<PAGE>
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 [ ] Confidential, for Use of the Com-
mission 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
AIR METHODS 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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $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 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: $125.00
____________________________________________________________________________
[ ] 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 of Schedule and the date of its filing.
(1) Amount Previously Paid:
____________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
____________________________________________________________________________
(3) Filing Party:
____________________________________________________________________________
(4) Date Filed:
____________________________________________________________________________<PAGE>
April 24, 1996
TO THE STOCKHOLDERS OF AIR METHODS CORPORATION:
You are cordially invited to attend the 1996 Annual Meeting of
Stockholders of Air Methods Corporation to be held on Thursday,
May 23, 1996, at the Holiday Inn, 7770 South Peoria Street, in
Englewood, Colorado, at 2:00 p.m., Mountain Time.
The purpose of the Annual Meeting is to consider and vote upon
(1) the election of Messrs. Roy L. Morgan, Samuel H. Gray and Morad
Tahbaz to Class II directorships; (2) proposed amendments to the Air
Methods Corporation Employee Stock Option Plan (the "Plan") to provide
(a) that the number of shares authorized for issuance be increased
from 1,500,000 to 2,500,000 and (b) that the Board of Directors may
issue stock options to consultants and non-employee directors of the
Company and its subsidiaries; and (3) approval of recently granted
options issuable pursuant to the Plan as amended.
Enclosed is a Notice of Annual Meeting and a Proxy Statement.
You are urged to read the Proxy Statement carefully. A Proxy is also
enclosed for your convenience. Please complete, sign, date and return
the Proxy promptly. If you attend the Annual Meeting, you may vote
your shares personally, whether or not you have previously submitted a
Proxy.
Your Board of Directors strongly supports and recommends the
proposed actions and requests your favorable vote. We also urge you
to make plans, if at all possible, to attend the meeting in person.
Thank you for your consideration.
FOR THE BOARD OF DIRECTORS,
George W. Belsey
Chairman of the Board
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE AND
SIGN THE ENCLOSED PROXY, RETURNING IT PROMPTLY TO ENSURE THAT YOUR
SHARES ARE VOTED. A BUSINESS REPLY ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF YOU MAIL THIS PROXY ANYWHERE
IN THE UNITED STATES.
<PAGE>
April 24, 1996
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO THE STOCKHOLDERS OF AIR METHODS CORPORATION:
The 1996 Annual Meeting of Stockholders of Air Methods
Corporation, a Delaware corporation (the "Company"), will be held at
the Holiday Inn, 7770 South Peoria Street, in Englewood, Colorado, at
2:00 p.m., Mountain Time, on Thursday, May 23, 1996, for the
following purposes:
1. TO ELECT THREE DIRECTORS TO SERVE AS CLASS II DIRECTORS
OF THE COMPANY UNTIL THE 1999 ANNUAL MEETING OF
STOCKHOLDERS;
2. TO APPROVE AMENDMENTS TO THE AIR METHODS CORPORATION
EMPLOYEE STOCK OPTION PLAN ("PLAN") (A) TO INCREASE THE
NUMBER OF SHARES AUTHORIZED TO BE ISSUED UNDER THE PLAN AND
(B) TO PROVIDE THE BOARD OF DIRECTORS DISCRETION TO GRANT
STOCK OPTIONS TO NON-EMPLOYEE DIRECTORS AND CONSULTANTS OF
THE COMPANY AND ITS SUBSIDIARIES; AND
3. TO APPROVE RECENTLY GRANTED OPTIONS ISSUABLE PURSUANT TO THE
PLAN AS AMENDED.
The Board of Directors of the Company has fixed the close of
business on Tuesday, April 9, 1996 as the record date for the
determination of stockholders entitled to notice of and to vote at
this meeting. The Company's stock transfer books will not be closed,
and all stockholders are cordially invited to attend the meeting.
BY ORDER OF THE BOARD OF DIRECTORS:
Aaron D. Todd, Secretary<PAGE>
April 24, 1996
PROXY STATEMENT
SOLICITATION AND REVOCATION OF PROXIES
This statement is furnished in connection with a solicitation of
Proxies by the Board of Directors of Air Methods Corporation (the
"Company") for use at the 1996 Annual Meeting of Stockholders (the
"Annual Meeting") to be held on Thursday, May 23, 1996, at 2:00 p.m.,
Mountain Time, at the Holiday Inn, 7770 South Peoria Street, in
Englewood, Colorado. Proxies so given may be revoked at any time
before being voted by submitting a written revocation to the Secretary
of the Company, by executing another valid Proxy bearing a later date,
or by attending the meeting and voting in person.
Properly executed and dated Proxies received by May 23, 1996 will
be voted in accordance with the instructions therein. If no
instructions are given with respect to the matters to be acted upon,
the shares represented by the Proxy will be voted FOR the election of
Messrs. Roy L. Morgan, Samuel H. Gray and Morad Tahbaz, nominees for
directors, and FOR approval of all other proposals. The approximate
date of mailing these Proxy materials is April 24, 1996.
The Company intends to request banks, brokerage houses,
custodians, nominees and other fiduciaries to forward copies of these
Proxy materials to those persons for whom they hold shares. In
addition to solicitation by mail, Corporate Investors Communications,
Inc. of Carlstadt, New Jersey has been retained to assist the Company
with solicitation of Proxies for a fee of $4,000 plus out-of-pocket
expenses. Certain officers and employees of the Company, who will
receive no compensation for their services other than their regular
salaries, may additionally solicit Proxies in person or by telephone.
The cost of preparing, assembling, mailing, and soliciting Proxies and
other miscellaneous expenses related thereto will be borne by the
Company.
VOTING RIGHTS
The holders of record of shares of Common Stock of the Company at
the close of business on April 9, 1996, the record date determined by
the Board of Directors, may vote at the Annual Meeting. On that date,
the Company had outstanding and entitled to vote 8,090,320 shares of
Common Stock. Each share of Common Stock is entitled to one vote on
each of the matters listed in the Notice of Annual Meeting. A quorum
of one-third of the shares outstanding and entitled to vote is
required to vote on matters before the Annual Meeting. A majority of
the votes present in person or by Proxy is required to pass the issue
brought before the stockholders. Abstentions and broker non-votes are
counted for purposes of determining the presence or absence of a
quorum for the transaction of business. Abstentions and broker non-
votes are not tabulated for any purpose in determining whether a
proposal has been approved.
ANNUAL REPORT
The Company is also mailing with this Proxy Statement its Annual
Report for the year ended December 31, 1995 which includes financial
statements as filed with the Securities and Exchange Commission on
Form 10-K for the same period. The Company will furnish a copy of the
Form 10-K to any stockholder free of charge, and will furnish a copy
of any exhibit to the Form 10-K upon payment of the Company's
reasonable expenses in
1<PAGE>
furnishing such exhibit(s). Interested parties may request a copy of
the Form 10-K or any exhibit thereto from the Secretary of the
Company.
ELECTION OF DIRECTORS
The Company's Board of Directors is currently comprised of nine
directors, divided among three classes, with three directors in each
of Class I, Class II, and III. Class II directors' terms will expire
at the 1996 Annual Meeting of Stockholders to be held on May 23, 1996;
Class III directors hold office for a term expiring at the 1997 Annual
Meeting of Stockholders; and the Class I directors will hold office
until the 1998 Annual Meeting of Stockholders. Due to the recent
change in the Company's fiscal year end from June 30 to December 31,
the terms of the director classes previously slated to expire at the
annual meetings of stockholders which normally would be held late in
1995, 1996 and 1997, will expire instead at the annual meetings of
stockholders which normally will be held in the first half of 1996,
1997 and 1998, respectively.
