SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ x ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ x ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
CONMED CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
N/A
- --------------------------------------------------------------------------------
(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>
CONMED CORPORATION
310 Broad Street
Utica, New York 13501
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
CONMED Corporation (the "Company") will be held at the Holiday Inn, 1777
Burrstone Road, New Hartford, New York on Tuesday, May 19, 1998, at 3:30 P.M.
(New York time), for the following purposes:
(1) To elect six Directors to serve on the Company's Board of
Directors;
(2) To appoint independent accountants for the Company for 1998;
and
(3) To transact such other business as may properly be brought
before the meeting or any adjournment thereof.
The shareholders of record at the close of business on March 31,
1998 are entitled to notice of and to vote at this Annual Meeting or any
adjournment thereof.
Even if you plan to attend the meeting in person, we request that
you mark, date, sign and return your proxy in the enclosed self-addressed
envelope as soon as possible so that your shares may be certain of being
represented and voted at the meeting. Any proxy given by a shareholder may be
revoked by that shareholder at any time prior to the voting of the proxy.
By Order of the Board of Directors,
Thomas M. Acey
Secretary
April 17, 1998
<PAGE>
CONMED CORPORATION
310 Broad Street
Utica, New York 13501
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
May 19, 1998
The enclosed proxy is solicited by and on behalf of the Board of
Directors of CONMED Corporation (the "Company") for use at the Annual Meeting of
Shareholders to be held Tuesday, May 19, 1998, at 3:30 P.M. (New York time), at
the Holiday Inn, 1777 Burrstone Road, New Hartford, New York, and any
adjournment thereof. The matters to be considered and acted upon at such meeting
are described in the foregoing notice of the meeting and this proxy statement.
This proxy statement, the related form of proxy and the Company's annual report
to shareholders are being mailed on or about April 17, 1998 to all shareholders
of record on March 31, 1998. Shares of the Company's Common Stock, par value
$0.01 per share (the "Common Stock"), represented in person or by proxy will be
voted as hereinafter described or as otherwise specified by the shareholder. Any
proxy given by a shareholder may be revoked by the shareholder at any time prior
to the voting of the proxy by delivering a written notice to the Secretary of
the Company, by executing and delivering a later-dated proxy or by attending the
meeting and voting in person.
The persons named as proxies are Eugene R. Corasanti and Robert
E. Remmell, each of whom is presently a director and an officer of the Company.
The cost of preparing, assembling and mailing the proxy, this proxy statement
and other material enclosed, and all clerical and other expenses of
solicitations will be borne by the Company. In addition to the solicitation of
proxies by use of the mails, directors, officers and employees of the Company
and its subsidiaries may solicit proxies by telephone, telegram or personal
interview. The Company also will request brokerage houses and other custodians,
nominees and fiduciaries to forward soliciting material to the beneficial owners
of Common Stock held of record by such parties and will reimburse such parties
for their expenses in forwarding soliciting material.
Votes at the 1998 Annual Meeting will be tabulated by a
representative of Registrar and Transfer Services, who have been appointed by
the Company's Board of Directors to serve as inspector of election.
VOTING RIGHTS
The holders of record of the 15,075,688 shares of Common Stock
outstanding on March 31, 1998 will be entitled to one vote for each share held
on all matters coming before the meeting. The holders of record of a majority of
the outstanding shares of Common Stock present in person or by proxy will
constitute a quorum for the transaction of business at the meeting. Under the
rules of the Securities and Exchange Commission (the "SEC"), boxes and a
designated blank space are provided on the proxy card for shareholders if they
wish either to abstain on one or more of the proposals or to withhold authority
to vote for one or more nominees for director. In accordance with New York State
law, such abstentions are not counted in determining the votes cast at the
meeting.
<PAGE>
Under the rules of the New York Stock Exchange, Inc., which
effectively govern the voting by any brokerage firm holding shares registered in
its name or in the name of its nominee on behalf of a beneficial owner,
Proposals 1 and 2 are considered "discretionary" items upon which brokerage
firms may vote in their discretion on behalf of their clients if such clients
have not furnished voting instructions within ten days prior to the Annual
Meeting (shares held by such clients, "broker non-votes"). Such broker non-votes
will be treated in the same manner as votes present.
<PAGE>
ANNUAL REPORT
The annual report for the fiscal year ended December 31, 1997,
including financial statements, is being furnished herewith to shareholders of
record on March 31, 1998. The annual report does not constitute a part of the
proxy soliciting material and is not deemed "filed" with the SEC.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect
to the beneficial ownership of the Company's Common Stock as of March 31, 1998,
by each shareholder known by the Company to be the beneficial owner of more than
5% of its outstanding Common Stock, by each director and nominee director, by
each of the Named Executive Officers (as defined below) and by all directors and
executive officers as a group.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Percent
Name of Beneficial Owner* Ownership of Class
- ------------------------- ----------- --------
<S> <C> <C>
William W. Abraham(1) 139,901 (2)
Thomas M. Acey(3) 35,640 (2)
Harry Cone(4) 234,000 1.58%
Eugene R. Corasanti(5) 535,252 3.68%
Joseph J. Corasanti(6) 62,975 (2)
Bruce F. Daniels(7) 9,375 (2)
Joseph B. Gross(8) 15,700 (2)
William D. Matthews 10,000 (2)
Jeffrey H. Palmer(8) 32,885 (2)
Luke A. Pomilio(9) 8,000 (2)
Robert E. Remmell(10) 3,450 (2)
Stuart J. Schwartz 850 (2)
Robert D. Shallish, Jr.(11) 57,625 (2)
John J. Stotts(8) 25,700 (2)
Frank R. Williams(12) 68,650 (2)
Directors and executive officers as a group
(14 persons)(1)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12)(13) 1,239,153 8.96%
Bristol-Myers Squibb Company(14)
345 Park Avenue
New York, NY 10154 1,000,000 7.10%
</TABLE>
-2-
<PAGE>
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Percent
Name of Beneficial Owner* Ownership of Class
- ------------------------- --------- --------
<S> <C> <C>
Fenimore Asset Management, Inc.(15)
Thomas O. Putnam
118 North Grand Street
P.O. Box 310
Cobleskill, New York 12043 1,139,992 8.18%
Mellon Bank Corporation(16)
Boston Group Holdings, Inc.
