SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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Filed by a Party other than the Registrant [ ]
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[ ] 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 ss.240.14a-11(c) or ss.240.14a-12
BOSTON BIOMEDICA, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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[X] No fee required.
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computed pursuant to Exchange Act Rule 0-11. (Set forth the
amount on which the filing fee is calculated and state how it
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[ ] 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.
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BOSTON BIOMEDICA, INC.
NOTICE OF SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF STOCKHOLDERS OF
BOSTON BIOMEDICA, INC. TO BE HELD ON
JUNE 12, 1997
The Special Meeting in Lieu of Annual Meeting of Stockholders of BOSTON
BIOMEDICA, INC. will be held on Thursday, June 12, 1997 at 4:00 p.m. at the
Oakes Ames Memorial Hall, 3 Barrows Street, North Easton, Massachusetts, for the
following purposes:
1. To elect two Class I directors to hold office until the 2000 Annual
Meeting of Stockholders and until their respective successors are duly elected
and qualified.
2. To consider and act upon any matters incidental to the foregoing
purpose and any other matters which may properly come before the Meeting or any
adjourned session thereof.
The Board of Directors has fixed April 30, 1997 as the record date for
determining the stockholders entitled to notice of, and to vote at, the Meeting.
You are cordially invited to attend the Meeting.
By Order of the Board Of Directors
Candice J. Kobyluck,
Clerk
Boston, Massachusetts
May 5, 1997
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING FORM OF PROXY,
SO THAT, IF YOU ARE UNABLE TO ATTEND THE MEETING, YOUR SHARES MAY NEVERTHELESS
BE VOTED. HOWEVER, THE PROXY IS REVOCABLE AS DESCRIBED IN THE PROXY STATEMENT.
BOSTON BIOMEDICA
PROXY STATEMENT
FOR THE SPECIAL MEETING IN LIEU OF ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD
ON JUNE 12, 1997
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Boston Biomedica, Inc., a Massachusetts
corporation with its principal executive offices at 375 West Street, West
Bridgewater, Massachusetts 02379 (referred to hereinafter as the "Company"), for
use at the Special Meeting in Lieu of Annual Meeting of Stockholders to be held
on June 12, 1997, and at any adjournment or adjournments thereof (the
"Meeting"). The enclosed proxy relating to the Meeting is solicited on behalf of
the Board of Directors of the Company and the cost of such solicitation will be
borne by the Company. It is expected that this proxy statement and the
accompanying proxy will be mailed to stockholders on or about May 5, 1997.
Certain of the officers and regular employees of the Company may solicit proxies
by correspondence, telephone or in person, without extra compensation. The
Company may also pay to banks, brokers, nominees and certain other fiduciaries
their reasonable expenses incurred in forwarding proxy material to the
beneficial owners of securities held by them.
Only stockholders of record at the close of business on April 30, 1997
will be entitled to receive notice of, and to vote at, the Meeting. As of that
date, there were outstanding and entitled to vote 4,391,403 shares of Common
Stock, $.01 par value, of the Company (the "Common Stock"). Each such
stockholder is entitled to one vote for each share of Common Stock so held and
may vote such shares either in person or by proxy.
The enclosed proxy, if executed and returned, will be voted as directed
on the proxy or, in the absence of such direction, for the election of the
nominees as directors. If any other matters shall properly come before the
Meeting, the enclosed proxy will be voted by the proxies in accordance with
their best judgment. The proxy may be revoked at any time prior to exercise by
filing with the Clerk of the Company a written revocation, by executing a proxy
with a later date, or by attending and voting at the Meeting.
1
PROPOSAL NO. 1
ELECTION OF DIRECTORS
At the Meeting, two Class I directors are to be elected to serve until
the 2000 Annual Meeting of Stockholders and until their respective successors
have been duly elected and qualified.
The Company's Amended and Restated Articles of Organization and Bylaws
provide that the Board of Directors shall be divided into three classes. At each
Annual Meeting of Stockholders following the initial classification, the
directors elected to succeed those whose terms expire shall be identified as
being the same class as the directors they succeed and shall be elected to hold
office for a term to expire at the third Annual Meeting of Stockholders after
their election, and until their respective successors are duly elected and
qualified, unless an adjustment in the term to which an individual director
shall be elected is made because of a change in the number of directors.