Three Class II directors will be elected at the 1996 Annual
Meeting of Stockholders to terms which will expire at the 1999 Annual
Meeting of Stockholders. Unless voted otherwise, all shares
represented by a Proxy given pursuant to this solicitation will be
voted FOR the election of Messrs. Roy L. Morgan, Samuel H. Gray and
Morad Tahbaz to serve as Class II directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE DIRECTOR
NOMINEES.
2<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
Summary information concerning the Company's current directors
and officers as of the date of this Proxy Statement is set forth
below:
<TABLE>
<CAPTION>
Name and Age of Director Director Term as Director
Director/Officer Since Class expires<F1> Position
- ----------------------- -------- -------- ---------------- --------
<S> <C> <C> <C> <C>
George W. Belsey, 56 1992 I 1998 Chairman of the Board and Chief Executive
Officer
Joseph E. Bernstein, 46 1994 III 1997 Director
Ralph J. Bernstein, 37 1994 III 1997 Director
Samuel H. Gray, 58 1991 II 1996 Director
Carl H. McNair, Jr., 61 1996 I 1998 Director
Lowell D. Miller, Ph.D., 62 1990 III 1997 Director
Roy L. Morgan, 60 1991 II 1996 Co-Founder and Director
Donald R. Segner, 69 1992 I 1998 Vice-Chairman of the Board
Morad Tahbaz, 40 1994 II 1996 Director
Maurice L. Martin, Jr., 47 Vice President, Air Medical Services
Michael G . Prieto, 40 Vice President, Products Division
Aaron D. Todd, 34 Secretary, Treasurer and Chief Financial Officer
<FN>
<F1> Refers to the calendar year in which the annual meeting of stockholders is contemplated to be held and at which
the term of the pertinent director class shall terminate.
</TABLE>
MR. GEORGE W. BELSEY was elected Chief Executive Officer
effective June 1, 1994, and has served as Chairman of the Company's
Board of Directors since April 1994, having been appointed a director
of the Company in December 1992. From February 1992 to June 1994,
Mr. Belsey served as Executive Vice President, Professional Affairs,
and the Chief Operating Officer of the American Hospital Association,
a large national trade association and advocacy group for hospitals
and health care organizations, where he was responsible for the
Association's activities relating to hospital operations, including
medical staff affairs, nursing, health manpower, quality of care
programs and hospital governance. Prior to joining the American
Hospital Association, Mr. Belsey served as Chief Executive Officer and
Executive Director of the University of Utah Hospital and Clinics,
Salt Lake City, Utah (one of the Company's hospital customers) from
March 1989 to February 1992 and was Chief Operating Officer from
December 1983 to March 1989. He is a former Vice President of
Northwestern Memorial Hospital, Chicago, and has held administrative
positions at Rush-Presbyterian-St. Luke's Medical Center, Chicago, and
MacNeal Memorial Hospital, Berwyn, IL. He received his Bachelor's
Degree in Economics from DePauw University in Greencastle, Indiana,
and holds a Master's Degree in Business Administration from George
Washington University, Washington, D.C.
MR. JOSEPH E. BERNSTEIN became a Director of the Company in
February 1994. Mr. Bernstein is a co-founder and General Partner of
Americas Partners, an investment and venture capital firm, and a
Managing Director of Americas Tower Partners, the developer of
Americas Tower, a one million square foot, 50-story office tower in
New York City. Since 1981, he has been a principal of The New York
Land Company, working on real estate development and acquisitions.
Previously, he worked on corporate and international tax matters at
Cahill/Gordon & Reindel (1975-1978) and Rosenman & Colin (1978-1981).
He started his own international tax practice, Bernstein & Carter, in
1981 and has published a number of articles on corporate and
international tax law. He holds a Bachelor of Arts Degree in
Economics and a Bachelor of Science Degree in Agricultural Business
Management from the University of California at Davis, a Juris Doctor
from the University of California at Davis School of Law, a Master's
Degree in Finance from the University of California at Los Angeles
Graduate School of Management, and a Master of Laws' Degree in
Taxation from the New York University Graduate School of Law.
3<PAGE>
MR. RALPH J. BERNSTEIN became a Director of the Company in
February 1994. Mr. Bernstein is a co-founder and General Partner of
Americas Partners, an investment and venture capital firm, and a
Managing Director of Americas Tower Partners, a real estate
development firm, where he was primarily responsible for the
development of Americas Tower, a one million square foot, 50-story
office tower in New York City. Mr. Bernstein is co-founder of The New
York Land Company and, since 1981, has been responsible for the
acquisition, renovation, development and financing of several million
square feet of commercial space. From 1979 to 1982, Mr. Bernstein was
employed by Agricor, Inc. and Noga Realty, Inc., both subsidiaries of
Compagnie Noga S.A., a large multinational trading firm. He holds a
Bachelor of Arts Degree in Economics from the University of California
at Davis.
MR. SAMUEL H. GRAY was appointed as a director of the Company in
March 1991. Since 1989, he has been Chief Executive Officer of The
Morris Consulting Group, Inc., a health care industry consulting firm.
From 1983 to 1989, Mr. Gray served as President and Chief Executive
Officer of Kalipharma, Inc., a multi-source pharmaceutical company.
From 1975 to 1983, Mr. Gray served as Executive Vice President of
Sales and Marketing for G.D. Searle and Company, Inc. ("Searle") where
he was responsible for pharmaceutical marketing, the consumer products
division of Searle, and Searle-Canada, Ltd. In addition, his
responsibilities included distribution, customer service, clinical
research management, licensing and acquisitions, public relations and
worldwide strategic marketing planning. He has served as a director
of Searle; Searle Canada, Ltd.; Kalipharma; Kali-Duphar, Inc.; and the
National Association of Pharmaceutical Manufacturers. He is a past
member of the National Wholesale Druggist Association's Industry
Advisory Committee and has served on the Advisory Board of
Pharmaceutical Executive magazine. In 1959, Mr. Gray received a
Bachelor of Science Degree from the University of Florida.
MAJOR GENERAL CARL H. MCNAIR, JR. (RET.) was appointed to the
Board of Directors in March 1996 as a Class I director. He currently
serves as Corporate Vice President and President, Enterprise
Management, for DynCorp, a technical and professional services company
headquartered in Reston, Virginia. He is responsible for the
company's core businesses in facility management, marine operations,
test and evaluation, administration and security, and biotechnology
and health services. Such activities account for over $300 million
annually, approximately one-third of the company's $1 billion in
yearly revenues. From 1987 to 1990, General McNair was Vice
President, Army Programs, with Burdeshaw Associates, Ltd., a
professional services firm in Bethesda, Maryland. For more than
32 years he served the United States Army in Research and Development,
Infantry, and Army Aviation in both command and staff positions.
These included Deputy for Aviation to the Assistant Secretary of the
Army (Research, Development and Acquisition), Aviation Officer, U.S.
Army; and Commanding General, U.S. Army Aviation Center. Achieving
the rank of Major General, he culminated his military career in 1987
as Chief of Staff, U.S. Army Training and Doctrine Command, Fort
Monroe, Virginia. A Master Aviator with commercial, fixed wing,
rotary wing, and multi-engine instructor ratings, his aerial combat
service spanned six campaigns in the Republic of Vietnam during which
he accrued over 1,500 combat flying hours serving as Commander to both
an Assault Helicopter Company and a Combat Aviation Battalion.
General McNair's academic credentials include a Bachelor of Science
Degree in Engineering from the U. S. Military Academy at West Point,
and both a Bachelor Degree and Master's Degree in Aerospace
Engineering from Georgia Institute of Technology as well as a Master
of Science Degree in Public Administration from Shippensburg
University. For academic achievement in aerospace, McNair was elected
to Sigma Gamma Tau, a national honorary engineering fraternity.
