<PAGE> 1
SCHEDULE 14A
(Rule 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[X] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2)).
[ ] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
BIODYNAMICS INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as specified in its Charter)
None.
- --------------------------------------------------------------------------------
(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)(1) 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
BIODYNAMICS INTERNATIONAL, INC.
1719 ROUTE 10, SUITE 314
PARSIPPANY, NEW JERSEY 07054
February 27, 1998
Dear Shareholder:
On behalf of the Board of Directors, I cordially invite you to attend
the 1998 Annual Meeting of the Shareholders of Biodynamics International, Inc.
(the "Company") which will be held at The University Club, One West 54th Street,
New York, New York 10019, on March 30, 1998, at 9:00 a.m., local time.
At the Annual Meeting, you will be asked (i) to elect five (5)
directors as members of the Board of Directors of the Company, (ii) to approve
and adopt an amendment to the Company's Articles of Incorporation changing the
name of the Company to Tutogen Medical Inc., (iii) to ratify the appointment of
Deloitte and Touche L.L.P. as the Company's independent auditors for the fiscal
year ending September 30, 1998, and (iv) to transact such other business as may
properly come before the meeting or any adjournment thereof. On the following
pages you will find the Notice of the Annual Meeting of Shareholders, and the
Proxy Statement providing information concerning the matters to be acted upon at
the meeting. Of course, the Board of Directors will be present at the Annual
Meeting to answer any questions you might have.
YOUR VOTE IS IMPORTANT! The Company's Board of Directors would greatly
appreciate your attendance at the Annual Meeting. HOWEVER, WHETHER OR NOT YOU
PLAN TO ATTEND THE ANNUAL MEETING, IT IS VERY IMPORTANT THAT YOUR SHARES BE
REPRESENTED. Accordingly, please sign, date, and return the enclosed proxy card
which will indicate your vote upon the various matters to be considered. If you
do attend the meeting and desire to vote in person, you may do so by withdrawing
your proxy at that time.
I sincerely hope you will be able to attend the Annual Meeting and I
look forward to seeing you at the 1998 Annual Meeting of Shareholders.
Very truly yours,
/s/ CHARLES C. DRAGONE
-------------------------
CHARLES C. DRAGONE
Chairman of the Board
<PAGE> 3
BIODYNAMICS INTERNATIONAL, INC.
1719 ROUTE 10, SUITE 314
PARSIPPANY, NEW JERSEY 07054
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 30, 1998
TO THE SHAREHOLDERS OF BIODYNAMICS INTERNATIONAL, INC.:
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of the Shareholders
of Biodynamics International, Inc., a Florida corporation (the "Company"), will
be held at The University Club, One West 54th Street, New York, New York 10019,
on March 30, 1998, at 9:00 a.m., local time, to act on the following matters:
1. To elect five (5) directors as members of the Board of
Directors of the Company to serve until the 1999 Annual
Meeting of Shareholders and until their respective successors
shall be duly elected and qualified;
2. To consider and vote upon a proposal to amend the Company's
Articles of Incorporation to change the name of the Company to
Tutogen Medical Inc.;
3. To ratify the appointment of Deloitte and Touche L.L.P. as the
Company's independent auditors for the fiscal year ending
September 30, 1998; and
4. To transact such other business as may properly come before
the meeting or any adjournment thereof.
Only Shareholders of record at 5:00 p.m., Eastern Standard Time, on
February 20, 1998, are entitled to receive notice of, and to vote at, the Annual
Meeting. EACH SHAREHOLDER, EVEN THOUGH HE OR SHE MAY PRESENTLY INTEND TO ATTEND
THE ANNUAL MEETING, IS REQUESTED TO SIGN AND DATE THE ENCLOSED PROXY CARD AND TO
RETURN IT WITHOUT DELAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. Any shareholder
present at the Annual Meeting may withdraw his or her proxy and vote in person
on each matter brought before the Annual Meeting.
By Order of the Board of Directors
/s/ Charles C. Dragone,
--------------------------
Charles C. Dragone,
Chairman of the Board
Parsippany, New Jersey
February 27, 1998
<PAGE> 4
BIODYNAMICS INTERNATIONAL, INC.
1719 ROUTE 10, SUITE 314
PARSIPPANY, NEW JERSEY 07054
PROXY STATEMENT
1998 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 30, 1998
GENERAL INFORMATION
This Proxy Statement is being furnished to the holders ("Shareholders")
of the common shares, par value $.01 per share ("Common Shares"), of Biodynamics
International, Inc., a Florida corporation (the "Company"), in connection with
the solicitation, by the Company's Board of Directors, of proxies for use at the
1998 Annual Meeting of Shareholders to be held on March 30, 1998, at 9:00 a.m.
(the "Annual Meeting"), and at any adjournment thereof. The Annual Meeting will
be held at The University Club, One West 54th Street, New York, New York 10019.
At the Annual Meeting, Shareholders will be asked to consider and vote
on the election of five (5) directors as members of the Board of Directors of
the Company, to consider and vote on a proposal to amend the Company's Articles
of Incorporation to change the name of the Company to "Tutogen Medical Inc.",
and to ratify the appointment of Deloitte and Touche L.L.P. as the Company's
auditors for the fiscal year ending September 30, 1998. All properly executed
proxies received prior to or at the Annual Meeting will be voted in accordance
with the instructions indicated thereon, if any. If no instructions are
indicated, such proxies will be voted FOR the election of the Board of
Directors' nominees for directors, FOR approval and adoption of the amendment to
change the Company's name, and FOR the ratification of Deloitte and Touche
L.L.P. as the Company's auditors.
The Board of Directors has fixed 5:00 p.m., Eastern Standard Time, on
February 20, 1998, as the record date (the "Record Date") for the determination
of the Shareholders of record entitled to receive notice of, and to vote at, the
Annual Meeting or any adjournment thereof. On January 30, 1998, there were
approximately 5,313,810 issued and outstanding Common Shares of the Company,
constituting the only class of stock outstanding. The presence of a majority of
the outstanding Common Shares as of the Record Date, in person or represented by
proxy, will constitute a quorum at the Annual Meeting.
