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
(as permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] 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] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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 23, 1997
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 23, 1997, 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 approve the Company's 1997 Incentive Stock Option 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 15, 1997, 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 22, 1997
Minneapolis, Minnesota
<PAGE>
TECHNE CORPORATION
PROXY STATEMENT
for
Annual Meeting of Shareholders
to be held October 23, 1997
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 23, 1997, 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 related Proxy and Notice of Annual Meeting will first be
mailed to shareholders on or about September 22, 1997.
<PAGE>
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed September 15, 1997, 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 15, 1997, 9,427,728
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 15, 1997:
Amount and
Name and Address Nature of Shares Percent
of Beneficial Owner Beneficially Owned(1) of Class(2)
Kopp Investment Advisors, Inc. 1,483,470(3) 15.7%
6600 France Avenue So.
Edina, Minnesota 55435
D. F. Dent & Co. 649,324 6.9%
2 East Read St.
Baltimore, Maryland 21202
Wasatch Advisors, Inc. 551,505 5.8%
68 S. Main Street
Salt Lake City, Utah 84101
Amgen Inc. 535,947 5.7%
1840 DeHavilland Drive
Thousand Oaks, California 91320
Peter R. Peterson 529,140(4) 5.6%
6111 Blue Circle Drive
Minnetonka, Minnesota 55343
<PAGE>
Thomas E. Oland 374,460(5)(6) 3.9%
614 McKinley Place N.E.
Minneapolis, Minnesota 55413
Roger C. Lucas 177,514(5)(7) 1.9%
41 E. Pleasant Lake Dr.
North Oaks, Minnesota 55127
(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 15, 1997, 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 108,000 of
such shares and investment power over all such shares.
(4) 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.
(5) Does not include 299,309 shares (3.2% 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.
(6) 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 77,277 shares subject to stock options which are exercisable
as of September 15, 1997, or will become exercisable within 60 days of
such date.
(7) Includes 41,900 shares owned by Dr. Lucas' wife and 24,848 shares
subject to stock options which are exercisable as of September 15,
1997, or will become exercisable within 60 days of such date. Dr.
Lucas disclaims beneficial ownership of the shares owned by his wife.
<PAGE>
MANAGEMENT SHAREHOLDINGS
The following table sets forth the number of shares of the Company's Common
Stock beneficially owned as of September 15, 1997, 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:
Name of Director Number of Shares Percent
or Identity Group Beneficially Owned(1) of Class(2)
Thomas E. Oland 374,460(3) 3.9%
Roger C. Lucas 177,514(4) 1.9%
Howard V. O'Connell 70,000(5)(6) *
James A. Weatherbee 60,730(7) *
Monica Tsang 57,418(8) *
G. Arthur Herbert 53,000(5)(6) *
Lowell E. Sears 37,600(5)(9) *
Thomas C. Detwiler 31,609(10) *
Marcel Veronneau 26,107(11) *
Christopher S. Henney 17,500(5)(12) *
Randolph C. Steer, M.D. 15,000(5)(6) *
Gerald J. Allen 0 *
Officers and directors
as a group (12 persons) 1,220,247(13) 12.5%
- --------------------------
* Less than 1%
(1) See Note (1) to preceding table.
(2) See Note (2) to preceding table.
(3) See Notes (5) and (6) to preceding table.
(4) See Notes (5) and (7) to preceding table.
(5) See Note (5) to preceding table.
(6) Includes 15,000 shares subject to options which are exercisable as of
September 15, 1997 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.
<PAGE>
(7) Includes 41,478 shares subject to stock options which are exercisable
as of September 15, 1997, 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 41,748 shares subject to stock options which are
exercisable as of September 15, 1997, 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 37,500 shares subject to options which are exercisable as of
September 15, 1997 or will become exercisable within 60 days of such
date.
(10) Includes 7,500 shares owned by Dr. Detwiler's wife and 24,109 shares
subject to options which are exercisable as of September 15, 1997 or
will become exercisable within 60 days of such date.
(11) Includes 23,107 shares subject to options which are exercisable as
of September 15, 1997 or will become exercisable within 60 days of
such date.