DR. LOWELL D. MILLER was named a director of the Company in June
1990. Since 1989, Dr. Miller has been involved with various
scientific endeavors including a pharmaceutical consulting business.
From 1973 to 1989, Dr. Miller was employed by Marion Laboratories,
Inc. ("Marion"), serving as Senior Vice President - Research and
Development (1987 - 1989), Vice President - Research and Development
(1977-1987), and Director of Scientific Affairs (1973-1977). Until
his retirement in late 1989, Dr. Miller was responsible for all
research, development and process development functions, new product
opportunities and management of clinical trials and regulatory
affairs, and served as Marion's Chief Scientist. He also served as a
member of Marion's Board of Directors from November 1981 to November
1982 and as an Advisory Director from November 1982 to November 1983.
The University of Missouri awarded Dr. Miller a Bachelor of Science
Degree in 1957 as well as a Master's Degree in Biochemistry in 1958
and Biochemistry Doctorate Degree in 1960. Dr. Miller has been named
Alumnus of the Year by the University of Missouri in Columbia,
Missouri.
4<PAGE>
MR. ROY L. MORGAN is one of the three founders of Air Methods-
Colorado, and was the President, Chief Executive Officer and a
director from the inception of Air Methods-Colorado in July 1980 until
November 1991. In November 1991, he became President and a director
of the Company. Although he continues in his capacity as a director,
Mr. Morgan resigned as President effective December 31, 1994. Prior
to his service with Air Methods-Colorado, Mr. Morgan was employed as a
helicopter pilot for Public Service Company of Colorado (1969-80), as
director of operations and chief pilot for Key Aviation (1964-69), and
as quality control supervisor on the Atlas missile program for Convair
Astronautics (1960-64). Mr. Morgan began his career at Boeing
Airplane Company, involved in B-52 experimental development (1957-60).
Mr. Morgan holds a number of pilot certificates including Airline
Transport Pilot for Airplane Multi-Engine Land, Commercial
Helicopter - Instrument Rated, Commercial Airplane for Land and Sea,
and Glider, as well as Flight Instructor for all of the above. He has
more than 18,850 flight hours, 12,000 of them in helicopters.
Mr. Morgan has a Bachelor of Science Degree in Aviation Management
from Metropolitan State College in Denver, Colorado.
MR. DONALD R. SEGNER was appointed a director of the Company in
February 1992 and since April 1994, has served the Board as Vice
Chairman. He currently heads his own aviation advisory and consultant
service company specializing in all aspects of aviation including
airports, airplanes, aircraft certification and the Federal Aviation
Administration. He has served as a pilot in the U.S. Marine Corps, a
test pilot for Lockheed Aircraft, and a manager of several departments
for Lockheed Aircraft. From 1981 through 1986, he was a government
appointee by President Reagan in the FAA. Following the destruction
of Korean Airlines Flight 007, Mr. Segner was assigned by the White
House to head the investigation and acted as Chief Delegate for the
United States at the CIAO Council (United Nations) on this matter. He
headed the U.S. Delegation to negotiate an agreement to improve and
implement safety along the North Pacific air routes among the
governments of the U.S., Japan and the U.S.S.R. He has received
numerous awards for his contributions to aviation, including the FAA
Administrator's Award, the FAA Superior Achievement Medal and the
Distinguished Flying Cross for valor in combat in the Korean conflict.
Mr. Segner attended the University of Pacific in Stockton, California
and the U.S. Naval Test Pilot School in Patuxent River, Maryland, as
an undergraduate. His graduate education includes attendance at the
U.S. Naval Post Graduate School, Monterey, California, as well as the
University of Southern California's Graduate School of Business
(Lockheed Management Institute).
MR. MORAD TAHBAZ was elected to the Board of Directors in
February 1994. He is a co-founder and General Partner of Americas
Partners, an investment and venture capital firm. Mr. Tahbaz serves
as a Managing Director of Americas Tower Partners, the developer of
Americas Tower, a one million square foot, 50-story office tower in
New York City. Since 1983, Mr. Tahbaz has also served as Senior Vice
President of The New York Land Company, a real estate acquisitions and
development firm. From 1980 to 1982, he was the Project Manager for
Colonial Seaboard, Inc., a residential development company in New
Jersey. Mr. Tahbaz received his Bachelor's Degree in Philosophy and
Fine Arts from Colgate University and attended the Institute for
Architecture and Urban Studies in New York City. He holds a Master's
Degree in Business Administration from Columbia University Graduate
School of Business. Mr. Tahbaz lectured on real estate development
and finance at the Columbia Graduate School of Business from 1984 to
1988.
MR. MAURICE L. MARTIN, JR. currently serves the Company as Vice
President of the Air Medical Services Division. He served previously
in several executive positions with Air Methods-Colorado including
Director of Operations (August 1985 through August 1988), Area Manager
(June 1984 through August 1985) and pilot (June 1982 to June 1984).
Mr. Martin has 16 years of aviation management experience and eight
years' experience in medical aircraft transport management. Prior to
joining Air Methods-Colorado, Mr. Martin was a commercial helicopter
pilot (1979-82), an instructor pilot and standardization officer of
the 102nd Air Rescue and Recovery Squadron in New York (1975-79), and
an aircraft commander in the United States Air Force (1971-75).
Mr. Martin holds pilot certificates including Airline Transport Pilot
for Helicopters and Certified Flight Instructor for Helicopters. He
has served as a designated FAA Flight Examiner and has over 4,100
flight hours, mostly in helicopters. Mr. Martin has a Bachelor of
Science Degree in International Affairs from the United States Air
Force Academy (1970) and a Master's Degree in Theology from Covenant
Theological Seminary in St. Louis, Missouri (1982).
5<PAGE>
MR. MICHAEL G. PRIETO was named Vice President of Engineering &
Manufacturing of the Company in January 1994 and subsequently Vice
President of the Products Division in June 1994. From 1988 to 1994,
Mr. Prieto served in various roles with General Dynamics/Lockheed Corp
but primarily as Manager of Manufacturing Engineering for the F-16
Fighter program. From 1977 to 1988, he was employed by John Deere Co.
with management roles in Engineering, Manufacturing, and Marketing.
Mr. Prieto received a Bachelor of Science degree in 1977 from the
University of Missouri. Mr. Prieto is a member of the American
Society of Mechanical Engineers, the Society of Manufacturing
Engineers, the American Production and Inventory Control Society, the
American Management Association, and the National Management
Association.
MR. AARON D. TODD joined the Company as Chief Financial Officer
in July of 1995 and was appointed Secretary and Treasurer. From 1994
to 1995, Mr. Todd served as Vice President of Finance of Centennial
Media Corporation, a Colorado publishing company, where he was
responsible for all financial and accounting functions. From 1986 to
1994, Mr. Todd was employed by KPMG Peat Marwick in Denver, Colorado.
Six of those years included serving on the Company's account in
various capacities, including Senior Manager. Mr. Todd holds a
Bachelor of Science Degree in Accounting from Brigham Young University
and has earned certification as a public accountant.
INFORMATION WITH RESPECT TO THE BOARD OF DIRECTORS AND COMMITTEES
Board Committees. The Board of Directors has established the
----------------
following committees: (1) Finance, Audit and Legal Committee;
(2) Marketing and New Business Committee; (3) Compensation/Stock
Option Committee; and (4) Nominating Committee.