The Boston Company, Inc.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258 1,080,874 7.72%
</TABLE>
- -----------------------
* Unless otherwise set forth above, the address of each of the above listed
shareholders is c/o CONMED Corporation, 310 Broad Street, Utica, New York
13501.
(1) Includes 121,801 shares subject to options, exercisable within 60 days.
(2) Less than 1%.
(3) Includes 33,390 shares subject to options, exercisable within 60 days.
(4) Includes 4,500 shares subject to options, exercisable within 60 days. Also
includes 124,900 shares owned beneficially by the wife of Harry Cone. Mr.
Cone disclaims beneficial ownership of these shares.
(5) Includes 305,502 shares subject to options, exercisable within 60 days.
Also includes 42,525 shares owned beneficially by the wife of Eugene R.
Corasanti. Eugene R. Corasanti disclaims beneficial ownership of these
shares.
(6) Includes 32,050 shares subject to options, exercisable within 60 days.
Joseph J. Corasanti is the son of Eugene R. Corasanti.
(7) Includes 4,500 shares subject to options, exercisable within 60 days. Also
includes 4,875 shares owned beneficially by the wife of Bruce F. Daniels.
Mr. Daniels disclaims beneficial ownership of these shares.
(8) Consists of shares subject to options, exercisable within 60 days.
(9) Includes 7,800 shares subject to options, exercisable within 60 days. Also
includes 200 shares, held as custodian for his sons, Jacob and Samual
Pomilio.
(10) Includes 3,000 shares subject to options, exercisable within 60 days.
(11) Includes 52,750 shares subject to options, exercisable within 60 days.
(12) Includes 55,800 shares subject to options, exercisable within 60 days.
(13) Includes 695,378 shares subject to options, exercisable within 60 days,
held by William W. Abraham, Harry Cone, Eugene R. Corasanti, Joseph J.
Corasanti, Bruce F. Daniels, Joseph B. Gross, Jeffrey H. Palmer, Robert E.
Remmell, Robert D. Shallish, Jr., Thomas M. Acey, William D. Matthews, Luke
A. Pomilio, John J. Stotts and Frank R. Williams, directors and executive
officers of the Company. Such 695,378 shares are equal to approximately
4.84% of the Common Stock outstanding. As of March 31, 1998, the Company's
directors and officers as a group (14 persons) are the record owners of
371,475 shares, which is approximately 2.53% of the Common Stock
outstanding.
-3-
<PAGE>
(14) A Schedule 13D filed with the SEC by Bristol-Myers Squibb Company ("BMS")
on January 9, 1998, indicates that BMS beneficially owns 1,000,000 shares
of Common Stock by virtue of having sole voting and dispositive power over
such shares pursuant to a warrant to purchase Common Stock, dated as of
December 31, 1997, issued by the Company to BMS in connection with the
acquisition of Linvatec Corporation ("Linvatec") by the Company on December
31, 1997.
(15) A Schedule 13G filed with the SEC by Fenimore Asset Management, Inc. on
February 13, 1998, indicates that Fenimore Asset Management, Inc.
beneficially owns 1,139,992 shares of Common Stock by virtue of having
shared voting and dispositive power over such shares through discretionary
accounts owned economically by clients.
(16) A Schedule 13G filed with the SEC by these entities on January 20, 1998,
indicates that such entities beneficially own 1,080,874 shares of Common
Stock by virtue of having sole voting and sole and shared dispositive power
over such shares through discretionary accounts owned economically by
fiduciary accounts.
On March 31, 1998 there were 2,282 shareholders of record of the
Company's Common Stock.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to regulations promulgated by the Securities and
Exchange Commission, the Company is required to identify, based solely on a
review of reports filed under Section 16(a) of the Securities Exchange Act of
1934, and furnished to the Company pursuant to Rule 16a-3(c) thereunder, each
person who, at any time during its fiscal year ended December 31, 1997, was a
director, officer or beneficial owner of more than ten percent of the Company's
Common Stock that failed to file on a timely basis any such reports. Based on
such reports, the Company is aware of no such failure other than, with respect
to Joseph J. Corasanti, a Form 4 due April 10, 1997 and a Form 5 due on February
14, 1998, for which a Form 4 was filed on April 8, 1998.
-4-
<PAGE>
PROPOSAL ONE: ELECTION OF DIRECTORS
At the meeting, six directors are to be elected to serve on the
Company's Board of Directors. The shares represented by proxies will be voted as
specified by the shareholder. If the shareholder does not specify his choice,
the shares will be voted in favor of the election of the nominees listed on the
proxy card, except that in the event any nominee should not continue to be
available for election, such proxies will be voted for the election of such
other persons as the Board of Directors may recommend. The Company does not
presently contemplate that any of the nominees will become unavailable for
election for any reason. The director nominees who receive the greatest number
of votes at the meeting will be elected to the Board of Directors of the
Company. Votes against, and votes withheld in respect of, a candidate have no
legal effect.
Shareholders are not entitled to cumulative voting rights.
The Board of Directors recommends a vote FOR this proposal.
The Board of Directors consists of six directors. Directors hold
office for terms expiring at the next annual meeting of shareholders and until
their successors are duly elected and qualified. Each of the nominees proposed
for election at the Annual Meeting, apart from Dr. Schwartz, is presently a
member of the Board of Directors and Messrs. E. Corasanti, Remmell, Daniels and
J. Corasanti have been elected by the shareholders. Mr. Matthews was elected to
the Board by the Board of Directors on July 30, 1997.
The following table sets forth certain information regarding the
members of, and nominees for, the Board of Directors:
<TABLE>
<CAPTION>
NOMINEES FOR ELECTION AT THE 1998 ANNUAL MEETING
Served As
Director Principal Occupation or
Name Age Since Position with the Company
- ---- --- ----- -------------------------
<S> <C> <C> <C>
Eugene R. Corasanti 67 1970 Chairman of the Board of Directors, President and
Chief Executive Officer of the Company
Robert E. Remmell 67 1983 Member of Steates Remmell Steates & Dziekan
(Attorneys) and Assistant Secretary of the Company
Bruce F. Daniels 63 1992 Executive, retired
William D. Matthews 63 1997 Chairman of the Board of Directors and Chief
Executive Officer of Oneida Ltd.