(12) Includes 17,500 shares subject to options which are exercisable as of
September 15, 1997 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 588,371 shares held directly by officers, directors and their
associates, 299,309 shares held by the Stock Bonus Plan and 332,567
shares which may be purchased pursuant to options which are exercisable
as of September 15, 1997 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
<PAGE>
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 Company Principal Occupation(s) During Past Director
Name Age Five Years Since
<S> <C> <C> <C> <C>
Thomas E. Oland 56 Chairman of the Chairman of the Board, President 1985
Board, President, and Treasurer of the Company since
Treasurer and December 1985 and President of
Director Research and Diagnostic Systems,
Inc. ("R&D") since July 1982.
Roger C. Lucas 54 Vice Chairman and Vice Chairman and Senior Scientific 1985
Director 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. O'Connell 67 Director Vice Chairman of Kinnard 1985
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 71 Director Principal of CEO Advisors, a 1989
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>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Randolph C. Steer, 47 Director Consultant to the pharmaceutical 1990
M.D. 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
Pharmaceuticals, Inc. and CoCensys,
Inc.
Christopher S. Henney 56 Director Chief Executive Officer of Dendreon 1996
Corp. (formerly 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
1997. 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 1997. The Board does not have a
nominating committee.
<PAGE>
During fiscal 1997, 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 is 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.
<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 1997. During fiscal 1997, 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 1997, 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 1997 awarded the bonuses and
stock options indicated in the table below under "Summary Compensation Table".
During fiscal 1997 Dr. Roger C. Lucas, Vice Chairman and a director of the
Company, was employed on a part-time basis at a compensation rate of $200,000
pursuant to an employment agreement entered into in 1995. On June 30, 1997 Dr.
Lucas became vested as to 10,000 shares of a previously granted option to
purchase Common Stock of the Company at $13.50 per share which expires on July
1, 2005 and is contingent on his continued services as an employee, consultant
or director of the Company. Since June 30, 1997 Dr. Lucas' only relationship
with the Company is that of a director of the Company.
During fiscal 1997, Gerald J. Allen, formerly Vice President-Diagnostics,
terminated his employment with the Company.
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 1997.
Chief Executive Officer Compensation. Thomas E. Oland served as the
Company's Chief Executive Officer in fiscal 1997. His compensation was
determined in accordance with the policies described above as applicable to all
executive officers. His base salary was increased from $175,000 in fiscal 1996
to $180,000 in fiscal 1997 in light of the Company's increase in revenues and
earnings. For fiscal 1997 performance he earned but waived a cash bonus. He is
eligible for a bonus in fiscal 1998 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.
<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
1997 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. 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 1998 for the executive officers named in the Summary
Compensation Table are as follows: T. Oland - $190,000; M. Tsang - $150,000; J.
Weatherbee - $150,000; T. Detwiler - $150,000; and M. Veronneau - $95,000. 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.
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 1997 exceeded $100,000.
<PAGE>
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards Payouts
Securities
Restricted Underlying LTIP All
Name and Fiscal Stock Options Payouts Other
Principal Year Salary ($) Bonus ($) Other Awards($) /SARs (#) ($) Compen-
Position sation ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Thomas E. 1997 180,000 0 None None 0 None 17,269(1)
Oland, Chairman 1996 175,000 0 None None 100,000 None 17,711(1)
of the Board 1995 165,000 0 None None 0 None 17,463(1)
and President
Monica Tsang, 1997 136,000 27,200 None None 848 None 17,269(2)
Vice President 1996 124,000 24,800 None None 15,000 None 8,855(2)
- - Research 1995 110,200 25,000 None None 15,000 None 8,732(2)
James A. 1997 136,000 19,040 None None 848 None 17,269(2)
Weatherbee, 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)
and Chief
Scientific
Officer
Thomas C. 1997 150,000 26,975 None None 717 None 17,269(1)
Detwiler, Vice 1996 150,000 21,000 None None 5,000 None 17,695(1)
President - 1995 147,000 0 None None 0 None 17,463(1)
Scientific and
Regulatory
Affairs
Marcel 1997 86,000 17,200 None None 537 None 11,676(3)
Veronneau, Vice 1996 78,500 15,700 None None 7,000 None 9,240(3)
President - 1995 72,200 0 None None 0 None 8,284(3)
Hematology
Operations
Gerald J. Allen, 1997 109,000 0 None None 676 None 0
Former Vice 1996 104,000 19,800 None None 5,000 None 12,242(4)
President - 1995 95,800 0 None None 0 None 5,579(4)
Diagnostics
</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
347, 366 and 610 shares in fiscal 1997, 1996 and 1995, 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 347,183 and 305 shares in fiscal 1997, 1996 and 1995,
respectively.
