<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
[X] Filed by the registrant
[ ] Filed by party other than the registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
______________________________
REUTER MANUFACTURING, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
______________________________
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(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:
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2 Aggregate number of securities to which transaction applies:
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3 Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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4 Proposed maximum aggregate value of transaction:
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5 Total fee paid:
-----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1 Amount Previously Paid:
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2 Form, Schedule or Registration Statement No.:
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3 Filing Party:
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4 Date Filed:
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<PAGE>
REUTER MANUFACTURING, INC.
410 ELEVENTH AVENUE SOUTH
HOPKINS, MINNESOTA 55343
April 29, 1996
Dear Shareholder:
You are cordially invited to attend the 1996 Annual Meeting of Shareholders
of Reuter Manufacturing, Inc. The meeting will be held on Thursday, May 30, 1996
at 2:00 p.m. local time at Minneapolis Marriott Southwest, 5801 Opus Parkway,
Minnetonka, Minnesota 55343. We suggest that you carefully read the enclosed
Notice of Annual Meeting and Proxy Statement.
We hope you will be able to attend the Annual Meeting. Whether or not you
plan to attend, we urge you to complete, sign, date and return the enclosed
proxy card in the enclosed envelope in order to make certain that your shares
will be represented at the Annual Meeting.
Very truly yours,
/S/ JAMES W. TAYLOR
James W. Taylor
PRESIDENT AND CHIEF EXECUTIVE OFFICER
<PAGE>
REUTER MANUFACTURING, INC.
410 ELEVENTH AVENUE SOUTH
HOPKINS, MINNESOTA 55343
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 30, 1996
------------------------
TO THE SHAREHOLDERS OF REUTER MANUFACTURING, INC.:
The Annual Meeting of Shareholders of Reuter Manufacturing, Inc. will be
held on Thursday, May 30, 1996, at 2:00 p.m. local time at Minneapolis Marriott
Southwest, 5801 Opus Parkway, Minnetonka, Minnesota 55343, for the following
purposes:
1. To elect two directors to serve a three-year term, or until their
successors are elected and qualified.
2. To consider and act upon a proposal to ratify the appointment of Coopers
& Lybrand L.L.P. as independent auditors for the Company for the fiscal
year ending December 31, 1996.
3. To transact such other business as may be properly brought before the
Annual Meeting or any adjournments thereof.
Only shareholders of record as shown on the books of the Company at the
close of business on April 5, 1996 will be entitled to vote at the Annual
Meeting or any adjournments thereof.
By Order of the Board of Directors
/S/ WILLIAM H. JOHNSON
William H. Johnson
SECRETARY
April 29, 1996
<PAGE>
REUTER MANUFACTURING, INC.
410 ELEVENTH AVENUE SOUTH
HOPKINS, MINNESOTA 55343
(612) 935-6921
------------------------
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
MAY 30, 1996
------------------------
INTRODUCTION
The 1996 Annual Meeting of Shareholders of Reuter Manufacturing, Inc. (the
"Company") will be held on Thursday, May 30, 1996, at 2:00 p.m. local time at
Minneapolis Marriott Southwest, 5801 Opus Parkway, Minnetonka, Minnesota 55343,
or at any adjournments thereof, for the purposes set forth in the Notice of
Meeting.
A proxy card is enclosed for your use. You are solicited on behalf of the
Board of Directors to SIGN AND RETURN THE PROXY CARD IN THE ACCOMPANYING
ENVELOPE. No postage is required if mailed within the United States. The cost of
soliciting proxies, including the preparation, assembly and mailing of proxies
and soliciting material, as well as the cost of forwarding such material to the
beneficial owners of Common Stock, will be borne by the Company. Directors,
officers and employees of the Company may, without compensation other than their
regular compensation, solicit proxies by telephone, telegraph or personal
conversation. The Company may reimburse brokerage firms and others for expenses
in forwarding proxy material to the beneficial owners of Common Stock. This
Proxy Statement, the Proxy and the Notice of Meeting are being mailed to
shareholders beginning on or about April 29, 1996.
