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.
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(Name of Registrant as Specified in Its Charter)
Biopool International, Inc.
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(Name of Person(s) Filing Proxy Statement)
<PAGE>
BIOPOOL INTERNATIONAL, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 3, 1999
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 Thursday, June
3, 1999, 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 12, 1999, 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, 1999
<PAGE>
BIOPOOL INTERNATIONAL, INC.
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PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 3, 1999
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 Thursday, June 3, 1999, 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 12, 1999, 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 8,540,886 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 195 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, 1999.
<PAGE>
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 1999 Annual Meeting, each director will be elected for a term expiring at
the 2000 Annual Meeting. The Board of Directors proposes the nominees named
below.
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, 1999.
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR/
OFFICER
NAME AGE POSITION SINCE
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
Michael D. Bick, Ph.D. 54 President, Chief Execu- 1991
tive Officer, Director
Douglas L. Ayer 61 Director 1993
N. Price Paschall 50 Director 1997
James H. Chamberlain 51 Director 1998
OTHER OFFICERS:
Robert K. Foote 54 Chief Financial Officer, 1996
Corporate Secretary
Clayton H. Duke 57 Vice President Marketing 1998
and Business Development
</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 former subsidiary, MeDiTech, and was President
and Chief Executive Officer thereof until it was acquired by the Company in
January 1992. Prior to that date, he was co-founder and president of a medical
device firm for ten years. Dr. Bick received a Ph.D. in molecular biology from
the University of Southern California in 1971 and was affiliated with the
Harvard Medical School and Children's Hospital Medical Center in Boston carrying
out research in human genetics from 1971 to 1974. Dr. Bick was a staff member of
the Roche Institute of Molecular Biology from 1974 to 1978.
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 Context
HealthCare Capital (formerly HealthCare Capital Advisors) since 1993. Context
HealthCare Capital provides merger and acquisition advice to middle market
companies, focusing on the medical service industry. Prior to Context 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
<PAGE>
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.
CLAYTON H. DUKE joined the Company as Vice President Marketing and
Business Development on August 1, 1998. Prior to joining the Company, he was
Vice President of Braun Medical. He has also held executive positions at Cymed,
Abbott Laboratories, and E.R. Squibb & Sons. Mr. Duke received a B.S. degree in
microbiology and business administration from California State University, San
Francisco.
During the fiscal year ended December 31, 1998, the Board of Directors
met 6 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 an Audit
Committee that met once during 1998. This committee oversees the work of the
Company's auditors with respect to financial and accounting matters. Messrs.
Ayer, Paschall, and Chamberlain are members of the Audit Committee. The Board of
Directors also has a Compensation Committee, which met once during fiscal 1998.
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 Chamberlain were members of the Compensation Committee.
<PAGE>
EXECUTIVE COMPENSATION
The following tables set forth certain information as to the Company's
Chief Executive Officer, Vice President Marketing and Business Development, 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
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Name and Principal Position Year Salary Bonus
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Michael D. Bick, Ph.D. 1998 $160,000 --
Chief Executive Officer 1997 135,700 $25,000
1996 123,800 30,000
Clayton H. Duke 1998(2) 45,700 --
Vice President Marketing
and Business Development
Robert K. Foote 1998 100,000 --
Chief Financial Officer 1997 85,000 15,000
1996(3) 10,100 --
<CAPTION>
Annual Compensation
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Name and Principal Position Year Other(1) Options
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Michael D. Bick, Ph.D. 1998 $10,800 32,465
Chief Executive Officer 1997 10,000 35,000
1996 14,900 22,000
Clayton H. Duke 1998(2) 2,100 200,000
Vice President Marketing
and Business Development
Robert K. Foote 1998 7,200 --
Chief Financial Officer 1997 5,300 --
1996(3) 600 200,000
</TABLE>
<PAGE>
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Percent
of Total
Options
Granted to
Employees
Options in Fiscal Exercise Expiration
Name Granted(4) Year Price Date
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Michael D. Bick, Ph.D. 32,465 5.2% $1.27 6/3/2003
</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 -- -- 73,682/65,132 $0/0
Clayton H. Duke -- -- 0/200,000 0/0
Robert K. Foote -- -- 83,331/116,669 0/0
</TABLE>
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(1) Represents payment of a car allowance and contributions to the Company's
401(k) profit sharing plan.
(2) Mr. Duke's hire date was August 1, 1998.
(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, 1998 ($0.72/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
<PAGE>
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.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth as of March 31, 1999, 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 March 31, 1999.
<TABLE>
<CAPTION>
Number of Shares Percent of
Beneficially Owned Class
------------------ ----------
<S> <C> <C>
Michael D. Bick, Ph.D 1,107,723(1) 13.0
Robert K. Foote 112,997(2) 1.3
Douglas L. Ayer 79,999(3) *
N. Price Paschall 78,749(4) *
James H. Chamberlain 17,749(5) *
Clayton H. Duke 10,000(6) *
All executive officers and
directors as a group
(6 persons) 1,407,217(7) 16.5
- ----------
* Less than 1%
<FN>
(1) Includes 84,723 shares of Common Stock subject to options.
(2) Includes 99,997 shares of Common Stock subject to options.
(3) Includes 79,999 shares of Common Stock subject to options held by ICP,
Inc., of which Mr. Ayer is a stockholder.
(4) Includes 50,000 shares of Common Stock subject to a currently exercisable
warrant and 28,749 shares of Common Stock subject to options.
(5) Includes 4,000 shares of Common Stock held in the Chamberlain Family Trust,
for which Mr. Chamberlain serves as trustee, and 13,749 shares of Common
Stock subject to options.
(6) Represents shares of Common Stock subject to warrants.
(7) Includes 307,217 shares of Common Stock subject to options and 60,000
shares of Common Stock subject to currently exercisable warrants.
</FN>
</TABLE>
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no related party transactions during 1998.
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, 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 2000 Annual Meeting and received at the Company's executive offices no
later than December 31, 1999, will be included in the Company's proxy statement
and form of proxy relating to the 2000 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, 1998
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,
1998, 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, 1999, 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):
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/ / PLEASE INDICATE BY CHECKING THIS BOX IF YOU ANTICIPATE ATTENDING THE ANNUAL
MEETING.
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.
The undersigned acknowledges receipt of a copy of the Notice of Annual Meeting
and accompanying Proxy Statement dated April 20, 1999, relating to the Meeting.
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.
SIGNATURE(S)_____________________________ DATED_________________________, 1999
Signature(s) of Shareholder(s) (See instructions to the right)
Dated__________, 1999
