<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _____)
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Biopool International, Inc.
___________________________________________________________________________
(Name of Registrant as Specified in Its Charter)
Biopool International, Inc.
___________________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11C(c)(1)(ii), 14a-6(i)(1), or 14a-
6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3)
/ / 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 transactions applies:
___________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
___________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
___________________________________________________________________________
/ / 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.
<PAGE>
(1) Amount previously paid:
___________________________________________________________________________
(2) Form, schedule or registration statement no.:
_______________________________________________________________________
(3) Filing party:
_______________________________________________________________________
(4) Date filed:
SC-2
<PAGE>
BIOPOOL INTERNATIONAL, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 6, 1996
TO THE STOCKHOLDERS OF
BIOPOOL INTERNATIONAL, INC.:
You are cordially invited to attend the Annual Meeting of Stockholders
of Biopool International, Inc., which will be held at the DoubleTree Hotel,
2055 Harbor Boulevard, Ventura, California 93001, on Thursday, June 6,
1996, at 2:30 p.m. Pacific time, to consider and act upon the following
matters:
1. The election of directors; and
2. Such other business as may properly come before the Meeting or any
adjournments of the Meeting.
Only holders of record of Common Stock of the Company at the close of
business on April 15, 1996 will be entitled to notice of and to vote at the
Annual Meeting and any adjournments of the Annual Meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING
REGARDLESS OF THE NUMBER OF SHARES YOU HOLD. YOU ARE INVITED TO ATTEND THE
MEETING IN PERSON, BUT WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE COMPLETE,
DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE. IF
YOU DO ATTEND THE MEETING, YOU MAY, IF YOU PREFER, REVOKE YOUR PROXY AND
VOTE YOUR SHARES IN PERSON.
By Order of the Board of Directors
Michael D. Bick, Ph.D.
Chief Executive Officer
6025 Nicolle Street
Ventura, California 93003
(805) 654-0643
April 26, 1996
<PAGE>
BIOPOOL INTERNATIONAL, INC.
_________________
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 6, 1996
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Biopool International, Inc., a
Delaware corporation (the "Company") for use at the Annual Meeting of
Stockholders to be held at the DoubleTree Hotel, 2055 Harbor Boulevard,
Ventura, California 93001, on Thursday, June 6, 1996, at 2:30 p.m. Pacific
time. Accompanying this Proxy Statement is the Board of Directors' Proxy
for the Annual Meeting, which you may use to indicate your vote as to the
proposals described in this Proxy Statement.
All Proxies which are properly completed, signed and returned to the
Company prior to the Annual Meeting, and which have not been revoked, will
be voted in favor of the proposals described in this Proxy Statement unless
otherwise directed. A stockholder may revoke his or her Proxy at any time
before it is voted either by filing with the Secretary of the Company, at
its principal executive offices, a written notice of revocation or a duly
executed proxy bearing a later date, or by attending the Annual Meeting and
expressing a desire to vote his or her shares in person.
The close of business on April 15, 1996 has been fixed as the record
date for the determination of stockholders entitled to notice of and to
vote at the Annual Meeting or any adjournments of the Annual Meeting. As
of the record date, the Company had outstanding 7,966,139 shares of Common
Stock, par value $.01 per share, the only outstanding voting security of
the Company. As of the record date, the Company had approximately 250
stockholders of record. A stockholder is entitled to cast one vote for
each share held on the record date on all matters to be considered at the
Annual Meeting.
The Company's principal executive offices are located at 6025 Nicolle
Street, Ventura, California 93003. This Proxy Statement and the
accompanying proxy were mailed to stockholders on or about April 26, 1996.
ELECTION OF DIRECTORS
In accordance with the Certificate of Incorporation and Bylaws of the
Company, the Board of Directors consists of not less than three nor more
than seven members, the exact number to be determined by the Board of
Directors. At each annual meeting of the stockholders of the Company,
directors are elected for a one year term. The Board of Directors is
currently set at four members. At the 1996 Annual Meeting, each director
will be elected for a term expiring at the 1997 annual meeting. The Board
of Directors proposes the nominees named below.