The Board of Directors has fixed the initial number of directors at five
and the Company's Amended and Restated Articles of Organization authorizes the
Board of Directors or the stockholders to change the number from time to time.
The terms of Francis E. Capitanio and Calvin A. Saravis expire at the Meeting.
Mr. Capitanio and Dr. Saravis have each been renominated for election as a Class
I director, each to hold office until the 2000 Annual Meeting of Stockholders
and until their successors have been duly elected and qualified.
It is the intention of the persons named as proxies to vote for the
election of Mr. Capitanio and Dr. Saravis as Class I directors. In the
unanticipated event that the nominees should be unable to serve, the persons
named as proxies will vote the proxy for such substitutes, if any, as the
present Board of Directors may designate or to reduce the number of directors.
The nominees have not been nominated pursuant to any arrangement or
understanding with any person.
The following table sets forth certain information with respect to the
nominees and each of the directors whose term extends beyond the Meeting,
including the year in which the nominees' terms would expire, if elected.
<TABLE>
<CAPTION>
Year Term
Expires,
Director if Elected,
Name Age Position Since and Class
- ---- --- -------- ----- ---------
<S> <C> <C> <C> <C>
Francis E. Capitanio (2) * 52 Director 1986 2000
Class I
Calvin A. Saravis (1)(2) * 66 Director 1978 2000
Class I
Henry A. Malkasian (1) 79 Director 1978 1998
2
Class II
Kevin W. Quinlan (2) 47 Senior Vice President, Finance; Chief 1978 1999
Financial Officer; Treasurer and Director Class III
Richard T. Schumacher (1) 46 President; Chief Executive Officer and 1978 1999
Chairman of the Board Class III
</TABLE>
- --------------------
* Nominees for Class I directors.
(1) Member of the Compensation Committee
(2) Member of the Audit Committee
Mr. Capitanio has served as a Director since January 1986. Since
November 1996, Mr. Capitanio has served as an independent consultant in the
medical diagnostics industry. From 1980 to October 1996, he served as President,
Treasurer and Director of Diatech Diagnostics Inc. (formerly Immunotech
Corporation), an in vitro diagnostics company and a wholly owned subsidiary of
Heathcare Technologies Ltd. Mr. Capitanio received an M.B.A. from the Sloan
School of Management, Massachusetts Institute of Technology and a B.S. in
metallurgy from Massachusetts Institute of Technology.
Dr. Saravis has served as a Director since 1978. Since 1971, Dr.
Saravis has been a Senior Research Associate at the Mallory Institute of
Pathology and since 1979 he has been a Senior Research Associate at the Cancer
Research Institute--New England Deaconess Hospital. Since 1984, Dr. Saravis has
had an appointment as an Associate Professor of Surgery (biochemistry) at
Harvard Medical School and an Associate Research Professor of Pathology at
Boston University School of Medicine. Dr. Saravis received his Ph.D. in
immunology and serology from Rutgers University.
Mr. Malkasian has served as a Director since the Company's organization
in 1978. Mr. Malkasian is a practicing attorney-at-law and a member of the firm
Malkasian & Budge in Massachusetts. He received his J.D. degree from Harvard
University School of Law and a B.A. degree from Clark University.
Mr. Quinlan, a Director of the Company since its incorporation, has
been Senior Vice President, Finance; Treasurer; and Chief Financial Officer
since January 1993. From 1990 to December 1992, he was the Chief Financial
Officer of ParcTec, Inc., a New York-based leasing company. Mr. Quinlan served
as Vice President and Assistant Treasurer of American Finance Group, Inc. from
1981 to 1989 and was employed by Coopers & Lybrand from 1975 to 1980. Mr.
Quinlan is a certified public accountant and received a M.S. in accounting from
Northeastern University and a B.S. in economics from the University of New
Hampshire.