Stuart J. Schwartz 61 - Physician, retired
Joseph J. Corasanti 34 1994 Vice President-Legal Affairs and General Counsel
of the Company
</TABLE>
-5-
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
EUGENE R. CORASANTI (age 67) has served as President and Chairman
of the Board of the Company since its incorporation in 1970. Mr. Corasanti is
also the Company's Chief Executive Officer. Prior to that time he was an
independent public accountant. Mr. Corasanti holds a B.B.A. degree in Accounting
from Niagara University. Eugene R. Corasanti's son, Joseph J. Corasanti, is a
Director, Vice President-Legal Affairs and General Counsel of the Company.
ROBERT E. REMMELL (age 67) has served as a Director since June 9,
1983 and as Assistant Secretary since June 1983. Mr. Remmell has been a partner
since January 1961 of Steates Remmell Steates & Dziekan, Utica, New York, the
Company's corporate counsel. The Company paid approximately $42,720 to Steates
Remmell Steates & Dziekan for services rendered during fiscal year 1997. Mr.
Remmell holds a B.A. degree from Utica College and an L.L.B. from Syracuse
University School of Law.
BRUCE F. DANIELS (age 63) has served as a Director of the Company
since August 25, 1992. Mr. Daniels is a retired executive. From 1981 to 1997,
Mr. Daniels held various executive positions with Chicago Pneumatic Tool
Company. Mr. Daniels holds a B.S. degree in Business from Utica College.
WILLIAM D. MATTHEWS (age 63) has served as a Director of the
Company since August 11, 1997. Since 1986 he has been the Chairman of the Board
and Chief Executive Officer of Oneida Ltd. Mr. Matthews holds a B.A. degree from
Union College and an L.L.B. degree from Cornell University School of Law.
STUART J. SCHWARTZ (age 61) is a retired physician. From 1969 to
1997 he was engaged in private practice as an urologist. Mr. Schwartz holds a
B.A. degree from Cornell University and a M.D. degree from SUNY Upstate Medical
College, Syracuse.
JOSEPH J. CORASANTI (age 34) has served as a Director and Vice
President-Legal Affairs of the Company since 1994 and as General Counsel of the
Company since March 1993. Prior to that time he was an Associate Attorney with
the law firm of Morgan, Wenzel & McNicholas, Los Angeles, California from 1990
to March 1993. Mr. Corasanti holds a B.A. degree in Political Science from
Hobart College and a J.D. degree from Whittier College School of Law. Joseph J.
Corasanti is the son of Eugene R. Corasanti, Chairman, President and Chief
Executive Officer of the Company.
WILLLAM W. ABRAHAM (age 66) joined the Company in May 1977 as
General Manager. He has served as the Company's Vice President-Manufacturing and
Engineering since June 1983. In November of 1989 he was named Executive Vice
President and on March 24, 1993, he was named Senior Vice President of the
Company. Mr. Abraham holds a B.S. degree in Industrial Management from Utica
College.
ROBERT D. SHALLISH, JR. (age 49) joined the Company as Chief
Financial Officer and Vice President-Finance in December 1989 and has also
served as an Assistant Secretary since March 1995. Prior to this he was employed
as Controller of Genigraphics Corporation in Syracuse, New York since 1984. He
was employed by Price Waterhouse LLP as a certified public accountant and senior
manager from 1972 through 1984. Mr. Shallish graduated with a B.A. degree in
Economics from Hamilton College and holds a Master's degree in Accounting from
Syracuse University.
-6-
<PAGE>
THOMAS M. ACEY (age 51) has been employed by the Company since
August 1980 and has served as the Company's Treasurer since August 1988 and as
the Company's Secretary since January 1993. Mr. Acey holds a B.S. degree in
Public Accounting from Utica College and prior to joining the Company was
employed by the certified public accounting firm of Tartaglia & Benzo in Utica,
New York.
LUKE A. POMILIO (age 33) joined the Company as Controller in
September 1995. Prior to his employment with the Company, Mr. Pomilio served for
two years as Controller of Rome Cable Corporation, a wire and cable
manufacturer. He was also employed as a certified public accountant for seven
years with Price Waterhouse LLP where he served most recently as an audit
manager. Mr. Pomilio graduated with a B.S. degree in Accounting and Law from
Clarkson University.
FRANK R. WILLIAMS (age 49) joined the Company in 1974 as Sales
Manager and Director of Marketing and became Vice President-Marketing and Sales
in June 1983. In September 1989 he became Vice President-Business Development
and became Vice President-Technology Assessment in November 1995. Mr. Williams
graduated with a B.A. degree from Hartwick College in 1970 as a biology major
and did his graduate study in Human Anatomy at the University of Rochester
College of Medicine.
JOSEPH B. GROSS (age 39) joined the Company as Manager of
Manufacturing Engineering in April 1988 and became Vice President-Operations in
May 1992. Prior to his employment with the Company, Mr. Gross was employed at
Oneida Ltd. Silversmiths. Mr. Gross holds a B.S. degree from the State
University of New York-College of Technology and a Master's degree in Business
Administration from Rensselaer Polytechnic Institute.
JOHN J. STOTTS (age 42) joined the Company as Vice President -
Marketing and Sales for Patient Care in July 1993 and became Vice President -
Marketing in December 1996. Prior to his employment with the Company, Mr. Stotts
served as Director of Marketing and Sales for Medtronic Andover Medical, Inc.
Mr. Stotts holds a B.A. degree in Business Administration from Ohio University.
JEFFREY H. PALMER (age 54) joined the Company as National Sales
Manager in October 1988 and became Vice President-Sales in September 1989. Prior
to his employment with the Company, Mr. Palmer served as Director of Sales for
the Medical Products Division of AMSCO International for ten years. Mr. Palmer
holds a B.A. degree from Eastern Michigan University.
The Company's Directors are elected at each annual meeting of
shareholders and serve until the next annual meeting and until their successors
are duly elected and qualified. Eugene R. Corasanti's employment is subject to
an employment agreement which expires December 31, 2001. The Company's other
officers are appointed by the Board of Directors and hold office at the will of
the Board of Directors.
-7-
<PAGE>
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
The Company's Board of Directors has three standing committees:
the Audit Committee, the Stock Option Committee and the Compensation Committee.
The Company has no nominating committee.
The Audit Committee presently consists of Messrs. Cone, Daniels
and Remmell. If elected, Mr. Matthews will replace Mr. Cone on this Committee.
The Audit Committee is charged with evaluating accounting and control procedures
and practices of the Company and reporting on such to the Board of Directors.