2
<PAGE>
Unless marked otherwise, proxies received will be voted FOR the
election of each of the nominees named below. If any such person is unable
or unwilling to serve as a nominee for the office of director at the date
of the Annual Meeting or any postponement or adjournment thereof, the
proxies may be voted for a substitute nominee, designated by the proxy
holders or by the present Board of Directors to fill such vacancy. The
Board of Directors has no reason to believe that any such nominee will be
unwilling or unable to serve if elected a director.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE ELECTION OF THE DIRECTORS NOMINATED HEREIN.
The Board of Directors proposes the election of the following nominees
as members of the Board of Directors:
Michael D. Bick, Ph.D.
Andrew L. Cerskus, Ph.D.
Lewis J. Kaufman
Douglas L. Ayer
If elected, the nominees are expected to serve until the 1997 Annual
Meeting of Stockholders.
INFORMATION WITH RESPECT TO EACH NOMINEE AND CERTAIN OFFICERS.
<TABLE>
The following table sets forth certain information with respect to
each nominee and other officers of the Company as of April 26, 1996.
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
Michael D. Bick, Ph.D. 51 President, Chief Executive Officer,
Director
Andrew L. Cerskus, Ph.D. 43 Director
Lewis J. Kaufman 63 Director
Douglas L. Ayer 58 Director
OTHER OFFICERS:
Jeffrey C. Hass 41 Corporate Secretary, Director of
Finance
Keith R. Gould 61 Executive Vice President Sales and
Marketing
</TABLE>
All officers are appointed by and serve at the discretion of the Board
of Directors. There are no family relationships between any directors or
officers of the Company.
3
<PAGE>
MICHAEL D. BICK, Ph.D. was elected Chief Executive Officer and
Director of the Company in August 1991, Chairman of the Board in July 1993
and President in January 1996. In 1988, Dr. Bick founded the Company's
MeDiTech subsidiary, and was President and Chief Executive Officer thereof
from that time until it was acquired by the Company in January 1992. In
1978 he cofounded Pacific Hemostasis Laboratory, Inc. and was President
thereof from 1978 until 1984, at which time the company was sold to Curtin
Matheson Scientific. Dr. Bick received a Ph.D. in Molecular Biology from
the University of Southern California in 1971, after which he was a
Research Fellow at the Harvard Medical School from 1971 to 1974 and an
assistant member of the Roche Institute of Molecular Biology from 1974 to
1978.
ANDREW L. CERSKUS, Ph.D. has been a Director of the Company since
March 1990. Mr. Cerskus has served since January 1996 as the President of
MBI Fermentas Inc., an Ontario (Canada) corporation which develops and
markets enzymes and kits used in molecular biology (DNA) research
throughout Canada and the United States. From November 1989 until December
1995, Mr. Cerskus served as President and Chief Operating Officer of the
Company. He concurrently served as President and Chief Executive Officer
of Biopool Canada since he founded that subsidiary in 1983 until December
1995. After receiving a Ph.D. degree in 1980 from the University of
Western Ontario, Dr. Cerskus was engaged in coagulation research both as
Assistant Professor in the Department of Pathology of McMaster University
in Hamilton Canada and as Senior Scientist with the Canadian Red Cross.
LEWIS J. KAUFMAN was named as a Director of the Company in July 1993.
Since 1988, Mr. Kaufman has been President of L.J. Kaufman & Co., Inc., a
financial advisory firm in Los Angeles.
DOUGLAS L. AYER was named to the Company's Board of Directors in
December 1993. He is currently President and Managing Partner of
International Capital Partners of Stamford, CT. Mr. Ayer was previously
Chairman and Chief Executive Officer of Cametrics, a manufacturer of
precision metal components, and has held executive positions at Paine
Webber and McKinsey & Co., Inc. Mr. Ayer also serves as a director (and is
a member of the Compensation Committee) of Bio Dental Technologies Corp., a
publicly traded distributor of dental supplies.
JEFFREY C. HASS was appointed Corporate Secretary and Director of
Finance of the Company in June 1994. For the past 5 years, Mr. Hass has
been the partner in charge of audits at the accounting firm of Farber &
Hass, Certified Public Accountants, in Oxnard, California. Prior to that
Mr. Hass was with the accounting firm of Deloitte & Touche in Oxnard,
California, and from 1977 to 1986 was in the Emerging Business Group, with
additional responsibility for initial public offerings and related
Securities and Exchange Commission work, for Ernst and Young.
