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:
[_] Preliminary Proxy Statement [_] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
TUTOGEN MEDICAL, 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
TUTOGEN MEDICAL, INC.
1719 Route 10, Suite 314
Parsippany, New Jersey 07054
March 15, 1999
Dear Shareholder:
On behalf of the Board of Directors, I cordially invite you to attend the
1999 Annual Meeting of the Shareholders of Tutogen Medical, Inc. (the
"Company"), formerly Biodynamics International, Inc., which will be held at The
University Club, One West 54th Street, New York, New York 10019, on April 8,
1999, at 9:00 am., local time.
At the Annual Meeting, you will be asked (i) to elect seven (7) directors
as members of the Board of Directors of the Company, (ii) to ratify the
appointment of Deloitte and Touche, L.L.P. as the Company's independent auditors
for the fiscal year ending September 30, 1999, and, (iii) 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 1999 Annual Meeting of Shareholders.
Very truly yours,
/s/ Charles C. Dragone
Charles C. Dragone,
Chairman of the Board
<PAGE>
TUTOGEN MEDICAL, INC.
1719 Route 10, Suite 314
Parsippany, New Jersey 07054
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 8,1999
TO THE SHAREHOLDERS OF TUTOGEN MEDICAL, INC.:
NOTICE IS HEREBY G1VEN that the 1999 Annual Meeting of the Shareholders of
Tutogen Medical, Inc., formerly 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 April 8, 1999, at 9:00 am., local time, to
act on the following matters:
1. To elect seven (7) directors as members of the Board of Directors of
the Company to serve until the 2000 Annual Meeting of Shareholders and
until their respective successors shall be duly elected and qualified;
2. To ratify the appointment of Deloitte and Touche L.L.P. as the
Company's independent auditors for the fiscal year ending September
30, 1999; and
3. 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 8,
1999, 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
March 15, 1999
<PAGE>
TUTOGEN MEDICAL, INC.
1719 Route 10, Suite 314
Parsippany, New Jersey 07054
PROXY STATEMENT
1999 ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 8, 1999
GENERAL INFORMATION
This Proxy Statement is being furnished to the holders ("Shareholders") of
the common shares, par value $.01 per share ("Common Shares"), of Tutogen
Medical, Inc., formerly 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 1999 Annual Meeting of Shareholders to be
held on April 8, 1999 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 seven (7) directors as members of the Board of Directors of the
Company and to ratify the appointment of Deloitte and Touche, L.L.P. as the
Company's auditors for the fiscal year ending September 30, 1999. 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, 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 8,1999 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 March 1, 1999, there were
approximately 10,658,214 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 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 March 17,
1999. 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>
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 seven (7). The Company currently has six Directors, each of whose
term of office will expire at the Annual Meeting. The Board of Directors has
unanimously nominated seven (7) persons (each, a "Nominee"), six of whom are the
current Directors, to stand for election at the Annual Meeting. Each Nominee has
agreed to election as a Director, to hold office until the 2000 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>
<CAPTION>
TABLE OF NOMINEES
Name of Nominee Age Positions/Offices Period Served in Office/Position
--------------- --- ----------------- --------------------------------
<S> <C> <C> <C>
G. Russell Cleveland 60 Director 1997 - present
Charles C. Dragone 61 Chairman of the Board 1996 - present
Director 1992 - present
Chief Executive Officer April 1995 - March 1996
Chief Financial Officer October 1992 - September 1994
Manfred Kruger 52 Chief Operating Officer 1999 - Present
Managing Director, International June 1997 - 1999
Operations
Karl H. Meister 63 Director 1996 - present
Chief Executive Officer 1996 - present
President 1996 - present
J. Harold Helderman 54 Director 1997 - present
Thomas W. Pauken 55 Director January 1999-present
Elroy G. Roelke 67 Director 1995 - present
Acting Secretary January 1998-March 1998
</TABLE>
2
<PAGE>
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 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 and
has served at various times during the past six years as the Company's Chief
Executive Officer, and as its Chief Financial Officer. Mr. Dragone was formerly
a director of KiMed Corporation, a medical products and services company (1992
to 1997). He was also 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 is 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 the immediate
past President of the American Society of Transplant Physicians.