Mr. Schumacher, the founder of the Company, has been President since
1986, and Chief Executive Officer and Chairman since 1992. Mr. Schumacher served
as the Director of Infectious Disease Services for Clinical Sciences Laboratory,
a New England-based medical
3
reference laboratory, from 1986 to 1988. From 1972 to 1985, Mr. Schumacher was
employed by the Center for Blood Research, a nonprofit medical research
institute associated with Harvard Medical School. Mr. Schumacher received a B.S.
in zoology from the University of New Hampshire.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company held four meetings and acted by
consent on one occasion during the fiscal year ended December 31, 1996. Each
current director attended at least 75% of the aggregate number of all meetings
of the Board of Directors and committees of which he was a member during such
fiscal year.
The Board of Directors has an Audit Committee, currently comprised of
Messrs. Capitanio, Quinlan and Saravis, which did not meet during fiscal year
1996. The functions performed by this Committee include recommending to the
Board of Directors the engagement of the independent accountants, reviewing the
scope of internal controls and reviewing the implementation by management of
recommendations made by the independent accountants.
The Board of Directors also has a Compensation Committee, currently
comprised of Messrs. Schumacher, Saravis and Malkasian. The Compensation
Committee met twice during fiscal year 1996. The functions of the Compensation
Committee include presentation and recommendations to the Board of Directors on
compensation levels for officers and directors and issuance of stock options to
the Board of Directors, employees and affiliates.
The Board of Directors does not have a nominating committee. Changes in
directors are considered by the whole Board of Directors.
4
SECURITY OWNERSHIP OF DIRECTORS, OFFICERS AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as of April 15, 1997
concerning the beneficial ownership of Common Stock by each director, each
nominee for director, each named executive officer in the Summary Compensation
Table under "Executive Compensation," below, all executive officers and
directors as a group, and each person known by the Company to be the beneficial
owner of 5% or more of the Company's Common Stock. This information is based
upon information received from or on behalf of the named individuals.
<TABLE>
<CAPTION>
Number of Shares of
Name ** Common Stock Percent of Class
Beneficially Owned ----------------
-------------------
<S> <C> <C>
Richard T. Schumacher(1)(2) .................................. 1,010,207 22.39%
c/o Boston Biomedica, Inc.
575 West Street
West Bridgewater, MA 02379
Henry A. Malkasian(1)(3) ..................................... 311,510 7.09%
c/o Boston Biomedica, Inc.
575 West Street
West Bridgewater, MA 02379
Kevin W. Quinlan(1) .......................................... 89,350 2.01%
Patricia E. Garrett(1) ....................................... 52,500 1.19%
Richard C. Tilton(1) ......................................... 60,625 1.37%
Mark M. Manak(1)(4) .......................................... 53,625 1.21%
Barry M. Warren(1) ........................................... 16,875 *
Ronald V. DiPaolo(1) ......................................... 26,000 *
Calvin A. Saravis(1) ......................................... 23,000 *
Francis E. Capitanio(1) ...................................... 8,750 *
All Executive Officers and Directors as a group
(10 Persons)(1)(2)(3)(4) .................................. 1,652,442 34.57%
Irwin J. Gruverman(5) ........................................ 378,510 8.62%
c/o G & G Diagnostics Limited Partnership I
30 Ossipee Road
Newton, MA 02164
</TABLE>
- ------------
* Less than 1% of the outstanding Common Stock.
** Address provided for beneficial owners of more than 5% of the Common Stock.
(1) Includes the following shares subject to options exercisable within 60 days
after April 15, 1997: Mr. Capitanio -- 8,750; Dr. DiPaolo -- 26,000, Dr.
Garrett -- 42,500; Mr. Quinlan -- 69,250; Mr. Malkasian -- 10,000; Dr.
Manak -- 35,625; Dr. Saravis -- 23,000; Mr. Schumacher -- 131,250; Dr.
Tilton -- 35,625; and Mr. Warren -- 16,875.
(2) Includes 50,000 shares held of record by Mr. Schumacher's spouse and 20,000
shares held of record by Mr. Schumacher as custodian for his daughter.
Excludes certain additional shares held by other relatives of Mr.
Schumacher as to which Mr. Schumacher disclaims beneficial ownership.