4
<PAGE>
KEITH R. GOULD became Executive Vice President Sales and Marketing on
April 1, 1996. Mr. Gould joined the Company in January 1994 as Vice
President Sales & Marketing. Prior to joining the Company from January
1984 until December 1993, Mr. Gould served as Vice President Sales &
Marketing for Medical Analysis Systems, Inc., a privately held
manufacturer of clinical chemistry reagents and control products, where he
was responsible for worldwide sales and marketing activities.
During the fiscal year ended December 31, 1995, the Board of Directors
met 4 times. Each director attended in excess of 75% of all meetings of
the Board of Directors held during the year.
The Board of Directors has not established an Audit Committee of the Board
of Directors. The Board of Directors directly oversees the work of the
Company's auditors with respect to financial and accounting matters. The
Board of Directors created a Compensation Committee on January 27, 1994,
which met 4 times during fiscal 1995. The function of the Compensation
Committee is to review and make recommendations with respect to
compensation of executive officers and key employees. Messrs. Ayer and
Kaufman are members of the Compensation Committee. The Company does not
have a standing Nominating Committee.
Each of Messrs. Bick, Kaufman and Ayer filed an Annual Statement of
Beneficial Ownership on Form 5 in April 1996 with respect to changes in
their respective beneficial ownership of the Company's securities which, in
each case, should have been reported on a Statement of Changes in
Beneficial Ownership on Form 4 during fiscal 1995.
5
<PAGE>
MANAGEMENT
EXECUTIVE COMPENSATION
The following tables set forth certain information as to the Company's
Chief Executive Officer and its Executive Vice President of Sales and
Marketing for the three year period ended December 31, 1995. No other
executive officer of the Company had compensation in excess of $100,000
during the period:
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Other
Annual
Compensa-
Name and Principal Position Year Salary Bonus tion(1) Options
___________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Michael D. Bick, Ph.D. 1995 $123,000 0 $7,700 37,000
Chief Executive Officer 1994 $91,100 0 $7,100 12,349
1993 $89,200 0 $7,200 32,465
Keith R. Gould
Executive Vice President 1995 $143,600 0 $11,800(2) 8,000
1994 $132,600 0 $10,300(2) 250,000
_____________________
<FN>
(1) Represents payment of a car allowance, payment by the Company of
premiums on a life insurance policy as to which the Company is not a
beneficiary, and contributions to the Company's 401(k) profit sharing
plan.
(2) Also includes $6,666.66 representing indebtedness of Mr. Gould to the
Company which was forgiven during the year.
</FN>
</TABLE>
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(Individual Grants)
<CAPTION>
Percent of
Total Options/
SARs Granted
Options to Employees Exercise or
Name Granted in Fiscal Year Base Price
___________________________________________________________________________
<S> <C> <C> <C>
Michael D. Bick, Ph.D. 37,000 10.7% $1.030
Keith R. Gould 8,000 2.3% $0.9375
6
<PAGE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rate of Stock
Appreciation for Option Term(1)
Expiration
Name Date 5% 10%
___________________________________________________________________________
<S> <C> <C> <C>
Michael D. Bick, Ph.D. 2/02/2005 $18,425 $57,868
Keith R. Gould 2/02/2005 $9,742 $11,950
____________________
<FN>
(1) The potential realizable value is based on the term of the option at
the time of grant which is ten years for the options set forth in the
table. An assumed stock price appreciation of 5% and 10% is used
pursuant to rules promulgated by the Securities and Exchange
Commission (the "Commission"). The potential realizable value is
calculated by assuming that the stock price on the date of grant
appreciates at the indicated rate, compounded annually, for the entire
term of the option and that the option is exercised and sold on the
last day of its term at this appreciated stock price. The potential
realizable value is not intended to forecast the future appreciation
of the Common Stock.
</FN>
</TABLE>
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
<CAPTION>
Value of
Number of Unexercised
Unexercisable in-the-Money
Options at Options at
Fiscal Fiscal
Shares Year-End Year-End
Acquired
on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable
___________________________________________________________________________
<S> <C> <C> <C> <C>
Michael D. Bick, Ph.D. 0 0 44,814/37,000 $0/19,610(1)
Keith R. Gould 13,953 $37,500 25,000/208,000 $9,313/79,480(2)
____________________
<FN>
(1) Determined as to 37,000 shares as the difference between the closing
bid price of the Common Stock on the NASDAQ System on December 29,
1995 ($1.56/share) and the exercise price of the options covering such
7
<PAGE>
shares ($1.030/share). None of the remaining 44,814 reported options
were in-the-money at the end of the fiscal year as a result of the
closing bid price of the Common Stock as reported on the NASDAQ System
on December 29, 1995 ($1.56/share) being less than the exercise price
of the options ($2.75/share as to 32,465 shares and $1.5813/share as
to 12,349 shares).