Manfred Kruger is the Executive Vice President and Chief Operating Officer
and the Company's Managing Director for International Operations. Prior to
joining the Company in June 1997, Mr. Kruger was Executive Vice President of
Fresenius Critical Care International, a division of Fresenius Medical Care, AG.
The division was founded in 1991 under his leadership and grew into a
substantial business with an average annual growth of about 40%. Prior to
Fresenius, Mr. Kruger held management positions with Squibb Medical Systems and
American Hospital Supply.
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.
Thomas W. Pauken is an attorney and mediator. He currently serves as the
Trustee for Renaissance Capital Partners II, Ltd. For six years, Mr. Pauken
served as Vice President and Corporate Counsel of Garvon, Inc., a Dallas-based
venture capital company. From 1981 to 1985, Mr. Pauken served as Director of
ACTION, an independent federal agency. He also served on the White House legal
Counsel's staff during the Reagan Administration. Mr. Pauken's military service
included a tour of duty in Vietnam as a Military Intelligence Officer. Mr.
Pauken received a B.A. from Georgetown University and J.D. degree from Southern
Methodist University Law School.
3
<PAGE>
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 a
Director of Earth Care Company, a prior Renaissance Capital investment, engaged
in non-hazardous liquid waste disposal. In addition, Mr. Roelke serves as a
director of several privately held companies that retain his service for
corporate legal services. Mr. Roelke received B.A. and J.D. degrees from
Valparaiso University.
Director Meetings and Committees
During the fiscal year ended September 30, 1998 ("Fiscal Year 1997"), the
Board of Directors of the Company held a total of four (4) regular and four (4)
telephonic meetings. Each of the Directors attended at least 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 1998. 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 1998.
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 7 Nominees.
----------------------
4
<PAGE>
PROPOSAL II
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, 1999, 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:
Name Age Position with Company
---- --- ---------------------
Karl H. Meister 63 President and Chief Executive Officer
Manfred Kruger 52 Executive Vice President, Chief Operating Officer
George Lombardi 55 Chief Financial Officer, Treasurer and Secretary
Pursuant to the Company's Bylaws, Officers are 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.
Mr. Meister is also a nominee for election as Director at the Annual Meeting.
Messrs. Meister and Kruger's business experience and other biographical
information are summarized in the forepart of this Proxy Statement under the
caption "Proposal I - Election of Directors." Mr. Lombardi's biographical
information is summarized below.
George Lombardi is the Company's Chief Financial Officer, Treasurer and
Secretary. He joined the Company in March 1998. Mr. Lombardi was the Vice
President, Chief Financial Officer of Sheffield Pharmaceuticals, Inc., a
publicly held (AMEX) development stage pharmaceutical/biotech Company. Before
that, he was the CFO and Director of Fidelity Medical, Inc. and a Senior
Financial Executive for the New Jersey and New England Operations of National
Health Laboratories, Inc. Prior to this, Mr. Lombardi held Senior Financial
positions at the Boehringer Ingelheim Pharmaceutical Company and the Revlon
Healthcare Group in New York. Mr. Lombardi is a CPA certified in the state of
New Jersey and has a degree in accounting from Fairleigh Dickinson University.
COMPENSATION OF EXECUTIVE OFFICERS
5
<PAGE>
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 and Manfred Kruger, Executive Vice President, Chief
Operating Officer, who was elected as an officer of the Company on March 30,
1998. There are no other Officers or individuals whose compensation exceeded
$100,000 for the Fiscal Year 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
----------------------------------
Annual Compensation Awards Payouts
-------------------------------- ------------------------ -------
Securities
Other Restricted Underlying
Annual Stock Options/ LTIP All Other
Name And Principal Fiscal Salary Bonus Compensation Award(s) SARs Payouts Compensation
Position Year ($) ($) ($) ($) (#) ($) ($)
- ------------------ ------ ------ ----- ------------ ---------- ----------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Karl H. Meister 1998 160,000 14,000 0 0 108,974 0 0
President and 1997 160,000 0 0 0 360,000 0 0
Chief Executive 1996 93,333 0 0 0 750,000 0 0
Officer
Manfred Kruger 1998 134,691 0 0 0 32,485 0 24,900
Executive Vice 1997 39,106 0 0 0 200,000 0 1,579
President
</TABLE>
(1) Includes 360,000 options and 200,000 options in a repricing transaction
during November 1997 for Mr. Meister and Mr. Kruger, respectively. See
"Stock Option Grants in Fiscal year 1998".
