<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
<TABLE>
<S> <C>
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 Section240.14a-11(c) or
Section240.14a-12
BOSTON BIOMEDICA, INC.
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
2) Aggregate number of securities to which transaction
applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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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.
1) Amount Previously Paid:
----------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
3) Filing Party:
----------------------------------------------------------
4) Date Filed:
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</TABLE>
<PAGE>
June 1, 2000
Dear Stockholder:
Boston Biomedica, Inc. will hold its Annual Meeting of Stockholders at the
Company's headquarters, 375 West Street, West Bridgewater, Massachusetts on
Thursday, July 20, 2000 at 4:00 p.m. At the Meeting, stockholders will elect two
Class I Directors to hold office until the 2003 Annual Meeting of Stockholders.
Detailed information about this vote and the Meeting itself is included in the
attached proxy statement.
On behalf of the Board of Directors and employees of Boston Biomedica, I
cordially invite all stockholders to attend the Annual Meeting in person.
Whether or not you plan to attend the Meeting, please take the time to vote by
completing and returning the enclosed proxy card.
If you plan to attend the Meeting in person, please remember to bring a form
of personal identification with you and, if you are acting as a proxy for
another stockholder, please bring written confirmation from the record owner
that you are acting as a proxy.
Sincerely,
Richard T. Schumacher
Chief Executive Officer
and Chairman of the Board
<PAGE>
BOSTON BIOMEDICA, INC.
NOTICE OF SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF STOCKHOLDERS OF
BOSTON BIOMEDICA, INC. TO BE HELD ON
THURSDAY, JULY 20, 2000
The Special Meeting in Lieu of Annual Meeting of Stockholders of BOSTON
BIOMEDICA, INC. will be held on Thursday, July 20, 2000 at 4:00 p.m. at the
Company's headquarters, 375 West Street, West Bridgewater, Massachusetts, for
the following purposes:
1. To elect two Class I Directors to hold office until the 2003 Annual Meeting
of Stockholders and until their 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 June 1, 2000 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
Kathleen W. Benjamin
Assistant Clerk
Boston, Massachusetts
June 1, 2000
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, YOUR PROXY MAY BE REVOKED AT ANY TIME PRIOR TO
EXERCISE BY FILING WITH THE CLERK OR ASSISTANT CLERK OF THE COMPANY A WRITTEN
REVOCATION, BY AUTHORIZING A PROXY AT A LATER DATE, OR BY ATTENDING AND VOTING
AT THE MEETING.
<PAGE>
BOSTON BIOMEDICA, INC.
PROXY STATEMENT
FOR THE SPECIAL MEETING IN LIEU OF ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD
ON JULY 20, 2000
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 (the "Company"), for use at the Special Meeting
in Lieu of Annual Meeting of Stockholders to be held on Thursday, July 20, 2000,
at 4:00 p.m. 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 June 1, 2000. 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 27, 2000 will
be entitled to receive notice of, and to vote at, the Meeting. As of that date,
there were outstanding and entitled to vote 4,979,852 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
authorized 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 or Assistant Clerk of the Company a written revocation, by executing a
proxy with a later date, or by attending and voting at the Meeting.
1
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
At the Meeting, two Class I Directors are to be elected to serve until the
2003 Annual Meeting of Stockholders and 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 term of Francis E. Capitanio and Calvin A. Saravis expire at the
Meeting. The Board of Directors has nominated Mr. Francis E. Capitanio and
Dr. Calvin A. Saravis for election as Class I Directors, to hold office until
the 2003 Annual Meeting of Stockholders and until their respective 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 either nominee 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 nominee's term would expire, if elected.
<TABLE>
<CAPTION>
DIRECTOR YEAR TERM EXPIRES,
NAME AGE POSITION SINCE IF ELECTED, AND CLASS
- ---- -------- ------------------------------ -------- ---------------------
<S> <C> <C> <C> <C>
Francis E. Capitanio (1)*..... 56 Director 1986 2003 Class I
Calvin A. Saravis (1)(2)*..... 70 Director 1978 2003 Class I
William R. Prather............ 53 Senior Vice President, Finance 1999 2001 Class II
and Business Development,
Treasurer and Director
Kevin W. Quinlan (1).......... 50 President and Chief Operating 1978 2002 Class III
Officer, and Director
Richard T. Schumacher (2)..... 49 Chief Executive Officer and 1978 2002 Class III
Chairman of the Board
</TABLE>
- ------------------------
* Nominee for Class I Director
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
Mr. Capitanio has served as a Director of the Company since January 1986.