(2) Determined as to 25,000 shares as the difference between the closing
bid price of the Common Stock on the NASDAQ System on December 29,
1995 ($1.56/share) and the exercise price of the options as to such
shares ($1.1875/share), and as to 208,000 shares as the difference
between such closing bid price and the exercise price as to the
options covering such shares (8000 shares, $0.9375/share; 200,000
shares, $1.1875/share).
</FN>
</TABLE>
PRIOR PERFORMANCE OF COMPANY COMMON SHARES
The following chart presents for the period commencing on December 31,
1990 and ending on December 31, 1995, the yearly percentage change in the
Company's cumulative total return on its Common Stock with the cumulative
total return for the same period, assuming reinvestment of dividends, of
the NASDAQ Stock Market Index (US) (January 1, 1991 = $100) and the NASDAQ
non-financial index (January 1, 1991 = $100). "Cumulative total return" of
the Company's Common Stock is measured by dividing (i) the difference
between the Company's share price at the end and beginning of the
measurement period, with share prices adjusted for stock splits and stock
dividends effected during the period.
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
Amont Biopool International, Inc., the NASDAQ Stock Market-US Index and the
NASDAQ Non-Financial Index
<CAPTION>
Cumulative Total Return
___________________________________________________________________________
12/90 12/91 12/92 12/93 12/94 12/95
___________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Biopool International 100 215 431 292 254 385
NASDAQ Stock Market-US 100 161 187 215 210 296
NASDAQ Non-Financial 100 161 176 203 195 268
* $100 invested on 12/31/90 in stock or index - including reinvestment of
dividends. Fiscal year ending December 31.
</TABLE>
8
<PAGE>
REPORT OF COMPENSATION COMMITTEE
The Compensation Committee was formed on January 27, 1994. The Report
of the Compensation Committee, which discusses certain matters relating to
the compensation of the executive officers of the Company, is attached to
this Proxy Statement as Appendix A.
COMPENSATION OF DIRECTORS
Non-employee directors receive $3,000 per calendar year, plus $500 for
each Board of Directors meeting attended. The Company pays all out-of-
pocket fees of attendance. In addition, directors who are not members of
the Compensation Committee are eligible to receive grants of Rights under
the 1993 Plan, at the discretion of the Compensation Committee.
STOCK INCENTIVE PLANS
The Company has a 1987 Stock Option Plan (the "1987 Plan") and a 1993
Stock Incentive Plan (the "1993 Plan"), each of which was adopted by the
Company's Board of Directors and stockholders (collectively, the "Plans").
The Plans are designed to encourage stock ownership by directors, officers,
employees and consultants of the Company and its subsidiaries, and to
promote the long-term interests of the Company and its stockholders by
providing these eligible persons with an additional incentive to promote
the financial success of the Company and its subsidiaries. The Plans
provide for the issuance of options and stock purchase rights (together,
"Rights") to employees, officers and, under certain circumstances,
directors of the Company. Options granted under the Plans may be either
ISOs or NQSOs. The Plans impose no limit on the number of officers and
other key employees to whom awards may be made. At April 26, 1996,
approximately [50] persons were eligible to receive Rights under the Plans.
An aggregate of 1,650,000 shares of the Company's Common Stock are reserved
for issuance under the 1993 Plan. Shares are no longer issuable under the
1987 Plan. The following table provides information relative to the Plans
as of April 26, 1996:
<TABLE>
<CAPTION>
Number of Number of
Shares Option Price Shares Option Price
___________________________________________________________________________
<S> <C> <C> <C> <C>
Outstanding 804,577 $0.94 to $1.58 181,745 $1.38 to $2.75
Exercised 41,985 $1.19 to $1.44 94,788 $0.19 to $1.38
Exercisable 413,420 $0.94 to $1.58 181,745 $1.38 to $2.75
Available for 803,438 0
Future Grants
</TABLE>
9
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth as of April 15, 1996, certain
information regarding the ownership of the Company's Common Stock by (i)
each person known by the Company to be the beneficial owner of more than 5%
of the outstanding shares of Common Stock, (ii) each of the Company's
directors and (iii) all of the Company's executive officers and directors
as a group. Except as may be indicated in the footnotes to the table and
subject to applicable community property laws, each of such persons has the
sole voting and investment power with respect to the shares owned.