Employment Agreements
The Company entered into an employment agreement with Karl H. Meister, its
President and Chief Executive Officer. Pursuant to that agreement, the term of
Mr. Meister's employment with the Company commenced on March 1, 1996 and shall
terminate on February 28, 2000, subject to automatic extensions for additional
one-year periods, 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 currently $175,000 per year. In
addition, the employment agreement 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 75,000 Common Shares, granted annually under the 1996 Plan
(each, an "Annual Stock Options") and (iii) a five-year special stock option for
750,000 shares of Common Stock, at an exercise price of $0.85 per share, 40%
vested upon grant, 30% vested in twelve (12) months, and 30% vested in
twenty-four (24) months (the "Special Stock Option"). All options granted to Mr.
Meister pursuant to his employment contract were subject to the one-for-ten
Reverse Split, and were subsequently repriced. See "Repriced Options" below.
The Company has an employment agreement with Manfred Kruger, its Executive
Vice President and Chief Operating Officer. Pursuant to that agreement, the term
of Mr. Kruger's
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employment with the Company commenced on June 16, 1997. The agreement is for an
indefinite period and shall terminate upon written notice by the Company, notice
of his election to terminate, or the Company terminates his employment for
cause. Minimum notice of termination by the Company, except for cause, is one
year from the end of a calendar quarter. Mr. Kruger's annual base salary is
currently 260,000 DM or approximately $155,000. In addition, the employment
agreement provides for: (I) an annual bonus in an amount equal to 30% of his
annual base salary, subject to the satisfaction of reasonable performance goals,
and (ii) ten-year, qualified stock options for 200,000 shares of Common Stock.
The Company has an employment agreement with George Lombardi, its Chief
Financial Officer, Treasurer and Secretary. Pursuant to that agreement, the term
of Mr. Lombardi's employment with the Company commenced on March 30, 1998 and
shall terminate on March 30, 2000, subject to automatic extensions for
additional one-year periods, unless the Company or Mr. Lombardi delivers a
written notice of his or its election to terminate, or the Company terminates
his employment for cause. Mr. Lombardi's annual base salary is currently
$132,500. In addition, the employment agreement provides for: (I) an annual
bonus in an amount equal to 25% of his annual base salary, subject to the
satisfaction of reasonable performance goals and (ii) ten-year, qualified stock
options for 100,000 shares of Common Stock.
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 of incentive compensation to
management employees of the Company and its subsidiaries in the form of bonuses,
payable 50% in cash and 50% in Common Stock based on the fair market value of
the stock on the date of certification of the payment thereof (each such
payment, a "Bonus").
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
7
<PAGE>
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.
In the event the Company effects a split of the outstanding shares of
Common Stock or a dividend payable in Common Stock, or in the event the
outstanding Common Stock is 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. The effect of the Reverse Split was to
automatically reduce the number of shares subject to the Compensation Plan to
50,000. At the November 10, 1997 Special Meeting of Shareholders, the
Shareholders approved an amendment to the Compensation Plan to increase the
number of shares subject to the Compensation Plan as a result of the Reverse
Split from 50,000 to 500,000. Except for such increase in the number of shares,
the Compensation Plan remained unchanged. The Compensation Plan currently
reserves 500,000 shares of Common Stock for issuance thereunder and 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 1992 Stock Option Plan (the "1992 Plan") and its
1996 Incentive and Non-Statutory Stock Option Plan (the "1996 Plan"), and wishes
in the future to continue to utilize the 1996 Plan to attract, maintain and
develop management by encouraging ownership of the Company's Common Stock 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 of 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 Stock. 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. The exercise price, however, 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. The current members of the
Compensation and Stock Option committee are G. Russell Cleveland and Dr. J.
