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 ss.240.14a-11(c) or ss.240.14a-12
Techne Corporation
(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(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:
[ ] 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:
4) Date Filed:
<PAGE>
TECHNE CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held
October 24, 1996
The annual meeting of shareholders of Techne Corporation will be held
at the offices of the Company, 614 McKinley Place N.E., Minneapolis, Minnesota,
on Thursday, October 24, 1996, at 3:30 p.m. (Minneapolis Time), for the
following purposes:
1. To set the number of members of the Board of Directors at seven (7).
2. To elect directors of the Company for the ensuing year.
3. 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 13, 1996, 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 24, 1996
Minneapolis, Minnesota
<PAGE>
TECHNE CORPORATION
PROXY STATEMENT
for
Annual Meeting of Shareholders
to be held October 24, 1996
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 24, 1996, 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
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<PAGE>
related Proxy and Notice of Annual Meeting will first be mailed to shareholders
on or about September 24, 1996.
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed September 13, 1996, 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 13, 1996, 9,496,728
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 13, 1996:
Amount and
Name and Address Nature of Shares Percent
of Beneficial Owner Beneficially Owned(1) of Class(2)
Kopp Investment Advisors, Inc. 1,447,536(3) 15.2%
6600 France Avenue So.
Edina, Minnesota 55435
D. F. Dent & Co. 565,624 6.0%
2 East Read St.
Baltimore, Maryland 21202
Amgen Inc. 535,947 5.6%
1840 DeHavilland Drive
Thousand Oaks, California 91320
Wasatch Advisors, Inc. 516,730 5.4%
68 S. Main Street
Salt Lake City, Utah 84101
Thomas E. Oland 368,960(4)(5) 3.9%
614 McKinley Place N.E.
Minneapolis, Minnesota 55413
- 2 -
<PAGE>
Roger C. Lucas 222,666(4)(6) 2.3%
41 E. Pleasant Lake Dr.
North Oaks, Minnesota 55127
Peter R. Peterson 529,140(7) 5.6%
6111 Blue Circle Drive
Minnetonka, Minnesota 55343
(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 13, 1996, 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 287,599 shares (3.0% 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 71,777 shares subject to stock options which are exercisable
as of September 13, 1996, or will become exercisable within 60 days of
such date.
(6) Includes 10,000 shares subject to stock options which are exercisable
as of September 13, 1996, 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 13, 1996, by each executive officer of
the Company named
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<PAGE>
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:
Name of Director Number of Shares Percent
or Identity Group Beneficially Owned(1) of Class(2)
Thomas E. Oland 368,960(3) 3.9%
Roger C. Lucas 222,666(4) 2.3%
Howard V. O'Connell 61,820(5)(6) *
James A. Weatherbee 59,252(7) *
Monica Tsang 55,670(8) *
G. Arthur Herbert 46,355(5)(6) *
Thomas C. Detwiler 30,000(9) *
Lowell E. Sears 12,600(5)(10) *
Gerald J. Allen 11,000(11) *
Christopher S. Henney 7,500(5)(12) *
Randolph C. Steer, M.D. 5,000(5)(6) *
Officers and directors
as a group (12 persons) 1,193,422(13) 12.6%
* 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 13, 1996 or will become exercisable within 60 days of such
date. Does not include option to purchase 10,000 shares which will be
granted on and will become exercisable as of the date of the Annual
Meeting.
(7) Includes 40,000 shares subject to stock options which are exercisable
as of September 13, 1996, or will become exercisable within 60 days of
such date. Does not include the shares beneficially owned by Monica
Tsang, Dr. Weatherbee's wife.
(8) Includes 40,000 shares subject to stock options which are exercisable
as of September 13, 1996, 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.
- 4 -
<PAGE>
(9) Includes 30,000 shares subject to options which are exercisable as of
September 13, 1996 or will become exercisable within 60 days of such
date.
(10) Includes 12,500 shares subject to options which are exercisable as of
September 13, 1996 or will become exercisable within 60 days of such
date.