Since 1997, Mr. Capitanio has served as President of Kalisto Biologicals, Inc.
From 1996 to 1997, he served as an independent consultant in the medical
diagnostics industry. From 1980 to 1996, he served as President, Treasurer and
2
<PAGE>
Director of Diatech Diagnostics Inc. (formerly Immunotech Corporation), an IN
VITRO diagnostics company and a wholly owned subsidiary of Healthcare
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 of the Company since 1978. Since 1984,
he has been an Associate Professor of Surgery (Biochemistry) at Harvard Medical
School and an Associate Research Professor of Pathology at Boston University
School of Medicine. From 1971 to 1997, Dr. Saravis was a Senior Research
Associate at the Mallory Institute of Pathology and from 1979 to 1997, he was a
Senior Research Associate at the Cancer Research Institute--New England
Deaconess Hospital. Dr. Saravis received his Ph.D. in immunology and serology
from Rutgers University.
Dr. Prather, a Director of the Company since 1999, has been Senior Vice
President, Finance and Business Development since August 1999. From
January 1999 to August 1999, Dr. Prather served as Senior Vice President,
Business Development. Prior to joining the Company, Dr. Prather was the Senior
Health Care Analyst for Cruttenden Roth, Inc. from 1995 to 1998. From 1992 to
1995 he was the Senior Analyst in Health Care for Manning and Napier Advisors.
Dr. Prather earned a B.S. in pharmacy and his MD at the University of
Missouri--Kansas City, and completed a Clinical Research Geriatric Fellowship at
Harvard Medical School. Dr. Prather is a Director of Primed International, a
medical device company and a member of the Advisory Board of the Canadian
Medical Discovery Fund, Inc., a fund of MDS Capital Corp.
Mr. Quinlan, a Director of the Company since 1978, has served as President
and Chief Operating Officer since August 1999. From January 1993 to
August 1999, he served as Senior Vice President, Finance, Treasurer, and Chief
Financial Officer. 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 the Chief Executive
Officer and Chairman of the Board since 1992 and served as President from 1986
to August 1999. Mr. Schumacher served as the Director of Infectious Disease
Services for Clinical Sciences Laboratory, a New England-based medical 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 eight meetings during the fiscal
year ended December 31, 1999. 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 met two times during fiscal year
1999. 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. In December 1999, the
Securities and Exchange Committee adopted new rules relating to Audit
Committees. In response to the new rules, the Board of Directors is
3
<PAGE>
currently reviewing an Audit Committee Charter, which will specifically define
the responsibilities and obligations of the Audit Committee. The Board of
Directors expects to adopt an Audit Committee Charter prior to June 14, 2000,
which will be in compliance with the new SEC rules.
The Board of Directors also has a Compensation Committee, currently
comprised of Messrs. Schumacher and Saravis. The Compensation Committee met once
during fiscal year 1999. The functions of the Compensation Committee include
making recommendations and presentations to the Board of Directors on
compensation levels, including salaries, incentive plans, benefits and overall
compensation for officers and Directors, and issuance of stock options to
officers, Directors and employees.
The Board of Directors does not have a nominating committee. The entire
Board of Directors considers changes in Directors.
SECURITY OWNERSHIP OF DIRECTORS, OFFICERS AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as of 04/30/00 concerning
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
COMMON STOCK
NAME * BENEFICIALLY OWNED PERCENT OF CLASS
- ------ ------------------- ----------------
<S> <C> <C>
Richard T. Schumacher (1)(2)................................ 935,662 16.76%
c/o Boston Biomedica, Inc.