Harold Helderman.
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
8
<PAGE>
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 Share 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. Options granted to an
optionee terminate three years after retirement. In the event of death or
disability, all vested options expire one year 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.
In the event that the Company effects a split of the outstanding shares of
Common Stock or a dividend payable in Common Stock or the outstanding Common
Stock is 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. The effect of the Reverse Split
was to reduce the number of shares subject to the 1996 Plan from 2,000,000
shares to 200,000 shares. At the Special Meeting of Shareholders on November 10,
1997, the Shareholders approved an amendment to the 1996 Plan to increase the
number of shares of Common Stock subject to the 1996 Plan from 200,000 shares
after the Reverse Split, to 2,000,000 shares. Except for such amendment, the
1996 Plan remained unchanged. The 1996 Plan presently reserves 2,000,000 shares
of the Company's Common Stock for issuance thereunder. As of September 30, 1998,
options have been issued for 994,500 shares and 1,005,500 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 Company canceled all of the outstanding stock
options previously issued under its stock option plans (the "Old Options") to
current employees and directors and replaced them with new options (the "New
Options") to remedy the negative effect of the Reverse Split on the exercise
prices of Old Options which had ranged from $0.44 per share to $1.10 per share
before the Reverse Split and $4.38 per share to $11.00 per share after the
Reverse Split. Generally, New Options were issued for a new number of shares of
Common Stock, representing 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 is equivalent to the market price of the Common Stock on the date of the
grant of the New Options, $1.57.
Option Grants in Fiscal Year 1998
The following table sets forth certain information regarding stock options,
including replacement options, granted to Karl H. Meister, President and Chief
Executive Officer, and Mr. Kruger, Executive Vice President and Chief Operating
Officer during fiscal year 1998.
9
<PAGE>
<TABLE>
<CAPTION>
Number of Securities
Underlying Percent of Total Exercise or
Options/SARs Granted Options/SARs Granted To Base Price Expiration
Name (#) Employees ($/Sh) Date
- ------------------- --------------------- ----------------------- ------------ ---------------------
<S> <C> <C> <C> <C>
300,000 (1) 28.3% $1.57 November 9, 2002
Karl H. Meister 60,000 (2) 5.7% $1.57 November 9, 2002
President and Chief 50,000 4.7% $2.22 March 30, 2000
Executive Officer 50,000 4.7% $2.22 March 30, 2003
- ------------------- --------------------- ----------------------- ------------ ---------------------
Manfred Kruger 200,000 (3) 18.9% $1.57 November 9, 2007
25,000 2.4% $2.22 March 30, 2008
</TABLE>
(1) Represents a replacement grant for Mr. Meister's Old Option (Special Stock
Option) to purchase 750,000 shares of Common Stock at $0.85 per share.
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 a Non-Statutory Stock
Option to purchase 300,000 shares of Common Stock for $1.57 per share,
which New Option shall vest as follows: (I) November 10, 1997 - 120,000
shares, (ii) November 10, 1998 - 90,000 shares, and November 10, 1999 -
90,000 shares.
(2) Represents replacement grant for Mr. Meister's Old Options (Annual Stock
Options) to purchase, in the aggregate, 150,000 shares of Common Stock.
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 a
Non-Statutory Stock Option to purchase 60,000 shares of Common Stock for
$1.57 per share. The New Option was fully vested as of the date of grant.
(3) Represents replacement grant for Mr. Kruger's Old Options (500,000) to
purchase in the aggregate, 200,000 shares of Common Stock. Pursuant to the
provisions of Mr. Kruger's employment agreement, the 1996 Plan, and the
terms and conditions of the Incentive Stock Option Agreement dated November
10, 1997, the Company granted Mr. Kruger an Incentive Stock Option to
purchase 200,000 shares of Common Stock for $1.57 per share of which ISO's
50,000 shares are vested as of the date of grant.
