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 / /Confidential for Use of the Commission Only
/X/ Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
TECHNE CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(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(i)(2) or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
/X/ 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:
--------------------------------------------------
2) Form, Schedule or Registration Statement No.:
----------------------------
3) Filing Party:
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4) Date Filed:
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<PAGE>
TECHNE CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held
October 19, 1995
The annual meeting of shareholders of Techne Corporation will be held
at the Sheraton Minneapolis Metrodome Hotel, 1330 Industrial Boulevard at 35W
North, Minneapolis, Minnesota, on Thursday, October 19, 1995, at 3:30 p.m.
(Minneapolis Time), for the following purposes:
1. To set the number of members of the Board of Directors at six (6).
2. To elect directors of the Company for the ensuing year.
3. To approve certain current and future grants of options to outside
directors of the Company under the Company's 1988 Nonqualified Stock
Option Plan and to approve the reservation of 200,000 additional
shares for issuance to employees, officers, directors, consultants and
others under such Plan.
4. To take action upon any other business that may properly come before
the meeting or any adjournment thereof.
Only shareholders of record shown on the books of the Company at the
close of business on September 8, 1995, will be entitled to vote at the meeting
or any adjournment thereof. Each shareholder is entitled to one vote per share
on all matters to be voted on at the meeting.
You are cordially invited to attend the meeting. Whether or not you
plan to attend the meeting, please sign, date and return your Proxy in the
return envelope provided as soon as possible. Your cooperation in promptly
signing and returning the Proxy will help avoid further solicitation expense to
the Company.
This Notice, the Proxy Statement and the enclosed Proxy are sent to you
by order of the Board of Directors.
THOMAS E. OLAND,
President
Dated: September 20, 1995
Minneapolis, Minnesota
<PAGE>
TECHNE CORPORATION
PROXY STATEMENT
for
Annual Meeting of Shareholders
to be held October 19, 1995
INTRODUCTION
Your Proxy is solicited by the Board of Directors of Techne Corporation
(the "Company") for use at the Annual Meeting of Shareholders to be held on
October 19, 1995, and at any adjournment thereof, for the purposes set forth in
the attached Notice of Annual Meeting.
The cost of soliciting Proxies, including preparing, assembling and
mailing the Proxies and soliciting material, will be borne by the Company.
Directors, officers and regular employees of the Company may, without
compensation other than their regular compensation, solicit Proxies personally
or by telephone.
Any shareholder giving a Proxy may revoke it at any time prior to its
use at the meeting by giving written notice of such revocation to the Secretary
or other officer of the Company or by filing a new written Proxy with an officer
of the Company. Personal attendance at the meeting is not, by itself, sufficient
to revoke a Proxy unless written notice of the revocation or a subsequent Proxy
is delivered to an officer before the revoked or superseded Proxy is used at the
meeting.
Proxies not revoked will be voted in accordance with the choice
specified by shareholders by means of the ballot provided on the Proxy for that
purpose. Proxies which are signed but which lack any such specification will,
subject to the following, be voted in favor of the proposals set forth in the
Notice of Meeting and in favor of the number and slate of directors proposed by
the Board of Directors and listed herein. If a shareholder abstains from voting
as to any matter, then the shares held by such shareholder shall be deemed
present at the meeting for purposes of determining a quorum and for purposes of
calculating the vote with respect to such matter, but shall not be deemed to
have been voted in favor of such matter. Abstentions, therefore, as to any
proposal will have the same effect as votes against such proposal. If a broker
returns a "non-vote" proxy, indicating a lack of voting instruction by the
beneficial holder of the shares and a lack of discretionary authority on the
part of the broker to vote on a particular matter, then the shares covered by
such non-vote shall be deemed present at the meeting for purposes of determining
a quorum but shall not be deemed to be represented at the meeting for purposes
of calculating the vote required for approval of such matter.
The mailing address of the Company's principal executive office is 614
McKinley Place N.E., Minneapolis, Minnesota 55413. The Company expects that this
Proxy Statement and the
<PAGE>
related Proxy and Notice of Annual Meeting will first be mailed to shareholders
on or about September 20, 1995.
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed September 8, 1995, as
the record date for determining shareholders entitled to vote at the Annual
Meeting. Persons who were not shareholders on such date will not be allowed to
vote at the Annual Meeting. At the close of business on September 8, 1995,
9,428,201 shares of the Company's Common Stock were issued and outstanding. Such
Common Stock is the only outstanding class of stock of the Company. Each share
of Common Stock is entitled to one vote on each matter to be voted upon at the
meeting. Holders of the Common Stock are not entitled to cumulative voting
rights in the election of directors.
PRINCIPAL SHAREHOLDERS
The following table provides information concerning the only persons
known to the Company to be the beneficial owners of more than five percent (5%)
of the Company's outstanding Common Stock as of September 8, 1995:
<TABLE>
<CAPTION>
Amount and
Name and Address Nature of Shares Percent
of Beneficial Owner Beneficially Owned(1) of Class(2)
<S> <C> <C>
Kopp Investment Advisors, Inc. 1,326,640(3) 14.1%
6600 France Avenue So.
Edina, Minnesota 55435
D. F. Dent & Co. 703,884 7.5%
2 East Read St.
Baltimore, Maryland 21202
Amgen Inc. 535,947 5.7%
1840 DeHaviland Drive
Thousand Oaks, California 91320
Thomas E. Oland 363,460(4)(5) 3.8%
614 McKinley Place N.E.
Minneapolis, Minnesota 55413
Roger C. Lucas 345,452(4)(6) 3.6%
41 E. Pleasant Lake Dr.
North Oaks, Minnesota 55127
Peter R. Peterson 529,140(7) 5.6%
6111 Blue Circle Drive
Minnetonka, Minnesota 55343
</TABLE>
<PAGE>
(1) Unless otherwise indicated, the person listed as the beneficial owner of
the shares has sole voting and sole investment power over the shares.