5
(3) Includes 12,000 shares held of record by Mr. Malkasian's son, 5,000 shares
held by Mr. Malkasian's daughter, 53,850 shares held by Mr. Malkasian's
spouse and 30,000 shares held by Mr. Malkasian as trustee in trust for each
of his son and his daughter.
(4) Includes 4,000 shares held of record by Mr. Manak as custodian for his
daughter.
(5) Includes 355,593 shares held of record by three limited partnerships of
which Mr. Gruverman is the general partner and 10,000 shares subject to
immediately exercisable options held by Mr. Gruverman.
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the compensation of
each of the Chief Executive Officer and the senior officers, including the five
most highly-compensated executive officers of the Company whose annual salary
and bonus, if any, exceeded $100,000 for services in all capacities to the
Company during the last fiscal year (the "Named Executive Officers").
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
--------------------------
ANNUAL ALL OTHER
NAME AND FISCAL YEAR COMPENSATION COMPENSATION
PRINCIPAL POSITION ENDED SALARY ($)
------------------ ----- ($) --------
------
<S> <C> <C> <C>
Richard T. Schumacher 12/31/96 193,502 $2,008(1)
President and Chief Executive 12/31/95 166,676 2,008(1)
Officer
Kevin W. Quinlan 12/31/96 133,772 ---
Senior Vice President, Finance 12/31/95 120,615 1,650(2)
and Chief Financial Officer
Barry M. Warren 12/31/96 123,671 ---
Senior Vice President, Sales 12/31/95 113,454 1,500(2)
& Marketing
Richard C. Tilton, Ph.D. 12/31/96 106,197 6,000(3)
Senior Vice President, 12/31/95 111,924 6,000(3)
Specialty Laboratory Services
Mark M. Manak, Ph.D. 12/31/96 111,058 ---
Senior Vice President, 12/31/95 102,753 ---
Research & Development
Patricia E. Garrett, Ph.D. 12/31/96 100,966 ---
Senior Vice President 12/31/95 92,353 1,650(2)
Regulatory Affairs & Strategic
Programs
Ronald V. DiPaolo, Ph.D 12/31/96 94,396 ---
Vice President of Operations 12/31/95 86,614 1,500(2)
- --------------------
</TABLE>
(1) Consists of personal usage of Company vehicle, and includes the value of
premiums paid for a term life insurance policy.
(2) Consists of automobile allowance, discontinued as of March 31, 1995.
(3) Consists of automobile allowance.
6
The following tables set forth certain information with respect to
stock options granted to the Named Executive Officers during fiscal 1996 and the
aggregate number of and value of options unexercisable and exercisable held by
the Named Executive Officers during fiscal 1996. No stock options were exercised
by any of the Named Executive Officers in fiscal 1996.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
---------------------------------
INDIVIDUAL GRANTS
------------------------------------------------------------
% OF TOTAL POTENTIAL REALIZABLE
OPTIONS EXERCISE VALUE AT ASSUMED
OPTIONS GRANTED TO OR BASE ANNUAL RATES OF STOCK
GRANTED EMPLOYEES IN PRICE EXPIRATION PRICE APPRECIATION FOR
NAME (#)(1) FISCAL YEAR ($/SH) DATE OPTION TERM(2)
---- ------ ----------- ------ ---- ----------------------
5%($) 10%($)
----- ------
<S> <C> <C> <C> <C> <C> <C>
Richard T. Schumacher 5,000 3.6% 7.70 2/28/01 $24,212 $61,359
Kevin W. Quinlan 5,000 3.6% 7.00 2/28/06 $22,011 $55,781
Barry M. Warren 22,500 16.0% 7.00 2/28/06 $99,051 $251,014
Richard C. Tilton, Ph.D. 2,500 1.8% 7.00 2/28/06 $11,006 $27,890
Mark M. Manak, Ph.D. 2,500 1.8% 7.00 2/28/06 $11,006 $27,890
Patricia E. Garrett, Ph.D 2,500 1.8% 7.00 2/28/06 $11,006 $27,890
Ronald V. DiPaolo, Ph.D. 2,000 1.4% 7.00 2/28/06 $8,805 $22,312
</TABLE>
- -------------------
(1) The options were granted under the Company's Employee Stock Option
Plan, and are subject to a vesting schedule pursuant to which, in
general, the options become exercisable at a rate of 25% per year
commencing one year after the date of grant, provided the holder of the
option remains employed by the Company. Options may not be exercised
beyond thirty days after the holder ceases to be employed by the
Company, except in the event of termination by reason of death or
permanent disability, in which event the option may be exercised for up
to one year following termination.