Any Shareholder may revoke his or her proxy, at any time before it is
exercised, by (i) duly executing and submitting a subsequently dated proxy, (ii)
delivering a subsequently dated written notice of revocation to the Company,
which notice is received at or before the Annual Meeting, or (iii) voting in
person at the Annual Meeting (although, mere attendance at the Annual Meeting
will not, in and of itself, constitute a revocation of the proxy). Any written
notice revoking a proxy should be sent to the Acting Secretary of the Company at
the Company's principal executive offices, located at the address set forth
above.
This Proxy Statement and the enclosed proxy card are first being sent
to Shareholders, together with the Notice of Annual Meeting, on or about
February 27, 1998. SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE, AND SIGN THE
ACCOMPANYING FORM OF PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED WITH
THESE MATERIALS. No postage is necessary if the proxy is mailed in the United
States in the accompanying envelope.
<PAGE> 5
PROPOSAL I
ELECTION OF DIRECTORS
In accordance with the Company's Bylaws, the Board of Directors has
fixed the number of directors of the Company ("Directors") to be elected at the
Annual Meeting at five (5). The Company currently has five Directors, each of
whose term of office will expire at the Annual Meeting. The Board of Directors
has nominated five (5) persons (each, a "Nominee"), all of whom are the current
Directors, to stand for election at the Annual Meeting. Each Nominee has agreed
to seek re-election as a Director, to hold office until the 1999 Annual Meeting
of Shareholders and until his successor has been duly elected and qualified.
It is intended that the proxies received from Shareholders, unless
contrary instructions are given therein, will be voted in favor of the election
of the Nominees, named below, each of whom has consented to being named herein
and have indicated their intention to serve if elected. If any Nominee, for any
reason, should become unavailable for election, or if a vacancy should occur
before the election, it is intended that the shares represented by the proxies
will be voted for such other person as the Company's Board of Directors shall
designate to replace such Nominee. The Board of Directors has no reason to
believe that any of the Nominees will not be available or prove unable to serve
if so elected.
NOMINEES FOR DIRECTOR
The following table sets forth the names and ages of each person
nominated for election as a Director of the Company, the positions and offices
that each Nominee has held with the Company, and the period during which each
has served in such positions and offices. Each Director serves for a term of one
year and until his successor is duly elected and qualified.
TABLE OF NOMINEES
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
NAME OF NOMINEE AGE POSITIONS/OFFICES PERIOD SERVED IN
--------------- --- ----------------- ----------------
OFFICE/POSITION
---------------
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------
G. Russell Cleveland 59 Director 1997 - present
- --------------------------------------------------------------------------------------------------
Charles C. Dragone 60 Chairman of the Board 1996 - present
Director 1992 - present
Chief Executive Officer April 1995 - March 1996
Chief Financial Officer October 1992 - September 1994
- --------------------------------------------------------------------------------------------------
J. Harold Helderman, MD 52 Director 1997 - present
- --------------------------------------------------------------------------------------------------
Karl H. Meister(1) 62 Director 1996 - present
Chief Executive Officer 1996 - present
President 1996 - present
- --------------------------------------------------------------------------------------------------
Elroy G. Roelke(2) 67 Director 1995 - present
Acting Secretary January 1998
- --------------------------------------------------------------------------------------------------
</TABLE>
- --------------------
(1) Mr. Meister, in his capacities as President and Chief Executive Officer
of the Company, serves for a term of three (3) years.
(2) On January 12, 1998, Mr. Roelke was appointed to serve as Acting
Secretary, until the next appointment of officers, following the
resignation of the Company's Secretary.
2
<PAGE> 6
Set forth below is a description of the business experience during the
past five (5) years or more, and other biographical information, for the
Nominees seeking election to the Board of Directors.
G. RUSSELL CLEVELAND is the principal founder and the majority
shareholder of Renaissance Capital Group, Inc. ("Renaissance"). Renaissance
specializes in providing capital to growing emerging publicly owned companies.
He is a Chartered Financial Analyst with over 30 years experience in financial
planning and analysis. He has served as President of the Dallas Association of
Investment Analysts. For over 10 years he was a contributing editor of Texas
Business Magazine. Mr. Cleveland currently serves as the Managing General
Partner of Renaissance Capital Partners, Ltd., Renaissance Capital Partners II,
Ltd., Renaissance Capital Growth & Income Fund III, Inc. (NASDAQ), and
Renaissance U.S. Growth & Income Trust PLC, which is traded on the London
exchange. Mr. Cleveland also currently serves as director of Global
Environmental Corp. and Biopharmaceutics, Inc.
CHARLES C. DRAGONE has served as the Company's Chairman of the Board
since 1996, and he has served at various times during the past as the Company's
Chief Executive Officer, and as its Chief Financial Officer. Mr. Dragone is a
director of KiMed Corporation, a medical products and services company (1992 to
1997). Formerly, he was a Partner of Financial Associates, a Sarasota, Florida
consulting firm specializing in corporate finance (1986 to 1992), a private
consultant in corporate finance matters (1982 to 1986), and a Vice President,
Chief Financial Officer and director of K-Tron International, a manufacturer of
process control equipment used by the chemical, pharmaceutical, plastics and
food industries (1965 - 1981).
J. HAROLD HELDERMAN, MD is a Professor of Medicine, Microbiology and
Immunology at Vanderbilt University, Nashville, Tennessee, and the Medical
Director of the Vanderbilt Transplant Center. Dr. Helderman received his MD from
the State University of New York, Downstate Medical Center in 1971, Summa Cum
Laude. In addition to book and monograph writings, he has authored more than 125
publications in his field of transplant medicine. Dr. Helderman is President of
the American Society of Transplant Physicians.