(2) Shares not outstanding but deemed beneficially owned by virtue of the right
of a person to acquire them as of September 8, 1995, or within sixty days
of such date are treated as outstanding only when determining the percent
owned by such individual and when determining the percent owned by the
group.
(3) Kopp Investment Advisors, Inc. reports voting power over 5,000 of such
shares and investment power over all such shares.
(4) Does not include 273,195 shares (2.9% of the Company's outstanding Common
Stock) held by the Company's Stock Bonus Plan ("Stock Bonus Plan"), which
are included in the group total in the Management Shareholdings table. The
Company's Board of Directors, acting by a majority vote, currently directs
the Trustee as to the voting of such shares.
(5) Includes 17,139 shares held by Thomas Oland and Associates, 51,481 shares
held by the Thomas Oland and Associates Profit Sharing Plan and Trust and
66,277 shares subject to stock options which are exercisable as of
September 8, 1995, or will become exercisable within 60 days of such date.
(6) Includes 54,813 shares subject to stock options which are exercisable as of
September 8, 1995, or will become exercisable within 60 days of such date.
(7) Does not include shares, if any, which may be held from time to time in the
trading account of Peterson Brothers Securities Company, a corporation of
which Mr. Peterson is an affiliate. Mr. Peterson disclaims beneficial
ownership of any such shares. Mr. Peterson is a former director, and was a
promoter, of the Company.
MANAGEMENT SHAREHOLDINGS
The following table sets forth the number of shares of the Company's
Common Stock beneficially owned as of September 8, 1995, by each executive
officer of the Company named in the Summary Compensation Table, by each director
who is a nominee for reelection and by all directors and executive officers
(including the named individuals) as a group:
<PAGE>
<TABLE>
<CAPTION>
Name of Director Number of Shares Percent
or Identity Group Beneficially Owned(1) of Class(2)
<S> <C> <C>
Thomas E. Oland 363,460(3) 3.8%
Roger C. Lucas 345,452(4) 3.6%
Howard V. O'Connell 60,020(5)(6) *
G. Arthur Herbert 56,355(5)(7) *
Monica Tsang 45,670(8) *
James A. Weatherbee 44,252(9) *
Randolph C. Steer, M.D. 25,000(5)(7) *
Thomas C. Detwiler 15,000(10) *
Lowell E. Sears 100(5) *
Officers and directors
as a group (11 persons) 1,247,504(11) 12.9%
</TABLE>
* Less than 1%
(1) See Note (1) to preceding table.
(2) See Note (2) to preceding table.
(3) See Notes (4) and (5) to preceding table.
(4) See Notes (4) and (6) to preceding table.
(5) See Note (4) to preceding table.
(6) Includes 5,000 shares subject to options which are exercisable as of
September 8, 1995 or will become exercisable within 60 days of such date.
Does not include option to purchase 5,000 shares which will become
exercisable as of the date of the Annual Meeting if approved by the
shareholders (See Proposal #3).
(7) Includes 25,000 shares subject to options which are exercisable as of
September 8, 1995 or will become exercisable within 60 days of such date.
Does not include option to purchase 5,000 shares which will become
exercisable as of the date of the Annual Meeting if approved by the
shareholders (See Proposal #3).
(8) Includes 25,000 shares subject to stock options which are exercisable as of
September 8, 1995, or will become exercisable within 60 days of such date.
Does not include the shares beneficially owned by James A. Weatherbee, Dr.
Tsang's husband.
(9) Includes 25,000 shares subject to stock options which are exercisable as of
September 8, 1995, or will become exercisable within 60 days of such date.
Does not include the shares beneficially owned by Monica Tsang, Dr.
Weatherbee's wife.
(10) Includes 15,000 shares subject to options which are exercisable as of
September 8, 1995 or will become exercisable within 60 days of such date.
<PAGE>
(11) Includes 717,219 shares held directly by officers, directors and their
associates, 273,195 shares held by the Stock Bonus Plan and 257,090 shares
which may be purchased pursuant to options which are exercisable as of
September 8, 1995 or will become exercisable within 60 days of such date.
ELECTION OF DIRECTORS
(Proposals #1 and #2)
General Information
The Bylaws of the Company provide that the number of directors shall be
determined by the shareholders at each annual meeting. The Board of Directors
recommends that the number of directors be set at six. Under applicable
Minnesota law, approval of the proposal to set the number of directors at six,
as well as the election of each nominee, requires the affirmative vote of the
holders of the greater of (1) a majority of the voting power of the shares
represented in person or by proxy at the Annual Meeting with authority to vote
on such matter or (2) a majority of the voting power of the minimum number of
shares that would constitute a quorum for the transaction of business at the
Annual Meeting.