The FINANCE, AUDIT AND LEGAL COMMITTEE of the Board of Directors
is comprised of Messrs. J. Bernstein (chairman), R. Bernstein, and
Segner. Responsibilities of this Committee are to review and make
recommendations to the Board on such matters as budgets; debt and
equity financing; proposed dispositions of property; engagement of
independent auditors and review of annual audit. This Committee also
reviews and advises management on significant contracts and
agreements. Messrs. Gray (chairman), R. Bernstein, Miller, Morgan and
Tahbaz compose the MARKETING AND NEW BUSINESS COMMITTEE which reviews
and recommends new business proposals, including joint ventures and
proposed acquisitions of equipment or services. Dr. Miller (chairman)
and Mr. Gray comprise the COMPENSATION/STOCK OPTION COMMITTEE. The
Compensation/Stock Option Committee is responsible for making
recommendations to the Board of Directors regarding compensation
matters, including management compensation. The NOMINATING COMMITTEE,
which provides committee membership recommendations to the Board along
with changes to those committees, consists of Messrs. Morgan and
Tahbaz and is chaired by Mr. Segner. The Nominating Committee will
consider nominations to the Board of Directors from shareholders.
Such shareholder nominations for director should be directed in
writing to the Secretary of the Company as set forth in this Proxy
Statement under, and in accordance with, the section entitled
"Stockholder Proposals".
During year 1995, the Board of Directors held 4 meetings; Board
Committees met as follows:
Finance, Audit and Legal Committee 6 meetings
Compensation/Stock Option Committee 4 meetings
Nominating Committee 1 meeting
Marketing and New Business Committee 4 meetings
Each director attended at least 75% of the total number of
meetings of the Board of Directors and meetings of committees on which
he served during 1995.
Director Compensation. It is the Company's policy to pay its
---------------------
nonemployee directors an annual retainer of $8,000, plus $800 per
Board meeting attended, $500 for each telephonic meeting, and $500 per
Board committee meeting attended ($750, if Chairman of the committee).
Effective July 1, 1993, each nonemployee director may elect to receive
shares of Common Stock in lieu of cash payments pursuant to the
Company's Equity Compensation
6<PAGE>
Plan for Nonemployee Directors, discussed below. The Company also
reimburses its nonemployee directors for their reasonable expenses
incurred in attending Board and committee meetings. Messrs. Joseph
Bernstein, Ralph Bernstein and Morad Tahbaz have voluntarily waived
all director fees to date and have received no direct monetary
compensation for their services as directors apart from customary
reimbursement of out-of-pocket expenses.
Nonemployee Director Stock Option Plan. The Company has adopted
--------------------------------------
compensation and incentive benefit plans to enhance its ability to
continue to attract, retain and motivate qualified persons to serve as
directors of the Company. On October 4, 1991, shareholders approved
the Nonemployee Director Stock Option Plan (the "Director Option
Plan") authorizing the grant of options to purchase an aggregate of
125,000 shares of Common Stock to nonemployee directors of the
Company. The Director Option Plan was amended March 12, 1993 by the
action of the stockholders of the Company to increase the number of
shares authorized under the Director Option Plan from 125,000 to
300,000 shares, to modify the formula by which grants to directors
were to be determined, to provide that Options will be exercisable in
full upon issuance, and to provide that the five-year term of Options
granted under the Director Option Plan will not terminate prematurely
three months after an Option recipient ceases to be a director of the
Company. The amended Director Option Plan provides for option grants
based upon the number of years that the Nonemployee Director has
served on the Board. On June 30, 1993, each Nonemployee Director in
office on such date was granted a five-year Option to purchase a
number of shares of Common Stock equal to 5,000 multiplied by the
Nonemployee Director's number of years of service on the Board of
Directors. A year of service is defined as a fiscal year of the
Company during which the Nonemployee Director served on the Board for
the entire fiscal year. On the final day of each fiscal year, each
Nonemployee Director in office on such date receives a five-year
Option to purchase 5,000 shares, exercisable at the then-current fair
market value of the Company's Common Stock providing the director
served on the Board for the entire preceding fiscal year.
In March 1995, the Company changed its fiscal year end from
June 30 to December 31. Therefore, compensating adjustments have been
made to the numbers of shares of those options originally scheduled to
be granted at June 30, 1995 for the service period July 1, 1994 to
June 30, 1995. Qualifying directors each have been granted
2,500 options for the resulting transitional period (July 1, 1994 to
December 31, 1994) and 5,000 options for the service period from
January 1, 1995 to December 31, 1995. For those service periods,
Messrs. Segner, J. Bernstein, R. Bernstein, Gray, Tahbaz and Miller
have each received grants for an aggregate 7,500 shares and Mr. Morgan
has received a grant for 5,000 shares. The respective exercise prices
of the 2,500 share grants and the 5,000 share grants were $1.75 and
$3.00, the closing market prices of the Company's common stock on the
effective dates of the grants.
The Company also granted stock options to its nonemployee
directors prior to the adoption of the Director Option Plan. These
options vest in one-third increments on each of the first three
anniversary dates of the option grant, and continue for a term of five
years from the grant date subject to termination three months after
the director leaves the Board. As of April 9, 1996, options to
purchase a total of 156,108 shares of Common Stock were outstanding
under the Director Option Plan at a weighted average exercise price of
$4.493 per share, and an option to purchase a total of 6,666 shares of
Common Stock was outstanding under a prior grant to a nonemployee
director at an exercise price of $7.21 per share. All such options
granted to nonemployee directors expire five years after the effective
date of grant and are not transferable except upon death or, in some
cases, pursuant to a qualified domestic relations order. Board
members who are also officers do not receive any separate compensation
or fees for attending Board or committee meetings, although they may
receive option grants under the Employee Stock Option Plan.
Equity Compensation Plan for Nonemployee Directors. In
--------------------------------------------------
February and March 1993, respectively, the Company's Board of
Directors and stockholders approved the Air Methods Corporation Equity
Compensation Plan for Nonemployee Directors (the "Director Equity
Plan"). The Director Equity Plan authorizes the issuance of up to
150,000 shares of Common Stock to directors of the Company who are not
also employees of the Company ("Nonemployee Directors"), of which
there will be eight following the Annual Meeting. The purpose of the
Director Equity Plan is to advance the interests of the Company
through the motivation, attraction and retention of qualified
Nonemployee Directors. Currently, Messrs. Gray and Miller are the
only directors who have elected to receive director compensation under
this Plan.
7<PAGE>
The Director Equity Plan is administered by the Board of
Directors and provides that each Nonemployee Director may elect to
receive his annual retainer for a particular fiscal year of the
Company in Common Stock rather than cash. The number of shares of
Common Stock issued to a Nonemployee Director making such election is
equal to the then-current annual director retainer paid by the Company
(currently $8,000) divided by 95% of the fair market value of the
Company's Common Stock on the first day of the fiscal year. The
Common Stock will be forfeited and returned to the Company, however,
if the Nonemployee Director does not remain a director of the Company
through the end of the fiscal year or fails to attend at least 75% of
all Board of Directors and applicable Board committee meetings held
during such year. Common Stock issued under the Director Equity Plan
in lieu of the annual retainer is not transferable until after the
forfeiture provisions lapse, other than by will or the laws of descent
and distribution in the event of the director's death or pursuant to a
qualified domestic relations order as defined by the Code, Title I of
the Employee Retirement Income Security Act ("ERISA") or the rules
thereunder.
Nonemployee Directors also may elect to receive meeting fees in
Common Stock rather than cash. The number of shares issued to a
Nonemployee Director making such an election is equal to the then-
current meeting fee divided by 95% of the fair market value of the
Company's Common Stock on the date of the meeting in question. Common
Stock issued in lieu of meeting fees is not forfeitable. As of
April 9, 1996, a total of approximately 42,827 shares of Common Stock
had been earned by participating directors under the Director Equity
Plan.
Board members who are also officers do not receive any separate
compensation or fees for attending Board or committee meetings,
although they may receive option grants under the Employee Stock
Option Plan.