The Audit Committee also serves as direct liaison with the Company's independent
public accountants and recommends the engagement or discharge of such auditors.
The Audit Committee met two times during 1997.
The Stock Option Committee presently consists of Messrs. Cone,
Daniels and Remmell. If elected, Dr. Schwartz will replace Mr. Cone on this
Committee. The Stock Option Committee administers the Company's employee stock
option plans and has authority to grant options to officers and key employees,
as designated by the Stock Option Committee, and to determine the terms of such
options in accordance with such plan. The Stock Option Committee acted by
unanimous written consent four times during 1997.
The Compensation Committee presently consists of Messrs. Cone,
Daniels and Remmell. If elected, Mr. Matthews will replace Mr. Cone on this
Committee. The Compensation Committee is charged with reviewing and establishing
levels of salary, bonuses, benefits and other compensation for the Company's
officers. The Compensation Committee met once during 1997.
The full Board of Directors met eight times during 1997 and voted
by unanimous consent on resolutions four times during 1997. Each incumbent
director attended or acted upon at least 75% of the total 1997 board meetings or
unanimous consents and committee meetings or unanimous consents held or acted
upon during periods that he was a member of the Board or such committees.
Each Director was paid $1,000 for each of the eight meetings of
the full Board of Directors attended and Messrs. Cone, Daniels and Remmell, as
non-employee directors, were paid $1,500 for the first two fiscal quarters and
$2,500 for the remaining two fiscal quarters of service on the Board of
Directors. Mr. Matthews received one $2,500 payment. In addition, under the
Company's Stock Option Plan for Non-Employee Directors, each non-employee
director (Messrs. Cone, Daniels and Remmell in 1995, 1996 and 1997 and, if
elected, Messrs. Daniels, Matthews, Remmell and Schwartz in 1998) elected,
reelected or continuing as a director, receives 1,500 options with an option
price equal to the fair market value of the Company's Common Stock on the
business day following each annual meeting of the shareholders.
-8-
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following information relates to all plan and non-plan
compensation awarded to, earned by, or paid to (i) Eugene R. Corasanti, the
Chairman of the Board of Directors, President and Chief Executive Officer of the
Company (the "CEO"), and (ii) William W. Abraham, Jeffrey H. Palmer, Robert D.
Shallish, Jr. and Joseph B. Gross, the Company's four most highly compensated
executive officers, other than the CEO, who were serving as executive officers
of the Company at December 31, 1997 (the CEO and such officers, the "Named
Executive Officers").
The following information does not reflect any compensation
awarded to or earned by the Named Executive Officers subsequent to December 31,
1997, except as may otherwise be indicated. Any compensation awarded to or
earned by the Named Executive Officers during 1998 will be reported in the proxy
statement for the Company's 1999 Annual Meeting of Shareholders, unless such
compensation has been previously reported.
-9-
<PAGE>
Summary Compensation Table
The following table sets forth for the Named Executive Officers
for each of the last three fiscal years: (i) the name and principal position of
the executive officer (column (a)); (ii) the year covered (column (b)); (iii)
annual compensation (columns (c), (d) and (e)), including: (A) base salary
earned during the year covered (column (c)); (B) bonus earned during the year
covered (column (d)); and (C) other annual compensation not properly categorized
as salary or bonus (column (e)); and (iv) long-term compensation, including the
sum of the number of stock options granted (column (f)).
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Compensation
Annual Compensation Awards
---------------------------------------- -----------
(a) (b) (c) (d) (e) (f)
Other Annual
Name and Principal Fiscal Salary Bonus Compensation Options
Position Year ($) ($)(1) ($) (#)
-------- ---- --- ------ --- ---
<S> <C> <C> <C> <C> <C>
Eugene R. Corasanti, 1997 300,000 - 202,000(2) 1,500
President, Chief 1996 250,523 - 165,000(2) 62,000
Executive Officer and 1995 249,562 - 149,000(2) 20,000(3)
Chairman of the Board
William W. Abraham, 1997 161,007 10,000 - 20,000
Senior Vice President 1996 152,107 - - 7,000
1995 139,507 - - 19,200(3)
Jeffrey H. Palmer, 1997 144,957 10,000 - 10,000
Vice President-Sales 1996 134,307 - - 7,000
1995 118,707 - - 17,500(3)
Robert D. Shallish, Jr., 1997 144,957 25,000 - 20,000
Chief Financial Officer 1996 134,307 - - 7,000
and Vice President- 1995 118,707 - - 17,500(3)
Finance
Joseph B. Gross, 1997 144,957 25,000 - 31,000
Vice President- 1996 134,307 - - 7,000
Operations 1995 118,707 - - 17,500(3)
</TABLE>
- --------
(1) Includes cash bonuses in year earned even if paid after the fiscal year
end.
(2) Amounts represent deferred compensation and accrued interest for Mr.
Corasanti. See the discussion of Mr. Corasanti's employment agreement,
below.
(3) Adjusted to give effect to the Company's three-for-two stock split in the
form of a stock dividend paid on November 30, 1995.
-10-
<PAGE>
Eugene R. Corasanti has a five-year employment agreement (the
"Employment Agreement") with the Company, extending through December 31, 2001.
The Employment Agreement provides for Mr. Corasanti to serve as president and
chief executive officer of the Company for five years at an annual salary, not
less than $300,000, as determined by the Board of Directors. Mr. Corasanti also
receives deferred compensation of $100,000 per year with interest at 10% per
annum, payable in 120 equal monthly installments upon his retirement or to his
beneficiaries at death, and is entitled to participate in the Company's employee
stock option plan and pension and other employee benefit plans and such bonus or
other compensatory arrangements as may be determined by the Board of Directors.