In the election of directors, each Proxy will be voted for each of the
nominees listed below unless the Proxy withholds a vote for one or more of the
nominees. Each person elected as a director shall serve for a term of one year
or until his successor is duly elected and qualified. All of the nominees are
members of the present Board of Directors. If any of the nominees should be
unable to serve as a director by reason of death, incapacity or other unexpected
occurrence, the Proxies solicited by the Board of Directors shall be voted by
the proxy representatives for such substitute nominee as is selected by the
Board, or, in the absence of such selection, for such fewer number of directors
as results from such death, incapacity or other unexpected occurrence.
The following table provides certain information with respect to the
nominees for director.
<TABLE>
<CAPTION>
Current
Position(s) with Principal Occupation(s) Director
Name Age Company During Past Five Years Since
<S> <C> <C> <C> <C>
Thomas E. Oland 54 Chairman of the Chairman of the Board, 1985
Board, President and Treasurer of
President, the Company since
Treasurer and December 1985 and
Director President of Research and
Diagnostic Systems, Inc.
("R&D") since July 1982.
Roger C. Lucas 52 Vice Chairman Vice Chairman and Senior 1985
and Director Scientific Advisor to the
Company's Board since July
1995. Chief Scientific
Officer, Executive Vice
President and Secretary of
the Company from
December 1985 to March
1995.
Howard V. 65 Director Vice Chairman of Kinnard 1985
O'Connell Investments, Inc. and its
subsidiary, John G. Kinnard
and Company, Incorporated,
a securities broker-dealer,
since February 1990.
President of Kinnard
Investments, Inc. from
October 1979 to February
1990.
G. Arthur Herbert 69 Director Principal of CEO Advisors, 1989
a management and financial
consulting firm, since
January 1989; from January
1969 to December 1988,
President and Vice President
Manager of Electro-Science
Management Corp., a
manager of Venture Capital
Partnerships.
Randolph C. Steer, 45 Director Consultant to the 1990
M.D. pharmaceutical and
biotechnology industries
since 1989; Chairman/President
and CEO of Advanced
Therapeutics Communications
International, a division
of Physicians World
Communications, a medical
communications corporation,
from 1985 to 1989.
Director of BioCryst
Pharmaceuticals, Inc.
Lowell E. Sears 44 Director Private investor since April 1994
1994. For more than five
years prior thereto, Chief
Financial Officer of Amgen
Inc., a pharmaceutical
company. Director of Neose
Technologies, Inc. and
CoCensys, Inc.
</TABLE>
Committee and Board Meetings
The Company's Board of Directors has two standing Committees, the Audit
Committee and the Compensation Committee. The Audit Committee (whose members are
Messrs. Herbert, O'Connell and Steer) is responsible for reviewing the Company's
internal audit procedures, the quarterly and annual financial statements of the
Company and, with the Company's independent accountants, the results of the
annual audit. The Audit Committee met four times during fiscal 1995. The
Compensation Committee, whose members are Messrs. Herbert, O'Connell and Steer,
recommends compensation for officers of the Company. The Compensation Committee
met four times during fiscal year 1995. The Board does not have a nominating
committee.
During fiscal 1995, the Board held five meetings. Each director
attended 75% or more of the total number of meetings of the Board and of
Committees of which he was a member.
Directors' Fees
Directors who are not employees of the Company are compensated at the
rate of $1,500 per month. In addition, each nonemployee director receives $750
for each Board or Committee meeting attended, each Committee Chairman receives
$500 for each Committee meeting attended, and each Committee Secretary receives
$250 for each Committee meeting attended. Each nonemployee director has also
previously received options under the Company's 1988 Nonqualified Stock Option
Plan to purchase an aggregate of 50,000 shares of Common Stock at exercise
prices equal to the fair market value of the Company's Common Stock on the date
of grant, which options are generally exercisable in annual increments of 5,000
shares contingent upon the director's re-election to the Board. In addition,
subject to approval by shareholders, Messrs. Herbert, O'Connell and Steer have
each been granted a fully exercisable option to purchase 5,000 shares. In the
future, if the automatic grant formula proposed for adoption by shareholders is
approved by the shareholders, outside directors who do not hold a previously
granted option which has not fully vested will be automatically granted a 10,000
share option on election and upon each re-election as a director. No such
automatic grants will be made to current outside directors until the annual
meeting of shareholders in 1996. (See Proposal #3 below.)
<PAGE>
APPROVAL OF GRANTS OF OPTIONS AND INCREASE
IN RESERVED SHARES UNDER
1988 NONQUALIFIED STOCK OPTION PLAN
(Proposal #3)
Proposed Resolutions
General. The Board of Directors recommends the adoption of a four part
resolution in order to implement certain current and future grants of options to
outside directors of the Company under its 1988 Nonqualified Stock Option Plan
(the "Plan"): (1) to approve the grant of an option to purchase a total of
50,000 shares to director Lowell E. Sears (the "Sears Option"); (2) to approve
the grant of a one-time 5,000 share option to each of directors G. Arthur
Herbert, Howard V. O'Connell and Randolph C. Steer (the "Other Options"); (3) to
adopt an amendment to the Plan which would provide in the future for the
automatic grant to outside directors upon their election or re-election as a
director of an option to purchase 10,000 shares of the Company's Common Stock
(the "Future Automatic Grants"); and (4) increase by 200,000 the number of
shares reserved for issuance under the Plan (the "Increase in Shares Reserved
Under Plan").