EMPLOYEE STOCK OPTION PLAN
The Company has a Stock Option Plan (the "Employee Option Plan"),
in which all persons who have been employees of the Company for at
least 90 days, including directors who are also employees, are
eligible to participate. As of April 5, 1996, 224 Company employees
were eligible to participate in the Employee Option Plan including
executive officers, one of whom is also a director. On that date, a
total of 1,083,666 shares were outstanding under the Plan. The
Employee Option Plan currently authorizes the grant of options to
purchase an aggregate of 1,500,000 shares of Common Stock. The
Employee Option Plan provides for the grant of incentive stock options
("ISOs"), as defined in Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), non-incentive stock options ("Non-
ISOs"), stock appreciation rights ("SARs") and supplemental bonuses.
The ISOs and Non-ISOs issued under the Employee Option Plan are
referred to in this section as "Options." The purpose of the Employee
Option Plan is to advance the interests of the Company through the
motivation, attraction and retention of its employees.
The Employee Option Plan provides that a committee of
disinterested directors (the "Committee") will grant Options and
otherwise administer the Employee Option Plan. The Company's Board of
Directors has appointed the Compensation/Stock Option Committee,
Messrs. Miller and Gray, as the Committee to administer the Employee
Option Plan. The principal criteria for determining the number of
shares upon which Options are granted to an employee are the amount of
cash compensation and the employee's level of responsibility. With
respect to certain Options, length of service has been an additional
criterion.
The Option price of any ISO must at least equal the fair market
value of a share of Common Stock on the date on which the Option is
granted with certain exceptions applicable to employees, if any,
owning more than 10% of the Company's Common Stock, but the Option
price of a Non-ISO may be less than the fair market value on the date
it is granted if the Committee so determines. To the extent that the
aggregate fair market value of the stock which may become issuable
under an ISO in a particular calendar year exceeds $100,000, such
Options will be treated as Non-ISOs. An employee who is granted an
ISO recognizes no taxable income when the Option is exercised,
although the exercise may generate alternative minimum taxable income.
An employee who disposes of stock received under an ISO will recognize
long-term capital gain on the disposition, unless the stock is
disposed of within two years from the date of grant of the ISO or
within one year from the receipt of the stock under the ISO
8<PAGE>
(a "disqualifying disposition"), in which case the gain is taxable as
ordinary income. The Company generally receives no tax deduction for
an ISO, unless the employee makes a disqualifying disposition of the
stock issued upon exercise of the ISO. Upon exercise of a Non-ISO,
the difference between the market value of the Common Stock on the
date of exercise and the Option price is taxable to the employee as
ordinary income. That amount generally is deductible by the Company
in the same year.
Under the Employee Option Plan, the Committee may, from time to
time, grant SARs with respect to all or a portion of the shares of
Common Stock which are or may become purchasable under an Option
granted to an employee under the Employee Option Plan. An SAR is the
right to receive payment of the amount, if any, by which the fair
market value of one share of Common Stock on the date on which the
Option is exercised exceeds the purchase price for such share. No
SARs have been granted under the Employee Option Plan to date.
The Employee Option Plan also permits the grant of "supplemental
bonuses" to offset the federal and state income tax liability incurred
by an employee who exercises a Non-ISO or an SAR. A supplemental
bonus may not exceed the amount necessary to reimburse the employee
for the income tax liability incurred by him upon the exercise of his
Non-ISO and/or SAR, calculated using the maximum combined federal and
state income tax rates then in effect and taking into account the tax
liability arising from the employee's receipt of the supplemental
bonus. No supplemental bonuses have been granted under the Employee
Option Plan to date.
Options granted under the Employee Option Plan generally are not
transferable other than by will or the laws of descent and
distribution in the event of the Optionee's death or, in the case of a
Non-ISO, pursuant to a qualified domestic relations order as defined
by the Code, Title I of ERISA or the rules thereunder. The Committee,
in its discretion, establishes the time at which Options granted will
become exercisable. ISO Option terms may not exceed ten years; Non-
ISO Option terms may not exceed ten years and one month. However,
with certain exceptions, Options are exercisable only while the
Optionee is employed by the Company and for a period of ninety days
thereafter. Shares of Common Stock subject to Options that were
granted, but which are later surrendered or expire, may again be made
subject to Options.
On February 9, 1995, stockholders approved an amendment to the
Employee Option Plan which provides that the ninety day and twelve
month limitations described above be applicable only to ISOs and that
in the event of the death of an Optionee, exercise of Options is
permitted until the expiration of terms stated in the Optionee's
particular grant. Outstanding Options may be amended to incorporate
these extensions which would render such Options non-ISOs as of the
date amended.
The Board of Directors may from time to time alter, amend,
suspend or discontinue the Employee Option Plan, except that it may
not take any action which would adversely affect the rights and
obligations with respect to outstanding Options. The Board may not,
without approval of the stockholders, (i) increase the maximum number
of shares of Common Stock that may be made subject to Options under
the Employee Option Plan, (ii) materially increase the benefits
accruing to participants under the Employee Option Plan, or
(iii) materially modify the requirements as to eligibility for
participation in the Employee Option Plan.
PROPOSED AMENDMENT TO EMPLOYEE OPTION PLAN
Under current provisions of the Employee Option Plan, the Company
may issue shares of its Common Stock only to employees of the Company,
including employee directors. These provisions of the Employee Option
Plan derive in part from requirements of the Code applicable to ISOs,
and reflect the initial contemplation of the Board of Directors that
only employees of the Company would receive Options under the Employee
Option Plan and that all such Options should be subject to the tax
treatment of ISOs to the fullest extent possible for the employee
Option recipients.
PERMIT FLEXIBILITY
Notwithstanding its initial contemplation as described above, the
Board of Directors has approved amendments to the Employee Option
Plan, effective August 10, 1995 (the "Effective Date"), which would
(i) permit
9<PAGE>
nonemployee directors and consultants of the Company and its
participating subsidiaries to participate in the Employee Option Plan
and (ii) increase the number of shares of Common Stock authorized for
issuance under the Employee Option Plan from 1,500,000 to
2,500,000 shares. As a result of amendment (i) above, if approved by
the stockholders, the Committee will have discretion to grant Non-ISOs
to nonemployee directors and consultants of the Company and to make
grants of ISOs for a period of ten years from the Effective Date.
The Board of Directors believes that these amendments will be
beneficial to the Company as they will permit greater flexibility in
incorporating equity components into nonemployee director and
consultant compensation arrangements, thus permitting the Company to
maximize cash available for operations.
PROPOSED OPTION GRANTS
The Board of Directors has authorized the grant of Non-ISOs, as
permitted by the proposed amendments, to one stockholder and three
directors of the Company in connection with their services as
nonemployee directors and/or consultants of the Company. The Board of
Directors approved grants of options under the Employee Option Plan
(i) to Americas Partners to purchase up to 300,000 shares, and (ii) to
each of Donald Segner, Samuel H. Gray, Roy L. Morgan and Lowell D.
Miller to purchase 15,000 shares, of the Common Stock of the Company.
If the proposed amendments to the Employee Option Plan are not
approved by the stockholders, the Board of Directors must renegotiate
its compensation arrangements with Americas Partners and the above
named directors.
The following table describes these Non-ISOs and the Common Stock
issuable pursuant thereto if the proposed amendments to the Employee
Option Plan and the proposed Option Grants are approved.