KARL H. MEISTER has more than 30 years international and U.S.
management experience in the pharmaceutical and medical device industries.
Before being appointed President and Chief Executive Officer of the Company in
March, 1996, Mr. Meister was President and Chief Executive Officer of Carrington
Laboratories, Inc., a pharmaceutical company (1990-1995). He also held executive
management positions with Schering-Plough Corporation (1976-1988), and Pfizer,
Inc. (1965-1976). Mr. Meister received a B.A. Magna Cum Laude from Georgetown
University and an M.B.A. from the University of Chicago.
ELROY G. ROELKE is a practicing attorney and, for more than forty (40)
years, has specialized in corporate finance and business law. In addition, since
1985, he served as Chairman of Knollwood Mercantile Company, a family-owned
retail liquor and convenience store business. In March 1989, Mr. Roelke joined
Renaissance Capital Group, Inc. and served as Vice President, General Counsel
and director until he retired in December 1996. Mr. Roelke currently serves as
sole director of Microlytics, Inc. and as a director of Appoint Technologies,
Inc., which companies are prior Renaissance Capital investments that
discontinued business pending reorganization. In addition, Mr. Roelke serves as
a director of several privately-held companies that retain him for corporate
legal services. Mr. Roelke received B.A. and J.D. degrees from Valparaiso
University.
There are no family relationships between any of the Company's
Director/Nominees or executive officers. There are no arrangements between any
Director/Nominee and any person pursuant to which he was, or will be, selected
as Director/Nominee.
3
<PAGE> 7
DIRECTOR MEETINGS AND COMMITTEES
During the fiscal year ended September 30, 1997 ("Fiscal Year 1997"),
the Board of Directors of the Company held a total of five (5) regular and
twelve (12) telephonic meetings. Each of the Directors attended more than 75% of
the total number of meetings of the Board of Directors and the committees on
which the Director served. The committees of the Board of Directors consist of a
standing Audit Committee and a Compensation and Stock Option Committee.
The Audit Committee of the Board of Directors met one (1) time in
Fiscal Year 1997. The Audit Committee is responsible for recommending to the
Board of Directors the engagement or discharge of the independent public
accountants, meeting with the independent public accountants to review the plans
and results of the audit engagement, approving the services to be performed by
the independent public accountants, considering the range of the audit and
non-audit fees, reviewing the adequacy of the Company's system of internal
accounting, reviewing the scope and results of the Company's internal audit
procedures. The Audit Committee is comprised of Charles C. Dragone and Elroy G.
Roelke.
The Compensation and Stock Option Committee administers the Company's
1996 Stock Option Plan and its 1996 Management Compensation Plan. The committee
makes recommendations to the Board of Directors with respect to the Company's
compensation policies and the compensation of executive officers. The
Compensation and Stock Option Committee is comprised of G. Russell Cleveland and
Dr. J. Harold Helderman. All compensation matters were addressed by the full
Board of Directors in Fiscal 1997.
COMPENSATION OF DIRECTORS
The Company's outside Directors receive a $2,000 annual retainer,
$1,000 per meeting for attendance at Board meetings, $250 per telephonic
meeting, plus reimbursement of out-of-pocket expenses. Beginning January 1998,
the Chairman of the Board receives $1,000 per month for his services as
Chairman. Additionally, the Company's Directors are eligible to participate in
the Company's 1996 Stock Option Plan, which plan is summarized elsewhere in this
Proxy Statement under "Compensation of Executive Officers Stock Option Plan".
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE ELECTION OF ALL 5 NOMINEES.
PROPOSAL II
APPROVAL AND ADOPTION OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
CHANGING THE NAME OF THE CORPORATION
The Company's core business is the processing of human donor tissue
("allografts") using its patented Tutoplast(R) process of tissue preservation,
for distribution to hospitals and surgeons. The Tutoplast(R) process utilizes a
technique which has been shown to inactivate viruses, such as hepatitis and HIV,
the virus which causes AIDS, to render the Company's allografts safe for the
recipient. The Company's management is not aware of any documented cases of
disease transmission, tissue rejection or infection attributable to Tutoplast(R)
processed allografts in over 750,000 implants performed in the past 25 years.
The Company's Board of
4
<PAGE> 8
Directors believes that the Company has established itself through the
Tutoplast(R) trademark identity and a record of safety and quality assurance.
On January 12, 1998, the Board of Directors adopted a resolution to
propose to Shareholders that the Company change its corporate name from
Biodynamics International, Inc. to "Tutogen Medical Inc." The Board of Directors
believes that the proposed new name more accurately reflects the nature of the
Company's core business and its proprietary Tutoplast(R) process of tissue
preservation. In order to change the Company's name, Shareholders must approve
and adopt articles of amendment ("Articles of Amendment") to the Company's
Articles of Incorporation. The text of Article I of the Articles of
Incorporation of the Corporation will be amended to read as follows:
"ARTICLE I
The name of the corporation is: Tutogen Medical Inc. (the "Corporation")."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE PROPOSAL TO CHANGE THE CORPORATE NAME.
PROPOSAL III
APPROVAL AND RATIFICATION OF APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected the firm of Deloitte and Touche
L.L.P., independent public accountants, to be the Company's auditors for the
fiscal year ending September 30, 1998, and recommends that Shareholders vote to
ratify that appointment. Although submission of this matter to Shareholders is
not required by law, in the event of a negative vote, the Board of Directors
will reconsider its selection. Ratification of the appointment will require
that, at a meeting where a quorum is present, the votes cast in favor of the
ratification exceed those votes cast opposing ratification. Deloitte and Touche
L.L.P. is expected to have a representative at the Annual Meeting who will be
available to respond to appropriate questions from Shareholders attending the
meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
EXECUTIVE OFFICERS
The executive officers of the Company ("Officers"), their ages, and
positions with the Company are set forth below:
<TABLE>
<CAPTION>
Name Age Position with Company
---- --- ---------------------
<S> <C> <C>
Karl H. Meister 62 President and Chief Executive Officer
Elroy G. Roelke 67 Acting Secretary
</TABLE>
5
<PAGE> 9
Pursuant to the Company's Bylaws, Officers shall be appointed annually
by the Board of Directors, at its annual meeting, to hold such office until an
Officer's successor shall have been duly appointed and qualified, unless an
Officer sooner dies, resigns or is removed by the Board. In 1996, the Company
entered into an employment agreement with Karl H. Meister to serve as the
Company's President and Chief Executive Officer for a term of three (3) years.
