<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)
<PAGE>
BIOPOOL INTERNATIONAL, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 29, 1997
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, May 29,
1997, at 2:30 p.m. Pacific time, to consider and act upon the following
matters:
1. The election of directors; and
2. The approval of an amendment to the Company's Certificate of
Incorporation which would create and authorize for issuance a new
class of up to 10,000,000 shares of Preferred Stock, par value $0.001
per share, in such amounts and in one or more classes or series and
with such rights, preferences, privileges and restrictions for each
class or series as the Board of Directors of the Company may from time
to time determine; and
3. Such other business as may properly come before the Meeting or any
adjournments thereof.
Only holders of record of Common Stock of the Company at the close of
business on March 31, 1997 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
/s/ Michael D. Bick, Ph.D.
--------------------------
Michael D. Bick, Ph.D.
Chief Executive Officer
6025 Nicolle Street
Ventura, California 93003
(805) 654-0643
April 25, 1997
<PAGE>
BIOPOOL INTERNATIONAL, INC.
_________________
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 29, 1997
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, May 29, 1997, 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 March 31, 1997 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 8,579,269 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 251
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 28, 1997.
PROPOSAL NO. 1
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 1997 Annual Meeting, each director
will be elected for a term expiring at the 1998 annual meeting. The Board
of Directors proposes the nominees named below.
<PAGE>
Unless marked otherwise, proxies received will be voted FOR the
election of the 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.
Douglas L. Ayer
N. Price Paschall
INFORMATION WITH RESPECT TO EACH DIRECTOR, NOMINEE AND CERTAIN OFFICERS.
<TABLE>
The following table sets forth certain information with respect to
each director, nominee and other officers of the Company as of April 25,
1997.
<CAPTION>
DIRECTOR/
OFFICER
NAME AGE POSITION SINCE
<S> <C> <C> <C>
Michael D. Bick, Ph.D. 52 President, Chief Execu- 1991
tive Officer, Director
Andrew L. Cerskus, Ph.D. 44 Director 1990
Lewis J. Kaufman 63 Director 1993
Douglas L. Ayer 59 Director 1993
N. Price Paschall 48 Director Nominee --
OTHER OFFICERS:
Robert K. Foote 52 Chief Financial Officer, 1996
Corporate Secretary
Keith R. Gould 62 Executive Vice President 1996
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.
MICHAEL D. BICK, PH.D. was elected Chief Executive Officer 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. Dr. Bick received a Ph.D. in Molecular
Biology from the University of Southern California in 1971.
<PAGE>
ANDREW L. CERSKUS, PH.D. 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. Dr. Cerskus received a Ph.D. degree in 1980 from the
University of Western Ontario.
LEWIS J. KAUFMAN has been President of L.J. Kaufman & Co., Inc., a
financial advisory firm in Los Angeles, since 1988.
DOUGLAS L. AYER 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.
N. PRICE PASCHALL is the founder and Managing Partner of HealthCare
Capital Advisors since 1993. HealthCare Capital Advisors provides merger
and acquisition advise to middle market companies, focusing on the medical
service industry. Mr. Paschall has been active in providing corporate
finance advice for 15 years. Prior to HealthCare Capital, Mr. Paschall was
a Vice Chairman and founder of Shea, Paschall and Powell-Hambros Bank (SPP
Hambros & Co.), a firm specializing in mergers and acquisitions serving
clients worldwide. Mr. Paschall is also a director of Advanced Materials
Group Inc. (NASDAQ - ADMG). He holds a degree in Business Administration
from California Polytechnic University in Pomona.
ROBERT K. FOOTE, CPA, joined the Company as Chief Financial Officer on
November 1, 1996. He was appointed Corporate Secretary on January 14,
1997. Prior to joining the Company, he was the CFO and Corporate Secretary
of H&H Oil Tool Co., Inc. traded on the NASDAQ National Market System. Mr.
Foote received a B.S. degree in accounting and business administration from
Brigham Young University in 1974.
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, 1996, 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.
<PAGE>
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 has a Compensation Committee, which met 4 times
during fiscal 1996. 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 were members of the
Compensation Committee. The Company does not have a standing Nominating
Committee.
Each of Messrs. Foote, Cerskus and Ayer filed an Annual Statement of
Beneficial Ownership on Form 5 in February 1997 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 1996.
PROPOSAL NO. 2
AMENDMENT OF CERTIFICATE OF INCORPORATION AUTHORIZING
PREFERRED STOCK
REASONS FOR AND POSSIBLE EFFECTS OF PROPOSAL NO. 2
The Board of Directors recommends that the Company's Certificate of
Incorporation authorize the issuance of up to 10,000,000 shares of
Preferred Stock, par value $0.001 per share (the "Preferred Stock"). The
proposed amendment is intended to provide the Company with desired
flexibility in connection with possible acquisitions and other corporate
purposes, in meeting its future needs for raising capital. The Board of
Directors believes that the complexity of modern business financing and
acquisition transactions requires greater flexibility in the Company's
capital structure than now exists under the Company's charter documents,
and will be critical to the success of the Company's growth and expansion
plans in the future. The Preferred Stock would be available for issuance
from time to time as determined by the Board of Directors of the Company
for any proper corporate purpose. Such purposes might include, for
example, issuance in public or private sales for cash as a means of
obtaining additional capital for use in the Company's business and
operations, and issuance as part or all of the consideration required to be
paid by the Company for acquisitions of other businesses or properties.
