescribe. Each Option Instrument shall provide that acceptance of
the Option Instrument by an Employee constitutes agreement to the terms of the
Option evidenced thereby.
22.19 Participant. The term "Participant" means any Director or Employee
selected by the Committee to receive one or more Options under the Plan.
22.20 Participant's Representative. The term "Participant's
Representative" means, (a) in the case of a deceased Participant, the
Participant's executor or administrator or the person or persons to whom the
Participant's rights under any award are transferred by will or the laws of
descent and distribution and (b) in the case of a disabled or incapacitated
Participant, the Participant's attorney in fact or legal guardian.
22.21 Plan. The term "Plan" means this STERIS Corporation 1997 Stock
Option Plan as from time to time hereafter amended in accordance with Section 16
hereof.
22.22 SEC Rule 16b-3. The term "SEC Rule 16b-3" means Rule 16b-3 or any
successor provision under the 1934 Act.
22.23 Section 16 Person. The term "Section 16 Person" means a person
subject to potential liability under Section 16(b) of the 1934 Act with respect
to transactions involving equity securities of the Company.
22.24 Service Termination Date. The term "Service Termination Date" with
respect to an Employee means the first date on which the Employee is no longer
employed by the Company or any Subsidiary and with respect to a Director means
the first date on which the Director ceases to be a Director of the Company.
22.25 Subsidiary. The term "Subsidiary" means any corporation,
partnership, joint venture, or other business entity in which the Company owns,
directly or indirectly, 50 percent (50%) or more of the total combined voting
power of all classes of stock (in the case of a corporation) or other ownership
interests (in the case of any entity other than a corporation).
A-8
<PAGE> 24
PROXY PROXY
STERIS CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 24, 1997
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
At the Annual Meeting of Shareholders of the Company to be held on July 24,
1997, and at any adjournment thereof, Bill R. Sanford, Raymond A. Lancaster, and
Loyal W. Wilson, and each of them, with full power of substitution in each (the
"Proxies"), are hereby authorized to represent me and to vote my shares on the
following:
Electing directors of a class to serve for a two-year term of office expiring at
the Company's 1999 Annual Meeting of Shareholders ("Class I" Directors). The
nominees of the Board of Directors for Class I are: Raymond A. Lancaster, Thomas
J. Magulski, and J.B. Richey.
Approving the STERIS Corporation 1997 Stock Option Plan.
THE BOARD OF DIRECTORS RECOMMENDS TO ELECT AS CLASS I DIRECTORS THE NOMINEES
LISTED ABOVE AND TO APPROVE THE STERIS CORPORATION 1997 STOCK OPTION PLAN.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED TO ELECT AS CLASS I
DIRECTORS THE NOMINEES LISTED ABOVE AND TO APPROVE THE STERIS CORPORATION 1997
STOCK OPTION PLAN. SEE REVERSE SIDE.
(change of address)
------------------------------
------------------------------
------------------------------
------------------------------
(If you have written in the
above space, please mark the
corresponding box on the
reverse side.)
................................................................................
* FOLD AND DETACH HERE *
PLEASE VOTE, SIGN, DATE, AND RETURN THIS PROXY FORM PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE> 25
STERIS CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
[ ]
FOR WITHHELD FOR ALL
ALL ALL EXCEPT
1. Election of Directors [ ] [ ] [ ]
Director Nominees:
------------------
Raymond A. Lancaster, Thomas J. Magulski, and J.B. Richey
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL THE
ABOVE NOMINEES.
----------------------------------------
Nominee Exception
FOR AGAINST ABSTAIN
2. Approval of the STERIS Corporation [ ] [ ] [ ]
1997 Stock Option Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE STERIS CORPORATION 1997
STOCK OPTION PLAN.
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting or at any adjournment thereof and
matters incident to the conduct of the meeting.
Change
of
Address [ ]
Attend
Meeting [ ]
Date:
______________________________, 1997
- ------------------------------------
Signature(s)
- ------------------------------------
Signature(s)
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.
................................................................................
* FOLD AND DETACH HERE *
PLEASE VOTE, SIGN, DATE, AND RETURN THIS PROXY FORM PROMPTLY
USING THE ENCLOSED ENVELOPE.
<PAGE> 26
DIRECTION FORM
STERIS CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 24, 1997
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 Company credited
to my stock fund account under the Plan at the Annual Meeting of Shareholders of
the Company to be held on July 24, 1997, and at any adjournment thereof, as
specified, on all matters coming before said meeting.
Electing directors of a class to serve for a two-year term of office expiring at
the Company's 1999 Annual Meeting of Shareholders ("Class I" Directors). The
nominees of the Board of Directors for Class I are: Raymond A. Lancaster, Thomas
J. Magulski, and J.B. Richey.
Approving the STERIS Corporation 1997 Stock Option Plan.