(3) 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 235, 191 and 289 shares in fiscal 1997, 1996 and 1995,
respectively.
(4) 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.
<PAGE>
Option/SAR Grants During 1997 Fiscal Year
The following table provides information related to options granted to the
named executive officers during fiscal 1997. The Company has not granted any
stock appreciation rights.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Option Term
Individual Grants
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 0 --- --- --- --- ---
Monica Tsang 848(1) 0.5% $29.25 7/01/03 $ 10,098 $ 23,532
James A. Weatherbee 848(1) 0.5% $29.25 7/01/03 $ 10,098 $ 23,532
Thomas C. Detwiler 717(1) 0.4% $29.25 7/01/03 $ 8,538 $ 19,897
Marcel Veronneau 537(1) 0.3% $29.25 7/01/03 $ 6,394 $ 14,902
Gerald J. Allen 676(1)(2) 0.4% $29.25 7/01/03 $ 8,050 $ 18,759
</TABLE>
(1) Such option is an incentive stock option and became exercisable July 1,
1996.
(2) Such option terminated without exercise following Dr. Allen's termination
of employment.
Option/SAR Exercises During 1997 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 1997 fiscal year and the number and
value of options held at fiscal year end.
<TABLE>
<CAPTION>
Number of Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs at
Shares at FY-End (#) FY-End ($)(1)
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($)(1) Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Thomas E. Oland 0 0 77,277/89,000 1,647,698/1,079,125
Monica Tsang 0 0 40,848/0 747,098/0
James A. Weatherbee 0 0 40,848/0 747,098/0
Thomas C. Detwiler 7,500 79,655 23,217/0 345,237/0
Marcel Veronneau 0 0 22,537/0 361,537/0
Gerald J. Allen 11,000 $165,500 676/6,000(2) 676/106,500
</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.
(2) See footnote (2) to preceding table.
<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, 1992
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 Jun 92 Jun 93 Jun 94 Jun 95 Jun 96 Jun 97
<S> <C> <C> <C> <C> <C> <C>
Techne Corp 100 163.89 116.67 150.00 325.00 336.11
S&P MidCap Biotechnology Index 100 105.55 91.22 140.05 205.06 207.88
S&P MidCap 400 Index 100 122.69 122.62 150.01 182.39 224.94
</TABLE>
APPROVAL OF 1997 INCENTIVE STOCK OPTION PLAN
(Proposal #3)
General
The Board of Directors has adopted, subject to shareholder approval, the
Techne Corporation 1997 Incentive Stock Option Plan (the "Plan"). A general
description of the Plan is set forth below, but such 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.
Description of the Plan
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 officers and key employees upon whose efforts the
success of the Company will depend to a large degree. A total of 300,000 shares
of Common Stock have been reserved for options under the Plan.
<PAGE>
Term. The term of the Plan expires on September 4, 2007, ten years from the
date the Plan was adopted by the Board; provided, however, the Board may
terminate the Plan earlier in the event of a sale by the Company of
substantially all of its assets or in the event of a merger, exchange or
liquidation of the Company.
Administration. The Plan may be administered by the Board of Directors or a
Committee of the Board (the "Committee"). The Plan gives broad powers to the
Board or the Committee to administer and interpret the Plan, including the
authority to select the individuals to be granted options and to prescribe the
particular form and conditions of each option granted.
Eligibility. All officers and key employees of the Company or of any
subsidiary are eligible to receive options pursuant to the Plan.