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 $10,000 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
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<PAGE>
contributions will vest over a six year period. During Fiscal 1998, Mr. Meister
participated in the 401(k) Plan at 6% 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 majority shareholder of Renaissance Capital Group,
Inc. ("Renaissance Group"), which is the registered investment advisor of
Renaissance. On October 1, 1998, Renaissance Group withdrew as the managing
general partner of Renaissance and Renaissance appointed Mr. Pauken Liquidation
Trustee of Renaissance. Mr. Pauken assumed all of the responsibilities and
authority of 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").
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). In
March 1998, Renaissance loaned the Company $500,000 and was issued a 9%
Convertible Debenture (the "Debenture II"). Debenture II is convertible, at
Renaissance's option, in whole or in part, into 370,370 Common Shares, at a
conversion price of $1.35 per share (subject to certain adjustments and a
maximum rate). The Company's obligations under the Loan Agreement and the
Debentures 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. In October 1998,
Renaissance agreed to accept all interest payments accrued through September 30,
1998, in the amount of $189,370, on such Debentures, in the Common Stock of the
Company, totaling 144,500 shares.
In addition, in November 1998, Renaissance provided the Company with a
$500,000 Loan commitment. In consideration for this Loan Commitment, 400,000
warrants were issued to Renaissance to purchase the Common Shares of the Company
at an exercise price of $1.25 per share.
11
<PAGE>
On January 28, 1999, Renaissance converted its Convertible Debenture I and
accrued interest and expenses (approximately $2,162,000) into 4,600,507 shares
of the Company's common stock. In consideration of the agreement to convert, the
Company issued to the investor 149,334 common shares as prepayment for one years
interest on the Debenture and agreed to amend its outstanding Stock Purchase
Warrants, totaling 1,353,957, by reducing the exercise price from $2.50 per
share to $1.50 per share if such warrants are exercised prior to June 30, 2000,
after which date such warrants shall revert to their initial terms.
On January 29, 1999, Renaissance purchased 300,000 Units at $1.00 per Unit,
each Unit consisting of one common share of the Company and one Common Stock
Purchase Warrant, expiring March 31, 2000, at an exercise price of $1.50 per
share.
On February 1, 1999, Mr. Roelke, Director of the Company purchased 100,000
Units at $1.00 per Unit, each Unit consisting of one common share of the Company
and one Common Stock Purchase Warrant, expiring March 31, 2000, at an exercise
price of $1.50 per share.
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 March 1, 1999, 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 March 1, 1999, there were approximately 10,658, 214 Common
Shares issued and outstanding.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Name and Address of Amount and Nature Percentage
Beneficial Owner of Beneficial Owner of Class(3)
(1)(2)
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Renaissance Capital Partners II, Ltd. (4)
10751 Mapleridge Drive ............................ 8,169,278 62.44%
Dallas, TX 75238
Kleinwort Benson European Mezzanine Fund, L.P. (5) .... 1,395,192 12.71%
Westbourne
The Grange
St. Peter Port
Guernsey, CI
GY1 3BG
NatWest Ventures (Investments) Ltd. (6) ............... 1,918,409 17.96%
Fenchurch Exchange
8 Fenchurch Place
London, England
EC3M4TE
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Name and Address of Amount and Nature Percentage
Beneficial Owner of Beneficial Owner of Class(3)
(1)(2)
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
G. Russell Cleveland (7) .............................. -- --
Charles C. Dragone (8) ................................ 155,339 1.44%
Dr. J. Harold Helderman (9) ........................... 22,500 *
Manfred Kruger (9) .................................... 128,735 1.19%
George Lombardi (9) ................................... 60,064 *
Karl H. Meister (10) .................................. 635,328 5.68%
Thomas W. Pauken (11) ................................. 8,169,278 62.44%
Elroy G. Roelke (12) .................................. 243,000 2.25%
All Directors and Officers as a group (8 persons) ..... 9,414,244 68.66%
</TABLE>
* 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 Stock outstanding includes unissued shares subject to
options, warrants, rights or conversion privileges exercisable within sixty
days after November 30,1998 held by such individual or group.