The Company's recent acquisition of the Blood Group Serology Division of
Organon Teknika Corporation demonstrates the Company's ability to expand
its operations by acquisition. The proposed change to the Certificate of
Incorporation will give the Company greater latitude to complete similar
acquisitions in the future.
If approved, the Board of Directors would have the authority to issue
the authorized and unissued Preferred Stock in one or more series with such
designations, rights and preferences as may be determined from time to time
by the Board of Directors. Accordingly, the Board of Directors would be
empowered, without further stockholder approval, to issue Preferred Stock
<PAGE>
with dividend, liquidation, conversion, voting or other rights which could
adversely affect the voting power or other rights of the holders of the
Company's Common Stock. It is not possible to state the precise effect
that the authorization of the Preferred Stock would have upon the rights of
holders of the Company's Common Stock until the Board of Directors of the
Company determined the respective rights, preferences, privileges and
restrictions of the holders of one or more classes or series of the
Preferred Stock. However, such effect might include: (a) reduction of the
amount otherwise available for payment of dividends on the Common Stock, to
the extent dividends are payable on any issued shares of Preferred Stock,
and restrictions on dividends on the Common Stock if dividends on the
Preferred Stock are in arrears; (b) dilution of the voting power of the
Common Stock to the extent that the Preferred Stock has voting rights; and
(c) the holders of Common Stock not being entitled to share in the Parent's
assets upon liquidation until satisfaction of any liquidation preference
granted to the Preferred Stock. This provision and the issuance of
Preferred Stock in accordance with such provision, while providing
flexibility in connection with possible acquisitions and other corporate
purposes, could be deemed to have a potential anti-takeover effect and the
issuance of Preferred Stock in accordance with such provision may delay,
prevent or discourage an acquisition or change of control of the Company.
EFFECT OF FAILURE TO APPROVE PROPOSAL NO. 2
If the Stockholders fail to approve Proposal No. 2, the current
provisions of the Company's Certificate of Incorporation will remain in
place and the Company will be unable to issue Preferred Stock in order to
raise capital for proposed expansion.
VOTE REQUIRED TO APPROVE PROPOSAL NO. 2
The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock entitled to vote is required to authorize the
proposed designation of the Preferred Stock. If the amendment is
authorized, the text of Article Fourth of the Company's Certificate of
Incorporation will be amended as follows:
FOURTH: (a) The authorized capital stock of the Corporation shall
consist of 50,000,000 shares of which 40,000,000 shares shall be designated
Common Stock, par value $0.01 per share (the "Common Stock"), and
10,000,000 shares shall be designated Preferred Stock, par value $0.001 per
share (the "Preferred Stock").
(b) Shares of Preferred Stock may be issued from time to time in one
or more classes or series, each of which class or series shall have such
distinctive designation or title as shall be fixed by the Board of
Directors of the Corporation (the "Board of Directors") prior to the
issuance of any shares thereof. Each such class or series of Preferred
Stock shall have such voting powers, full or limited, or no voting powers,
and such preferences and relative, participating, optional or other special
rights and such qualifications, limitations or restrictions thereof, as
shall be stated in such resolution or resolutions providing for the issue
of such class or series of Preferred Stock as may be adopted from time to
time by the Board of Directors prior to the issuance of any shares thereof
pursuant to the authority hereby expressly vested in it, all in accordance
with the laws of the State of Delaware.
<PAGE>
RECOMMENDATION OF THE BOARD
The Board of Directors unanimously approved the adoption of Proposal
No. 2. The Board of Directors unanimously recommends a vote FOR Proposal
No. 2.
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. No other executive officer of the Company had compensation in
excess of $100,000 during the period:
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation
_______________________________________
Name and Principal Position Year Salary Bonus Other(1) Options
______________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Michael D. Bick, Ph.D. 1996 $123,800 $30,000 $14,900 22,000
Chief Executive Officer 1995 123,000 -- 7,700 37,000
1994 91,100 -- 7,100 12,349
Keith R. Gould 1996 147,500 -- 17,400(2)
Executive Vice President 1995 143,600 -- 11,800(2) 8,000
Sales and Marketing 1994 132,600 -- 10,300(2) 250,000
</TABLE>
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Percent of Total
Options Granted
Options to Employees Exercise Expiration
Name Granted(3) in Fiscal Year Price Date
______________________________________________________________________________
<S> <C> <C> <C> <C>
Michael D. Bick, Ph.D. 22,000 3.7% $1.58 2/12/2001
Keith R. Gould 8,000 1.3 1.44 2/12/2006
</TABLE>
<PAGE>
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
<CAPTION>
Value of
Number of Unexercised
Unexercised in-the-Money
Options at Options at
Shares Year-End Year-End(4)
Acquired ------------- -------------
on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable
_______________________________________________________________________________
<S> <S> <S> <C> <C>
Michael D. Bick, Ph.D. -- -- 81,814/22,000 $118,978/36,718
Keith R. Gould -- -- 144,047/96,953 $299,096/197,965
________________________
<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.