THE BOARD OF DIRECTORS RECOMMENDS TO ELECT AS CLASS I DIRECTORS THE NOMINEES
LISTED ABOVE AND TO APPROVE THE STERIS CORPORATION 1997 STOCK OPTION PLAN.
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, APPROVAL OF THE STERIS
CORPORATION 1997 STOCK OPTION PLAN, AND ALL OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING. SEE REVERSE SIDE.
DIRECTION FORMS MUST ARRIVE AT THE OFFICES OF HARRIS TRUST AND SAVINGS BANK, THE
TABULATING AGENT, NO LATER THAN 5:00 P.M. EASTERN DAYLIGHT-SAVING TIME ON JULY
18, 1997, FOR TABULATION.
(change of address)
------------------------------
------------------------------
------------------------------
------------------------------
(If you have written in the
above space, please mark the
corresponding box on the
reverse side.)
................................................................................
* FOLD AND DETACH HERE *
PLEASE VOTE, SIGN, DATE, AND RETURN THIS DIRECTION FORM PROMPTLY USING THE
ENCLOSED ENVELOPE.
<PAGE> 27
STERIS CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
[ ]
FOR WITHHELD FOR ALL
ALL ALL EXCEPT
1. Election of Directors [ ] [ ] [ ]
Director Nominees:
------------------
Raymond A. Lancaster, Thomas J. Magulski, and J.B. Richey
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL THE
ABOVE NOMINEES.
----------------------------------------
Nominee Exception
FOR AGAINST ABSTAIN
2. Approval of the STERIS Corporation [ ] [ ] [ ]
1997 Stock Option Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE STERIS CORPORATION 1997
STOCK OPTION PLAN.
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting or at any adjournment thereof and
matters incident to the conduct of the meeting.
Change
of
Address [ ]
Attend
Meeting [ ]
Date: ______________________________, 1997
- ------------------------------------
Signature(s)
- ------------------------------------
Signature(s)
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.
................................................................................
* FOLD AND DETACH HERE *
PLEASE VOTE, SIGN, DATE, AND RETURN THIS DIRECTION FORM PROMPTLY
USING THE ENCLOSED ENVELOPE.
<PAGE> 28
DIRECTION FORM
STERIS CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 24, 1997
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 Company credited to my stock fund
account under the Plan at the Annual Meeting of Shareholders of the Company to
be held on July 24, 1997, and at any adjournment thereof, as specified, on all
matters coming before said meeting.
Electing directors of a class to serve for a two-year term of office expiring at
the Company's 1999 Annual Meeting of Shareholders ("Class I" Directors). The
nominees of the Board of Directors for Class I are: Raymond A. Lancaster, Thomas
J. Magulski, and J.B. Richey.
Approving the STERIS Corporation 1997 Stock Option Plan.
THE BOARD OF DIRECTORS RECOMMENDS TO ELECT AS CLASS I DIRECTORS THE NOMINEES
LISTED ABOVE AND TO APPROVE THE STERIS CORPORATION 1997 STOCK OPTION PLAN.
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, APPROVAL OF THE STERIS CORPORATION 1997 STOCK OPTION PLAN, AND ALL OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. SEE REVERSE SIDE.
DIRECTION FORMS MUST ARRIVE AT THE OFFICES OF HARRIS TRUST AND SAVINGS BANK, THE
TABULATING AGENT, NO LATER THAN 5:00 P.M. EASTERN DAYLIGHT-SAVING TIME ON JULY
18, 1997, FOR TABULATION.
(change of address)
------------------------------
------------------------------
------------------------------
------------------------------
(If you have written in the
above space, please mark the
corresponding box on the
reverse side.)
................................................................................
* FOLD AND DETACH HERE *
PLEASE VOTE, SIGN, DATE, AND RETURN THIS DIRECTION FORM PROMPTLY USING THE
ENCLOSED ENVELOPE.
<PAGE> 29
STERIS CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
[ ]
FOR WITHHELD FOR ALL
ALL ALL EXCEPT
1. Election of Directors [ ] [ ] [ ]
Director Nominees:
------------------
Raymond A. Lancaster, Thomas J. Magulski, and J.B. Richey
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL THE
ABOVE NOMINEES.
----------------------------------------
Nominee Exception
FOR AGAINST ABSTAIN
2. Approval of the STERIS Corporation [ ] [ ] [ ]
1997 Stock Option Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE STERIS CORPORATION 1997
STOCK OPTION PLAN.
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting or at any adjournment thereof and
matters incident to the conduct of the meeting.
Change
of
Address [ ]
Attend
Meeting [ ]
Date: ______________________________, 1997
- ------------------------------------
Signature(s)
- ------------------------------------
Signature(s)
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.
................................................................................
* FOLD AND DETACH HERE *
PLEASE VOTE, SIGN, DATE, AND RETURN THIS DIRECTION FORM PROMPTLY
USING THE ENCLOSED ENVELOPE.