NEW PLAN BENEFITS/1/
Name and Position Dollar Value $/2/ Number of Options
----------------- ---------------- -----------------
Americas Partners -0- 300,000
Donald Segner, Director -0- 15,000
Samuel H. Gray, Director -0- 15,000
Roy L. Morgan, Director -0- 15,000
Lowell D. Miller, Director -0- 15,000
____________________
/1/ The Employee Option Plan, as amended, will not confer any
additional benefits upon any group of directors, officers or
employees, other than as described above and other than such
qualified individuals or entities as the Board of Directors has
determined, or may later determine, by appropriate action.
/2/ Dollar values are determined by reference to the amount by which
the market value of a share of Common Stock on the date of grant
exceeds the per share exercise price. The referenced Options
were authorized to be granted at an exercise price equal to the
closing price for the Common Stock on the Nasdaq National Market
on the date of grant.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE
PROPOSED AMENDMENTS TO THE EMPLOYEE OPTION PLAN AND FOR
APPROVAL OF THE PROPOSED OPTION GRANTS.
10<PAGE>
STOCK OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth, as of April 9, 1996, the
beneficial ownership of the Company's outstanding Common Stock:
(i) by each person who owns of record (or is known by the Company to
own beneficially) more than 5% of the Common Stock including that
which he has the right to acquire within 60 days of April 9, 1996,
(ii) by each director of the Company and certain executive officers of
the Company; and (iii) by all directors and officers as a group
(twelve persons).
No. of Percentage of
Name and Address Shares Common Stock/1/
- ---------------- ------ --------------
Americas Tower Partners 1,155,000/2/ 13.0%
520 Madison Avenue
New York, NY 10022
George W. Belsey 62,044/3/ *
7301 South Peoria
Englewood, CO 80112
Joseph E. Bernstein 1,392,500/4/ 15.6%
520 Madison Avenue
New York, NY 10022
Ralph J. Bernstein 1,362,500/5/ 15.3%
520 Madison Avenue
New York, NY 10022
Samuel H. Gray 43,706/6/ *
95 Madison Avenue
Morristown, NJ 07960
Maurice L. Martin, Jr. 122,916/7/ 1.4%
7301 South Peoria
Englewood, CO 80112
Lowell D. Miller, Ph.D. 41,999/8/ *
16940 Stonehaven
Belton, MO 64012
Roy L. Morgan 396,097/9/ 4.4%
7301 South Peoria
Englewood, CO 80112
Donald R. Segner 24,416/10/ *
290 Arch Street
Laguna Beach, CA 92651
Morad Tahbaz 207,500/11/ 2.3%
520 Madison Avenue
New York, NY 10022
All Directors and Officers 2,232,009/12/ 25.0%
as a group (twelve persons)
____________________
* Less than one percent (1%) of the 8,090,320 shares of Common
Stock outstanding on April 9, 1996.
/1/ Does not give effect to the potential exercise of outstanding
options and warrants except as described in the notes below.
11<PAGE>
/2/ These shares are beneficially owned by Americas Tower Partners,
Joseph Bernstein, Ralph Bernstein and a number of corporations
and partnerships controlled by Joseph and Ralph Bernstein.
/3/ Includes 54,444 shares which may be purchased within 60 days upon
the exercise of stock options at $3.00 and $3.50 per share.
/4/ Includes 1,155,000 shares held by Americas Tower Partners, a
partnership controlled by Mr. J. Bernstein, 200,000 shares
issuable upon the exercise of warrants at an exercise price of
$3.00 per share, owned by Americas Partners, of which Mr. J.
Bernstein is a general partner, 7,500 shares which may be
purchased within 60 days upon exercise of stock options at $1.75
and $3.00 per share, and 30,000 shares owned of record by
Mr. J. Bernstein's mother as to which shares Mr. Bernstein
exercises shared investment control.
/5/ Includes 1,155,000 shares held by Americas Tower Partners, a
partnership controlled by Mr. R. Bernstein, and 200,000 shares
issuable upon the exercise of warrants at an exercise price of
$3.00 per share, owned by Americas Partners, of which Mr. R.
Bernstein is a general partner, and 7,500 shares which may be
purchased within 60 days upon exercise of stock options at $1.75
and $3.00 per share.
/6/ Includes options exercisable within 60 days to purchase 6,667
shares at $6.25 per share owned by The Morris Consulting Group,
Inc., of which Mr. Gray is Chief Executive Officer and a 50%
stockholder, options to purchase 29,166 shares at prices ranging
from $1.75 to $9.375 per share, and 795 shares earned but yet
unissued under the Director Equity Plan.
/7/ Consists of shares which may be purchased within 60 days upon the
exercise of stock options at prices ranging from $3.00 to $7.00
per share.
/8/ Includes 500 shares owned by Dr. Miller's wife, as to which he
disclaims beneficial ownership, and 27,500 shares which may be
purchased within 60 days upon the exercise of stock options at
various prices ranging from $3.00 to $13.50 per share.
/9/ Includes 95,548 shares owned by Mr. Morgan's wife, as to which he
disclaims beneficial ownership, and 205,000 shares which may be
purchased within 60 days upon the exercise of stock options at
prices ranging from $1.75 to $3.00 per share.
/10/ Includes 24,166 shares which may be purchased within 60 days upon
the exercise of stock options at prices ranging from $1.75 to
$9.00 per share, and 250 shares held in trust as to which
Mr. Segner holds shared voting and investment power.
/11/ Consists of warrants to purchase 200,000 shares at an exercise
price of $3.00 per share, owned by Americas Partners, of which
Mr. Tahbaz is a managing director, and 7,500 shares which may be
purchased within 60 days upon the exercise of stock options at
prices ranging from $1.75 to $3.00 per share.
/12/ Includes 826,485 shares which may be purchased within 60 days
upon the exercise of outstanding stock options or warrants, or
issued pursuant to the Director Equity Plan.
12<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the cash compensation paid by the
Company to the person serving as Chief Executive Officer of the
Company in 1995 and each of the executive officers of the Company
other than the Chief Executive Officer whose annual salary and bonus
for fiscal year 1995 exceeded $100,000. The table shows compensation
received during the fiscal years ended 1993, 1994 and 1995.<F1>
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------- ----------------------
Awards
------
Other
Name and Annual Restricted<F3> Options/ All Other
Principal Position Year Salary($) Bonus($) Compensation($)<F2> Stock($) SARs(#)<F4> Compensation($)<F5>
- ------------------ ---- --------- -------- ------------------- -------------- ----------- -------------------
<S> <C> <C> <C> <C> <C> <C> <C>
George W. Belsey 1995 165,000<F6> -- -- -- -- 1,320
Chairman and Chief 1994 108,445<F6> -- 13,322<F7> 8,601<F8> 250,000 --
Executive Officer 1993 -- 12,938<F7> -- 6,666<F7> --
Maurice L. Martin, Jr. 1995 131,284 -- -- -- 50,000 2,077
Vice-President, 1994 131,441 -- -- -- 150,000 2,277
Air Medical Services 1993 120,663 -- -- 25,781 6,250 1,785
Michael Prieto 1995 113,327 -- -- -- -- 2,427
Vice President, Products 1994 101,937 -- -- -- -- --
Division 1993 -- -- -- -- -- --
Marius Burke 1995 109,290 -- -- -- -- 2,431
Former Vice President and 1994 174,337 -- -- -- -- 2,236
Director of Operations 1993 74,640 -- -- -- -- 1,638
____________________
<FN>
<F1> In March 1995, the Company changed its fiscal year end from June 30 to December 31, resulting in a six-month
period (July 1-December 31, 1994) not included in any fiscal year of the Company. Therefore, amounts
reported for annual cash compensation for 1993 and 1994 are reported for the calendar years, rather than the
Company's 1993 and 1994 fiscal years, to facilitate comparison.
<F2> Personal automobile or other transportation benefits provided to the named executive officers during the
reporting periods do not exceed the disclosure thresholds established by the SEC and are thus not reported.