In the event that the Board of Directors should fail to reelect Mr. Corasanti as
president and chief executive officer or should terminate his employment for
reasons other than just cause, Mr. Corasanti will become entitled to receive the
greater of three years' base annual salary or the balance of his base annual
salary plus the average of the bonuses, deferred compensation and incentive
compensation awarded to Mr. Corasanti during the three years prior to such
termination for the five-term employment term, and shall continue to receive
other employment benefits, for the greater of three years or the balance of the
Employment Agreement's five-year term. In the event of Mr. Corasanti's death or
disability, Mr. Corasanti or his estate or beneficiaries will be entitled to
receive 100% of his base annual salary and other employment benefits (other than
deferred compensation) for the balance of the Employment Agreement's term. If,
during the term of Mr. Corasanti's employment under the Employment Agreement and
within two years after a Change in Control, his employment with the Company is
terminated by the Company, other than for Cause or by him for Good Reason (as
such capitalized terms are defined in the Employment Agreement), Mr. Corasanti
will be entitled to receive (a) a lump sum payment equal to three times the sum
of (i) his base salary on the date of such termination or his base salary in
effect immediately prior to the Change in Control, whichever is higher, plus
(ii) the average of the bonuses, deferred compensation and incentive
compensation awarded to Mr. Corasanti during the three years prior to such
termination; (b) continued coverage under the benefit plans in which he
participates for a period of two years from the date of such early termination;
(c) a lump sum payment equal to the aggregate amount credited to his deferred
compensation account; and (d) awards for the calendar year of such termination
under incentive plans maintained by the Company as though any performance or
objective criteria used in determining such awards were satisfied.
The Company is paying the premiums on three split-dollar life
insurance policies for Eugene R. Corasanti as described under "Certain
Relationships and Related Transactions." In 1997, premiums on these policies
paid by the Company aggregated approximately $49,000. As described more fully
under "Certain Relationships and Related Transactions," the Company entered into
a directors and officers insurance policy covering the period from January 31,
1998 through January 31, 1999, which covers all directors and officers of the
Company and its subsidiaries.
STOCK OPTION PLANS
The 1992 Plan
In April 1992, the shareholders approved the CONMED Corporation
1992 Stock Option Plan (as amended and approved by the shareholders on May 21,
1996, the "1992 Plan"). Under the 1992 Plan, in the discretion of the Stock
Option Committee of the Board of Directors (the "Committee"), options may be
granted to officers and key employees of the Company and its subsidiaries for
the purchase of shares of Common Stock. The Committee presently consists of
Messrs. Cone, Daniels and Remmell. If elected, Dr. Schwartz will replace Mr.
Cone on this Committee.
-11-
<PAGE>
Options may be granted which are (i) incentive stock options
within the meaning of Internal Revenue Code Section 422 or (ii) options other
than incentive stock options (i.e., non-qualified options). A total of 2,000,000
shares of Common Stock (subject to adjustment for stock splits and other changes
in the Company's capital structure) are reserved against the exercise of options
to be granted under the 1992 Plan. Shares reserved under an option which for any
reason expires or is terminated, in whole or in part, shall again be available
for the purposes of the 1992 Plan. Options relating to 1,246,124 shares of
Common Stock have been granted and not terminated under the 1992 Plan, of which
options relating to 744,352 shares of Common Stock are still exercisable.
Options relating to 753,876 shares of Common Stock remain available to be
granted.
The 1983 Plan
In June 1983, the shareholders of the Company approved an
employee stock option plan (the "1983 Plan"), which was subsequently amended and
approved by the shareholders on June 30, 1987 and April 10, 1992. Options may be
granted which are (i) incentive stock options within the meaning of Internal
Revenue Code Section 422 or (ii) options other than incentive stock options
(i.e., non-qualified options). Pursuant to the 1983 Plan, officers and key
employees of the Company were eligible for grants of stock options at the fair
market value of the Company's Common Stock on the date of grant, exercisable
commencing one year after grant. The 1983 Plan is administered by the Committee.
No additional options may be granted under the 1983 Plan. Options
relating to 1,008,197 shares of Common Stock were granted under the 1983 Plan,
of which options for 116,966 shares of Common Stock are still exercisable.
Stock Option Plan for Non-Employee Directors
In May 1995, the shareholders of the Company approved the Stock
Option Plan For Non-Employee Directors of CONMED Corporation (the "Non-Employee
Directors Plan"). All members of the Company's Board of Directors who are not
current or former employees of the Company or any of its subsidiaries
("NonEmployee Directors") are eligible to participate in the Non-Employee
Directors Plan. Under the NonEmployee Directors Plan, each Non-Employee Director
(Messrs. Cone, Daniels and Remmell in 1995, 1996 and 1997 and if elected,
Messrs. Daniels, Matthews, Remmell and Dr. Schwartz in 1998) elected, reelected
or continuing as a director receives 1,500 options (which are non-qualified
stock options under the Internal Revenue Code of 1986) with an option price
equal to the fair market value of the Company's Common Stock on the business day
following each annual meeting of the shareholders.
A total of 75,000 shares of Common Stock (subject to adjustment
for stock splits and other changes in the Company's capital structure) are
reserved against the exercise of options to be granted under the Non-Employee
Directors Plan, of which options for 13,500 shares of Common Stock have been
granted and options for 12,000 shares are still exercisable. Shares issuable
under the Non-Employee Directors Plan may be authorized but unissued shares or
treasury shares. Shares reserved under an option which for any reason expires or
is terminated, in whole or in part, shall again be available for the purposes of
the Non-Employee Directors Plan.
-12-
<PAGE>
Option Grants Table
The following table sets forth, with respect to grants of stock
options made during 1997 to each of the Named Executive Officers: (i) the name
of the executive officer (column (a)); (ii) the number of options granted
(column (b)); (iii) the percent the grant represents of the total options
granted to all employees during 1997; (iv) the per share exercise price of the
options granted (column (d)); (v) the expiration date of the options (column
(e)); and (vi) the potential realizable value of each grant, assuming the market
price of the Common Stock appreciates in value from the date of grant to the end
of the option term at a rate of (A) 5% per annum (column (f)) and (B) 10% per
annum (column (g)).