Options. Options granted under the Plan are intended to be "incentive stock
options" within the meaning of Section 422 of the Internal Revenue Code (the
"Code"). Under current tax law, no incentive stock option may be granted with a
per share exercise price less than the fair market value of a share of the
underlying stock on the date the incentive stock option is granted. The market
value of the Company's Common Stock on September 17, 1997 was $31.00. The option
exercise price generally may be paid in cash, by check or, if approved by the
Board or Committee, by delivering shares of Common Stock of the Company valued
at fair market value as of the date of exercise. When an option is granted under
the Plan, the Board or Committee at its discretion specifies the number of
shares of Common Stock which may be purchased upon exercise of the option, the
term during which the option may be exercised (which may not exceed ten years
from the date of grant) and whether the option will be exercisable immediately,
in stages or otherwise. Each option granted under the Plan is nontransferable
during the lifetime of the optionee. Each outstanding option under the Plan may
terminate earlier than its stated expiration date in the event of the optionee's
termination of employment.
Amendment. The Board of Directors may from time to time suspend or
discontinue the Plan or revise or amend it in any respect; provided, (i) no such
revision or amendment may impair the terms and conditions of any outstanding
option to the material loss of the optionee without the consent of the optionee
except as authorized in the event of a merger, consolidation or liquidation of
the Company and (ii) the Plan may not, without the approval of the shareholders,
be amended in any manner that will (a) materially increase the number of shares
subject to the Plan except as provided in the case of stock splits,
consolidations, stock dividends or similar events; (b) change the designation of
the class of employees eligible to receive options; (c) decrease the price at
which options will be granted; or (d) materially increase the benefits accruing
to optionees under the Plan.
Federal Income Tax Consequences of the Plan. Options granted under the Plan
are intended to qualify for favorable tax treatment under Code Section 422.
Under Section 422, an optionee recognizes no taxable income when the option is
granted. Further, the optionee generally will not recognize any taxable income
when the option is exercised if he or she has at all times from the date of the
option's grant until three months before the date of exercise been an employee
of the Company. The Company ordinarily is not entitled to any income tax
deduction upon the grant or exercise of an incentive stock option. Certain other
favorable tax consequences may be available to the optionee if he or she does
not dispose of the shares acquired upon exercise of an incentive stock option
for a period of two years from the granting of the option and one year from the
receipt of the shares.
<PAGE>
Plan Benefits. No stock options have been granted under the Plan to date.
Because future grants of options are subject to the discretion of the Board or
Committee, the future benefits that may be received by any individuals or groups
under the Plan cannot be determined at this time.
Vote Required
The Board of Directors recommends that the shareholders approve the 1997
Incentive Stock Option Plan. Approval of the Plan requires the affirmative vote
of the greater of (i) a majority of the shares represented in person or by proxy
at the meeting with authority to vote on such matter and (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.
INDEPENDENT AUDITORS
Deloitte & Touche LLP acted as the Company's independent auditors for the
1997 fiscal year and has been selected by the Board of Directors to continue for
the current fiscal year.
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, 1997, all
Section 16(a) filing requirements applicable to Insiders were complied with.
<PAGE>
SHAREHOLDER PROPOSALS
Any appropriate proposal submitted by a shareholder of the Company and
intended to be presented at the 1998 Annual Meeting must be received by the
Company at its offices by May 24, 1998, to be considered for inclusion in the
Company's proxy statement and related proxy for the 1998 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, 1997, 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, 1997, 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 22, 1997
Minneapolis, Minnesota
<PAGE>
TECHNE CORPORATION
1997 INCENTIVE STOCK OPTION PLAN
SECTION 1.
DEFINITIONS
As used herein, the following terms shall have the meanings indicated below:
(a) "Committee" shall mean a Committee of two or more directors who shall be
appointed by and serve at the pleasure of the Board. As long as the Company's
securities are registered pursuant to Section 12 of the Securities Exchange Act
of 1934, as amended, then, to the extent necessary for compliance with Rule
16b-3, or any successor provision, each of the members of the Committee shall be
a "Non-Employee Director."
(b) The "Company" shall mean Techne Corporation, a Minnesota corporation.