4. Includes 2,424,327 shares of common stock which Renaissance Capital
Partners II, Ltd. has the right to acquire within sixty (60) days. See
notes 7 and 11.
5. Includes 322,035 shares of common stock issuable upon exercise of warrants
exercisable within sixty (60) days.
6. Includes 21,615 shares of Common Stock issuable upon exercise of warrants
exercisable within sixty (60) days.
7. Mr. Cleveland is the President and majority shareholder of Renaissance
Capital Group, Inc., which is the registered investment advisor of
Renaissance Capital Partners, II, Ltd. His business address is 8080 N.
Central Expressway, Suite 210-LB 59, Dallas, TX 75206. See notes 4 and 11.
8. Includes 138,750 shares of Common Stock issuable upon exercise of options
and warrants exercisable within sixty (60) days and 16,589 shares for which
Mr. Dragone shares voting and investment power with his spouse.
9. All of the shares of Common Stock beneficially owned by Messrs. Helderman,
Kruger and Lombardi are derivative securities issuable upon exercise of
options exercisable within sixty (60) days.
10. Includes 496,354 shares of Common Stock issuable upon exercise of options
and warrants exercisable within sixty (60) days.
13
<PAGE>
11. Represents all of the shares of Common Stock beneficially owned by
Renaissance Capital Partners II, Ltd. Mr. Pauken is the Liquidation Trustee
of Renaissance Capital Partners II, Ltd., and his business address is 10751
Mapleridge Drive, Dallas, TX 75238. See notes 4 and 7.
12. Includes 143,000 shares of Common Stock issuable upon exercise of options
and warrant within sixty (60) days.
Section 16(a) Beneficial Ownership Reporting Compliance
The Company believes that the reporting requirements, under Section 16(a)
of the Exchange Act, as amended, for all its executive officers, directors, and
each person who is the beneficial owner of more than 10% of the common stock of
a company were satisfied, except for Mr. Dragone and Dr. Helderman's inadvertent
late filing of a Form 5 (Annual Statement of Changes in Beneficial Ownership),
disclosing the receipt of options in 1998.
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 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 2000
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 29, 1999 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
14
<PAGE>
held such shares for at least one year, and the Shareholder continues to own
such shares through the date of the 2000 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 "1998 Annual
Report"), accompanies this Proxy Statement and the Notice of Annual Meeting of
Shareholders. The 1998 Annual Report is not part of the proxy solicitation
materials.
SOLICITATION COSTS
The Company will bear the costs of preparing, assembling and mailing the
Proxy Statement, the proxy card, and the 1998 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
/s/Charles C. Dragone
CHARLES C. DRAGONE
Chairman of the Board
March 15, 1999
Parsippany, New Jersey
15
<PAGE>
TUTOGEN MEDICAL, INC.
Annual Meeting of Shareholders, April 8, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder of Common Shares of Tutogen Medical, 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 Tutogen
Medical, Inc. that the undersigned held of record at 5:00 p.m., Eastern Standard
Time, on February 8, 1999, at the Annual Meeting of Shareholders of Tutogen
Medical, Inc. to be held at the University Club, One West 54th Street, New York,
New York 10019, on April 8, 1999, 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:
1. ELECTION OF DIRECTORS
Nominees: G. Russell Cleveland; Charles C. Dragone; J. Harold Helderman;
Manfred Kruger; Karl H. Meister; Thomas W. Pauken; Elroy G. Roelke
FOR ALL NOMINEES LISTED ABOVE WITHHOLD AUTHORITY TO VOTE FOR
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. Ratify the appointment of Deloitte and Touche L.L.P. as the Company's
auditors for the 1999 fiscal year.
FOR AGAINST ABSTAIN
3. In their discretion, on such other business as may properly come
before the meeting.
(Please Sign and Date on Reverse Side)
16
<PAGE>
(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 AND FOR THE RATIFICATION OF THE AUDITORS.
(Please sign, date, and return this proxy card 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: ___________________________, 1999
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.
17