Sears Option. On November 14, 1994 the Board of Directors elected
Lowell E. Sears as an additional director. For more than five years, prior to
April 1994, Mr. Sears was chief financial officer of Amgen Inc., a biotechnology
and pharmaceutical company. As an inducement to join the Company as a director,
the Board authorized, subject to shareholder approval, the grant to Mr. Sears of
a ten-year option to purchase 50,000 shares of the Company's Common Stock at a
price of $10.75 per share, the fair market value of a share on the date of
grant, such option to vest at the rate of 12,500 shares on each of the first
four anniversaries of his election as director provided that he continues to
serve as a director on such vesting date. The shareholders of the Company are
asked to approve the grant of this option to Mr. Sears as part of the resolution
regarding current and future grants of options.
Other Options. The second part of the resolution seeks shareholder
aproval of options granted to outside directors Herbert, O'Connell and Steer
each to purchase 5,000 shares of the Company's Common Stock at $13.50 per share,
the fair market value of a share on the July 1, 1995 date of grant. Such options
are fully exercisable on the date of grant, subject to shareholder approval of
the grant, and remain exercisable for a period of ten years. The reasons for the
proposal are to more fairly compensate such directors for their contributions to
the Company and to provide an incentive for continued high performance.
In 1991 the Board of Directors authorized and the shareholders of the
Company approved the granting to each of such three directors, who were at the
time the only outside directors of the Company, of options to purchase a total
of 25,000 shares of the Company's Common Stock at the fair market value of
$5.375 on the date of grant, each such option to become exercisable as to 5,000
shares on the optionee's re-election as a director in 1991 and each year through
1995. The Board feels that the number of shares has become inadequate in light
of the size and director oversight required of the Company and, therefore,
proposes to increase the total number for 1995 to 10,000 through seeking
approval of the Other Options and for future years through the Future Automatic
Grants described below.
<PAGE>
Future Automatic Grants. Part three of the resolution is approval of an
amendment to the Plan to provide in the future for certain automatic grants of
options upon the election and re-election of outside directors of the Company.
Each option would be to purchase 10,000 shares of the Company's Common Stock at
the fair market value of a share on the date of such election or re-election and
have a term of ten years. Such options will be fully exercisable on the date of
grant. In the event of the election of a new director by the Board between
shareholder meetings, the number of shares would be pro-rated for the number of
months until the next shareholder meeting. Such options would be granted only to
non-employee, outside directors who do not hold options previously granted which
have not fully vested. Therefore, no automatic options would be granted to
Messrs. Herbert, O'Connell or Steer, until and unless they are re-elected in
1996 and none would be granted to Mr. Sears until and unless he is re-elected in
1999. No new grants of options to outside directors who are serving on the
Compensation Committee at the time of grant or have served on such Committee
wihin the prior 12 months would be permitted under the Plan except through the
automatic grant provision. The shareholders of the Company are asked to approve
the automatic grant provision as a long-term formula for attracting and
retaining qualified outside directors.
Increase in Shares Reserved Under Plan. There are currently 205,000
shares of Common Stock reserved for issuance under the Plan, all of which are
subject to currently outstanding options. There has previously been issued under
the plan a total of 95,000 shares. In order to provide sufficient shares for
current and possible future grants to employees, consultants, directors and
others, the shareholders of the Company are asked to approve the reservation of
200,000 additional shares for issuance under the Plan.
Description of the Plan
General. A general description of the basic features of the Plan is
presented below, but this description is qualified in its entirety by reference
to the full text of the Plan, a copy of which may be obtained without charge
upon written request to the Company's President.
Purpose. The purpose of the Plan is to promote the success of the
Company by facilitating the employment and retention of competent personnel and
by furnishing incentive to directors, officers and employees upon whose efforts
the success of the Company will depend to a large degree.
Term. Options may be granted pursuant to the Plan until the Plan
is discontinued or terminated by the Board.
Administration. The Plan is administered by the Compensation Committee
of the Board of Directors (the "Committee"). The Plan gives broad powers to the
Committee to administer and interpret the Plan, including the authority to
select the key employees to be granted options and to prescribe the particular
form and conditions of each option (which may vary from optionee to optionee).
Eligibility. All key employees, including officers, of the Company or of
any subsidiary are eligible to receive options pursuant to the Plan. Directors
of the Company who are not otherwise employees may be granted options only if
such grants are approved by the shareholders of the Company. As of September 8,
1995, the Company had approximately 356 employees.
<PAGE>
Options. When an option is granted under the Plan the Committee at its
discretion specifies the option price and the number of shares of Common Stock
which may be purchased upon exercise of the option. Unless otherwise determined
by the Board, the option price may not be less than 100% of the fair market
value of the Company's Common Stock on the date of grant. The market value of
the Company's Common Stock on September 8, 1995 was $19.875.
The term during which the option may be exercised and whether the
option will be exercisable immediately, in stages or otherwise are set by the
Committee, but the option term may not exceed ten years from the date of grant.
Each option granted under the Plan is nontransferable during the lifetime of the
optionee. Each outstanding option under the Plan will terminate earlier than its
stated expiration date in the event of the optionee's termination of employment
or directorship.
The Committee may impose additional or alternative conditions and
restrictions on the options granted under the Plan.