Beneficial ownership has been determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934, as amended. Under this Rule,
certain shares may be deemed to be beneficially owned by more than one
person (such as where persons share voting power or investment power). In
addition, shares are deemed to be beneficially owned by a person if the
person has the right to acquire the shares (for example, upon exercise of
an option) within 60 days of the date as of which the information is
provided; in computing the percentage ownership of any person, the amount
of shares outstanding is deemed to include the amount of shares benefi-
cially owned by such person (and only such person) by reason of these
acquisition rights. As a result, the percentage of outstanding shares of
any person as shown in the following table does not necessarily reflect the
person's actual voting power at any particular date. Unless otherwise
indicated, the address of each person shown is c/o the Company, 6025
Nicolle Street, Ventura, California 93003.
<TABLE>
<CAPTION>
Number of Shares
Beneficially Owned Percent of Class
___________________________________________________________________________
<S> <C> <C>
Michael D. Bick, Ph.D.(1) 1,094,814 13.7%
Andrew L. Cerskus, Ph.D.(2) 628,352 7.9%
Lewis J. Kaufman(3) 83,317 1.0%
Douglas L. Ayer(4) 73,317 *
Zesiger Capital Group LLC(5)
320 Park Avenue
New York, New York 10022 1,068,000 13.4%
All Executive Officers and 1,971,300 24.7%
Directors as a group (6
persons)(6)
________________________
* Less than 1%
<FN>
(1) Includes 81,814 shares of Common Stock underlying options that are
presently exercisable.
10
<PAGE>
(2) Includes 496,571 shares of Common Stock held by the Cerskus
Investments Corporation, an investment company owned jointly by Dr.
Cerskus and his wife, 80,561 shares of Common Stock held in various
trusts for the benefit of Dr. Cerskus' minor children, as to which Dr.
Cerskus and his wife act as trustee, and 51,220 shares of Common Stock
subject to currently exercisable options. Dr. Cerskus' address is c/o
MBI Fermentas Inc., 7 Innovation Drive, Flamborough, ON, Canada, L9H
7H9.
(3) Includes 53,317 shares of Common Stock subject to a currently
exercisable warrant and 30,000 shares of Common Stock subject to
currently exercisable options.
(4) Includes 58,317 shares of Common Stock subject to a currently
exercisable warrant held by ICP, Inc. and 15,000 shares of Common
Stock subject to a currently exercisable option held by ICP, Inc., of
which Mr. Ayer is a stockholder.
(5) Based solely on information provided to the Company by Zesiger Capital
Group LLC pursuant to Schedule 13G of the Securities and Exchange
Commission received by the Company on December 6, 1995.
(6) Includes 269,534 shares of Common Stock subject to currently
exercisable options and 111,634 shares of Common Stock subject to
currently exercisable warrants.
</FN>
</TABLE>
11
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In June 1993, the Company issued 1,166,334 shares of Common Stock for
a total price of $2,186,876 to BEA Associates, as nominee for International
Capital Partners, Inc. ("ICP"), a Stamford, Connecticut-based investment
company that specializes in providing capital and advisory services to
small growth companies. In connection with the private placement, the
Company issued a five year Common Stock Purchase Warrant for 58,317 shares
of Common Stock to ICP exercisable at $3.50 per share. The Company also
issued to Van Kasper & Co., Inc. ("Van Kasper"), a five year Common Stock
Purchase Warrant for 116,634 shares of Common Stock, exercisable at $1.875
per share, and paid a fee to Van Kasper for services rendered in connection
with the private placement in the amount of $87,475. Douglas L. Ayer, a
Director of the Company, is currently a Managing Partner of International
Capital Partners. Van Kasper subsequently paid to Lewis J. Kaufman, a
Director of the Company, one-half of the fee paid to Van Kasper by the
Company, and assigned the right to purchase 58,317 shares of Common Stock
of the Company which were subject to the warrant issued to Van Kasper, in
consideration of services rendered by Mr. Kaufman in the transaction.