(c) "Fair Market Value" shall mean (i) if such stock is reported by the Nasdaq
National Market or Nasdaq SmallCap Market or is listed upon an established stock
exchange or exchanges, the reported closing price of such stock by the Nasdaq
National Market or Nasdaq SmallCap Market or on such stock exchange or exchanges
on the date the option is granted or, if no sale of such stock shall have
occurred on that date, on the next preceding day on which there was a sale of
stock; (ii) if such stock is not so reported by the Nasdaq National Market or
Nasdaq SmallCap Market or listed upon an established stock exchange, the average
of the closing "bid" and "asked" prices quoted by the National Quotation Bureau,
Inc. (or any comparable reporting service) on the date the option is granted, or
if there are no quoted "bid" and "asked" prices on such date, on the next
preceding date for which there are such quotes; or (iii) if such stock is not
publicly traded as of the date the option is granted, the per share value as
determined by the Board, or the Committee, in its sole discretion by applying
principles of valuation with respect to all such options.
(d) The "Internal Revenue Code" is the Internal Revenue Code of 1986, as
amended from time to time.
(e) "Non-Employee Director" for purposes of this Plan shall have the same
meaning as set forth in Rule 16b-3, or any successor provision, as then in
effect, of the General Rules and Regulations under the Securities Exchange Act
of 1934, as amended.
(f) "Option Stock" shall mean Common Stock of the Company (subject to adjustment
as described in Section 11) reserved for options pursuant to this Plan.
<PAGE>
(g) "Parent" shall mean any corporation which owns, directly or indirectly in an
unbroken chain, fifty percent (50%) or more of the total voting power of the
Company's outstanding stock.
(h) The "Plan" means the Techne Corporation 1997 Incentive Stock Option Plan, as
amended hereafter from time to time, including the form of Option Agreements as
they may be modified by the Board from time to time.
(i) A "Subsidiary" shall mean any corporation of which fifty percent (50%) or
more of the total voting power of outstanding stock is owned, directly or
indirectly in an unbroken chain, by the Company.
SECTION 2.
PURPOSE
The purpose of the Plan is to promote the success of the Company and its
Subsidiaries by facilitating the retention of competent personnel and by
furnishing incentive to employees upon whose efforts the success of the Company
and its Subsidiaries will depend to a large degree. It is the intention of the
Company to carry out the Plan through the granting of stock options which will
qualify as "incentive stock options" under the provisions of Section 422 of the
Internal Revenue Code, or any successor provision, pursuant to Section 9 of this
Plan. Any options granted after adoption of the Plan by the Board of Directors
shall be treated as nonqualified stock options if shareholder approval is not
obtained within twelve months after the adoption of the Plan by the Board. The
Administrator may provide for the continuation of options originally granted as
incentive stock options as nonqualified stock options, under such circumstances,
including a change in control of the Company, as the Administrator shall
determine.
SECTION 3.
EFFECTIVE DATE OF PLAN
The Plan shall be effective as of the date of adoption by the Board of
Directors, subject to approval by the shareholders of the Company as required in
Section 2.
SECTION 4.
ADMINISTRATION
The Plan shall be administered by the Board of Directors of the Company
(hereinafter referred to as the "Board") or by a Committee which may be
appointed by the Board from time to time (collectively referred to as the
"Administrator"). The Administrator shall have all of the powers vested in it
<PAGE>
under the provisions of the Plan, including but not limited to exclusive
authority (where applicable and within the limitations described herein) to
determine, in its sole discretion, whether an option shall be granted, the
individuals to whom, and the time or times at which, options shall be granted,
the number of shares subject to each option and the option price and terms and
conditions of each option. The Administrator shall have full power and authority
to administer and interpret the Plan, to make and amend rules, regulations and
guidelines for administering the Plan, to prescribe the form and conditions of
the respective stock option agreements (which may vary from Optionee to
Optionee) evidencing each option and to make all other determinations necessary
or advisable for the administration of the Plan. The Administrator's
interpretation of the Plan, and all actions taken and determinations made by the
Administrator pursuant to the power vested in it hereunder, shall be conclusive
and binding on all parties concerned. Notwithstanding anything in the Plan to
the contrary, an Optionee shall not, in any calendar year, be granted options
which, in total, provide for the purchase of more than 200,000 shares of Option
Stock.