Any shareholder giving a proxy may revoke it at any time prior to its use at
the Annual Meeting either by (i) giving notice of such revocation to the
Secretary of the Company prior to the Annual Meeting, or by appearing at the
Annual Meeting and giving written notice of revocation to the Secretary of the
Company prior to use of the proxy, (ii) filing a duly executed proxy bearing a
later date with the Secretary of the Company, or (iii) appearing at the Annual
Meeting and voting in person. Proxies will be voted as specified by
shareholders. Signed proxies on which no specification is made will be voted in
favor of the nominees for director listed in the Proxy Statement and for the
proposals in the Notice of Annual Meeting.
Shares represented by a Proxy Card including any broker non-votes on a
matter will be treated as shares not entitled to vote on that matter, and thus
will not be counted in determining whether that matter has been approved. Shares
represented by a Proxy Card voted as abstaining on any of the other proposals
will be treated as shares present and entitled to vote that were not cast in
favor of a particular matter and thus will be counted as votes against that
matter. In general, shares of Common Stock represented by a properly signed and
returned Proxy Card will be counted as shares present and entitled to vote at
the Annual Meeting for purposes of determining a quorum, without regard to
whether the card reflect abstentions (or is left blank) or reflects a broker
non-vote on a matter (i.e., a card returned by a broker on behalf of its
beneficial owner customer that is not voted on a particular matter because
voting instructions have not been received and the broker has no discretionary
authority to vote).
1
<PAGE>
Only holders of Common Stock of record at the close of business on April 5,
1996 will be entitled to vote at the Annual Meeting. On April 5, 1996, the
Company had 3,191,520 outstanding shares of Common Stock, each such share
entitling the holder thereof to one vote on each matter to be voted on at the
Annual Meeting. Holders of shares of Common Stock are not entitled to cumulative
voting rights. The presence at the Annual Meeting, in person or by proxy, of the
holders of a majority of the outstanding shares of Common Stock (1,595,761
shares) is required for a quorum for the transaction of business.
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
NOMINATION
The Company's Restated Articles of Incorporation provide that the Board of
Directors shall consist of not less than three nor more than 15 members, as
determined from time to time by the Board, divided into three classes of as
nearly equal number as possible. The term of each class is three years and the
term of one class expires each year in rotation. The Board of Directors has
determined that there will be six directors of the Company for the ensuing year.
The terms of Edward E. Strickland and Kenneth E. Daugherty expire this year.
Accordingly, the Board has nominated Messrs. Strickland and Daugherty to serve
as a director of the Company for a term of three years, expiring at the 1999
Annual Meeting of Shareholders, or until their successors are elected and
qualified.
Proxies can only be voted for the number of persons named as nominees in
this Proxy Statement. The election of a nominee requires the affirmative vote of
a majority of the shares of Common Stock voting in person or by proxy for
directors at the Annual Meeting. The Board recommends a vote FOR the election of
the nominees listed below. In the absence of other instructions, the proxies
will be voted for the nominees listed below. If, prior to the Annual Meeting,
the Board should learn that directors will be unable to serve by reason of
death, incapacity or other unexpected occurrence, the proxies that would have
been voted for such nominee will be voted for a substitute nominee as selected
by the Board of Directors. Alternatively, the proxies may, at the Board's
discretion, be voted for such fewer number of nominees as results from such
death, incapacity or other unexpected occurrence. The Board has no reason to
believe that the nominees will be unable to serve.
INFORMATION ABOUT NOMINEES AND OTHER DIRECTORS
<TABLE>
<CAPTION>
DIRECTOR
NAME OF NOMINEES PRINCIPAL OCCUPATION AGE SINCE
- ----------------------------- ------------------------------------------------------------- ---- --------
<S> <C> <C> <C>
NOMINEES FOR THREE-YEAR TERMS EXPIRING IN 1999:
Edward E. Strickland* Chairman of the Board of Directors of the Company 69 1989
Kenneth E. Daugherty** President of KD Consulting, Inc. 57 1990
DIRECTORS NOT STANDING FOR ELECTION THIS YEAR WHOSE TERMS EXPIRE IN 1998:
Gary W. Laidig Minnesota State Senator 47 1990
James W. Taylor President, Chief Executive Officer and Chief Financial 77 1989
Officer of the Company, President of Taylor Consultants,
Inc. (management and financial consulting)
Caroline Avey** Independent Consultant 40 1992
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR
NAME OF NOMINEES PRINCIPAL OCCUPATION AGE SINCE
- ----------------------------- ------------------------------------------------------------- ---- --------
<S> <C> <C> <C>
DIRECTOR NOT STANDING FOR ELECTION WHOSE TERM EXPIRES IN 1997:
James H. McGuire* President of NJK Holding Corporation (Investment and 52 1990
Management Company)
</TABLE>
- ------------------------
* Members of Audit Committee
** Members of Compensation and Stock Option Committee
OTHER INFORMATION ABOUT NOMINEES AND OTHER DIRECTORS
Except as indicated below, there has been no change in principal occupations
or employment during the past five years for the nominees or other directors.
