<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 June 3, 1998
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 Residence Inn By
Marriott, 2101 W. Vineyard Avenue, Oxnard, California 93030, on Wednesday,
June 3, 1998, 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 thereof.
Only holders of record of Common Stock of the Company at the close of
business on April 13, 1998, 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 20, 1998
<PAGE>
BIOPOOL INTERNATIONAL, INC.
_________________
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 3, 1998
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 Residence Inn By Marriott, 2101 W. Vineyard
Avenue, Oxnard, California 93030, on Wednesday, June 3, 1998, 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 13, 1998, 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 8,672,884 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 221
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 24, 1998.
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 1998 Annual Meeting, each director
will be elected for a term expiring at the 1999 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.
Douglas L. Ayer
N. Price Paschall
James H. Chamberlain
INFORMATION WITH RESPECT TO EACH DIRECTOR, NOMINEE AND CERTAIN OFFICERS.
The following table sets forth certain information with respect to
each director, nominee and other officers of the Company as of April 20,
1998.
<TABLE>
<CAPTION>
DIRECTOR/
OFFICER
NAME AGE POSITION SINCE
<S> <C> <C> <C>
Michael D. Bick, Ph.D. 53 President, Chief Execu- 1991
tive Officer, Director
Andrew L. Cerskus, Ph.D. 45 Director 1990
Douglas L. Ayer 60 Director 1993
N. Price Paschall 49 Director 1997
James H. Chamberlain 50 Director Nominee --
OTHER OFFICERS:
Robert K. Foote 53 Chief Financial Officer, 1996
Corporate Secretary
Keith R. Gould 63 Executive Vice President 1996
Sales and Marketing
Timothy R. Kennedy 53 Chief Operating Officer 1998
</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.
<PAGE>
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 former subsidiary, MeDiTech, 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.
ANDREW L. CERSKUS, PH.D. is 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, Dr. Cerskus served as
President and Chief Operating Officer of the Company. He concurrently
served as President 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. Dr. Cerskus will not stand for re-
election this year.
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 of
Coffee People, a coffee retailer.
N. PRICE PASCHALL is the founder and Managing Partner of HealthCare
Capital Advisors since 1993. HealthCare Capital Advisors provides merger
and acquisition advice to middle market companies, focusing on the medical
service industry. 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. Mr. Paschall
holds a degree in Business Administration from California Polytechnic
University in Pomona.
JAMES H. CHAMBERLAIN is the founder of Biosource International, Inc.,
a California-based, Nasdaq-listed company dedicated to the research,
development, manufacturing, and marketing of biomedical products to the
diagnostic and research markets. Mr. Chamberlain is a director of
Biosource and currently serves as its Chairman, President, and Chief
Executive Officer. Prior to Biosource, Mr. Chamberlain was the Manager of
Business Development for Amgen, Inc. Mr. Chamberlain received a B.S.
degree in biology and chemistry from West Virginia University in 1969 and
completed an MBA Executive Program at Pepperdine University in 1981.
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 and Marketing. Prior to joining the Company from January
1984 until December 1993, Mr. Gould served as Vice President Sales and
Marketing for a medical device company, where he was responsible for
worldwide sales and marketing activities.
<PAGE>
TIMOTHY R. KENNEDY joined the Company as Vice President - General
Manager of the Ventura facilities on May 9, 1996. He was appointed Chief
Operating Officer of the Company effective March 31, 1998. Prior to
joining the Company, he held various senior management positions with other
companies in the business of manufacturing medical test kits and related
devices. Mr. Kennedy received a B.S. degree in business administration
from the University of Nebraska in 1968.
During the fiscal year ended December 31, 1997, the Board of Directors
met 8 times. Each director attended in excess of 75% of all meetings of
the Board of Directors held during the year.
The Board of Directors established an Audit Committee of the Board of
Directors on December 5, 1997. This committee oversees the work of the
Company's auditors with respect to financial and accounting matters.
Messrs. Ayer and Paschall are members of the Audit Committee, which did not
officially meet in 1997. The Board of Directors has a Compensation
Committee, which met 3 times during fiscal 1997. The function of the
Compensation Committee is to review and make recommendations with respect
to compensation of executive officers and key employees. Messrs. Ayer,
Paschall, and Cerskus were members of the Compensation Committee.