(11) Includes 11,000 shares subject to options which are exercisable as of
September 13, 1996 or will become exercisable within 60 days of such
date.
(12) Includes 7,500 shares subject to options which are exercisable as of
September 13, 1996 or will become exercisable within 60 days of such
date. Does not include option to purchase 10,000 shares which will be
granted on and will become exercisable as of the date of the Annual
Meeting.
(13) Includes 646,046 shares held directly by officers, directors and their
associates, 287,599 shares held by the Stock Bonus Plan and 259,777
shares which may be purchased pursuant to options which are
exercisable as of September 13, 1996 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 seven. Under applicable
Minnesota law, approval of the proposal to set the number of directors at seven,
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.
- 5 -
<PAGE>
<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 55 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 53 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. 66 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 70 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. Director of
Autonomous Technologies
Corporation.
</TABLE>
- 6 -
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Randolph C. Steer, 46 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 43 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 Pharmaceuticals, Inc.
and CoCensys, Inc.
Christopher S. 55 Director Chief Executive Officer of 1996
Henney Activated Cell Therapy,
Inc., a
biotechnology
company,
since
April
1995.
Executive
Vice
President
of ICOS
Corporation,
a
biotechnology
company,
from April
1990 to
April
1995.
</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, Steer and Sears) 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 three times during fiscal
1996. The Compensation Committee, whose members are Messrs. Herbert, O'Connell
and Steer, recommends compensation for officers of the Company. The
- 7 -
<PAGE>
Compensation Committee met four times during fiscal year 1996. The Board does
not have a nominating committee.
During fiscal 1996, the Board held four 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. Each nonemployee director also 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. In addition, outside directors who do not hold a
previously granted option which has not fully vested are automatically granted a
10,000 share option on election and upon each re-election as a director.
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.
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<PAGE>
The Company has formal employment agreements with a majority of 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 1996. During fiscal 1996, the Company maintained its
principal compensation policies and made adjustments in base salaries to reflect
competitive industry and individual performance factors. The Committee, at the
beginning of fiscal 1996, established performance criteria for officers based
70% on growth in revenues and earnings and, working through the Company's Chief
Executive Officer, 30% on individual goals which, if met, would permit each
officer to earn a cash bonus and additional stock options. The Company achieved
record revenues and earnings. On the basis of performance against the criteria
established, the Committee at the close of fiscal 1996 awarded the bonuses and
stock options indicated in the table below under "Summary Compensation Table".
In February of 1996 the Compensation Committee agreed with Dr. Roger C.
Lucas, Vice Chairman of the Company, to cancel a July 1, 1995 supplement to his
employment agreement with the Company and to return to the original agreement
which provides for his employment on a part-time basis through June of 1997 at a
compensation rate of $200,000 per year. In connection with that action, the
Committee and Dr. Lucas also agreed to reduce from 50,000 shares to 20,000
shares a previously granted option to purchase Common Stock of the Company at
$13.50 per share. The option vested as to 10,000 shares on June 20, 1996, will
vest as to 10,000 shares on June 30, 1997, expires July 1, 2005 and is
contingent on his continued services as employee, consultant or director of the
Company. The changes in the arrangements with Dr. Lucas were made to reflect his
role in the management of the Company and its strategic growth.
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 1996.
Chief Executive Officer Compensation. Thomas E. Oland served as the
Company's Chief Executive Officer in fiscal 1996. His compensation was
determined in accordance with the policies described above as applicable to all
executive officers. His base salary was increased from $165,000 in fiscal 1995
to $175,000 in fiscal 1996 in light of the Company's increase in revenues and
earnings. For fiscal 1996 performance he earned but waived a cash bonus. He is
eligible for a bonus in fiscal 1997 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.