On January 12, 1998, following the resignation of the Company's Secretary, Elroy
G. Roelke was appointed to serve as Acting Secretary, until the next appointment
of Officers at the next annual meeting of the Board of Directors scheduled for
March 1998. Messrs. Meister and Roelke are also Nominees for election as
Directors at the Annual Meeting. Their business experience and other
biographical information is summarized in the forepart of this Proxy Statement
under the caption "Proposal I - Election of Directors."
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The following summary compensation table sets forth the cash and
non-cash compensation paid to or accrued for the past two fiscal years for the
Company's Chief Executive Officer, Karl H. Meister, who commenced employment
with the Company on March 1, 1996. There are no other Officers or individuals
whose compensation exceeded $100,000 for the Fiscal Year 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation -------------------------------------
Awards Payouts
- ------------------------------------------------------------------------------------------------------------------------------
Securities
Name And Other Restricted Underlying
Principal Fiscal Annual Stock Options/ LTIP All Other
Position Year Salary Bonus Compensation Award(s) SARs Payouts Compensation
($) ($) ($) ($) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------
1997 160,000 0 0 0 360,000(1) 0 0
Karl H. Meister
President and ---------------------------------------------------------------------------------------------------------
Chief Executive
Officer
1996 93,000 0 0 0 825,000(2) 0 0
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------
(1) On November 10, 1997, the Company canceled all options granted to Mr.
Meister in 1996, and replaced them with options to purchase, in the
aggregate, 330,000 Common Shares. In addition, pursuant to his
employment agreement, the Company granted Mr. Meister an Annual Stock
Option for the purchase of 30,000 Common Shares. See, "Stock Option
Grants - Repriced Options."
(2) Represents a Special Stock Option for the purchase of 750,000 Common
Shares and an Annual Stock Option for the purchase of 75,000 Common
Shares. On November 10, 1997, both options granted to Mr. Meister in
1996 were canceled and replaced. See, "Stock Option Grants - Repriced
Options."
EMPLOYMENT AGREEMENT
The Company entered into an employment agreement with Karl H. Meister,
its President and Chief Executive Officer, pursuant to which Mr. Meister's
employment with the Company commenced on March 1, 1996 and shall terminate on
February 28, 1999, subject to automatic extensions for additional one-year
periods,
6
<PAGE> 10
unless the Company or Mr. Meister delivers a written notice of his or its
election to terminate, or the Company terminates his employment for cause. Mr.
Meister's annual base salary is $160,000 per year. The employment agreement
further provides for: (i) an annual cash bonus in an amount approximately equal
to 35% of his annual base salary, subject to the satisfaction of reasonable
performance goals, and (ii) five-year, non-qualified, stock options for 30,000
Common Shares, granted annually under the 1996 Plan (each, an "Annual Stock
Option"). Under the original terms of the employment agreement, Annual Stock
Options would be exercisable for the purchase of 75,000 Common Shares. This
number was revised to 30,000 Common Shares on November 10, 1997, and the Annual
Stock Option for 75,000 shares, awarded to Mr. Meister in 1996, was canceled and
replaced with a new option for the purchase 30,000 Common Shares. Also, under
the original terms of the employment agreement, Mr. Meister was awarded in 1996,
a special stock option to purchase 750,000 Common Shares, at an exercise price
of $.85 per share, 40% vested upon grant, 30% vested in twelve (12) months, and
30% vested in twenty-four (24) months, and expiring five (5) years from the date
of the grant (the "Special Stock Option"). The Special Stock Option was canceled
on November 10, 1997 and replaced with a new option for 300,000 Common Shares.
See, "Stock Option Grants - Repriced Options."
1996 MANAGEMENT COMPENSATION PLAN
The Company maintains a 1996 Management Compensation Plan (the
"Compensation Plan") pursuant to which Common Shares may be awarded to
management employees. The purpose of the Compensation Plan is to reward
management employees for superior results obtained by the Company and by such
employees individually. The Company wishes in the future to utilize the
Compensation Plan to attract and retain superior executive talent and to obtain
a commitment to the long-term success of the Company. The following is a summary
of the provisions of the Compensation Plan. This summary is qualified in its
entirety by reference to the Compensation Plan, a copy of which may be obtained
from the Company.
The Compensation Plan authorizes the granting to management employees
of the Company and its subsidiaries incentive compensation in the form of
bonuses, payable 50% in cash and 50% in Common Shares based on the fair market
value of the stock on the date of certification of the payment thereof (each
such payment, a "Bonus"). Management employees of the Company or one or more of
its subsidiaries who are selected to participate in the Compensation Plan by the
Compensation and Stock Option Committee of the Board of Directors are eligible
to receive Bonuses.
The Compensation and Stock Option Committee is responsible for the
administration of the Compensation Plan. The Compensation and Stock Option
Committee has full authority to interpret the Compensation Plan, to
establish rules and regulations relating to the operation of the Compensation
Plan, to determine the management employees eligible to receive Bonuses
thereunder, to set Bonus criteria, to determine whether and to what extent the
Bonus criteria or other results have been met, and to make all other
determinations and take all other actions as the Compensation and Stock Option
Committee deems necessary, advisable or appropriate for the proper
administration of the Compensation Plan.