<TABLE>
<CAPTION>
Option Grants in 1997
Potential Realizable Value
at Assumed Annual Rates
of Stock Price
Appreciation for
Individual Grants Option Term
---------------------------------------------------------------- ----------------------------
(a) (b) (c) (d) (e) (f) (g)
% of Total
Options Options Granted Exercise or
Granted to Employees in Base Price Expiration
Name (#) 1997 ($/Sh) Date 5% ($) 10% ($)
---- ----- ------ -------- ------ ------ -------
<S> <C> <C> <C> <C> <C> <C>
Eugene R. Corasanti 1,500 1.01 15.94 5/20/07 15,037 38,106
William W. Abraham 20,000 13.51 25.13 12/11/07 316,082 801,015
Jeffrey H. Palmer 10,000 6.76 25.13 12/11/07 158,014 400,508
Robert D. Shallish, Jr. 20,000 13.51 25.13 12/11/07 316,082 801,015
Joseph B. Gross 10,000 6.76 19.00 2/14/07 119,490 302,811
Joseph B. Gross 20,000 13.51 25.13 12/11/07 316,082 801,015
Joseph B. Gross 1,000 0.66 15.94 5/20/07 10,023 25,400
</TABLE>
-13-
<PAGE>
Aggregated Option Exercises and Year-End Option Value Table
The following table sets forth, with respect to each exercise of
stock options during 1997 by each of the Named Executive Officers and the
year-end value of unexercised options on an aggregated basis: (i) the name of
the executive officer (column (a)); (ii) the number of shares received upon
exercise, or, if no shares were received, the number of securities with respect
to which the options were exercised (column (b)); (iii) the aggregate dollar
value realized upon exercise (column (c)); (iv) the total number of unexercised
options held at December 31, 1997, separately identifying the exercisable and
unexercisable options (column (d)); and (v) the aggregate dollar value of
in-the-money, unexercised options held at December 31, 1997, separately
identifying the exercisable and unexercisable options (column (e)). The
Company's stock option plans do not provide for stock appreciation rights.
<TABLE>
<CAPTION>
Aggregated Option Exercises in 1997 and
December 31, 1997 Option Values
(a) (b) (c) (d) (e)
Value of Unexercised In-
Number of Unexercised the-Money Options at
Options at 12/31/97 (#) 12/31/97 ($)(1)
--------------------------------------------------
Shares
Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($) Unexercisable Unexercisable
---- --------------- ------------ ------------ -------------
<S> <C> <C> <C> <C>
Eugene R. Corasanti -- -- 304,002/1,500 3,854,033/15,469
William W. Abraham 400 -- 120,301/26,751 1,923,760/130,828
Jeffrey H. Palmer 14,600 284,263 30,385/21,466 306,999/116,987
Robert D. Shallish, Jr. 500 -- 50,250/31,450 701,262/127,987
Joseph B. Gross 17,350 424,432 11,000/42,450 12,500/210,800
</TABLE>
- ---------------
(1) Assumes $26.25 per share fair market value on December 31, 1997.
Pension Plans
The Company maintains a broadly based defined benefit pension
plan (the "Pension Plan") for all employees. The Pension Plan entitles a
participant to a normal monthly retirement benefit equal to 1 1/2% of the
participant's average monthly earnings over the period of employment times years
of service. Eugene R. Corasanti's deferred compensation is not included in the
calculation of his retirement benefits. Benefits are fully vested after five
years of service, starting from date of hire. Upon reaching normal retirement
age, generally age 65 with five years of credited service, participants are
entitled to receive vested benefits under the Pension Plan either in the form of
a lump sum payment or a monthly retirement benefit.
The Pension Plan represents a "fresh start" as of January 1,
1989, replacing the three pension plans formerly in place. The three former
plans have been merged into the Pension Plan, which is the former broadly based
plan with the benefit formula increased from 1/2% of pay to 1 1/2% of pay.
Benefits accrued by participants under the former plans became fully vested as
of December 31, 1988 and are paid, when due, from this "fresh start" Pension
Plan. Benefits accrued under the former plans are payable from the Pension
-14-
<PAGE>
Plan in addition to the benefits to be received under the Pension Plan. During
1995, Mr. Eugene R. Corasanti reached normal retirement age under the Pension
Plan and elected to receive a lump sum payment of the actuarial equivalent value
of his accrued benefits as of October 31, 1995. During 1996, Mr. William W.
Abraham reached normal retirement age under the Pension Plan and elected to
receive a lump sum payment of the actuarial equivalent value of his accrued
benefits, as of October 31, 1996.
As of December 31, 1997, Messrs. Corasanti, Abraham, Palmer,
Shallish and Gross had two, one, nine, eight and ten years of credited service,
respectively. The following table presents information concerning the annual
pension payable under the Pension Plan based upon various assumed levels of
annual compensation and years of service.
As of December 31, 1997, the Company acquired Linvatec from BMS.
In connection with the acquisition, the Company will establish a defined Benefit
Retirement Plan (the "Plan") effective January 1, 1998 which will provide the
same level of benefits to the Linvatec employees as the BMS plan provided prior
to the acquisition. Assets equal to the present value of the accrued benefits of
the Linvatec employees will be transferred from the BMS plan to the new Plan
once those figures are available. Participants will therefore continue under the
new plan as if nothing had changed.
The Plan will provide coverage to all employees of the Linvatec
group who have attained the age of 18. The Plan provides for benefits payable to
eligible participants in an amount equal to approximately 2% of five year
average earnings less 1/70 of the estimated primary insurance amount multiplied
by the years of service rendered not to exceed 40 years. Benefits are fully
vested after the participant completes 5 years of service. Upon reaching normal
retirement age, generally age 65, participants are entitled to receive vested
benefits under the Plan in the form of an annuity payable for life, or in some
other actuarial equivalent option.
<TABLE>
<CAPTION>
CONMED Pension Plan
Years of Service
Average
Pay 15 20 25 30 35
----- ---- ---- ---- ---- --
<S> <C> <C> <C> <C> <C>
$125,000 $28,125 $37,500 $46,875 $56,250 $65,625
$150,000 33,750 45,000 56,250 67,500 78,750
$175,000(1) 36,000 48,000 60,000 72,000 84,000
$200,000(1) 36,000 48,000 60,000 72,000 84,000
$225,000(1) 36,000 48,000 60,000 72,000 84,000
$250,000(1) 36,000 48,000 60,000 72,000 84,000
$300,000(1) 36,000 48,000 60,000 72,000 84,000
$400,000(1) 36,000 48,000 60,000 72,000 84,000
$450,000(1) 36,000 48,000 60,000 72,000 84,000
$500,000(1) 36,000 48,000 60,000 72,000 84,000
</TABLE>
- ------------
(1) 1997 statutory limits are $125,000 for straight life annuity benefit
payable at age 65 and $160,000 for annual compensation taken into account
in determining average pay.
-15-
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's Board of Directors, pursuant to the terms of the
Employment Agreement, establishes the annual salary of Eugene R. Corasanti. The
Compensation Committee establishes the compensation plans and specific
compensation levels for the Company's other officers. The Stock Option Committee
administers the Company's stock option plans. The Compensation Committee and the
Stock Option Committee are presently composed of Robert E. Remmell, Harry Cone
and Bruce F. Daniels.