There are no family relationships between or among the nominees of the Company.
Mr. Strickland served on the Executive Committee of the Board of Directors,
which performed the duties of Chief Executive Officer, from October 1, 1990
until January 28, 1991. He has been Chairman of the Board of Directors since
that time. He has been an independent financial consultant for more than eight
years. Mr. Strickland also serves as a director of AVECOR Cardiovascular Inc.,
Bio-Vascular, Inc., Communication Systems Inc., Hector Communications Corp. and
Quantech, Ltd.
Dr. Daugherty served as a Professor at the University of North Texas for
over fifteen years until his retirement from that position in 1995. Currently,
Dr. Daugherty is the President of KD Consulting, Inc., a consulting firm. Dr.
Daugherty also serves as a director of TRAC Laboratories, Inc., The KEDS, Inc.
and Pyro Industries, Inc.
Mr. Taylor also is a director of Compositech Ltd.
Ms. Avey has been a director of the Company since 1992. She had been an
Account Executive with Business Incentives, Inc., a performance services
company, from April 1991 until January 31, 1994 and is now performing consulting
work for International Learning Systems. Prior to April 1991, Ms. Avey was
employed by U.S. West Financial Services, Inc., a financial services company,
most recently as Manager, Project Finance.
Mr. McGuire has been President of NJK Holding Corporation since October
1992. He has also been the Chairman of the Board of Intercim Corporation, a
supplier of factory floor information software and services, since January 1989
and was Chief Executive Officer of Intercim from 1987 to 1992. Mr. McGuire also
serves as a director of Sylvan Learning Systems, Inc., a public company.
INFORMATION ABOUT THE BOARD AND ITS COMMITTEES
Standing committees of the Board of Directors include the Audit Committee,
the Compensation and Stock Option Committee and the Nominating Committee.
The Audit Committee provides assistance to the Board in satisfying its
fiduciary responsibilities relating to the accounting, auditing, operating and
reporting practices of the Company. The Audit Committee reviews the annual
financial statements of the Company, the selection and work of the Company's
independent auditors and the adequacy of internal controls for compliance with
corporate policies and directives. The members of the Audit Committee are
Messrs. Strickland and McGuire. The Audit Committee met one time in 1995.
The Compensation and Stock Option Committee reviews general programs of
compensation and benefits for all employees of the Company, reviews salary
levels, bonuses and other form of compensation paid to the Company's officers,
makes recommendations to the Board concerning such compensation and administers
the Company's stock-based employee benefit plans. The members of the
Compensation and Stock Option Committee are Ms. Avey and Mr. Daugherty. The
Compensation and Stock Option Committee met one time in 1995.
3
<PAGE>
The Nominating Committee identifies, evaluates and nominates persons for
election to the Board and makes recommendations to the Board with respect to
such persons. The Nominating Committee will consider nominees recommended by
shareholders if submitted in writing to the Secretary of the Company at the
Company's principal office address specified at the beginning of the first page
of this Proxy Statement. All directors who are not employees of the Company are
members of the Nominating Committee, and it did not meet during 1995.
The Company's Board of Directors met three times during 1995, and took
action pursuant to unanimous written consent resolutions eight times during
1995. All of the Directors attended 75% or more of the meetings with the Board
of Directors and all committees on which they served during 1995, except for Mr.
McGuire who was absent from two Board meetings.
DIRECTOR COMPENSATION
Until August 1995, when the Company's director compensation policy was
suspended, all directors of the Company, except for Messrs. Taylor and
Strickland, received compensation for their services as directors at the rate of
$400 per month, as well as a meeting fee in the amount of $500 for each Board
and committee meeting attended. Directors are not compensated for telephonic
meetings.