The criteria for incentive compensation under the Compensation Plan
consists of two parts: corporate results and individual results. Corporate
results means exceeding budgeted sales and profits and meeting certain annual
Bonus criteria. Individual results are measured by whether an employee achieves
certain goals set for his or her position. The amount of potential Bonus for an
employee consists of a target Bonus multiplied by a performance component. The
target Bonus is determined as a percentage of salary and ranges from 20% to 35%
depending on the individual's position. The performance component is a
percentage rate measuring results achieved in comparison to the Company's annual
operating budget. The performance component can be adjusted upward or downward
based on individual performance, upon approval by the Compensation and Stock
Option Committee.
7
<PAGE> 11
The Compensation Plan currently reserves 500,000 Common Shares for
issuance thereunder. In the event the Company effects a split of its outstanding
Common Shares or a dividend payable in Common Shares, or in the event
outstanding Common Shares are combined into a smaller number of shares, the
maximum number of shares that may be issued under the Compensation Plan will be
decreased or increased proportionately. Presently, there are no shares
outstanding under the Compensation Plan. The Compensation Plan shall terminate
on February 27, 2001.
STOCK OPTION PLAN
The Company utilizes its 1996 Stock Option Plan (the "1996 Plan") to
attract, maintain and develop management by encouraging ownership of the
Company's Common Shares by Directors, Officers, and other key employees. The
following is a summary of the provisions of the 1996 Plan. This summary is
qualified in its entirety by reference to the 1996 Plan, a copy of which may be
obtained from the Company.
The 1996 Plan authorizes the granting both incentive stock options, as
defined under Section 422 of the Internal Revenue Code of 1986 ("ISO's"), and
non-statutory stock options ("NSSO's") to purchase Common Shares. All employees
of the Company and its affiliates are eligible to participate in the 1996 Plan.
The 1996 Plan also authorizes the granting of NSSO's to non-employee Directors
and consultants of the Company. Pursuant to the 1996 Plan, an option to purchase
10,000 Common Shares shall be granted automatically to each outside Director who
is newly elected to the Board. In addition, an option to purchase 2,500 Common
Shares shall be granted automatically, on the date of each annual meeting of
Shareholders, to each outside Director who has served in that capacity for the
past six months and continues to serve following such meeting. Any outside
Director may decline to accept any option granted to him under the 1996 Plan.
The Board of Directors or the Compensation and Stock Option Committee
of the Board of Directors is responsible for the administration of the 1996 Plan
and determines the employees to be granted options, the period during which each
option will be exercisable, exercise price, the number of Common Shares covered
by each option, and whether an option will be a non-qualified or an incentive
stock option. However, the exercise price for the purchase of shares subject to
such an option cannot be less than 100% of the fair market value of the Common
Shares on the date the option is granted. The Stock Option Committee has no
authority to administer or interpret the provisions of the 1996 Plan relating to
the grant of options to outside Directors.
No option granted pursuant to the 1996 Plan is transferable otherwise
than by will or the laws of descent and distribution. The term of each option
granted to an employee under the 1996 Plan is determined by the Board of
Directors or the Compensation and Stock Option Committee, but in no event may
such term exceed ten (10) years from the date of grant. Each option granted to
an outside Director under the 1996 Plan shall be exercisable in whole or in part
during the four (4)-year period commencing on the date of the grant of such
option. Any option granted to an outside Director shall remain effective during
its entire term, regardless of whether such Director continues to serve as a
Director. The purchase price per Common Share, under each option granted to a
Director, will be the fair market value of the Common Shares on the date of
grant.
The vesting period for options granted under the 1996 Plan is set forth
in an option agreement entered into with the optionee. ISO's granted to an
optionee terminate 90 days after retirement. In the event of death or
disability, all vested options expire 180 days from the date of death or
termination of employment due to disability. Upon the occurrence of a "change in
control" of the Company, the maturity of all options then outstanding under the
1996 Plan will be accelerated automatically, so that all such options will
become exercisable in full with respect to all shares that have not been
previously exercised or become exercisable. A "change in control" includes
certain mergers, consolidation, reorganization, sales of assets, or a
dissolution of the Company.
8
<PAGE> 12
The 1996 Plan presently reserves 2,000,000 Common Shares for issuance
thereunder. In the event that the Company effects a split of the outstanding
Common Shares or a dividend payable in Common Shares, or the outstanding Common
Shares are combined into a smaller number of shares, the maximum number of
shares subject to outstanding options and the purchase price per share of such
options will be increased or decreased proportionately. As of January 30, 1998,
options have been issued for 791,700 shares and 1,208,300 shares remain
available under the 1996 Plan. Unless sooner terminated, the 1996 Plan will
expire on February 27, 2006.
STOCK OPTION GRANTS - REPRICED OPTIONS
On November 10, 1997, the Shareholders approved a one-for-ten reverse
split of the Company's Common Shares (the "Reverse Split"). To remedy the
negative effects of the Reverse Split on the exercise prices of outstanding
options, which had ranged from $0.4375 per share to $1.10 per share before the
Reverse Split, and $4.375 per share to $11.00 per share after the Reverse Split,
the Company canceled all of the outstanding stock options issued to its current
employees and Directors (the "Old Options"), and replaced them with new options
(the "New Options"). The New Options are exercisable for a number of Common
Shares which is 40% of the former number of shares into which the Old Options
were exercisable before the Reverse Split. The exercise price of the New
Options, $1.57 per share, is equivalent to the market price of the Common Shares
on the date of their grant.