The Board of Directors believes that the compensation of Eugene
R. Corasanti, the Company's President and Chairman ("CEO"), should be heavily
influenced by company performance, long-term growth and strategic positioning.
Therefore, although there is necessarily some subjectivity in setting the CEO's
salary, major elements of the compensation package are directly tied to company
performance, long-term growth and strategic positioning. This philosophy is
reflected in Mr. Corasanti's current five-year employment contract, which
provides for a base annual salary of $300,000 and permits the Board of Directors
to determine a higher salary in their discretion.
In 1993, while the Company consummated the $21.8 million
acquisition of certain assets and the business of Medtronic Andover Medical,
Inc. from Medtronic Inc., the Company incurred a net loss of $1.4 million,
primarily as a result of a $5.0 million charge relating to patent infringement
litigation. In 1994, the Company returned to profitability, recording net income
of $5.4 million, or $0.60 per basic share. In 1995, the Company acquired
Birtcher Medical Systems, Inc. (in a $21.2 million stock-for-stock exchange) and
the business and substantially all of the assets of The Master Medical
Corporation (in a $10.0 million purchase transaction) and recorded net income of
$10.9 million, or $1.03 per basic share. In 1996, the Company acquired the
business and substantially all of the assets of New Dimensions In Medicine, Inc.
in a $34.9 million purchase transaction and continued to increase the level of
net income to $16.3 million, or $1.16 per basic share.
In the light of the foregoing matters, on November 4, 1996, the
Board of Directors approved Mr. Corasanti's current employment agreement, for
employment from January 1, 1997 through December 31, 2001.
The Compensation Committee has adopted similar policies with
respect to compensation of the other executive officers of the Company. The
Company's performance, long-term growth and strategic positioning and the
individual's past performance and future potential are considered in
establishing the base salaries of executive officers. The policy regarding other
elements of the compensation package for executive officers is similar to the
CEO's in that the package is tied to achievement of performance targets. As
discussed below, in 1997, the Company granted each of the Company's executive
officers, including Eugene R. Corasanti, stock options.
In 1997, the Company continued to integrate its completed
acquisitions, recording record revenues of $138.2 million. The Company also
completed two additional acquisitions to nearly triple the Company's size -- the
acquisition of a surgical suction instrument and tubing product line from the
Davol subsidiary of C.R. Bard, Inc. for a cash purchase price of $24 million and
the acquisition of Linvatec and certain related assets from BMS for a cash
purchase price of $370 million (plus the assumption of net liabilities totalling
approximately $16.6 million) and the issuance of a warrant to purchase one
million shares of the Company's Common Stock at a warrant exercise price of
$34.23. For 1997, excluding unusual charges related to the acquisition of
Linvatec and the closure of the Company's Dayton, Ohio manufacturing facility,
the Company
-16-
<PAGE>
had net income of $16.984 million, or $1.13 per basic share. The Company's stock
price has increased from $7.22 on December 31, 1992 to $26.25 on December 31,
1997.
Stock options are granted to the Company's executive officers,
including Eugene R. Corasanti, primarily based on the executive's ability to
influence the Company's long-term growth and profitability. The number of
options granted is determined by using the same subjective criteria. All options
are granted at the current market price. Since the value of an option bears a
direct relationship to the Company's stock price it is an effective incentive
for managers to create value for stockholders. The Committee therefore views
stock options as an important component of its long-term, performance-based
compensation philosophy. The Committee granted 1,500 stock options to Eugene R.
Corasanti in 1997. In 1997, the Committee granted 135,000 options to executive
officers.
The Board of Directors has not yet adopted a policy with respect
to qualification of executive compensation in excess of $1 million per
individual for deduction under Section 162(m) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder. The Board of Directors does
not anticipate that the compensation of any executive officer during 1998 will
exceed the limits for deductibility. In determining a policy for future periods,
the Board of Directors would expect to consider all relevant factors, including
the Company's tax position and the materiality of the amounts likely to be
involved.
<TABLE>
<CAPTION>
Board of Directors Compensation Committee Stock Option Committee
- ------------------ ---------------------- ----------------------
<S> <C> <C>
Eugene R. Corasanti, Chairman Harry Cone Harry Cone
Harry Cone Robert E. Remmell Robert E. Remmell
Robert E. Remmell Bruce F. Daniels Bruce F. Daniels
Bruce F. Daniels
Joseph J. Corasanti
William D. Matthews
</TABLE>
BOARD OF DIRECTORS INTERLOCKS AND INSIDER PARTICIPATION
The Company's Board of Directors, which is presently composed of
Eugene R. Corasanti, Harry Cone, Robert E. Remmell, Bruce F. Daniels, Joseph J.
Corasanti and William D. Matthews, establishes the compensation plans and
specific compensation levels for Eugene R. Corasanti directly (with Mr.
Corasanti abstaining) and for other executive officers through the Compensation
Committee, and administers the Company's stock option plans through the Stock
Option Committee. As disclosed above, Eugene R. Corasanti, the Chairman of the
Board of Directors, is the President and Chief Executive Officer of the Company
and also serves as an officer of the Company's subsidiaries. Joseph J.
Corasanti, a director of the Company, is the Vice President-Legal Affairs and
General Counsel of the Company and is the son of Eugene R. Corasanti.
The Company pays all premiums on three split-dollar life
insurance policies totaling $3,175,000 for the benefit of Eugene R. Corasanti.
Premiums paid or accrued by the Company in the fiscal year ended December 31,
1997 were approximately $49,000. Of such premiums, an aggregate of approximately
$2,800 has been reflected as compensation to Mr. Corasanti. The remaining amount
of $46,200 is being treated by the Company as a loan to Mr. Corasanti. At
December 31, 1997, the aggregate amount due the Company from Mr. Corasanti
related to these split-dollar life insurance policies is $448,800. This amount
(and
-17-
<PAGE>
subsequent loans for future premiums) will be repaid to the Company on Mr.
Corasanti's death and the balance of the policy will be paid to Mr. Corasanti's
estate or beneficiaries.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As discussed above under "Board of Directors Interlocks and
Insider Participation," the Company pays all premiums on three split-dollar life
insurance policies totaling $3,175,000 for the benefit of Eugene R. Corasanti.