Amendment. The Board of Directors or the Committee may from time to
time suspend or discontinue the Plan or revise or amend it in any respect;
provided, that no such revision or amendment may impair the terms and conditions
of any outstanding option to the material detriment of the optionee without the
consent of the optionee except as authorized in the event of a sale, merger,
consolidation or liquidation of the Company.
Federal Income Tax Consequences of the Plan. An optionee will not
realize any taxable income on the date an option is granted to the optionee
pursuant to the Plan. Upon exercise of the option, however, the optionee will
realize, in the year of exercise, ordinary income to the extent of the
difference between the option price and the fair market value of the Company's
Common Stock on the date of exercise. Upon the sale of the shares, any resulting
gain or loss will be treated as capital gain or loss. The Company will receive a
deduction in its fiscal year in which options are exercised, equal to the amount
of compensation required to be included as ordinary income by those optionees
exercising options.
Plan Benefits
The table below shows the total number of stock options that have been
received by the following individuals and groups under the Plan:
<PAGE>
1988 Nonqualified Stock Option Plan
Total Number of
Name and Position/Group Options Received (1)
Thomas E. Oland
Chairman of the Board and President -0-
Roger C. Lucas
Vice Chairman and Senior Scientific Advisor 120,000
Thomas C. Detwiler -0-
Monica Tsang -0-
James A. Weatherbee -0-
Current Executive Officer Group (7 persons) 120,000
Current Non-Executive Officer Director Group 215,000(2)
(4 persons)
Current Non-Executive Officer Employee Group -0-
(1) This table reflects the total stock options granted without taking into
account exercises or cancellations. Because future grants of stock options
are subject to the discretion of the Compensation Committee, the future
benefits that may be received by these individuals or groups under the Plan
cannot be determined at this time, except for the automatic grants of
10,000 share options to outside directors as described above under "Future
Automatic Grants."
(2) Includes 50,000 share option granted to Lowell E. Sears and 5,000 share
options granted to Messrs. Herbert, O'Connell and Steer subject to approval
of such grants by the shareholders at the Annual Meeting. See "Sears
Option" and "Other Options" above.
Vote Required
The Board of Directors recommends that the shareholders adopt the
resolutions to approve the option grants and the increase in the number of
shares reserved under the 1988 Nonqualified Stock Option Plan. Approval of such
resolutions requires the affirmative vote of the greater of (i) a majority of
the shares represented at the meeting with authority to vote on such matter or
(ii) a majority of the voting power of the minimum number of shares that would
constitute a quorum for the transaction of business at the meeting.
<PAGE>
EXECUTIVE COMPENSATION
Compensation Committee Report on Executive Compensation
Compensation Committee Interlocks and Insider Participation. The
Compensation Committee of the Board of Directors of the Company is composed of
directors G. Arthur Herbert, Howard V. O'Connell and Randolph C. Steer, M.D.
None of the members of the Committee is or ever has been an employee or officer
of the Company and none are affiliated with any entity other than the Company
with which an executive officer of the Company is affiliated.
Overview and Philosophy. The Company's executive compensation program
is comprised of base salaries, annual performance bonuses, long-term incentive
compensation in the form of stock options, and various benefits, including the
Company's profit sharing and savings plan in which all qualified employees of
the Company participate. In addition, the Compensation Committee from time to
time may award special cash bonuses or stock options related to non-recurring,
extraordinary performance.
The Compensation Committee has followed a policy of paying annual base
salaries which are on the moderate side of being competitive in its industry and
of awarding bonuses based on achievement of specific revenue, profit and
non-monetary goals. If the goals are achieved, the officer receives an option to
purchase a number of shares with a fair market value on date of grant equal to
20% of the officer's base salary and receives, at the election of the officer,
either a cash bonus equal to 20% of base salary or an additional option to
purchase a number of shares with a fair market value on date of grant equal to
170% of the cash bonus alternative. Bonuses are awarded on a prorated basis if
between 85% and 100% of the specific revenue and profit goals are achieved. The
goals are established annually by the Compensation Committee or President of the
Company.
The Company is in the process of entering into formal three-year
employment agreements with its full-time executive officers. See "Employment
Contracts and Change in Control Arrangements" below. The agreements provide for
base salaries subject to annual review, bonuses as described above, benefits as
provided to all employees and severance compensation in an amount equal to one
month's base salary for each year of employment with the Company in the event
that the officer's employment is terminated without cause or in connection with
a sale or merger of the Company.
Compensation in 1995. During Fiscal 1995, the Company implemented a
strategic management reorganization. The Company had operated since the
beginning of the fiscal year with two executive officer, its President and Chief
Executive Officer, Thomas E. Oland, and its Executive Vice President, Dr. Roger
C. Lucas. In March 1995, the Company acceded to the wishes of Dr. Lucas to plan
for his retirement on June 30, 1997 and entered into an agreement with him
whereby he would resign as an officer of the Company as of June 30, 1995 and
reduce his time commitment to the Company but for a two-year period continue as
a director and part-time employee of the Company. Simultaneously the Company
elected five new executive officers, all persons who previously were heads of
departments of the Company. As of July 1, 1995, Dr. Lucas and the Company
determined that greater efforts and involvement by him in the Company's affairs
would be required than was contemplated in March. They, therefore, entered into
a supplemental agreement under which Dr. Lucas has been elected Vice Chairman
and Senior Scientific Advisor to the Board of Directors, his time commitment to
the Company has increased and he has accepted responsibility for the
investigation and development of new business opportunities for the Company.