AUDITORS
Ernst & Young, independent certified public accountants, were selected
by the Board of Directors to serve as independent auditors of the Company
for the fiscal year ended December 31, 1995, and have been selected upon
recommendation of the Board of Directors to serve as independent auditors
for the fiscal year ending December 31, 1996. Representatives of Ernst &
Young are expected to be present at the Annual Meeting, will have an
opportunity to make a statement if they desire to do so and will respond to
appropriate questions from shareholders.
PROPOSALS OF STOCKHOLDERS
A proper proposal submitted by a shareholder for presentation at the
Company's 1997 Annual Meeting and received at the Company's executive
offices no later than December 31, 1996, will be included in the Company's
proxy statement and form of proxy relating to the 1997 Annual Meeting.
OTHER MATTERS
The Board of Directors is not aware of any matter to be acted upon at
the Annual Meeting other than described in this Proxy Statement. Unless
otherwise directed, all shares represented by the persons named in the
accompanying proxy will be voted in favor of the proposals described in
this Proxy Statement. If any other matter properly comes before the
meeting, however, the proxy holders will vote thereon in accordance with
their best judgment.
12
<PAGE>
EXPENSES
The entire cost of soliciting proxies will be borne by the Company.
Solicitation may be made by mail, telephone, telegraph and personal contact
by officers and other employees of the Company, who will not receive
additional compensation for such services. The Company will request
brokerage houses, nominees, custodians, fiduciaries and other like parties
to forward soliciting material to the beneficial owners of the Company's
Common Stock held of record by them and will reimburse such persons for
their reasonable charges and expenses in connection therewith.
ANNUAL REPORT TO STOCKHOLDERS
The Company's Annual Report for the fiscal year ended December 31,
1995 is being mailed to stockholders along with this Proxy Statement. The
Annual Report is not to be considered part of the soliciting material.
REPORT ON FORM 10-K
THE COMPANY UNDERTAKES, UPON WRITTEN REQUEST, TO PROVIDE, WITHOUT
CHARGE, EACH PERSON FROM WHOM THE ACCOMPANYING PROXY IS SOLICITED WITH A
COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1995, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, BUT EXCLUDING
EXHIBITS THERETO. REQUESTS SHOULD BE ADDRESSED TO BIOPOOL INTERNATIONAL,
INC., 6025 NICOLLE STREET, VENTURA, CALIFORNIA 93003, ATTENTION: CHIEF
EXECUTIVE OFFICER.
13
<PAGE>
APPENDIX A
REPORT OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
The following report of the Board of Directors shall not be deemed to
be incorporated by reference into any previous filing by the Company under
either the Securities Act of 1933 ("Securities Act") or the Securities
Exchange Act of 1934 ("Exchange Act") that incorporates future Securities
Act or Exchange Act filings in whole or in part by reference.
To the Board of Directors:
General
The Compensation Committee of the Board of Directors (the "Committee")
is currently responsible for establishing and administering the policies
that govern executive compensation and benefit practices. The Committee
evaluates the performance of the executive officers and determines their
compensation levels, in terms of salary, annual bonus and related benefits,
all subject to approval of the Board of Directors. The Committee was
established on January 27, 1994, and has continued executive compensation
policies which are consistent with those established prior to fiscal 1994
by the Board of Directors.
Compensation Philosophy
The Company's executive compensation programs are designed to: (i)
provide levels of compensation that integrate pay and incentive plans with
the Company's strategic goals, so as to align the interests of executive
management with the long-term interests of the stockholders; (ii) motivate
Company executives to achieve the strategic business goals of the Company
and to recognize their individual contributions in achieving such goals;
and (iii) to provide compensation opportunities which are competitive to
those offered by other corporations similar in size and performance.
The Company attempts, in its compensation policy, to link the
components of executive compensation to individual and Company performance.
Cash compensation has not been materially increased for several years, and
options have not traditionally been granted to executive officers in years
in which the Company's performance has been below expectations. With
regard to the Company's performance, considerations used in determining
appropriate levels of compensation for executive officers included: revenue
growth and profitability, both actual and as they related to pre-
established objectives; new product development; strategic initiatives; and
other factors which the Compensation Committee believes affect stockholder
value. Revenue increased 21% in fiscal 1995 over fiscal 1994, and 28% in
fiscal 1994 over 1993. The Company's revenue growth resulted from the
introduction of new products, improved marketing strategies and management
emphasis on marketing the Company's products under private label
arrangements with larger companies. Although net income decreased 80% from
$705,331 in 1994 to $140,817 in 1995, the Compensation Committee views this
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<PAGE>
decrease as primarily attributable to non-recurring expenses related to the
MAS litigation, and was not demonstrative of a lack of effectiveness of the
Company's compensation policies.