EXECUTIVE COMPENSATION
The following tables set forth certain information as to the Company's
Chief Executive Officer, Executive Vice President Sales and Marketing, and
Chief Financial Officer. 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. 1997 $135,700 $25,000 $10,000 35,000
Chief Executive Officer 1996 123,800 30,000 14,900 22,000
1995 123,000 -- 7,700 37,000
Keith R. Gould 1997 147,900 5,000 6,100 --
Executive Vice President 1996 147,500 -- 17,400(2) 8,000
Sales and Marketing 1995 143,600 -- 11,800(2) 8,000
Robert K. Foote 1997 85,000 15,000 5,300 --
Chief Financial Officer 1996(3) 10,100 -- 600 200,000
</TABLE>
<PAGE>
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Percent of Total
Options Granted
Options to Employees Exercise Expiration
Name Granted(4) in Fiscal Year Price Date
___________________________________________________________________________
<S> <C> <C> <C> <C>
Michael D. Bick, Ph.D. 35,000 14.4% $2.68 4/1/2002
</TABLE>
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<CAPTION>
Value of
Number of Unexercised
Unexercised in-the-Money
Options at Options at
Shares Year-End Year-End(5)
Acquired ------------- -------------
on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable
___________________________________________________________________________
<S> <C> <C> <C> <C>
Michael D. Bick, Ph.D. -- -- 91,897/46,917 $54,795/6,900
Keith R. Gould -- -- 197,713/43,287 $193,359/41,013
Robert K. Foote -- -- 43,333/156,667 $0/0
</TABLE>
________________________
(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) Mr. Foote's hire date was November 1, 1996.
(4) Grants are exercisable at the rate of 25% per year beginning one year
from the date of grant.
(5) Determined as the difference between the closing trade price on
December 31, 1997 ($2.16/share) and the aggregate price of the options
covering such shares.
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
15,000 non-qualified stock options to purchase the Company's Common Stock
under the 1993 Incentive Stock Option Plan per year.
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth as of March 31, 1998, 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 nominee, (iii) each named executive and (iv) all of the
Company's executive officers, directors, and nominee 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 March 31, 1998.
<TABLE>
<CAPTION>
Number of Shares
Beneficially Owned Percent of Class
___________________________________________________________________________
<S> <C> <C>
Zesiger Capital Group LLC 1,327,000(1) 15.3%
Michael D. Bick, Ph.D. 1,083,932(2) 12.5
Andrew L. Cerskus, Ph.D. 517,541(3) 6.0
Keith R. Gould 198,713(4) 2.3
Douglas L. Ayer 177,884(5) 2.1
Robert K. Foote 65,332(6) *
N. Price Paschall 65,000(7) *
James H. Chamberlain 4,000(8) *
All executive officers, 2,143,651(9) 24.7
directors, and nominee
as a group (8 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.
(2) Includes 70,932 shares of Common Stock subject to options.
(3) Includes 430,071 shares of Common Stock held by the Cerskus
Investments Corporation, an investment company owned jointly by Dr.
Cerskus and his wife, and 87,470 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) Represents shares of Common Stock subject to options.
(5) Includes 111,634 shares of Common Stock subject to a currently
exercisable warrant and 66,250 shares of Common Stock subject to
options held by ICP, Inc., of which Mr. Ayer is a stockholder.
(6) Includes 63,332 shares of Common Stock subject to options.
(7) Includes 50,000 shares of Common Stock subject to a currently
exercisable warrant and 15,000 shares of Common Stock subject to
options.
(8) Includes 4,000 shares of Common Stock held in the Chamberlain Family
Trust, for which Mr. Chamberlain serves as trustee.
(9) Includes 532,946 shares of Common Stock subject to options and 161,634
shares of Common Stock subject to currently exercisable warrants.
</FN>
</TABLE>
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no related party transactions during 1997.
AUDITORS
Ernst & Young LLP, 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, 1997, and have been selected
upon recommendation of the Board of Directors to serve as independent
auditors for the fiscal year ending December 31, 1998. Representatives of
Ernst & Young LLP 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 1999 Annual Meeting and received at the Company's executive
offices no later than December 31, 1998, will be included in the Company's
proxy statement and form of proxy relating to the 1999 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,
1997 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, 1997, 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 June 3, 1998, 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. Douglas L. Ayer N. Price Paschall James H. Chamberlain
/ / 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 20, 1998, relating to
the Meeting.
___________________________________________________________________________
Signature(s) of Shareholder(s) (See Instructions Below)
Dated__________, 1998
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.