The following table sets forth certain information regarding the
options granted to Karl H. Meister, the Company's Chief Executive Officer, on
November 10, 1997.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(Individual Grants)
<TABLE>
- ---------------------------------------------------------------------------------------------------------
Number of Securities
Underlying
Options/SARs Percent of Total Exercise or
Granted Options/SARs Granted Base Price Expiration
Name (#) To Employees ($/Sh) Date
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------
300,000(1) 32.9% $1.57 November 9, 2002
Karl H. Meister
President and Chief -----------------------------------------------------------------------------------
Executive Officer
60,000(2) 6.6% $1.57 November 9, 2002
- ---------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------
(1) Pursuant to the provisions of Mr. Meister's employment agreement and
the terms and conditions of the Non-Statutory Stock Option Agreement
dated November 10, 1997, the Company granted Mr. Meister this New
Option to purchase 300,000 Common Shares for $1.57 per share, which
shall vest as follows: (i) November 10, 1997 - 120,000 shares, (ii)
November 10, 1998 - 90,00 shares, and November 10, 1999 - 90,000
shares. This New Option represents a replacement for Mr. Meister's 1996
Special Stock Option to purchase 750,000 Common Shares at $0.85 per
share, which was canceled on November 10, 1997.
(2) Pursuant to the provisions of Mr. Meister's employment agreement, the
1996 Plan, and the terms and conditions of the Non-Statutory Stock
Option Agreement dated November 10, 1997, the Company granted Mr.
Meister this option to purchase 60,000 Common Shares for $1.57 per
share, which was fully-vested as of the date of grant. This option
represents the aggregate of (i) a replacement for Mr. Meister's 1996
Annual Stock Option to purchase of 75,000 Common Shares, canceled
November 10, 1997, with a New Option to purchase 30,000 shares, and
(ii) the grant of Mr. Meister's 1997 Annual Stock Option, for 30,000
shares.
9
<PAGE> 13
401(K) PLAN
The Board of Directors of the Company approved a tax-deferred
investment plan (the "401(k) Plan") effective in 1991. All full-time employees
of the Company may elect to participate in the 401(k) Plan, once he or she has
completed six (6) months of service to the Company. Under the 401(k) Plan, a
participating employee is given an opportunity to make an elective contribution
under a salary deferral savings arrangement of up to a maximum of 15% of the
participant's pre-tax compensation, up to a maximum of $9,500 per year. In
addition, the Company makes a separate matching contribution, in an amount equal
to 50% of the amount contributed by the employee, up to a maximum dollar amount
equal to 6% of the employee's annualized compensation in that year. An employee
of the Company may elect to retire after attaining age 65, or after age 55 and
the completion of five (5) years of service, if earlier. At that time, the total
amount contributed, plus any accumulated earnings, will be used to provide a
lump sum payment to any retiring participant in the 401(k) Plan. Participants
terminating employment prior to normal retirement date will be fully vested in
their own elective contribution. Funds accumulated from the Company's matching
contributions will vest over a six year period. During Fiscal 1997, Mr. Meister
participated in the 401(k) Plan at 8% of his salary.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
To overcome financial difficulties experienced by the Company in Fiscal
Year 1997, the Board of Directors initiated a significant restructuring of the
Company's capitalization. In particular, the Company sought the cooperation of
its institutional investors to provide immediate capital, and to convert their
ownership of the Company's preferred stock and debt into equity. On August 29,
1997, the Company reached such an agreement (the "Recapitalization Agreement")
with several of its institutional investors, including Renaissance Capital
Partners Ltd., II ("Renaissance"). G. Russell Cleveland, a Director of the
Company, is the President and 66.6% majority shareholder of Renaissance Capital
Group ("Renaissance Group"), which is the Managing General Partner of
Renaissance.
Pursuant to the Recapitalization Agreement, institutional investors
holding a majority of the Company's Series C Preferred Stock (the "Series C
Stock") agreed to take certain actions to effect a conversion of the Series C
Stock into Common Shares. In that conversion, Renaissance received 547,560
Common Shares, and a warrant to purchase approximately 547,560 additional Common
Shares for $1,368,900 (the "Series C Warrant").
In addition, Renaissance loaned the Company additional funds, for
working capital purposes, which, together with a June 1997 loan to the Company
from Renaissance, totaled approximately $2,035,928 in principal and interest as
of September 16, 1997, bore interest at the rate of 12% per annum, and matured
on December 31, 1997 (the "Bridge Loan"). On November 11, 1997, the Bridge Loan
was replaced with (i) a Convertible Debenture Loan Agreement between the Company
and Renaissance (the "Loan Agreement"), (ii) a 9% Convertible Debenture (the
"Debenture"), and a warrant to purchase Common Shares (the "Bridge Warrant").
Under the Loan Agreement, Renaissance reduced the interest rate of the former
Bridge Loan to 9% per annum, and extended the maturity date to November 11, 2002
(the "Loan"). Overdue principal and interest however, will bear interest at a
rate of 12% per annum. The Loan is convertible, at Renaissance's option, in
whole or in part, into 4,413,231 Common Shares, at a conversion price of
$0.4699688 per share (subject to certain adjustments and a maximum rate). The
Company's obligations under the Loan Agreement and the Debenture are secured by
all of the assets of the Company pursuant to amendments to the security
agreements and a stock pledge agreement executed in connection with the former
Bridge Loan. The Bridge Warrant is exercisable at $2,015,991, for the purchase
of 806,397 Common Shares.
10
<PAGE> 14
As a result of the Recapitalization Agreement, Renaissance, Renaissance
Group and Mr. Cleveland presently have beneficial ownership of approximately
56.98% of the Common Shares. In calculating the percentage ownership for a given
individual or group, the number of Common Shares outstanding includes unissued
shares subject to options, warrants, rights or conversion privileges,
exercisable within sixty (60)days, which are held by such individual or group,
and include the Series C Warrant, the Debenture and the Bridge Warrant.