Premiums paid or accrued by the Company in the fiscal year ended December 31,
1997 were approximately $49,000. Of such premiums, an aggregate of approximately
$2,800 has been reflected as compensation to Mr. Corasanti. The remaining amount
of $46,200 is being treated by the Company as a loan to Mr. Corasanti. At
December 31, 1997, the aggregate amount due the Company from Mr. Corasanti
related to these split-dollar life insurance policies is $448,800. This amount
(and subsequent loans for future premiums) will be repaid to the Company on Mr.
Corasanti's death and the balance of the policy will be paid to Mr. Corasanti's
estate or beneficiaries.
The Company has entered into a directors and officers insurance
policy covering the period from January 31, 1998 through January 31, 1999 at a
total cost of $140,000, which covers directors and officers of the Company and
its subsidiaries.
All transactions with officers, directors and affiliates of the
Company have been on terms that the Company believes were no less favorable to
the Company than those that could be obtained from an unaffiliated third party
or negotiated in good faith on an arm's-length basis.
Robert E. Remmell, Assistant Secretary, director and shareholder
of the Company, is a partner of Steates Remmell Steates & Dziekan, the Company's
corporate counsel. The Company paid approximately $42,720 to Steates Remmell
Steates & Dziekan in 1997.
-18-
<PAGE>
PERFORMANCE GRAPH
The graph below compares the yearly percentage change in the
Company's Common Stock with the cumulative total return of the Center for
Research for Stock Performance ("CRSP") Total Return Index for the NASDAQ Stock
Market and the cumulative total return of the Standard & Poor's Medical Products
and Supplies Industry Group Index. In each case, the cumulative total return
assumes reinvestment of dividends into the same class of equity securities at
the frequency with which dividends are paid on such securities during the
applicable fiscal year.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG CONMED CORPORATION, THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE S&P HEALTH CARE (MEDICAL PRODUCTS & SUPPLIES) INDEX
[GRAPHIC-GRAPH PLOTTED TO POINTS LISTED BELOW]
Cumulative Total Return
12/92 12/93 12/94 12/95 12/96 12/97
----- ----- ----- ----- ----- -----
CONMED CORPORATION 100 65 183 346 284 363
NASDAQ STOCK MARKET-US 100 115 112 159 195 240
S & P HEALTH CARE 100 76 90 153 175 219
(MEDICAL PRODUCTS &
SUPPLIES)
* $100 INVESTED ON 12/31/92 IN STOCK OR INDEX.
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
-19-
<PAGE>
PROPOSAL TWO: INDEPENDENT PUBLIC ACCOUNTANTS
The independent accountants for the Company have been Price
Waterhouse LLP since 1982. The Audit Committee recommended to the Board of
Directors that Price Waterhouse LLP be nominated as independent accountants for
1998, and the Board has approved the recommendation.
Unless otherwise specified, shares represented by proxies will be
voted for the appointment of Price Waterhouse LLP as independent accountants for
1998. Representatives of Price Waterhouse LLP are expected to be present at the
meeting. Such representatives will have the opportunity to make a statement if
they desire to do so and are expected to be available to respond to appropriate
questions.
The Board of Directors recommends a vote FOR this proposal.
OTHER BUSINESS
Management knows of no other business which will be presented for
consideration at the Annual Meeting, but should any other matters be brought
before the meeting, it is intended that the persons named in the accompanying
proxy will vote such proxy at their discretion.
SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Any shareholder desiring to present a proposal to the
shareholders at the 1999 Annual Meeting, which currently is expected to be
scheduled on or about May 18, 1999, and who desires that such proposal be
included in the Company's proxy statement and proxy card relating to that
meeting, must transmit such to the Company so that it is received by the Company
at its principal executive offices on or before December 11, 1998. All such
proposals should be in compliance with applicable SEC regulations. In addition,
shareholders wishing to propose matters for consideration at the 1999 Annual
Meeting or to propose nominees for election as directors at the 1999 Annual
Meeting must follow specified advance notice procedures contained in the
Company's By-laws, a copy of which is available on request to the Secretary of
the Company, c/o CONMED Corporation, 310 Broad Street, Utica, New York 13501.
By Order of the Board of Directors,
/s/Thomas M. Acey
-----------------
Thomas M. Acey
Secretary
April 17, 1998
<PAGE>
REVOCABLE PROXY
CONMED CORPORATION
[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE
ANNUAL MEETING OF SHAREHOLDERS
MAY 19, 1998
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned hereby appoints Eugene R. Corasanti and Robert E. Remmell, and
either of them, proxies of the undersigned, with full power of substitution, to
vote all the shares of Common Stock of CONMED Corporation (the "Company") held
of record by the undersigned on March 31, 1998, at the Annual Meeting of
Shareholders to be held May 19, 1998, and at any adjournment thereof.
(1) Election of directors
[ ] FOR [ ] WITHHOLD [ ] FOR ALL EXCEPT
NOMINEES: Eugene R. Corasanti, Robert E. Remmell,
Bruce F. Daniels, William D. Matthews,
Stuart J. Schwartz and Joseph J. Corasanti.
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
(2) Appointment of Price Waterhouse LLP as Independent Accountants of the
Company for the fiscal year 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) In their discretion the proxies are authorized to vote upon such other
matters as may come before the meeting or any adjournment thereof.
All as more particularly described in the Company's Proxy Statement, dated
April 17, 1998, relating to such meeting, receipt of which is hereby
acknowledged.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED BY THE ABOVE SIGNED
SHAREHOLDER. IF NO CHOICE IS SPECIFIED BY THE SHAREHOLDER, THIS PROXY WILL BE
VOTED "FOR" ALL PORTIONS OF ITEMS (1) and (2), AND IN THE PROXIES' DISCRETION ON
ANY OTHER MATTERS COMING BEFORE THE MEETING.
<PAGE>
The undersigned hereby revokes any proxy or proxies heretofore given to vote
upon or act with respect to such stock and hereby ratifies and confirms all that
said proxies, their substitutes or any of them may lawfully do by virtue hereof.
Please be sure to sign and date this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
CONMED CORPORATION
310 Broad Street -- Utica, New York 13501
Please date this Proxy Card and sign your name exactly as it appears hereon.
Where there is more than one owner, each should sign. When signing as an
attorney, administrator, executor, guardian, or trustee, please add your title
as such. If executed by a corporation, this Proxy Card should be signed by a
duly authorized officer. If executed by a partnership, please sign in
partnership name by authorized persons.
PLEASE ACT PROMPTLY
MARK, SIGN, DATE & MAIL YOUR PROXY CARD TODAY