(3) Grants are exercisable at the rate of 25% per year beginning one year
from the date of grant.
(4) Determined as the difference between the closing trade price on
December 31, 1996 ($3.25/share) and the aggregate price of the options
covering such shares.
</FN>
</TABLE>
PRIOR PERFORMANCE OF COMPANY COMMON SHARES
The following chart presents, for the period commencing December
31,1991 and ending on December 31, 1996, 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, 1992 = $100)
and the NASDAQ non-financial index (January 1, 1992 = $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.
<PAGE>
<TABLE>
<CAPTION>
Cumulative Total Return
___________________________________________________________________________
12/91 12/92 12/93 12/94 12/95 12/96
___________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Biopool International 100 200 136 118 179 371
NASDAQ Stock Market-US 100 116 134 131 185 227
NASDAQ Non-Financial 100 109 126 121 169 206
</TABLE>
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, non-employee directors receive
non-qualified stock options to purchase the Company's Common Stock under
the 1993 Incentive Stock Option Plan.
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
<TABLE>
The following table sets forth as of April 25, 1997, 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, (iii) each named executive and (iv) all of the Company's
executive officers and directors as a group. Unless otherwise indicated,
the address of each person shown is c/o the Company, 6025 Nicolle Street,
Ventura, California 93003. References to options to purchase Common Stock
are either currently exercisable or will be exercisable within 60 days of
April 25, 1997.
<CAPTION>
Number of Shares
Beneficially Owned Percent of Class
___________________________________________________________________________
<S> <C> <C>
Zesiger Capital Group LLC 1,508,800(1) 17.6%
Michael D. Bick, Ph.D. 1,101,688(2) 12.8
Andrew L. Cerskus, Ph.D. 530,790(3) 6.2
Douglas L. Ayer 162,883(4) 1.9
Keith R. Gould 146,546(5) 1.7
Lewis J. Kaufman 52,724(6) *
All executive officers and 1,994,631(7) 23.2
directors as a group
(6 persons)
________________________
* Less than 1%
<FN>
(1) Based solely on information provided to the Company by Zesiger Capital
Group LLC, 320 Park Avenue, New York, NY 10022, pursuant to SEC
Schedule 13G.
(2) Includes 88,688 shares of Common Stock subject to options.
(3) Includes 466,071 shares of Common Stock held by the Cerskus
Investments Corporation, an investment company owned jointly by Dr.
Cerskus and his wife, and 71,219 shares of Common Stock subject to
options. Dr. Cerskus' address is c/o MBI Fermentas Inc., 7 Innovation
Drive, Flamborough, ON, Canada, L9H 7H9.
(4) Includes 111,634 shares of Common Stock subject to a currently
exercisable warrant held by ICP, Inc. and 51,249 shares of Common
Stock subject to options held by ICP, Inc., of which Mr. Ayer is a
stockholder.
(5) Represents shares of Common Stock subject to options.
(6) Includes 43,749 shares of Common Stock subject to options.
(7) Includes 401,451 shares of Common Stock subject to options and 111,634
shares of Common Stock subject to currently exercisable warrants.
</FN>
</TABLE>
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On December 12, 1997, the Company entered into an agreement with
certain private investors to purchase 500,000 shares of the Company's
Common Stock for $2.1875 per share. International Capital Partners, Inc.,
of which Mr. Ayer, a director of the Company, is a shareholder, earned a
finder's fee of $54,687.
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, 1996, and have been selected upon
recommendation of the Board of Directors to serve as independent auditors
for the fiscal year ending December 31, 1997. 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 1998 Annual Meeting and received at the Company's executive
offices no later than December 31, 1997, will be included in the Company's
proxy statement and form of proxy relating to the 1998 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.
ANNUAL REPORT TO STOCKHOLDERS
The Company's Annual Report for the fiscal year ended December 31,
1996 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-KSB
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-KSB for the year ended
December 31, 1996, 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.
<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
Robert K. Foote, 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 May 29, 1997, 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 following Proposals.
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. Douglas L. Ayer N. Price Paschall
/ / FOR / / WITHHELD
For, except vote withheld from the following nominee(s):
______________________________________________________________________
2. AMENDMENT OF CERTIFICATE OF INCORPORATION AUTHORIZING PREFERRED STOCK,
as provided in the Company's Proxy Statement.
/ / FOR / / WITHHELD
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 25, 1997, relating to
the Meeting.
___________________________________________________________________________
Signature(s) of Shareholder(s) (See Instructions Below)
Dated__________, 1997
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.