<PAGE>
In fiscal 1995, the Compensation Committee maintained its principal
compensation policies and made adjustments in base salaries to reflect
competitive industry and individual performance factors. Base salaries for 1995
for each officer were adjusted in reference to individual factors. Mr. Oland's
base salary was increased from $159,000 in fiscal 1994 to $165,000 in fiscal
1995 in recognition of his management performance and the Company's increases in
revenues and earnings. Dr. Lucas' base salary was increased from $192,500 in
fiscal 1994 to $200,000 in fiscal 1995 based on industry norms and the
impressive growth of the Company's Biotechnology Division.
The Committee at the beginning of fiscal 1995 established performance
criteria based principally on growth in revenues and earnings which, if met,
would permit each officer to earn a bonus. All performance criteria were
achieved in fiscal 1995. Mr. Oland elected to waive the bonus which he had
earned. Dr. Lucas received a cash bonus of $80,000 and an option to purchase
25,000 shares of the Company's Common Stock at $13.50 per share.
General. The Company provides medical and insurance benefits to its
executive officers which are generally available to all Company employees. The
Company has a profit sharing and savings plan in which all qualified employees,
including the executive officers, participate. In each of the past three fiscal
years the Company has contributed to the plan an amount equal to approximately
9% to 10% of gross wages. One half of the assets of the plan have been invested
in Common Stock of the Company. The amount of perquisites allowed to executive
officers, as determined in accordance with rules of the Securities and Exchange
Commission, did not exceed 10% of salary in fiscal 1995.
Chief Executive Officer Compensation. Thomas E. Oland served as the
Company's Chief Executive Officer in fiscal 1995. His compensation was
determined in accordance with the policies described above as applicable to all
executive officers. His base salary was increased from $159,000 in fiscal 1994
to $165,000 in fiscal 1995 in light of the Company's 16% increase in net
earnings from 1993 to 1994. For fiscal 1995 performance he earned but waived a
bonus consisting of a stock option and cash. He is eligible for a bonus in
fiscal 1996 in accordance with criteria established by the Compensation
Committee which are based 80% on the Company's achievement of revenue and profit
goals and 20% on intangible factors. The Compensation Committee determined that
in fiscal 1996 it would conduct a mid-year review of the Chief Executive
Officer's compensation and incentive package.
Summary. Aggregate executive compensation decreased moderately in
fiscal 1994 because certain executive officers elected to waive bonuses which
they had earned. The Compensation Committee intends to continue its policy of
paying relatively moderate base salaries, basing bonuses on specific revenue and
profit goals and granting options to provide long-term incentive.
G. Arthur Herbert
Howard V. O'Connell
Randolph C. Steer, M.D.
Members of the
Compensation Committee
<PAGE>
Employment Contracts and Change in Control Arrangements
On March 16, 1995, the Company terminated its prior employment
agreement with Dr. Roger C. Lucas, a director of the Company and formerly its
Executive Vice President, Secretary and Chief Scientific Officer. The Company
agreed to plan for Dr. Lucas' retirement on June 30, 1997 by accepting his
resignation as an officer of the Company effective as of June 30, 1995 but
retaining his services for the additional two year period as a director and
part-time employee. The Company agreed to continue for the two year period to
pay his annual base salary of $200,000, to pay the cash bonus of $80,000 and
issue the option on 25,000 shares of Common Stock for which he was eligible for
fiscal 1995, to pay for accrued, unused vacation time and to continue to provide
him with health and insurance benefits for the term of the agreement unless he
becomes a participant in similar plans elsewhere. The agreement did not
materially alter the terms or applicability of a confidentiality and
non-competition agreement between the Company and Dr. Lucas dated May 28, 1981
whereby Dr. Lucas is prohibited from competing with the Company for a period of
two years following his termination of employment by the Company.
As of July 1, 1995, the Company and Dr. Lucas determined that greater
efforts and involvement by him in the Company's affairs would be required than
was contemplated by the March agreement. They, therefore, entered into a
supplemental agreement pursuant to which Dr. Lucas has been elected Vice
Chairman and Senior Scientific Advisor to the Board of Directors, will spend
approximately 50% of his time as an employee of the Company and is responsible
for the investigation and development of new business opportunities for the
Company. Under the terms of the supplemental agreement, the Company is to
continue to pay Dr. Lucas his annual base salary of $200,000 and has issued to
Dr. Lucas, subject to shareholder approval, an option to purchase an aggregate
of 50,000 shares of the Company's Common Stock at $13.50 per share (fair market
value on the July 1, 1995 date of grant), such option to vest as to 12,500
shares on June 30 of each of 1996, 1997, 1998 and 1999 provided that he
continues to be employed under the terms of the supplemental agreement on such
vesting dates. The supplemental agreement is terminable by either party with or
without cause on 30 days notice. Upon termination of the supplemental agreement,
the parties will revert to the March 1995 agreement with the exception that the
original two-year term of such agreement will be reduced by one month for every
two months which Dr. Lucas has worked under the supplemental agreement.
The Company is in the process of entering into formal three-year
employment agreements with each of its full-time executive officers with the
exception of the President and Chief Executive Officer, with whom the Company
has an oral understanding. The agreements provide for base salaries subject to
annual review, bonuses as described in the Compensation Committee Report
contained in this proxy statement, benefits as provided to all employees and
severance compensation in an amount equal to one month's base salary for each
year of employment by the Company in the event that the officer's employment is
terminated without cause or in connection with a sale or merger of the Company.