SECURITY OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Shares as of January 30, 1998, by
(i) each person known to the Company to own beneficially more than 5% of its
Common Shares, (ii) each Director and Officer of the Company, and (iii) all
Directors and Officers as a group. As of January 30,1998, there were
approximately 5,313,810 Common Shares issued and outstanding.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
NAME AND ADDRESS AMOUNT AND NATURE PERCENTAGE
OF BENEFICIAL OWNER BENEFICIAL OWNER(1)(2) OF CLASS(3)
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Renaissance Capital Partners II, Ltd.(4)................. 6,314,748 56.98%
8080 N. Central Expressway
Suite 210-LB 59
Dallas, TX 75206
Renaissance Capital Group, Inc.(5)....................... 6,314,748 56.98%
Kleinwort Benson European Mezzanine Fund, L.P.(6)........ 1,395,193 24.75%
Westbourne
The Grange
St. Peter Port
Guernsey, CI
GY1 3BG
NatWest Ventures (Investments) Ltd.(7)................... 1,918,409 35.95%
Fenchurch Exchange
8 Fenchurch Place
London, England
EC3M4TE
G. Russell Cleveland(8).................................. 6,314,748 56.98%
Charles C. Dragone(9).................................... 153,109 2.80%
Dr. J. Harold Helderman(10).............................. 40,000 *
Karl H. Meister(11)...................................... 423,308 7.54%
Elroy G. Roelke(10)...................................... 42,000 *
All Directors and Officers as a group (5 persons)........ 6,973,165 60.12%
</TABLE>
11
<PAGE> 15
- --------------------
* Less than 1%
(1) In accordance with Rule 13d-3 promulgated pursuant to the Exchange Act,
a person is deemed to be the beneficial owner of the security for
purposes of the rule if he or she has or shares voting power or
dispositive power with respect to such security or has the right to
acquire such ownership within sixty days. As used herein, "voting
power" is the power to vote or direct the voting of shares, and
"dispositive power" is the power to dispose or direct the disposition
of shares, irrespective of any economic interest therein.
(2) Except as otherwise indicated by footnote, the persons named in the
table have sole voting and investment power with respect to all of the
Common Shares beneficially owned by them.
(3) In calculating the percentage ownership for a given individual or
group, the number of Common Shares outstanding includes unissued shares
subject to options, warrants, rights or conversion privileges
exercisable within sixty days held by such individual or group.
(4) Includes 5,767,188 Common Shares which Renaissance Capital Partners II,
Ltd. has the right to acquire within sixty (60) days.
(5) Represents all of the Common Shares beneficially owned by Renaissance
Capital Partners II Ltd. Renaissance Capital Group, Inc. is the
Managing General Partner of Renaissance Capital Partners II, and its
business address is the same as that provided for Renaissance Capital
Partners II.
(6) Includes 322,035 Common Shares which Kleinwort Benson has the right to
acquire within sixty (60) days.
(7) Includes 21,615 Common Shares which NatWest has the right to acquire
within sixty (60) days.
(8) Represents all of the Common Shares beneficially owned by Renaissance
Capital Partners II Ltd. and Renaissance Capital Group, Inc. Mr.
Cleveland is the President and 66.6% majority shareholder of
Renaissance Capital Group, Inc. His business address is that of
Renaissance Capital Partners II Ltd.
(9) Includes 136,520 Common Shares which Mr. Dragone has the right to
acquire within sixty (60) days, and 16,589 shares which Mr. Dragone
shares voting and investment power with his spouse.
(10) All of the Common Shares beneficially owned by Messrs. Helderman and
Roelke are derivative securities which the beneficial owner has the
right to acquire within sixty (60) days.
(11) Includes 297,651 Common Shares which Mr. Meister has the right to
acquire within sixty (60) days.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act of 1934, as amended,
all executive officers, directors, and each person who is the beneficial owner
of more than 10% of the common shares of a company that files reports pursuant
to Section 12 of the Exchange Act, are required to report the ownership of such
common shares, options, and stock appreciation rights (other than certain
cash-only rights), and any changes in that ownership, with the Securities and
Exchange Commission (the "SEC"). Specific due dates for these reports have been
established, and the Company is required to report, in this Proxy Statement, any
failure to comply therewith during the fiscal year ended September 30,1997. The
Company believes that all of these filing requirements were satisfied by its
Officers, Directors and by the beneficial owners of more than 10% of the Common
Shares], except that G. Russell Cleveland and Dr. J. Harold Helderman each made
an inadvertent late filing of his respective Form 3 (Initial Statement of
Beneficial Ownership of Securities), which form must be filed with the SEC
shortly after a person becomes an Officer or Director of the Company. In making
this statement, the Company has relied on copies of the reporting forms received
by it, and upon the written
12
<PAGE> 16
representations from certain reporting persons that no Form 5 (Annual Statement
of Changes in Beneficial Ownership) were required to be filed under applicable
rules of the SEC.
VOTING SECURITIES
Under the Florida Business Corporation Act ("FBCA"), directors are
elected by a plurality of the votes cast at a meeting in which a quorum is
present. In connection with an election of directors, votes may be cast in favor
of, or withheld from, each nominee. Votes withheld from a nominee will be
counted in determining whether a quorum has been reached. However, since
directors are elected by a plurality, votes withheld from a nominee or nominees
will be excluded entirely and will not be counted as a vote cast in an election
of directors.
In connection with the proposals to change the Company's name and to
ratify the Company's auditors, votes may be cast "For" or "Against" a proposal,
or a Shareholder may "Abstain" from voting on the proposal or proposals. Under
the FBCA, at a meeting where a quorum is present, all matters submitted to
Shareholders (other than an election of directors) are approved if the votes
cast in favor of the action exceeds the votes cast in opposition to the matter
presented (unless the Articles of Incorporation or state law requires a greater
number of votes). Accordingly, with respect to any proposal coming before the
Annual Meeting, other than the election of Directors, all abstentions and broker
non-votes will be counted as present for purposes of determining the existence
of a quorum, but since they are neither a vote cast in favor of, or a vote cast
against, a proposed action, abstentions and broker non-votes will not be counted
as a vote cast on any matter coming before the meeting. A broker non-vote
generally occurs when a broker, who holds shares in street name for a customer,
does not have authority to vote on certain non-routine matters because its
customer has not provided any voting instructions on the matter.