<F3> Reflects shares of restricted Common Stock issued to the named executive officers under the Company's
Restricted Stock Plan, except as otherwise noted, valued at the closing market price of such shares on the
date they were issued. As of December 31, 1995, the employees and officers of the Company held no shares of
restricted stock issued under the Restricted Stock Plan. The Company issued a total of 102,907 shares of
Common Stock under the Restricted Stock Plan, all of which vested or were forfeited on the one year
anniversary of the January 9, 1993 grant date. No dividends were paid on these restricted shares.
<F4> Consists only of options to purchase the Common Stock of the Company.
<F5> Consists of employer matching contributions for the named executive officers under the Company's
401(k) Plan.
<F6> Mr. Belsey was a nonemployee director of the Company until June 1, 1994, when he began serving as Chief
Executive Officer of the Company. Mr. Belsey's annual salary as Chief Executive Officer is $165,000,
effective June 1, 1994. The salary compensation reported for 1994 ($108,445) includes $96,250 earned for
the period from June 1 to December 31, 1994, but payment of which was deferred until 1995 at Mr. Belsey's
request.
<F7> Stock or stock option compensation to Mr. Belsey as a nonemployee director of the Company pursuant to the
Company's Nonemployee Director Equity Compensation and Stock Option Plans.
13<PAGE>
<F8> Reflects 1,464 shares issued to Mr. Belsey on July 1, 1993 in his capacity as nonemployee director, in
payment of annual retainer fees pursuant to the Company's Equity Compensation Plan for Nonemployee Directors
("Director Equity Plan"). These shares vested on June 30, 1994 pursuant to the Director Equity Plan. As of
December 31, 1995, all restricted shares issued pursuant to the Director Equity Plan had vested, and no
restricted shares were outstanding. No dividends were paid on restricted stock issued under the Director
Equity Plan.
</TABLE>
STOCK OPTIONS
The following tables present for fiscal year 1995 certain
information regarding stock options granted to or held by the named
executive officers.
<TABLE>
<CAPTION>
Option/SAR Grants in Last Fiscal Year
-------------------------------------
Potential
Realized Value at
Assumed Annual
Rates of Stock Price
Appreciation
Individual Grants for Option Term<F1>
- --------------------------------------------------------------------------------------------------------------------
% of
Total
Options/
SARs Market
Options/ Granted to Exercise Price
SARs Employees or Base on Grant
Granted in Fiscal Price Date Expiration
Name (#) Year ($/Sh) ($/Sh) Date 5% ($) 10% ($)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
George W. Belsey 50,000<F2> 23.3% 3.50 3.50 11/29/00 48,349 106,838
Maurice L. Martin, Jr. 50,000<F3> 23.3% 3.25 3.25 8/8/00 44,500 99,000
Michael G. Prieto 50,000<F3> 23.3% 3.25 3.25 8/8/00 44,500 99,000
Marius Burke -- -- -- -- -- -- --
____________________
<FN>
<F1> Calculated based upon the closing market price of the Common Stock on the Option grant date.
<F2> Exercisable as to 1/3 of the option shares on the 11/29/95 grant date, and an additional 1/3 on each
subsequent anniversary of the grant date until fully vested.
<F3> Exercisable as to 1/3 of the option shares on the 8/8/95 grant date, and an additional 1/3 on each
subsequent anniversary of the grant date until fully vested.
</TABLE>
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Options/SAR Values
---------------------------------------------------------------------------------
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized ($) Unexercisable<F1> Unexercisable<F1>
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
George Belsey -- -- 104,444/200,000 -0-/-0-
Maurice L. Martin, Jr. -- -- 160,832/ 62,084 -0-/-0-
Michael G. Prieto -- -- 8,333/ 66,667 -0-/-0-
Marius Burke -- -- 37,288/ 51,978 -0-/-0-
____________________
<FN>
<F1> Consists of options only.
</TABLE>
Employment Agreements. In June 1994, the Company entered into an
----------------------
Employment Agreement with Mr. Belsey for an initial term of five
years, subject to successive one-year extensions by written agreement
of both
14<PAGE>
parties. The Agreement may be terminated by either party without
cause upon 30 days' written notice and provides for a severance
payment equal to one year's base salary in the event of termination by
the Company without cause. For a period of one year following the
termination of employment with the Company, Mr. Belsey may not engage
in any business which competes with the Company anywhere in the United
States.
In November 1991, the Company entered into an Employment
Agreement with Mr. Martin for an initial term of two years. Because
the Agreement is subject to a continuous renewal clause, the remaining
term on any date for the Agreement is two years. The Agreement may be
terminated by either party without cause upon 90 days' written notice
and provides for a severance payment equal to two years' base salary
in the event of termination by the Company without cause. For a
period of two years following the termination of employment with the
Company, Mr. Martin may not engage in any business which competes with
the Company anywhere in the United States.
Mr. Marius Burke tendered his resignation as a Vice President of
the Company effective December 31, 1995. Effective January 1, 1996,
Mr. Burke and the Company have entered into a new five-year employment
agreement whereby Mr. Burke will provide services related to special
projects within his particular area of expertise and will receive
annual compensation of $39,040. The Agreement may be terminated by
Mr. Burke without cause upon 180 days written notice. The Company may
terminate the Agreement only for cause upon 30 days written notice.
The Agreement does not provide for severance payments. For a period
of one year following the termination of employment with the Company,
Mr. Burke may not engage in any business which competes with the
Company anywhere in the United States.
Effective December 1, 1993, the Company entered into an
Employment Agreement with Mr. Prieto for an initial term of one year,
subject to successive one-year extensions by written agreement of both
parties. The Agreement may be terminated by either party without
cause upon 90 days' written notice. For a period of two years
following the termination of employment with the Company, Mr. Prieto
may not engage in any business which competes with the Company
anywhere in the United States.
Common Stock Performance Graph./1/ The following graph depicts
------------------------------
the trading performance of the Company's Common Stock since January 1,
1990./2/ During this period, effective November 12, 1991, the Company
terminated its biotechnology research activities and entered the
aeromedical services business. The graph also illustrates the
performance since January 1, 1990 of the Standard & Poors 500
("S&P 500") index, and "peer group" companies in industries similar to
those of the Company./3/
____________________
/1/ This section is not "soliciting material," is not deemed filed
with the SEC and is not to be incorporated by reference in any
filing of the Company under the Securities Act of 1933 or the
Securities Exchange Act of 1934, whether made before or after the
date hereof and irrespective of any general incorporation
language in any filing.
/2/ In March 1995, the Company changed its fiscal year end from June
30 to December 31. This graph reports returns during the periods
January 1 through December 31 for years preceding fiscal year
1995 to facilitate comparability.
/3/ Peer Group Index returns for the period January 1, 1991 through
November 12, 1991 are based upon the market capitalization-
weighted returns of publicly-traded companies in Standard
Industrial Classification ("SIC") group 2836: Biological
Products, to provide stock performance comparability with the
business of Cell Technology, Inc., the Company's predecessor.
Peer Group Index returns following November 12, 1991 reflect the
transfer of the value on that date of the initial $100 investment
into a peer group consisting of other non-scheduled air transport
companies, specifically all publicly-traded companies in SIC
Group 4522: Non-scheduled Air Transport. The Company believes
that this Group is its most appropriate peer group for stock
comparison purposes due to the limited number of publicly traded
companies engaged in medical patient air or ground transport;
this Group contains a number of companies with capital costs and
operating constraints similar to those of the Company.
15<PAGE>
The S&P 500 is a widely-used composite index reflecting the
returns of five hundred publicly-traded companies in a variety of
industries. A significant number of these companies are substantially
larger than the Company in size and market capitalization.