No member of the Board or the Committee shall be liable for any action
taken or determination made in good faith in connection with the administration
of the Plan. In the event the Board appoints a Committee as provided hereunder,
any action of the Committee with respect to the administration of the Plan shall
be taken pursuant to a majority vote of the Committee members or pursuant to the
written resolution of all Committee members.
SECTION 5.
PARTICIPANTS
The Administrator shall, from time to time, at its discretion and without
approval of the shareholders, designate those employees of the Company or any
Subsidiary to whom options shall be granted under this Plan. The Administrator
may grant additional options under this Plan to some or all participants then
holding options or may grant options solely or partially to new participants. In
designating participants, the Administrator shall also determine the number of
shares to be optioned to each such participant. The Board may from time to time
designate individuals as being ineligible to participate in the Plan.
SECTION 6.
STOCK
The Stock to be optioned under this Plan shall consist of authorized but
unissued shares of Option Stock. Three hundred thousand (300,000) shares of
Option Stock shall be reserved and available for options under the Plan;
provided, however, that the total number of shares of Option Stock reserved for
options under this Plan shall be subject to adjustment as provided in Section 11
of the Plan. In the event that any outstanding option under the Plan for any
reason expires or is terminated prior to the exercise thereof, the shares of
Option Stock allocable to the unexercised portion of such option shall continue
to be reserved for options under the Plan and may be optioned hereunder.
<PAGE>
SECTION 7.
DURATION OF PLAN
Options may be granted pursuant to the Plan from time to time during a
period of ten (10) years from the effective date as defined in Section 3. Any
option granted during such ten-year period shall remain in full force and effect
until the expiration of the option as specified in the written stock option
agreement and shall remain subject to the terms and conditions of this Plan.
SECTION 8.
PAYMENT
Optionees may pay for shares upon exercise of options granted pursuant to
this Plan with cash, personal check, certified check or, if approved by the
Administrator in its sole discretion, Common Stock of the Company valued at such
Stock's then Fair Market Value, or such other form of payment as may be
authorized by the Administrator. The Administrator may, in its sole discretion,
limit the forms of payment available to the Optionee and may exercise such
discretion any time prior to the termination of the option granted to the
Optionee or upon any exercise of the option by the Optionee.
With respect to payment in the form of Common Stock of the Company, the
Administrator may require advance approval or adopt such rules as it deems
necessary to assure compliance with Rule 16b-3, or any successor provision, as
then in effect, of the General Rules and Regulations under the Securities
Exchange Act of 1934, if applicable.
SECTION 9.
TERMS AND CONDITIONS OF OPTIONS
Each option granted pursuant to this Section 9 shall be evidenced by a
written stock option agreement (the "Option Agreement"). The Option Agreement
shall be in such form as may be approved from time to time by the Administrator
and may vary from Optionee to Optionee; provided, however, that each Optionee
and each Option Agreement shall comply with and be subject to the following
terms and conditions:
(a) Number of Shares and Option Price. The Option Agreement shall state
the total number of shares covered by the option. To the extent
<PAGE>
required to qualify the Option as an incentive stock option under
Section 422 of the Internal Revenue Code, or any successor provision,
the option price per share shall not be less than one hundred percent
(100%) of the Fair Market Value of the Common Stock per share on the
date the Administrator grants the option; provided, however, that if an
Optionee owns stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or of its
Parent or any Subsidiary, the option price per share of an incentive
stock option granted to such Optionee shall not be less than one
hundred ten percent (110%) of the Fair Market Value of the Common Stock
per share on the date of the grant of the option. The Administrator
shall have full authority and discretion in establishing the option
price and shall be fully protected in so doing.