375 West Street
West Bridgewater, MA 02379
Kevin W. Quinlan (1)........................................ 98,600 1.78%
Mark M. Manak (1)(3)........................................ 59,800 1.08%
William R. Prather (1)(4)................................... 46,636 **
Barry M. Warren (1)......................................... 40,500 **
Richard C. Tilton (1)....................................... 30,500 **
Calvin A. Saravis (1)....................................... -0 - **
Francis E. Capitanio (1).................................... -0 - **
All Executive Officers and Directors as a group
(14 Persons)(1)(2)(3)(4).................................. 1,315,298 23.54%
Marilyn Malkasian (1)(5).................................... 313,310 5.72%
119 Bristol Road
Wellesley, MA 02181
Paradigm Group, L.L.C. (6).................................. 425,000 7.76%
3000 Dundee Road, Suite 105
Northbrook, IL 60062
</TABLE>
- ------------------------
* Address provided for beneficial owners of more than 5% of the Common Stock
** Less than 1% of the outstanding Common Stock
4
<PAGE>
(1) Includes the following shares subject to options exercisable within 60 days
after April 30, 2000: Mr. Schumacher--104,285; Mr. Quinlan--75,000;
Dr. Prather--18,336, Dr. Tilton--5,500; Dr. Manak--40,500;
Mr. Warren--40,500; Dr. Saravis--0--; and Mr. Capitanio--0--,
Mrs. Malkasian--0--
(2) Includes 50,000 shares held of record by Mr. Schumacher's spouse and 27,430
shares held of record by Mr. Schumacher's daughter. Excludes certain
additional shares held by other relatives of Mr. Schumacher as to which
Mr. Schumacher disclaims beneficial ownership.
(3) Includes 4,000 shares held of record by Mr. Manak's father as custodian for
Mr. Manak's daughter.
(4) Includes 28,300 shares held by Avon Medical Profit Sharing Plan and Trust.
Dr. Prather and his spouse are the sole trustees and beneficiaries of the
trust.
(5) Includes 12,000 shares held of record by Mrs. Malkasian's son, 5,000 shares
held by Mrs. Malkasian's daughter, 53,150 shares held by Mrs. Malkasian and
30,000 shares held by Mrs. Malkasian as trustee in trust for each of
Mrs. Malkasian's son and her daughter.
(6) 425,000 shares owned by Paradigm Group, L.L.C. will be issued pursuant to
the registration of the underlying shares.
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the compensation of each
of the Chief Executive Officer and the four other most highly compensated
executive officers of the Company whose total annual salary and bonus exceeded
$100,000 during the fiscal year ended December 31, 1999 (the "Named Executive
Officers") who were serving as Executive Officers at the end of fiscal year
1999.
5
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------ SECURITIES
FISCAL OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND YEAR SALARY BONUS COMPENSATION STOCK OPTIONS COMPENSATION
PRINCIPAL POSITION ENDED ($) ($) $ (#) ($)
- ---------------------------------- -------- -------- -------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Richard T. Schumacher,............ 12/31/99 $229,010 -- $1,520(1) 5,000 $184,450(2)(4)
Chief Executive Officer 12/31/98 200,002 $5,000 370(1) 15,000 420(2)
and Chairman of the Board 12/31/97 194,616 -- 1,588(1) -- 420(2)
Kevin W. Quinlan,................. 12/31/99 $168,075 -- -- 17,500 --
President, Chief 12/31/98 143,347 $4,000 -- 10,000 --
Operating Officer and 12/31/97 139,927 -- -- -- --
Director
Barry M. Warren,.................. 12/31/99 $147,547 -- -- 10,000 --
Senior Vice President 12/31/98 137,601 $3,000 -- 6,000 --
and General Manager 12/31/97 129,367 -- -- -- --
Richard C. Tilton,................ 12/31/99 $135,203 -- $6,000(3) -- --
Senior Vice President, 12/31/98 127,019 $3,000 6,000(3) 6,000 --
Science and Technology 12/31/97 121,164 -- 6,000(3) -- --
Mark M. Manak,.................... 12/31/99 $129,894 -- -- -- --
Senior Vice President 12/31/98 118,510 $3,000 -- 6,000 --
and General Manager 12/31/97 116,388 -- -- -- --
</TABLE>
- ------------------------
(1) Consists of personal usage of Company vehicle
(2) Includes the value of premiums paid for a term life insurance policy.
(3) Consists of automobile allowance
(4) Consists of exercise of options
The following tables set forth certain information with respect to the stock
options granted to and exercised by the Named Executive Officers during fiscal
1999 and the aggregate number of and value of options exercisable and
un-exercisable held by the Named Executive Officers during fiscal 1999.