Each Common Share outstanding on the Record Date entitles the record
holder thereof to cast one vote with respect to each matter to be voted upon.
SHAREHOLDER PROPOSALS
Eligible Shareholders who wish to present proposals for action at the
1999 Annual Meeting of Shareholders should submit their proposals in writing to
the President of the Company at the address of the Company set forth on the
first page of this Proxy Statement. Proposals must be received by the President
no later than October 30, 1998 for inclusion in next year's proxy statement and
proxy card. A Shareholder is eligible to present proposals if, at the time he or
she submits a proposal or proposals, the Shareholder owns at least 1% or $1,000
in market value of Common Shares and has held such shares for at least one year,
and the Shareholder continues to own such shares through the date of the 1999
Annual Meeting.
ANNUAL REPORT
A copy of the Company's Annual Report on Form 10-KBS, including the
financial statements and schedules thereto (without exhibits), (the "1997 Annual
Report"), accompanies this Proxy Statement and the Notice of Annual Meeting of
Shareholders. The 1997 Annual Report is not part of the proxy solicitation
materials.
13
<PAGE> 17
SOLICITATION COSTS
The Company will bear the costs of preparing, assembling and mailing
the Proxy Statement, the proxy card, and the 1997 Annual Report in connection
with the Annual Meeting. In addition to the use of the mail to solicit proxies
for the Annual Meeting, certain employees of the Company may be utilized by the
Company to solicit Shareholders' proxies by telephone, telegraph or in person.
Such employees will not receive additional compensation for such services to the
Company. Arrangements may be made with banks, brokerage houses, and other
institutions, nominees, and fiduciaries, to forward the proxy materials to
beneficial owners and to obtain authorization from beneficial owners for the
execution of proxies. The Company will, upon request, reimburse those persons
and entities for expenses incurred in forwarding proxy materials to beneficial
owners
OTHER MATTERS
At the time of the preparation of this Proxy Statement, the Board of
Directors of the Company had not been informed of any matters which would be
presented for action at the Annual Meeting, other than the proposals
specifically set forth in the Notice of Annual Meeting of Shareholders and
referred to herein. If any other matters are properly presented for action at
the Annual Meeting, it is intended that the persons named in the accompanying
proxy card will vote or refrain from voting in accordance with their best
judgement on such matters after consultation with the Board of Directors.
By Order of the Board of Directors
CHARLES C. DRAGONE
Chairman of the Board
February 27, 1998
Parsippany, New Jersey
14
<PAGE> 18
APPENDIX A
BIODYNAMICS INTERNATIONAL, INC.
ANNUAL MEETING OF SHAREHOLDERS, MARCH 30, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder of Common Shares of Biodynamics International, Inc.,
a corporation organized under the laws of the state of Florida, does hereby
appoint Charles C. Dragone and Karl H. Meister, and each of them, as due and
lawful attorneys-in-fact (each of whom shall have full power of substitution),
to represent and vote as designated below all of the Common Shares of
Biodynamics International, Inc. that the undersigned held of record at 5:00
p.m., Eastern Standard Time, on February 20, 1998, at the Annual Meeting of
Shareholders of Biodynamics International, Inc. to be held at The University
Club, One West 54th Street, New York, New York 10019, on March 30, 1998, at 9:00
a.m., local time, or any adjournment thereof, on the following matters, and on
such other business as may properly come before the meeting:
<TABLE>
<S> <C> <C> <C> <C>
1. ELECTION OF DIRECTORS
Nominees: G. Russell Cleveland; Charles C. Dragone; Dr. J. Harold Helderman; Karl H. Meister; Elroy G. Roelke
[ ] FOR ALL NOMINEES LISTED ABOVE [ ] WITHHOLD AUTHORITY TO VOTE FOR
(except as marked to the contrary below) ALL NOMINEES LISTED ABOVE
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED
BELOW.)
- ---------------------------------------------------------------------------------------------------------------------------------
2. APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION. Proposal to approve and adopt an amendment to Articles
of Incorporation of Biodynamics International, Inc. to change its corporate name to Tutogen Medical Inc.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Ratify the appointment of Deloitte and Touch L.L.P. as the Company's auditors for the 1998 fiscal year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. In their discretion, on such other business as may properly come before the meeting.
</TABLE>
(Please Sign and Date on Reverse Side)
<PAGE> 19
APPENDIX A
(Continued from other side)
PLEASE SIGN AND RETURN PROMPTLY.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF ALL NOMINEES AS DIRECTORS, FOR THE ADOPTION OF AN AMENDMENT TO THE
ARTICLES OF INCORPORATION OF THE COMPANY TO CHANGE THE CORPORATE NAME, AND FOR
THE RATIFICATION OF THE AUDITORS.
PLEASE ENTER THE NUMBER OF COMMON SHARES OF BIODYNAMICS INTERNATIONAL, INC. YOU
OWN:_____________
(PLEASE SIGN, DATE, AND RETURN THIS PROXY FORM EXACTLY AS YOUR
NAME OR NAMES APPEAR BELOW WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.)
[ ] I plan to attend the Annual Meeting.
[ ] I do not plan to attend the Annual Meeting.
Date:__________________________________________, 1998
Signature(s):________________________________________
_____________________________________________________
_____________________________________________________
Title or Authority (if applicable)
PLEASE SIGN YOUR NAME HERE EXACTLY AS IT APPEARS
HEREON. JOINT OWNERS SHOULD EACH SIGN. WHEN SIGNING
AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE,
GUARDIAN, CORPORATE OFFICER OR OTHER SIMILAR
CAPACITY, SO INDICATE. IF THE OWNER IS A CORPORATION,
AN AUTHORIZED OFFICER SHOULD SIGN FOR THE CORPORATION
AND STATE HIS TITLE. THIS PROXY SHALL BE DEEMED VALID
FOR ALL SHARES HELD IN ALL CAPACITIES THAT THEY ARE
HELD BY THE SIGNATORY.