(b) Term and Exercisability of Option. The term during which any option
granted under the Plan may be exercised shall be established in each
case by the Administrator. To the extent required to qualify the Option
as an incentive stock option under Section 422 of the Internal Revenue
Code, or any successor provision, in no event shall any incentive stock
option be exercisable during a term of more than ten (10) years after
the date on which it is granted; provided, however, that if an Optionee
owns stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or of its parent or
any Subsidiary, the incentive stock option granted to such Optionee
shall be exercisable during a term of not more than five (5) years
after the date on which it is granted.
The Option Agreement shall state when the option becomes exercisable
and shall also state the maximum term during which the option may be
exercised. In the event an option is exercisable immediately, the
manner of exercise of the option in the event it is not exercised in
full immediately shall be specified in the Option Agreement. The
Administrator may accelerate the exercisability of any option granted
hereunder which is not immediately exercisable as of the date of grant.
(c) Other Provisions. The Option Agreement authorized under this
Section 9 shall contain such other provisions as the Administrator
shall deem advisable.
SECTION 10.
TRANSFER OF OPTION
No option granted under this Plan shall be transferable, in whole or in
part, by the Optionee other than by will or by the laws of descent and
distribution and, during the Optionee's lifetime, the option may be exercised
only by the Optionee. If the Optionee shall attempt any transfer of any option
granted under this Plan during the Optionee's lifetime, such transfer shall be
void and the option, to the extent not fully exercised, shall terminate.
<PAGE>
SECTION 11.
RECAPITALIZATION, SALE, MERGER, EXCHANGE
OR LIQUIDATION
In the event of an increase or decrease in the number of shares of Common
Stock resulting from a subdivision or consolidation of shares or the payment of
a stock dividend or any other increase or decrease in the number of shares of
Common Stock effected without receipt of consideration by the Company, the
number of shares of Option Stock reserved under Section 6 hereof and the number
of shares of Option Stock covered by each outstanding option and the price per
share thereof shall be adjusted by the Board to reflect such change. Additional
shares which may be credited pursuant to such adjustment shall be subject to the
same restrictions as are applicable to the shares with respect to which the
adjustment relates.
Unless otherwise provided in the stock option agreement, in the event of an
acquisition of the Company through the sale of substantially all of the
Company's assets and the consequent discontinuance of its business or through a
merger, consolidation, exchange, reorganization, reclassification, extraordinary
dividend, divestiture or liquidation of the Company (collectively referred to as
a "change in control transaction" or "transaction"), all outstanding options
shall become immediately exercisable, whether or not such options had become
exercisable prior to the transaction; provided, however, that if the acquiring
party seeks to have the transaction accounted for on a "pooling of interests"
basis and, in the opinion of the Company's independent certified public
accountants, accelerating the exercisability of such options would preclude a
pooling of interests under generally accepted accounting principles, the
exercisability of such options shall not accelerate. In addition to the
foregoing, in the event of such a transaction, the Board may provide for one or
more of the following:
(a) the complete termination of this Plan and cancellation of
outstanding options not exercised prior to a date specified by the
Board (which date shall give Optionees a reasonable period of time in
which to exercise the options prior to or simultaneously with the
effectiveness of such transaction);
(b) that Optionees holding outstanding options shall receive, with
respect to each share of Option Stock subject to such options, as of
the effective date of any such transaction, cash in an amount equal to
the excess of the Fair Market Value of such Option Stock on the date
immediately preceding the effective date of such transaction over the
option price per share of such options; provided that the Board may, in
lieu of such cash payment, distribute to such Optionees shares of stock
of the Company or shares of stock of any corporation succeeding the
Company by reason of such transaction, such shares having a value equal
to the cash payment herein; or
(c) the continuance of the Plan with respect to the exercise of options
which were outstanding as of the date of adoption by the Board of such
<PAGE>
plan for such transaction and provide to Optionees holding such options
the right to exercise their respective options as to an equivalent
number of shares of stock of the corporation succeeding the Company by
reason of such transaction.
The Board may restrict the rights of or the applicability of this Section 11 to
the extent necessary to comply with Section 16(b) of the Securities Exchange Act
of 1934, the Internal Revenue Code or any other applicable law or regulation.
The grant of an option pursuant to the Plan shall not limit in any way the right
or power of the Company to make adjustments, reclassifications, reorganizations
or changes of its capital or business structure or to merge, exchange or
consolidate or to dissolve, liquidate, sell or transfer all or any part of its
business or assets.