TOTAL SHAREHOLDER RETURNS
-------------------------
<TABLE>
<CAPTION>
Annual Return Percentage
12-Months Ending
Company Index Dec91 Dec92 Dec93 Dec94 Dec95
=============================================================================================================
<S> <C> <C> <C> <C> <C>
S&P 500 INDEX 30.47 7.62 10.08 1.32 37.58
AIR METHODS CORP 25.00 -54.99 225.93 -84.09 71.43
PEER GROUP 186.99 -9.41 15.90 -17.29 27.01
<CAPTION>
Indexed returns
12-Months Ending
Company Index Dec90 Dec91 Dec92 Dec93 Dec94 Dec95
=============================================================================================================
<S> <C> <C> <C> <C> <C> <C>
S&P 500 INDEX 100 130.47 140.41 154.56 156.60 215.45
AIR METHODS CORP 100 125.00 58.26 183.36 29.17 50.01
PEER GROUP 100 266.99 241.86 280.32 231.85 294.48
</TABLE>
Peer Group Companies:
______________________________________________________________________
1991: Companies with the SIC code of 2838
1992-1996: Companies with the SIC code of 4522
[PERFORMANCE GRAPH APPEARS HERE]
16<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is responsible for recommending and
administering the Company's policies governing employee compensation.
The Compensation Committee evaluates the performance of management,
recommends compensation policies and levels, and makes recommendations
concerning salaries and incentive compensation such as stock options.
The full Board of Directors reviews the Compensation Committee's
recommendations regarding the cash compensation of the executive
officers of the Company. The Stock Option Committee of the Board of
Directors administers the Company's Employee Option Plan and is
responsible to consider the Compensation Committee's recommendations
regarding incentive compensation and to grant Options under the Plan.
COMPENSATION COMMITTEE REPORT/1/
The Company's executive compensation program is designed to
attract and retain executives capable of leading the Company to meet
its business and development objectives and to motivate them to
actions which will have the effect of increasing the long-term value
of shareholder investment in the Company. The primary elements of the
program are competitive pay and equity incentives. Annual
compensation for the Company's executive officers has consisted of
three elements: a cash salary, non-cash benefits including a tax-
advantaged retirement plan, and stock option grants.
The Compensation Committee considers a variety of factors, both
qualitative and quantitative, in evaluating the Company's executive
officers and making compensation decisions. These factors include the
compensation paid by comparable companies to individuals in comparable
positions, the individual contributions of each officer to the
Company, and most important, the progress of the Company towards its
long-term objectives. At this point in the Company's development,
objectives against which executive performance is gauged include the
addition and retention of aeromedical service contracts and the
securing of necessary capital and financing to fund business
expansion.
In considering the initial compensation of George W. Belsey, who
assumed the office of Chairman and Chief Executive Officer of Air
Methods Corporation on June 1, 1994, the Committee considered
primarily market-based factors in addition to Mr. Belsey's extensive
healthcare experience and the benefits that would result to the
Company from this experience. Mr. Belsey's future compensation will be
based upon similar factors to all other officers as described below.
In evaluating the fiscal year 1995 compensation of the Company's
executive officers and developing guidelines for fiscal year 1996
compensation, the Compensation Committee is reviewing current
compensation as compared to industry standards, as related to overall
Company profitability. These considerations include: (i) the
reduction of corporate expenditures for general and administrative
expenses; (ii) significant improvement in the operating income and
cash flow of the Company resulting in positive income and cash flow
for the fiscal year; (iii) development of new international markets
and delivery system concepts for aeromedical transportation.
____________________
/1/ This section is not "soliciting material," is not deemed filed
with the SEC and is not to be incorporated by reference in any
filing of the Company under the Securities Act of 1933 or the
Securities Exchange Act of 1934, whether made before or after the
date hereof and irrespective of any general incorporation
language in any filing.
17<PAGE>
In addition, in evaluating the fiscal year 1995 compensation of
the Company's executive officers and developing guidelines for fiscal
year 1996 compensation, the Compensation Committee is reviewing the
accomplishments and goals which were met in fiscal year 1995 by the
Company and its executive officers. These include: (i) the
achievement of profitable operation; and (ii) the resultant increase
in the Company's operating cash flow.
Lowell D. Miller, Ph.D.
Samuel H. Gray
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
The following executive officers or directors of the Company
filed reports or reported transactions under Section 16(a) under the
Exchange Act of 1934 on an other-than-timely basis: Maurice Martin,
Jr., Aaron D. Todd, and Michael Prieto each reporting grant issuance
of stock options and Marius Burke reporting a sell transaction of the
Company's common stock.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
KPMG Peat Marwick, independent certified public accountants,
audited the financial statements of the Company for the fiscal year
ended December 31, 1995. Representatives of KPMG Peat Marwick will
attend the Annual Meeting, will have the opportunity to make a
statement if they desire to do so, and will be available to respond to
appropriate questions. Selection of auditors for the current fiscal
year is pending a final decision by the Board of Directors.
STOCKHOLDER PROPOSALS
Stockholders who intend to present proposals at the 1997 Annual
Meeting of Stockholders, which the Company expects to hold in June
1997, must deliver proposals to the Company at its principal executive
offices, Attention Corporate Secretary, at least 120 days prior to
April 24, 1997, for inclusion in the Proxy Statement and form of Proxy
relating to that meeting. All proposals must comply with the
applicable requirements of federal securities' laws and the Company's
Bylaws.
OTHER MATTERS
The Company knows of no business which will be presented for
consideration at the Annual Meeting other than that described above.
However, if any other business should come before the Annual Meeting,
it is the intention of the persons named in the enclosed form of Proxy
to vote the Proxies in respect of any such business in accordance with
their best judgment.
18<PAGE>
PROXY
AIR METHODS CORPORATION
7301 SOUTH PEORIA STREET
ENGLEWOOD, COLORADO 80112
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints George W. Belsey and Aaron D.
Todd, and each of them, as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent, and to vote as
designated on the reverse side, all the shares of Common Stock of Air
Methods Corporation held of record by the undersigned on April 9, 1996
or any adjournment thereof upon the following matters, as set forth in
the Notice of said Meeting and Proxy Statement, dated April 24, 1996,
copies of which have been received by the undersigned.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR
DIRECTOR, FOR THE PROPOSED AMENDMENTS TO THE EMPLOYEE STOCK OPTION
PLAN, AND FOR PROPOSED GRANTS OF OPTIONS PURSUANT TO THE STOCK OPTION
PLAN AS AMENDED.
1. ELECTION OF DIRECTORS:
Nominees: Roy L. Morgan, Samuel H. Gray, Morad Tahbaz
FOR WITHHOLD
[ ] [ ]
[ ] For nominees except as noted above
2. PROPOSAL TO APPROVE AMENDMENTS TO EMPLOYEE STOCK OPTION PLAN:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. PROPOSAL TO GRANT OPTIONS PURSUANT TO THE EMPLOYEE STOCK OPTION
PLAN AS AMENDED:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. In their discretion, the Proxies are authorized to vote upon such
other matters as may be incidental to the conduct of the meeting.
MARK HERE
FOR ADDRESS
CHANGE AND [ ]
NOTE AT LEFT
PLEASE MARK, SIGN, DATE AND RETURN THE Proxy CARD PROMPTLY USING THE
ENCLOSED POSTAGE PRE-PAID ENVELOPE.
Please sign exactly as your name appears on this Proxy. If the shares
represented by this Proxy are held by joint tenants, both must sign.
When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If stockholder is a
corporation, please sign in full corporate name by President or other
authorized officer. If stockholder is a partnership, please sign in
partnership name by authorized person.
Signature:_______________________________________ Date_______________
Signature:_______________________________________ Date_______________