The Company has entered into a consulting agreement with Mr. Strickland,
which may be terminated at any time by the Company. Under this agreement, Mr.
Strickland is to be paid a retainer of $2,000 per month, plus reimbursement for
all reasonable business expenses. This agreement was suspended in July 1995.
During 1995, Mr. Strickland received $12,000 for services rendered under this
agreement.
In November 1992, the Company entered into a consulting agreement with
Taylor Consultants, Inc. ("Taylor Consultants") whereby Taylor Consultants
agreed to provide the services of James W. Taylor to act as President and Chief
Executive Officer of the Company. Through July 1995, Taylor Consultants was paid
$13,000 per month for its services and reimbursed for all reasonable expenses.
Effective August 1995, Taylor Consultants will be paid $12,000 per month under
the consulting agreement. Taylor Consultants is an independent contractor, and
neither it nor Mr. Taylor is an employee of the Company. The agreement may be
terminated by either party upon 30 days written notice. During 1995, Taylor
Consultants received $121,000 for services under this agreement. See "Executive
Compensation and Other Benefits -- Summary of Cash and Certain Other
Compensation -- Summary Compensation Table."
Prior to April 1995, the Company maintained the 1991 Non-Employee Director
Stock Option Plan, pursuant to which members of the Board of Directors who are
not employees of the Company or any subsidiary received periodic grants of
non-qualified stock options. The Plan was terminated in April 1995 and no
options were granted under the Plan in 1995.
4
<PAGE>
EXECUTIVE COMPENSATION AND OTHER BENEFITS
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides summary information concerning cash and
non-cash compensation paid or accrued by the Company to or on behalf of the
Company's Chief Executive Officer and each of the executive officers of the
Company whose cash and non-cash salary and bonus exceeded $100,000 in 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
-------------
ANNUAL COMPENSATION SECURITIES
---------------------- UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY (1) OPTIONS
- ----------------------------- --------- ----------- -------------
<S> <C> <C> <C>
James W. Taylor 1995 $ 121,000 0
Chief Executive Officer 1994 $ 156,000 100,000
1993 $ 156,000 4,000
</TABLE>
- ------------------------
(1) Mr. Taylor's annual salary for 1993, 1994 and 1995 represents consulting
fees paid to him for services rendered as President and Chief Executive
Officer of the Company.
OPTION GRANTS AND EXERCISES
There were no options granted to or exercised by the named executive officer
during 1995. The following table provides information as to the value of options
held by the named executive officer.
AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES (1)
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR END AT FISCAL YEAR END (2)
---------------------------------- ----------------------------------------
EXERCISABLE NON-EXERCISABLE EXERCISABLE NON-EXERCISABLE
----------- --------------------- ----------------- ---------------------
<S> <C> <C> <C> <C>
James W. Taylor................ 139,000 0 0 0
</TABLE>
- ------------------------
(1) In the fiscal year ended December 31, 1995, no options were exercised by the
named executive officer. The exercise price may be paid in cash or, in the
Compensation and Stock Option Committee's discretion, in shares of the
Company's Common Stock valued at fair market value on the date of exercise
or pursuant to a cashless exercise procedure under which the executive
provides irrevocable instructions to a brokerage firm to sell the purchased
shares and to remit to the Company, out of the sale proceeds, an amount
equal to the exercise price plus all applicable withholding taxes. The
Compensation and Stock Option Committee also has the discretion to grant a
supplemental cash bonus to an optionee in connection with the grant or
exercise of an option or both the grant and an exercise of an option.
(2) The fair market value of the Common Stock on December 29, 1995 was less than
the exercise price of all such options.