6
<PAGE>
OPTIONS GRANTED IN FISCAL YEAR 1999
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
INDIVIDUAL GRANTS ANNUAL RATES OF STOCK
----------------------------------------------- PRICE APPRECIATION
NUMBER OF % OF TOTAL FOR OPTION TERM AT YEAR
SECURITIES OPTIONS EXERCISE END (1)
UNDERLYING GRANTED TO -------- -----------------------
OPTIONS EMPLOYEES PRICE EXPIRATION
NAME GRANTED IN 1999 ($/SH.) DATE 5% 10%
- ---- ---------- ---------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Richard T. Schumacher............ 25,000 9.60% 4.675 07/27/09 56,195 158,710
Kevin W. Quinlan................. 17,500 6.72% 4.25 07/27/09 46,774 118,535
Barry M. Warren.................. 10,000 3.84% 4.25 07/27/09 26,728 67,734
Richard C. Tilton, Ph.D. ........ -- -- -- -- -- --
Mark M. Manak, Ph.D. ............ -- -- -- -- -- --
</TABLE>
- ------------------------
(1) The 5% and 10% assumed rates of annual compounded stock price appreciation
are mandated by the rules of the Securities and Exchange Commission and do
not represent the Company's estimate or projection of future Common Stock
prices.
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED OPTIONS AT YEAR END (2) AT YEAR END (3)
ON VALUE (1) ---------------------------- ----------------------------
NAME EXERCISE REALIZED EXERCISABLE UN-EXERCISABLE EXERCISABLE UN-EXERCISABLE
- ---- --------- --------- ----------- -------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Richard T. Schumacher............ 40,000 $180,000 98,690 38,690 $103,827 $164
Kevin W. Quinlan,................ -- -- 71,250 26,250 $ 44,375 --
Barry M. Warren.................. -- -- 33,375 20,125 -- --
Richard C. Tilton, Ph.D. ........ -- -- 38,375 5,125 -- --
Mark M. Manak, Ph.D. ............ -- -- 38,375 10,125 -- --
</TABLE>
- ------------------------
(1) The "value realized" represents the excess of the fair market value over the
purchase price at the time of purchase based upon the closing price of the
Common Stock on the Nasdaq National Market on the date of exercise, minus
the respective option exercise price.
(2) Includes the number of shares underlying both "exercisable" (i.e. vested)
and "un-exercisable" (i.e. unvested) stock options as of December 31, 1999.
(3) The values of "in-the-money" options reflect the positive spread between the
exercise price of any such existing stock options and the closing year-end
per share price of the Common Stock of $2.875.
COMPENSATION OF DIRECTORS
Directors of the Company do not receive cash compensation for their
services. Each Director has been eligible to receive options to purchase Common
Stock under the Company's 1999 Non-Qualified Stock Option.
7
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Board of Directors based on the recommendations of the Compensation
Committee makes decisions regarding executive compensation. The Compensation
Committee of the Board of Directors is comprised of Richard T. Schumacher and
Calvin A. Saravis, each of whom has received options to purchase Common Stock.
Mr. Schumacher serves as the Chief Executive Officer and Chairman of the Board
of the Company. Dr. Saravis is neither a former nor current officer nor employee
of the Company.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors is comprised of
Mr. Schumacher and one non-employee Director Dr. Saravis. The functions of the
Compensation Committee include making recommendations and presentations to the
Board of Directors on compensation levels, including salaries, incentive plans,
benefits and overall compensation for officers and Directors and issuance of
stock options to officers, Directors and employees. Subsequent to the
recommendation of the Compensation Committee, the Board of Directors then votes
on these proposals.
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
then recommends to the Board of Directors base salaries at a level that it
believes is comparable to cash compensation of officers with similar
responsibilities in similarly situated corporations. The Board makes final
determination of recommendations.
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 Plans. The Employee Stock Option Plans are 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 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. The Board of Directors then acts on the
recommendation of the Compensation Committee. During fiscal 1999, a total of
52,500 options were granted to the Named Executive Officers under the Employee
Stock Option Plan.
During the fiscal year ended December 31, 1999, Mr. Schumacher, the
Company's Chief Executive Officer, received a base salary of $229,010. The
Compensation Committee, and the Board of Directors, believes that this
compensation is comparable to the cash compensation of Chief Executive Officers
of comparable companies. Mr. Schumacher was granted options to purchase a total
of 25,000 shares of Common Stock in 1999.