(2) The assumed rates are compounded annually for the full term of the
options.
Aggregated Option Exercises in Last
Fiscal Year and Fiscal Year End Option Values
---------------------------------------------
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT 12/31/96 12/31/96(1)
-----------------------------------------------------------
EXERCISABLE/ UNEXERCISABLE EXERCISABLE/ UNEXERCISABLE
NAME (#) ($)
- ---- -----------------------------------------------------------
<S> <C> <C>
Richard T. Schumacher 130,000/5,000 712,250/(4,750)
Kevin W. Quinlan 68,000/5,000 315,750/(1,250)
Barry M. Warren 11,250/26,250 25,312/2,812
Richard C. Tilton, Ph.D. 26,250/11,250 98,437/32,187
Mark M. Manak, Ph.D. 35,000/2,500 148,750/(625)
Patricia E. Garrett, Ph.D. 41,875/3,125 242,719/781
Ronald V. DiPaolo, Ph.D. 25,500/2,500 128,775/625
</TABLE>
- -------------------
(1) Based upon the closing sale price of the Common Stock on December 31, 1996
on the Nasdaq National Market, minus the respective option exercise price.
7
COMPENSATION OF DIRECTORS
Directors of the Company do not receive cash compensation for their
services. Each director is eligible to receive options to purchase Common Stock
under the Company's 1987 Non-Qualified Stock Option Plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Decisions regarding executive compensation are made by the Board of
Directors based on the recommendations of the Compensation Committee. The
Compensation Committee of the Board of Directors is comprised of Richard T.
Schumacher, Henry A. Malkasian and Calvin A. Saravis, each of whom has received
options to purchase Common Stock. Mr. Schumacher serves as the President and
Chief Executive Officer of the Company. Messrs. Malkasian and Saravis are
neither former nor current officers or employees of the Company.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors is comprised of Mr.
Schumacher and two nonemployee directors, Messrs. Malkasian and Saravis. The
functions of the Compensation Committee include presentation and recommendations
to the Board of Directors on compensation levels for officers and directors and
issuance of stock options to the Board of Directors, employees and affiliates.
The Compensation Committee determines the compensation to be paid to the Chief
Executive Officer and each of the other executive officers of the Company.
The objectives of the Compensation Committee in determining the type and
amount of executive officer compensation are to provide a level of base
compensation which allows the Company to attract and retain superior talent. The
Compensation Committee endeavors to align the executive officer's interests with
the success of the Company through participation in the Company's Employee Stock
Option Plan, which provides the executive officer with the opportunity to build
a substantial ownership interest in the Company.
The compensation of executive officers includes cash compensation, the
grant of stock options and participation in benefit plans generally available to
employees. In determining base salary, the Compensation Committee considers
executive compensation for comparably sized companies as well as the individual
experience and performance of each executive officer. The Compensation Committee
sets base salaries at a level that it believes is comparable to cash
compensation of officers with similar responsibilities in similarly situated
corporations.
Each of the executive officers, including Mr. Schumacher, and all
full-time employees are eligible to receive grants of options under the
Company's Employee Stock Option Plan. The Employee Stock Option Plan is used to
provide incentives to officers and employees and to associate more closely the
interests of such persons with stockholders' interests and the long-term success
of the Company. In determining the number of options to be granted to each
8
executive officer or employee, the Compensation Committee makes a subjective
determination based on factors such as the individual's level of responsibility,
performance, and number of options held, with no particular weight given to any
factor. During fiscal 1996, 42,000 options were granted to executive officers
under the Employee Stock Option Plan.