5
<PAGE>
PRINCIPAL SHAREHOLDERS AND BENEFICIAL
OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Common Stock of the Company as of the dates indicated by (i)
each shareholder who is known by the Company to beneficially own more than 5% of
the outstanding Common Stock, (ii) each director, (iii) each executive officer
named in the Summary Compensation Table under the caption "Executive
Compensation and Other Benefits -- Summary of Cash and Certain Other
Compensation" and (iv) all executive officers and directors of the Company as a
group.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED (1)(2)
--------------------------------
NAME AMOUNT PERCENT OF CLASS
- ------------------------------------------------------------------------ ------------- -----------------
<S> <C> <C>
Edward E. Strickland.................................................... 260,250(3) 8.1%
520 Warbass Way
Friday Harbor, WA 98250
James W. Taylor......................................................... 237,600(4) 7.1%
719 Lenape Trail
Westfield, NJ 07090
Richard W. Perkins...................................................... 234,200(5) 7.3%
730 East Lake Street
Wayzata, MN 55391
Kenneth E. Daugherty.................................................... 143,100(6) 4.5%
University of North Texas
P.O. Box 5068
Denton, TX 76203
James H. McGuire........................................................ 17,000(7) *
7803 Glenroy Road
Bloomington, MN 55439
Gary W. Laidig.......................................................... 14,000(8) *
Room 155 -- State Office Building
St. Paul, MN 55155
Caroline Avey........................................................... 10,000(9) *
16341 Wild Plum Circle
Morrison, CO 80465
All directors and executive officers as a group (10 persons)............ 729,511(10) 21.1%
</TABLE>
- ------------------------
* Less than 1% of the outstanding shares.
(1) As of March 15, 1996, unless noted. Unless otherwise noted, all of the
shares shown are held by individuals or entities possessing sole voting and
investment power with respect to such shares.
(2) Shares not outstanding but deemed beneficially owned by virtue of the right
of a person or member of a group to acquire them within 60 days are treated
as outstanding only when determining the amount and percent owned by such
person or group.
(3) Includes 36,000 shares that Mr. Strickland has the right to acquire within
60 days upon the exercise of options.
(4) Includes 139,000 shares that Mr. Taylor has the right to acquire within 60
days upon the exercise of options.
(5) According to a Schedule 13D dated February 1, 1996, as filed with the
Securities and Exchange Commission. Does not include 41,650 shares
beneficially owned by Perkins Capital Management, Inc., as to which shares
Mr. Perkins disclaims beneficial ownership.
6
<PAGE>
(6) Includes 14,000 shares that Mr. Daugherty has the right to acquire within 60
days upon the exercise of options.
(7) Includes 17,000 shares that Mr. McGuire has the right to acquire within 60
days upon the exercise of options.
(8) Includes 14,000 shares that Mr. Laidig has the right to acquire within 60
days upon the exercise of options.
(9) Includes 10,000 shares that Ms. Avey has the right to acquire within 60 days
upon the exercise of options.
(10) Includes an aggregate of 268,750 shares that executive officers and
directors have the right to acquire within 60 days pursuant to the exercise
of outstanding options.
CERTAIN TRANSACTIONS
In January 1996, the Company and Sanwa Business Credit Corporation ("Sanwa")
entered into a Loan and Security Agreement (the "Loan Agreement") and a series
of related agreements, pursuant to which, Sanwa agreed to restructure the
Company's obligations to guarantee repayment of a loan from Sanwa to EPR, Inc.,
a wholly owned subsidiary of the Company. In connection with the Loan Agreement,
the Company and Sanwa entered into separate Standstill Agreements with each of
James Taylor, the President and Chief Executive Officer and a Director of the
Company, and Edward E. Strickland, the Chairman of the Board of Directors of the
Company. Under the Standstill Agreements, Mr. Taylor and Mr. Strickland each
agreed not to, directly or indirectly, acquire, dispose of, or exercise any
option or other right to acquire, any Common Stock or option or right to acquire
Common Stock of the Company. The Standstill Agreements remain in effect until
the earlier of (a) the expiration of the Income Sharing Agreement referred to
below, (b) the death of Mr. Taylor or Mr. Strickland, as the case may be, or (c)
the occurrence of an "ownership change" in respect of the Company, as defined in
Section 382(g)(1) of the Internal Revenue Code of 1986, as amended. In
consideration for entering into the Standstill Agreements, the Company has
agreed to pay these individuals, under a predetermined formula, up to an
aggregate of $600,000 based on the increases in the market value of shares of
Common Stock of the Company that they hold and are unable to trade due to the
Standstill Agreements. In connection with the Loan Agreement, the Company and
Sanwa also entered into an Income Sharing Agreement which remains in effect
until the Company has made total payments of $6,000,000 under the agreement or
December 31, 2010, whichever is earlier.