Base salaries for fiscal 1996 for the executive officers named in the Summary
Compensation Table are as follows: T. Oland - $175,000; R. Lucas - $200,000; M.
Tsang - $124,000; J. Weatherbee - $124,000; and T. Detwiler - $149,864. Each of
such officers is also subject to a confidentiality and non-competition agreement
which prohibits competition with the Company for a period of two years following
termination of employment with the Company.
<PAGE>
Summary Compensation Table
The following table sets forth certain information regarding
compensation paid during each of the Company's last three fiscal years to the
Company's President (who serves as chief executive officer) and to the Company's
other executive officers) whose salary and bonus for fiscal 1995 exceeded
$100,000.
<TABLE>
<CAPTION>
Long Term Compensation
---------------------------------
Awards Payouts
Annual Compensation
-------------------------------------
Restricted LTIP All Other
Name and Fiscal Stock Options Payouts Compen-
Principal Position Year Salary ($) Bonus ($) Other Awards($) /SARs (#) ($) sation ($)
------------------ ------ ---------- --------- ----- ---------- --------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Thomas E. Oland, 1995 165,000 -0- None None 0 None 17,463(1)
Chairman of the Board 1994 159,000 -0- None None 667 None 26,999(1)
and President 1993 150,000 50,000 None None 5,610 None 28,984(1)
Roger C. Lucas, 1995 200,000 80,000 None None 45,000 None 20,168(2)
Former Executive Vice 1994 192,500 77,000 None None 15,000 None 32,657(2)
President 1993 175,000 90,000 None None 29,537 None 30,651(2)
Monica Tsang, 1995 135,200 25,000 None None 15,000 None 8,732(3)
Vice President - 1994 100,500 -0- None None 0 None 13,005(3)
Research 1993 87,000 -0- None None 0 None 10,984(3)
James A. Weatherbee, 1995 135,200 25,000 None None 15,000 None 8,732(4)
Vice President and 1994 100,600 -0- None None 0 None 13,010(4)
Chief Scientific Officer 1993 87,200 -0- None None 0 None 11,011(4)
Thomas C. Detwiler, 1995 147,000 -0- None None 0 None 17,463(5)
Vice President - 1994 140,000 56,000 None None 25,000 None -0-
Scientific and 1993 N/A N/A N/A N/A N/A N/A N/A (5)
Regulatory Affairs
</TABLE>
(1) Amount reflects Company contributions to Profit Sharing and Savings
Plan (as to one-half) and Stock Bonus Plan (as to one-half), the latter
consisting of 610, 1,103 and 958 shares in fiscal 1995, 1994 and 1993,
respectively.
(2) Amount reflects life insurance premiums of $2,705, $2,150 and $1,667 in
fiscal 1995, 1994 and 1993, respectively. Of the remainder, one-half
reflects Company contributions to Profit Sharing and Savings Plan and
one-half reflects Company contributions to Stock Bonus Plan, consisting
of 610, 1,247 and 958 shares in fiscal 1995, 1994 and 1993,
respectively.
(3) Amount reflects Company contributions to Profit Sharing and Savings
Plan (as to one-half) and Stock Bonus Plan (as to one-half), the latter
consisting of 305, 531 and 363 shares in fiscal 1995, 1994 and 1993,
respectively.
(4) Amount reflects Company contributions to Profit Sharing and Savings
Plan (as to one-half) and Stock Bonus Plan (as to one-half), the latter
consisting of 305, 532 and 364 shares in fiscal 1995, 1994 and 1993,
respectively.
(5) Amount for 1995 reflects Company contributions to Profit Sharing and
Savings Plan (as to one-half) and Stock Bonus Plan (as to one-half), the
latter consisting of 610 shares. Dr. Detwiler's employment with the Company
began in fiscal 1994.
<PAGE>
Option/SAR Grants During 1995 Fiscal Year
The following table provides information related to options granted to
the named executive officers during fiscal 1995. The Company has not granted any
stock appreciation rights.
<TABLE>
<CAPTION>
Individual Grants Potential Realizable
------------------------------------------------------ Value at Assumed
Annual Rates of Stock
Price Appreciation for
Option Term
----------------------
Percent of Total
Options/SARs
Options/SARs Granted to Exercise or
Granted Employees Base Price Expiration
Name (#) in Fiscal Year ($/Sh) Date 5% ($) 10% ($)
------------------- -------- -------------- ----------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Thomas E. Oland -0- -- -- -- -- --
Roger C. Lucas 20,000(1) 21.1% $ 8.875 8/04/01 $ 72,260 $168,397
25,000(1) 26.3% $ 13.50 6/30/05 $137,396 $320,192
Monica Tsang 15,000(1) 15.8% $ 11.25 10/20/01 $ 68,698 $160,096
James A. Weatherbee 15,000(1) 15.8% $ 11.25 10/20/01 $ 68,698 $160,096
Thomas C. Detwiler -0- -- -- -- -- --
</TABLE>
(1) Such options became exercisable immediately upon grant.
Option/SAR Exercises During 1995 Fiscal
Year and Fiscal Year End Option/SAR Values
The following table provides information related to options exercised
by the named executive officers during the 1995 fiscal year and the number and
value of options held at fiscal year end.