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<PAGE>
In February of 1996 the Compensation Committee, in connection with the
Board's long-term strategic planning for the Company, adopted a substantial,
long-term incentive for Mr. Oland in the form of options to purchase an
aggregate of 100,000 shares of the Common Stock of the Company at $18.125 per
share, the fair market value on the date of grant. The options are contingent on
continued employment by the Company and vest on the following schedule:
1996-5,500, 1997-5,500, 1998-5,500, 1999-5,500, 2000-72,500 and 2001-5,500. The
options will expire ten years from the date of grant. The Committee believes
that the options create an appropriate incentive for the Company's Chief
Executive Officer which align his interests with those of shareholders for the
long-term.
Summary. Aggregate executive compensation increased moderately in fiscal
1996 because the Company achieved record revenues and earnings and individual
officers achieved performance goals. 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
Employment Contracts and Change in Control in Arrangements
The Company has entered into formal three-year employment agreements
expiring June 30, 1998 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, and Gerald J. Allen, the Vice President-Diagnostics,
with whom the Company is currently negotiating a new agreement. 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 1997 for the executive
officers named in the Summary Compensation Table are as follows: T. Oland -
$180,000; M. Tsang - $136,000; J. Weatherbee - $136,000; T. Detwiler - $149,864;
and G. Allen - $112,000. 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. As noted above in the Compensation Committee Report, in 1996 the
Company revised its agreements with its Vice Chairman, Dr. Roger C. Lucas, who
is no longer considered to be an executive officer. Pursuant to such agreements
Dr. Lucas will be paid $200,000 for fiscal 1997 and he is subject to a
non-competition agreement for two years following any termination of employment
with the Company.
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<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 1996 exceeded $100,000.
<TABLE>
<CAPTION>
Long Term Compensation
Awards Payouts
Annual Compensation
Securities
Restricted Underlying LTIP All Other
Name and Fiscal Stock Options Payouts Compen-
Principal Position Year Salary ($) Bonus ($) Other Awards($) /SARs (#) ($) sation ($)
- ------------------ ------ ---------- --------- ----- ---------- --------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Thomas E. Oland, 1996 175,000 -0- None None 100,000 None 17,711(1)
Chairman of the Board 1995 165,000 -0- None None 0 None 17,463(1)
and President 1994 159,000 -0- None None 667 None 26,999(1)
Monica Tsang, 1996 124,000 24,800 None None 15,000 None 8,855(2)
Vice President - 1995 110,200 25,000 None None 15,000 None 8,732(2)
Research 1994 100,500 -0- None None 0 None 13,005(2)
James A. Weatherbee, 1996 124,000 24,800 None None 15,000 None 8,855(3)
Vice President and 1995 110,200 25,000 None None 15,000 None 8,732(3)
Chief Scientific Officer 1994 100,600 -0- None None 0 None 13,010(3)
Thomas C. Detwiler, 1996 150,000 21,000 None None 5,000 None 17,695(4)
Vice President - 1995 147,000 -0- None None 0 None 17,463(4)
Scientific and 1994 140,000 56,000 None None 25,000 None -0-
Regulatory Affairs
Gerald J. Allen, 1996 104,000 19,800 None None 5,000 None 12,242(5)
Vice President - 1995 95,800 -0- None None 0 None 5,579(5)
Diagnostics 1994 76,000 50,000 None None 15,000 None -0-
</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 366, 610 and 1,103 shares in fiscal 1996, 1995 and 1994,
respectively.
(2) 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 183, 305 and 531 shares in fiscal 1996, 1995 and 1994,
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 183, 305 and 532 shares in fiscal 1996, 1995 and 1994,
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 366 and 610 shares in fiscal 1996 and 1995, respectively.
(5) Amounts 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 253 and 195 shares in fiscal 1996 and 1995, respectively.