SECTION 16 COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons who own more than
10% of the Company's Common Stock, to file with the Securities and Exchange
Commission (the "SEC") initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Executive
officers, directors and greater than 10% shareholders are required by SEC
regulations to furnish the Company with copies of all Section 16(a) reports they
file. Other than with respect to four reports on Form 3 (an initial statement of
beneficial ownership) that Messrs. Thomas L. Beltrand, William H. Johnson,
Robert D. Klingberg and David D. Sorem failed to timely file upon their election
as Section 16 officers of the Company, which were subsequently filed late with
the SEC, to the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company during the year ended December 31, 1995,
all Section 16(a) filing requirements applicable to its executive officers,
directors and greater than 10% shareholders were met.
7
<PAGE>
INDEPENDENT AUDITORS
The Board of Directors has appointed Coopers & Lybrand L.L.P. as independent
auditors to make an examination of the accounts of the Company for the fiscal
year ending December 31, 1996 and to perform other appropriate accounting and
audit services at the request of the Company. Although not required to do so,
the Board of Directors wishes to submit the selection of Coopers & Lybrand
L.L.P. to the shareholders for ratification. The Board of Directors recommends a
vote for ratification of Coopers & Lybrand L.L.P. as independent auditors for
the fiscal year ending December 31, 1996. Unless a contrary choice is specified,
a proxy solicited by the Board of Directors will be voted for the selection of
Coopers & Lybrand L.L.P. If the selection of Coopers & Lybrand L.L.P. is not
ratified, the Board of Directors will reconsider its selection. The Company has
requested and expects a representative of Coopers & Lybrand L.L.P. to be present
at the Annual Meeting to make a statement if he or she so desires and to respond
to appropriate questions.
PROPOSALS FOR THE NEXT ANNUAL MEETING
Shareholder proposals intended to be presented in the proxy materials
relating to the next annual meeting of shareholders must be received by the
Company at its principal executive offices on or before December 30, 1996.
OTHER BUSINESS
The Company knows of no business which will be presented for consideration
at the Annual Meeting other than that described in this Proxy Statement. As to
other business, if any, that may properly come before the Annual Meeting, it is
intended that proxies solicited by the Board will be voted in accordance with
the judgment of the person or persons voting the proxies.
ANNUAL REPORT ON FORM 10-KSB
THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT ON
FORM 10-KSB (EXCLUSIVE OF EXHIBITS) FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
TO EACH PERSON WHO IS A SHAREHOLDER OF THE COMPANY AS OF APRIL 5, 1996, UPON
RECEIPT FROM ANY SUCH PERSON OF A WRITTEN REQUEST FOR SUCH ANNUAL REPORT. SUCH
REQUEST SHOULD BE SENT TO REUTER MANUFACTURING, INC., 410 11TH AVENUE SOUTH,
HOPKINS, MINNESOTA 55343, ATTENTION: SECRETARY.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ WILLIAM H. JOHNSON
William H. Johnson
SECRETARY
Minneapolis, Minnesota
April 29, 1996
8
<PAGE>
Appendix
REUTER MANUFACTURING, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints JAMES W. TAYLOR and WILLIAM H. JOHNSON, and
each of them, as Proxies, each with power of substitution, and hereby
authorizes each of them to represent and to vote, as designated below, all
the shares of Common Stock of Reuter Manufacturing, Inc. held of record by
the undersigned on April 5, 1996, at the Annual Meeting of Shareholders to
be held on May 30, 1996, or any adjournment thereof.
1. ELECTION OF DIRECTORS FOR THREE YEAR TERM EXPIRING IN 1999:
[ ] FOR all nominees [ ] AGAINST all nominees
listed below listed below
(EXCEPT AS MARKED TO THE CONTRARY BELOW)
Edward E. Strickland Kenneth E. Daugherty
(INSTRUCTION: TO VOTE AGAINST ANY INDIVIDUAL NOMINEE,
PRINT THAT NOMINEE'S NAME ON THE SPACE BELOW.)
_______________________________________________________________________________
2. PROPOSAL TO RATIFY THE APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS AUDITORS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 1996:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2 ABOVE.
(Please sign on reverse side)
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2 ABOVE.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated: ___________________________, 1996
________________________________________
Signature
________________________________________
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