During the fiscal year ended December 31, 1996, Mr. Schumacher, the
Company's Chief Executive Officer, received a base salary of $193,502. The
Compensation Committee believes that this compensation is comparable to the cash
compensation of chief executive officers of comparable companies. Mr. Schumacher
received stock options for 5,000 shares in 1996.
Compensation Committee
Richard T. Schumacher
Henry A. Malkasian
Calvin A. Saravis
9
PERFORMANCE GRAPH
The following graph compares the change in the Company's cumulative
total shareholder return from October 31, 1996, when the Company's Common Stock
became publicly traded to March 31, 1997, including December 31, 1996, the last
trading day of fiscal 1996, with the cumulative total return on the Nasdaq Stock
Market Index (U.S. Companies) and the Nasdaq Pharmaceuticals Stocks Index (SIC
2830-2839 U.S. and Foreign) for that period.
[Performance Graph]
<TABLE>
<CAPTION>
SYMBOL INDEX DESCRIPTION 10/31/96 12/31/96 3/31/97
------ ----------------- -------- -------- -------
<S> <C> <C> <C> <C>
________________[] Boston Biomedica, Inc. 100.0 87.1 122.6
- ----------------/\ Nasdaq Stock Market 100.0 106.1 100.4
(U.S. Companies)
_._._._._._._._.O Nasdaq Pharmaceuticals Stocks 100.0 101.6 96.5
(SIC 2830-2839 U.S. & Foreign)
</TABLE>
Assumes $100 invested on October 31, 1996 in the Company's Common Stock, the
Nasdaq Stock Market Index (U.S. Companies) and the Nasdaq Pharmaceuticals Stocks
Index (SIC 2830-2839 U.S. & Foreign), and the reinvestment of any and all
dividends.
10
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company is a party to a Registration Rights Agreement dated June 5,
1990, as amended (the "Registration Agreement"), with G&G Diagnostics Limited
Partnership I and G&G Diagnostics Limited Partnership II (together, "G&G")
pursuant to which G&G has certain rights to have its shares of Common Stock
registered by the Company under the Securities Act. A total of 355,593 shares of
Common Stock (the "Registrable Shares") held by G&G or subject to warrants held
by G&G may be registered under the Registration Agreement. If the Company
proposes to register any of its securities under the Securities Act, either for
its own account or for the account of other securityholders, G&G is entitled to
notice of the registration and is entitled to include, at the Company's expense,
the Registrable Shares therein, provided, among other conditions, that the
underwriters have the right to limit the number of such shares included in the
registration. In addition, G&G may require the Company at its expense on no more
than two occasions, to file a registration statement under the Securities Act
with respect to its Registrable Shares, and the Company is required to use its
best efforts to effect a registration, subject to certain conditions and
limitation. Further, G&G may require the Company at its expense to register the
Registrable Shares on Form S-3 when such form is available to the Company,
subject to certain conditions and limitations.
In May 1995, G&G Diagnostics Limited Partnership II exercised warrants
to purchase 40,000 shares of the Company's Common Stock for an exercise price of
$2.50 per share or an aggregate amount of $100,000 and in December, 1996, G&G
Diagnostic Limited Partnership I exercised warrants to purchase 106,670 shares
of the Company's Common Stock for an exercise price of $2.50 per share or an
aggregate amount of $266,675.
11
OTHER MATTERS
VOTING PROCEDURES
The votes of stockholders present in person or represented by proxy at
the Meeting will be tabulated by an inspector of elections appointed by the
Company. The two nominees for director of the Company who receive the greatest
number of votes cast by stockholders present in person or represented by proxy
at the Meeting and entitled to vote thereon will be elected directors of the
Company.
Abstentions and broker non-votes will be counted as present in
determining whether the quorum requirement is satisfied. Abstentions and broker
non-votes will have no effect on the outcome of the vote for the election of
directors. Shares of Common Stock held of record by brokers who do not return a
signed and dated proxy will not be considered present at the Meeting, will not
be counted towards a quorum and will not be voted in the election of directors.
INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed Coopers & Lybrand L.L.P. as the
independent accountants to audit the Company's consolidated financial statements
for the fiscal year ending December 31, 1997. Such firm has served continuously
in that capacity since 1993.
A representative of Coopers & Lybrand L.L.P. will be at the Meeting and
will be given an opportunity to make a statement, if so desired. The
representative will be available to respond to appropriate questions.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors, and persons who own
more than 10% of the Company's Common Stock, to file reports of ownership and
changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange
Commission and the Nasdaq. Executive officers, directors and greater than 10%
stockholders are required to furnish the Company with copies of all Forms 3, 4
and 5 they file.
Based solely on the Company's review of the copies of such Forms it has
received, the Company believes that all of its executive officers, directors and
greater than 10% stockholders complied with all Section 16(a) filing
requirements applicable to them during the Company's fiscal year ended December
31, 1996.
12
OTHER PROPOSED ACTION
The Board of Directors knows of no matters which may come before the
Meeting other than the election of directors. However, if any other matters
should properly be presented to the Meeting, the persons named as proxies shall
have discretionary authority to vote the shares represented by the accompanying
proxy in accordance with their own judgment.
STOCKHOLDER PROPOSALS
Proposals which stockholders intend to present at the Company's 1998
Annual Meeting of Stockholders and wish to have included in the Company's proxy
materials must be received by the Company no later than January 5, 1998.
INCORPORATION BY REFERENCE
To the extent that this Proxy Statement has been or will be specifically
incorporated by reference into any filing by the Company under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, the
sections of the Proxy Statement entitled "Compensation Committee Report" and
"Performance Graph" shall not be deemed to be so incorporated, unless
specifically otherwise provided in any such filing.
ANNUAL REPORT ON FORM 10-K
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1996 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ARE
AVAILABLE TO STOCKHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST ADDRESSED TO
INVESTOR RELATIONS, BOSTON BIOMEDICA, INC., 375 WEST STREET, WEST BRIDGEWATER,
MASSACHUSETTS 02379.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE,
STOCKHOLDERS ARE URGED TO FILL IN, SIGN AND RETURN THE ACCOMPANYING FORM OF
PROXY IN THE ENCLOSED ENVELOPE.
13
PROXY BOSTON BIOMEDICA, INC. PROXY
The undersigned hereby appoints Richard T. Schumacher and Kevin W.
Quinlan, and each of them, acting singly, with full power of substitution,
attorneys and proxies to represent the undersigned at the 1997 Special Meeting
in Lieu of Annual Meeting of Stockholders of Boston Biomedica, Inc. to be held
on Thursday, June 12, 1997, and at any adjournment or adjournments thereof, with
all power which the undersigned would possess if personally present, and to vote
all shares of stock which the undersigned may be entitled to vote at said
meeting upon the matters set forth in the Notice of and Proxy Statement for the
Meeting in accordance with the following instructions and with discretionary
authority upon such other matters as may come before the Meeting. All previous
proxies are hereby revoked.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IT WILL BE VOTED AS
DIRECTED BY THE UNDERSIGNED AND IF NO DIRECTION IS INDICATED, IT WILL BE VOTED
FOR THE ELECTION OF THE NOMINEES AS DIRECTORS.
Continued, and to be signed, on reverse side
(Please fill in the reverse side and mail in enclosed envelope)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE
NOMINEES AS DIRECTORS.
[ ] PLEASE MARK VOTES AS IN THIS EXAMPLE.
1. Election of Directors:
Nominees: Francis E. Capitanio and Calvin A. Saravis
[ ] FOR ALL NOMINEES (except as marked to the contrary)
[ ] WITHHOLD AUTHORITY to vote for all nominees
FOR except vote withheld from the following nominee(s):
- -------------------------------------------------
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE WRITE THAT NOMINEE'S NAME IN THE
SPACE PROVIDED ABOVE.)
MARK HERE FOR
ADDRESS CHANGE
AND NOTE AT LEFT [ ]
(Signatures should be the same as the name printed hereon. Executors,
administrators, trustees, guardians, attorneys, and officers of corporations
should add their titles when signing.)
Signature: Date:
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Signature: Date:
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