- 11 -
<PAGE>
Option/SAR Grants During 1996 Fiscal Year
The following table provides information related to options granted to the
named executive officers during fiscal 1996. 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
Number of
Securities Percent of Total
Underlying Options/SARs
Options/SARs Granted to Exercise or
Name Granted Employees Base Price Expiration
(#) in Fiscal Year ($/Sh) Date 5% ($) 10% ($)
----------------- --------------- -------- ----------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Thomas E. Oland 33,000(1) 16.8% $18.125 2/01/06 $376,158 $ 953,257
67,000(2) 34.0% $18.125 2/01/06 $763,713 $1,935,401
Monica Tsang 15,000(3) 7.6% $13.50 6/30/02 $ 82,438 $ 192,115
James A. Weatherbee 15,000(3) 7.6% $13.50 6/30/02 $ 82,438 $ 192,115
Thomas C. Detwiler 5,000(3) 2.5% $13.50 6/30/02 $ 27,479 $ 64,038
Gerald J. Allen 5,000(3) 2.5% $13.50 6/30/02 $ 27,479 $ 64,038
</TABLE>
(1) Such option is an incentive stock option becoming exercisable as to
5,500 shares per year commencing February 2, 1996.
(2) Such option is a nonqualified option becoming exercisable in full
on June 30, 2000.
(3) Such options are incentive stock options and became exercisable
July 1, 1996.
Option/SAR Exercises During 1996 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 1996 fiscal year and the number and
value of options held at fiscal year end.
<TABLE>
<CAPTION>
Number of Securities
Underlying Value of
Unexercised Unexercised
Options/SARs In-the-Money
at FY-End (#) Options/SARs at
Shares Exercisable/ FY-End ($)(1)
Acquired on Value Unexercisable Exercisable/
Name Exercise (#) Realized ($)(1) ------------- Unexercisable
- ---- ------------ ------------ -------------
<S> <C> <C> <C> <C>
Thomas E. Oland -0- -0- 71,777/94,500 1,509,234/1,051,313
Monica Tsang -0- -0- 25,000/15,000 470,000/236,250
James A. Weatherbee -0- -0- 25,000/15,000 470,000/236,250
Thomas C. Detwiler -0- -0- 15,000/15,000 214,680/221,870
Gerald J. Allen 3,000 $51,000 3,000/14,000 50,250/229,500
</TABLE>
(1) Based on the difference between the closing price of the Company's Common
Stock as reported by Nasdaq on the date of exercise or at fiscal year end, as
the case may be, and the option exercise price.
- 12 -
<PAGE>
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
Biotechnology Index. The comparison assumes $100 was invested on June 30, 1991
in the Company's Common Stock and in each of the foregoing indices and assumes
reinvestment of dividends.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
INDEXED RETURNS
Years Ending
<S> <C> <C> <C> <C> <C> <C>
Company / Index Jun 91 Jun 92 Jun 93 Jun 94 Jun 95 Jun 96
- ------------------------------
Techne Corp 100 133.33 218.52 155.56 200.00 433.33
S&P MidCap Biotechnology Index 100 83.46 89.89 76.26 117.50 172.06
S&P MidCap 400 Index 100 118.56 145.46 145.37 177.85 216.24
============================================================================================================================
</TABLE>
INDEPENDENT AUDITORS
Deloitte & Touche LLP acted as the Company's independent auditors for the
1996 fiscal year. The Company has not selected its independent auditors for the
current fiscal year ending June 30, 1997.
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
- 13 -
<PAGE>
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, 1996, all
Section 16(a) filing requirements applicable to Insiders were complied with
except by Mr. Henney, who did not file a timely report on Form 3, Mr. Lucas, who
did not timely file reports of four stock sales and four option exercises, and
by Mr. Oland, who did not timely file a report of an option grant.
SHAREHOLDER PROPOSALS
Any appropriate proposal submitted by a shareholder of the Company and
intended to be presented at the 1997 Annual Meeting must be received by the
Company at its offices by May 26, 1997, to be considered for inclusion in the
Company's proxy statement and related proxy for the 1997 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, 1996, 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, 1996, 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 24, 1996
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 24, 1996, at 3:30 p.m., Minneapolis
Time, at the offices of the Company, 614 McKinley Place N.E., 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 SEVEN:
[ ] 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.,
Lowell E. Sears and Christopher S. Henney.
[ ] FOR all Nominees listed above [ ] WITHOUT AUTHORITY to
(except those whose names have 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) 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_________________, 1996
--------------------------------------------
--------------------------------------------
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.