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
Shares FY-End (#) FY-End ($)(1)
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
---- ------------ ------------ ---------------- -------------
<S> <C> <C> <C> <C>
Thomas E. Oland -0- -0- 66,277/0 405,184/0
Roger C. Lucas -0- -0- 134,813/14,724 494,994/49,694
Monica Tsang -0- -0- 25,000/0 76,250/0
James A. Weatherbee -0- -0- 25,000/0 76,250/0
Thomas C. Detwiler -0- -0- 7,500/17,500 0/0
</TABLE>
<PAGE>
(1) Based on the difference between $13.50 (the closing price of the Company's
Common Stock on June 30, 1995 as reported by Nasdaq) and the option exercise
price.
Stock Performance Chart
The following chart compares the cumulative total shareholder return on
the Company's Common Stock with S&P Midcap 400 Index and the S&P Midcap Biotech
Index. The comparison assumes $100 was invested on June 30, 1990 in the
Company's Common Stock and in each of the foregoing indices and assumes
reinvestment of dividends.
<TABLE>
<CAPTION>
Indexed Returns
Years Ending
-----------------------
Company/Index June 90 June 91 June 92 June 93 June 94 June 95
------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Techne Corporation 100.00 257.14 342.86 561.90 400.00 514.29
S&P Midcap 400 Index 100.00 112.84 133.77 164.13 164.03 200.68
S&P Midcap Biotech Index 100.00 135.55 113.14 121.85 103.38 159.30
</TABLE>
INDEPENDENT AUDITORS
Deloitte & Touche LLP acted as the Company's independent auditors for
the 1995 fiscal year. The Company has not selected its independent auditors for
the current fiscal year ending June 30, 1996.
A representative of Deloitte & Touche LLP is expected to be present at
the shareholders' meeting, will have the opportunity to make any desired
comments, and will be available to respond to appropriate questions.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than 10
percent of the Company's Common Stock, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Officers, directors,
and greater than 10 percent shareholders ("Insiders") are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based on a review of the copies of such
reports furnished to the Company, during the fiscal year ended June 30, 1995,
all Section 16(a) filing requirements applicable to Insiders were complied with
except that one Form 4 covering two transactions was filed late by Randolph C.
Steer, M.D.
<PAGE>
SHAREHOLDER PROPOSALS
Any appropriate proposal submitted by a shareholder of the Company and
intended to be presented at the 1995 Annual Meeting must be received by the
Company at its offices by May 22, 1996, to be considered for inclusion in the
Company's proxy statement and related proxy for the 1996 Annual Meeting.
OTHER BUSINESS
The Board of Directors knows of no other matters to be presented at the
meeting. If any other matter does properly come before the meeting, the
appointees named in the Proxies will vote the Proxies in accordance with their
best judgment.
ANNUAL REPORT
A copy of the Company's Annual Report to Shareholders for the fiscal
year ended June 30, 1995, including financial statements, accompanies this
Notice of Annual Meeting and Proxy Statement. No portion of the Annual Report is
incorporated herein or is to be considered proxy soliciting material.
THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON
FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 30, 1995, TO ANY SHAREHOLDER OF THE
COMPANY UPON WRITTEN REQUEST. REQUESTS SHOULD BE SENT TO PRESIDENT, TECHNE
CORPORATION, 614 MCKINLEY PLACE N.E., MINNEAPOLIS, MINNESOTA 55413.
Dated: September 20, 1995
Minneapolis, Minnesota
<PAGE>
TECHNE CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints THOMAS E. OLAND and ROGER C. LUCAS, or either of
them acting alone, with full power of substitution, as proxies to represent and
vote, as designated below, all shares of Common Stock of Techne Corporation
registered in the name of the undersigned, at the Annual Meeting of the
Shareholders to be held on Thursday, October 19, 1995, at 3:30 p.m., Minneapolis
Time, at the Sheraton Minneapolis Metrodome Hotel, 1330 Industrial Boulevard at
35W North, Minneapolis, Minnesota, and at all adjournments of such meeting. The
undersigned hereby revokes all proxies previously granted with respect to such
meeting.
The Board of Directors recommends that you vote "FOR" the following proposals:
(1) SET NUMBER OF DIRECTORS AT SIX:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(2) ELECT DIRECTORS: Nominees: Thomas E. Oland, Roger C. Lucas, Howard V.
O'Connell, G. Arthur Herbert, Randolph C. Steer, M.D., and Lowell E. Sears.
[ ] FOR all Nominees listed above [ ] WITHOUT AUTHORITY
(except those whose names have to vote for all nominees
been written on the line below) listed above
(To withhold authority to vote for any nominee, write that nominee's
name on the line below.)
(3) APPRO1VE OPTION GRANTS TO OUTSIDE DIRECTORS AND 200,000 SHARE INCREASE
IN NUMBER OF SHARES RESERVED UNDER 1988 NONQUALIFIED STOCK OPTION PLAN:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(4) OTHER MATTERS. In their discretion, the appointed proxies are authorized to
vote upon such others business as may properly come before the Meeting or
any adjournment.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN FOR A PARTICULAR PROPOSAL, WILL BE VOTED FOR SUCH PROPOSAL.
Date , 1995.
PLEASE DATE AND SIGN ABOVE exactly as name appears at the
left, indicating, where appropriate, official position or
representative capacity. If stock is held in joint tenancy,
each joint owner should sign.
<PAGE>