8
<PAGE>
Compensation Committee
Richard T. Schumacher
Calvin A. Saravis
PERFORMANCE GRAPH
The following graph compares the change in the Company's cumulative total
stockholder return from October 31, 1996, when the Company's Common Stock became
publicly traded, to March 31, 2000, including December 31, 1999, the last
trading day of fiscal 1999, 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.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
LEGEND
<S> <C> <C> <C>
Index Description Boston Biomedica, Inc. Nasdaq Stock Market (Biotech) Nasdaq Stock Market (Composite)
10/31/96 100.00 100.00 100.00
12/31/96 87.10 102.11 105.69
12/31/97 70.97 102.04 128.56
12/31/98 38.31 147.23 179.51
12/31/99 37.10 296.87 333.14
3/31/00 95.16 369.05 374.36
Symbol
</TABLE>
Assumes $100 invested on October 31, 1996 in the Company's Common Stock, the
Nasdaq Stock Market Index (Biotech) and the Nasdaq Stocks Market Index
(Composite), and the reinvestment of any and all dividends.
9
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On August 18, 1999, the Company sold warrants to purchase 500,000 shares of
the Company's Common Stock to Paradigm Group, L.L.C., an accredited investor,
for an aggregate purchase price of $50,000. The warrant purchase was recorded as
additional paid-in capital. Warrants to purchase 400,000 shares are exercisable
at $4.25 per share and warrants to purchase 100,000 shares are exercisable at
$5.25 per share. Warrants to purchase a total of 75,000 shares of the Company's
Common Stock, expiring in August 2001 and with exercise prices ranging from
$4.25 to $8.00 per share, were also issued to National Securities, a registered
broker dealer. On February 17, 2000, the Company received notice that Paradigm
Group, L.L.C. and certain assignees exercised their warrants for approximately
$2,100,000, net of transaction costs, due immediately following the
effectiveness of a registration statement relating to the underlying shares. As
of April 30, 2000, the Paradigm Group, L.L.C. beneficially owned 7.76% of the
Company's Common Stock.
10
<PAGE>
OTHER MATTERS
VOTING PROCEDURES
An inspector of elections appointed by the Company will tabulate the votes
of stockholders present in person or represented by proxy at the Meeting. A
quorum, consisting of a majority of shares of all stock issued, outstanding and
entitled to vote at the Meeting, will be required to be present in person or by
proxy for consideration of the proposal to elect Directors. The 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 will have no effect on the outcome of the vote for the election
of the 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. Shares of Common Stock held of record by brokers who return a dated
and signed Proxy but who fail to vote will count toward the quorum, but will
count neither for nor against the proposal to elect Directors.
INDEPENDENT ACCOUNTANTS
The Board of Directors will review the appointment of PricewaterhouseCoopers
LLP. as the independent accountants to audit the Company's consolidated
financial statements for the fiscal year ending December 31, 2000. Such firm has
served continuously in that capacity since 1993.
A representative of PricewaterhouseCoopers LLP. 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 Form(s) it has
received and written representations from certain reporting persons, 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, 1999.
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.
11
<PAGE>
STOCKHOLDER PROPOSALS
Proposals which stockholders intend to present at the Company's 2001 Annual
Meeting of Stockholders and wish to have included in the Company's proxy
materials pursuant to Rule 14A-8 promulgated under the Securities Exchange Act
of 1934, as amended, must be received by the Company no later than February 2,
2001. If a proponent fails to notify the Company by February 2, 2001 of a
non-Rule 14A-8 stockholder proposal which it intends to submit at the Company's
2001 Annual Meeting of Stockholders, the Proxy solicited by the Board of
Directors, with respect to such Meeting, may grant discretionary authority to
the Proxies named therein, to vote with respect to such matter.
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
ADDITIONAL COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL
YEAR ENDED DECEMBER 31, 1999 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.
12
<PAGE>
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 2000 Special Meeting in Lieu of
Annual Meeting of Stockholders of Boston Biomedica, Inc. to be held on Thursday,
July 20, 2000, 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)
<PAGE>
/X/ Please mark votes as in this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES AS
DIRECTORS.
1. Election of Directors:
Nominees: Francis E. Capitanio and Calvin A. Saravis
<TABLE>
<S> <C>
/ / FOR THE NOMINEES / / WITHHOLD AUTHORITY to vote for the nominees
</TABLE>
- --------------------------------------------------------------------------------
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED ABOVE.
<TABLE>
<S> <C>
MARK HERE FOR ADDRESS
CHANGE AND NOTE AT LEFT
/ /
</TABLE>
(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).
<TABLE>
<S> <C> <C>
Signature: ------------------------ Title: ---------------------------- Date: --------
Signature: ------------------------ Title: ---------------------------- Date: --------
</TABLE>