SECTION 12.
SECURITIES LAW COMPLIANCE
No shares of Common Stock shall be issued pursuant to the Plan unless and
until there has been compliance, in the opinion of Company's counsel, with all
applicable legal requirements, including without limitation, those relating to
securities laws and stock exchange listing requirements. As a condition to the
issuance of Option Stock to Optionee, the Administrator may require Optionee (i)
in the absence of an effective registration statement under the Securities Act
of 1933, to represent that the shares of Option Stock are being acquired for
investment and not resale and to make such other representations as the
Administrator shall deem necessary or appropriate to qualify the issuance of the
shares as exempt from the Securities Act of 1933 and any other applicable
securities laws, and (ii) to represent that Optionee shall not dispose of the
shares of Option Stock in violation of the Securities Act of 1933 or any other
applicable securities laws.
As a further condition to the grant of any option or the issuance of Option
Stock to Optionee, Optionee agrees to the following:
(a) In the event the Company advises Optionee that it plans an
underwritten public offering of its Common Stock in compliance with the
Securities Act of 1933, as amended, and the underwriter(s) seek to
impose restrictions under which certain shareholders may not sell or
contract to sell or grant any option to buy or otherwise dispose of
part or all of their stock purchase rights of the underlying Common
Stock, Optionee will not, for a period not to exceed 180 days from the
prospectus, sell or contract to sell or grant an option to buy or
otherwise dispose of any option granted to Optionee pursuant to the
Plan or any of the underlying shares of Common Stock without the prior
written consent of the underwriter(s) or its representative(s).
(b) In the event of a transaction (as defined in Section 11 of the
Plan) which is treated as a "pooling of interests" under generally
accepted accounting principles, Optionee will comply with Rule 145 of
<PAGE>
the Securities Act of 1933 and any other restrictions imposed under
other applicable legal or accounting principles if Optionee is an
"affiliate" (as defined in such applicable legal and accounting
principles) at the time of the transaction, and Optionee will execute
any documents necessary to ensure compliance with such rules.
The Company reserves the right to place a legend on any stock certificate
issued upon exercise of an option granted pursuant to the Plan to assure
compliance with this Section 12.
SECTION 13.
RIGHTS AS A SHAREHOLDER
An Optionee (or the Optionee's successor or successors) shall have no
rights as a shareholder with respect to any shares covered by an option until
the date of the issuance of a stock certificate evidencing such shares. No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property), distributions or other rights for which the
record date is prior to the date such stock certificate is actually issued
(except as otherwise provided in Section 11 of the Plan).
SECTION 14.
AMENDMENT OF THE PLAN
The Board may from time to time, insofar as permitted by law, suspend or
discontinue the Plan or revise or amend it in any respect; provided, however,
that no such revision or amendment, except as is authorized in Section 11 or
Section 12, shall impair the terms and conditions of any option which is
outstanding on the date of such revision or amendment to the material detriment
of the Optionee without the consent of the Optionee. Notwithstanding the
foregoing, no such revision or amendment shall (i) materially increase the
number of shares subject to the Plan except as provided in Section 13 hereof,
(ii) change the designation of the class of employees eligible to receive
options, (iii) decrease the price at which options may be granted, or (iv)
materially increase the benefits accruing to Optionees under the Plan without
the approval of the shareholders of the Company if such approval is required for
compliance with the requirements of any applicable law or regulation.
SECTION 15.
NO OBLIGATION TO EXERCISE OPTION
The granting of an option shall impose no obligation upon the Optionee to
exercise such option. Further, the granting of an option hereunder shall not
impose upon the Company or any Subsidiary any obligation to retain the Optionee
in its employ for any period.
<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 KATHLEEN BACKES, 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 23, 1997, 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
(except those whose names have to vote for all
been written on the line below) nominees listed above
(To withhold authority to vote for any nominee, write that nominee's
name on the line below.)
(3) APPROVE 1997 INCENTIVE 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 ________________, 1997.
___________________________________________
___________________________________________
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.