Base Salary
In determining base salaries for executives for 1995, the Compensation
Committee considered the Company's earnings, growth in revenues, spread,
individual performance and achievement, areas of responsibility, position,
tenure and internal comparability. The Compensation Committee generally
considered the Company's executives to have been underpaid in prior
periods.
Stock Option Grants
As indicated above, an important element of the Company's compensation
philosophy is the desire to align the interests of the executive officers
with the long-term interests of the Company's stockholders. In order to
meet this desire, in 1987 and 1993, the Board of Directors adopted stock
option plans pursuant to which stock options have been granted to
directors, officers and employees of the Company (including directors who
are also officers). The purpose of these plans is to attract, retain and
award executive officers and directors and to furnish incentives to these
persons to improve operations, increase profits and positively impact the
Company's long-term performance. Consistent with these objectives, the
Board of Directors approved in fiscal 1995 the granting of options to
executive officers under the 1993 Stock Option Plan to purchase an
aggregate of 53,500 shares of Common Stock at a weighted average exercise
price of $1.00 per share. Each of the options granted were ten year
options which vest over a one year term and were granted at exercise prices
equal to the fair market value of the Company's Common Stock on the date of
grant (except that options granted to holders of more than 10% of the
Company's Common Stock were granted at exercise prices equal to 110% of the
fair market value of the Company's Common Stock on the date of grant).
The Compensation Committee:
Lewis J. Kaufman
Douglas L. Ayer
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<PAGE>
BIOPOOL INTERNATIONAL, INC.
Proxy for Annual Meeting of Shareholders
The undersigned, a Shareholder of BIOPOOL INTERNATIONAL, INC., a
Delaware corporation (the "Company"), hereby appoints Michael D. Bick and
Jeffrey C. Hass, and each of them, the proxies of the undersigned, each
with full power of substitution, to attend, vote and act for the
undersigned at the Annual Meeting of Shareholders of the Company, to be
held on June 6, 1996, and any adjournments thereof, and in connection
therewith, to vote and represent all of the shares of the Company which the
undersigned would be entitled to vote, as follows:
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
BIOPOOL INTERNATIONAL, INC.
<PAGE>
/X/ PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE
The Board of Directors recommends a vote FOR the election of each of the
nominees named in the following Proposal.
1. ELECTION OF DIRECTORS, as provided in the Company's Proxy Statement:
Authority to vote for the nominees listed below: Michael D. Bick,
Ph.D. Andrew L. Cerskus, Ph.D. Lewis J. Kaufman Douglas L. Ayer
/ / FOR / / WITHHELD
For, except vote withheld from the following nominee(s):
______________________________________________________________________
The undersigned hereby revokes any other proxy to vote at such Meeting, and
hereby ratifies and confirms all that said attorneys and proxies, and each
of them, may lawfully do by virtue hereof. With respect to matters not
known at the time of the solicitation hereof, said proxies are authorized
to vote in accordance with their best judgment.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH
ABOVE OR, TO THE EXTENT NO CONTRARY DIRECTION IS INDICATED, WILL BE TREATED
AS A GRANT OF AUTHORITY TO VOTE FOR THE ELECTION OF THE DIRECTORS NAMED,
AND AS SAID PROXY SHALL DEEM ADVISABLE ON SUCH OTHER BUSINESS AS MAY COME
BEFORE THE MEETING, UNLESS OTHERWISE DIRECTED.
/ / Please indicate by checking this box if you anticipate attending the
Annual Meeting.
The undersigned acknowledges receipt of a copy of the Notice of Annual
Meeting and accompanying Proxy Statement dated April 26, 1996, relating to
the Meeting.
___________________________________________________________________________
Signature(s) of Shareholder(s) (See instruction Below)
Dated__________, 1996
The signature(s) hereon should correspond exactly with the name(s) of the
Shareholder(s) appearing on the Share Certificate. If stock is jointly
held, all joint owners should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If
signer is a corporation, please sign the full corporation name, and give
title of signing officer.
