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 21, 1999
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 21, 1999, 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 14, 1999, 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 21, 1999
Minneapolis, Minnesota
<PAGE>
TECHNE CORPORATION
PROXY STATEMENT
for
Annual Meeting of Shareholders
to be held October 21, 1999
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 21, 1999, 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 21, 1999.
1
<PAGE>
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed September 14, 1999, 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 14, 1999,
20,163,192 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 14, 1999:
Amount and
Name and Address Nature of Shares Percent
of Beneficial Owner Beneficially Owned(1) of Class(2)
- ------------------- --------------------- ----------
Kopp Investment Advisors, Inc. 2,673,388(3) 13.3%
6600 France Avenue So.
Edina, Minnesota 55435
Wasatch Advisors, Inc. 2,334,141 11.6%
68 S. Main Street
Salt Lake City, Utah 84101
D. F. Dent & Co. 1,311,097 6.5%
2 East Read St.
Baltimore, Maryland 21202
Peter R. Peterson 1,034,280(4) 5.1%
6111 Blue Circle Drive
Minnetonka, Minnesota 55343
Thomas E. Oland 704,700(5)(6) 3.5%
614 McKinley Place N.E.
Minneapolis, Minnesota 55413
- ------------------------
(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
<PAGE>
(2) Shares not outstanding but deemed beneficially owned by virtue of the
right of a person to acquire them as of September 14, 1999, 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 620,300 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 593,314 shares (2.9% of the Company's outstanding
Common Stock) held by the Company's Stock Bonus Plan ("Stock Bonus
Plan"), which are included in the group total in the Management
Shareholdings table. The Company's Board of Directors, acting by a
majority vote, currently directs the Trustee as to the voting of such
shares.
(6) Includes 34,278 shares held by Thomas Oland and Associates, 102,962
shares held by the Thomas Oland and Associates Profit Sharing Plan and
Trust and 45,334 shares subject to stock options which are exercisable
as of September 14, 1999, or will become exercisable within 60 days of
such date.
3
<PAGE>
MANAGEMENT SHAREHOLDINGS
The following table sets forth the number of shares of the Company's
Common Stock beneficially owned as of September 14, 1999, by each executive
officer of the Company named in the Summary Compensation Table, by each director
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 704,700(3) 3.5%
Roger C. Lucas, Ph.D. 225,028(4)(5)(6) 1.1%
Howard V. O'Connell 163,000(5)(6)(7) *
G. Arthur Herbert 136,000(5)(6)(8) *
Lowell E. Sears 110,200(5)(6)(9) *
James A. Weatherbee, Ph.D. 108,946(10) *
Monica Tsang, Ph.D. 107,696(11) *
Christopher S. Henney, D.Sc., Ph.D. 67,000(5)(6)(12) *
Randolph C. Steer, M.D., Ph.D. 60,000(5)(6)(7) *
Marcel Veronneau 27,881(13) *
Thomas C. Detwiler, Ph.D. 24,429(14) *
Officers and directors
as a group (11 persons) 2,328,194(15) 11.2%
- ------------------------
* 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) Includes 43,800 shares owned by Dr. Lucas' wife and 70,000 shares
subject to stock options which are exercisable as of September 14,
1999, or will become exercisable within 60 days of such date. Dr. Lucas
disclaims beneficial ownership of the shares owned by his wife.
(5) See Note (5) to preceding table.
(6) Does not include an option to purchase 10,000 shares which will be
granted on and will become exercisable as of the date of the Annual
Meeting pursuant to the 1998 Nonqualified Stock Option Plan.
(7) Includes 60,000 shares subject to options which are exercisable as of
September 14, 1999 or will become exercisable within 60 days of such
date.
(8) Includes 30,000 shares held by a trust of which Mr. Herbert is Trustee
and 60,000 shares subject to options which are exercisable as of
September 14, 1999 or will become exercisable within 60 days of such
date.
4
<PAGE>
(9) Includes 110,000 shares subject to options which are exercisable as of
September 14, 1999 or will become exercisable within 60 days of such
date.
(10) Includes 62,956 shares subject to stock options which are exercisable
as of September 14, 1999, or will become exercisable within 60 days of
such date. Does not include shares beneficially owned by Dr.
Tsang, Dr. Weatherbee's wife.
(11) Includes 66,370 shares subject to stock options which are exercisable
as of September 14, 1999, or will become exercisable within 60 days of
such date. Does not include shares beneficially owned by Dr.
Weatherbee, Dr. Tsang's husband.
(12) Includes 65,000 shares subject to options which are exercisable as of
September 14, 1999 or will become exercisable within 60 days of such
date.
(13) Includes 17,960 shares subject to options which are exercisable as of
September 14, 1999 or will become exercisable within 60 days of such
date.
(14) Includes 23,326 shares owned by Dr. Detwiler's wife and 1,103 shares
subject to options which are exercisable as of September 14, 1999 or
will become exercisable within 60 days of such date.
(15) Includes 1,116,157 shares held directly by officers, directors and
their associates, 593,314 shares held by the Stock Bonus Plan and
618,723 shares which may be purchased pursuant to options which are
exercisable as of September 14, 1999 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.
5
<PAGE>
The following table provides certain information with respect to the
nominees for director.
<TABLE>
<CAPTION>
Current
Position(s) with Principal Occupation(s) Director
Name Age Company During Past Five Years Since
- ---- --- ------- ---------------------- -----
<S> <C> <C> <C> <C>
Thomas E. Oland 58 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. since July 1982.
Roger C. Lucas, Ph.D. 56 Vice Chairman and Vice Chairman and Senior Scientific 1985
Director Advisor to the Company's Board
since July 1995. Chairman and
Chief Executive Officer of Visual
Circuits, a digital video
company, since August 1997, and
director of ChemoCentryx, a
partially-owned subsidiary of the
Company. Chief Scientific
Officer, Executive Vice
President and Secretary of the
Company from December 1985 to
March 1995.
Howard V. O'Connell 69 Director Private investor since 1990. 1985
Chairman, President and Treasurer
of John G. Kinnard and Company,
Incorporated, a securities
broker-dealer, from 1969 to 1990.
G. Arthur Herbert 73 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.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Randolph C. Steer, 49 Director Consultant to the pharmaceutical 1990
M.D., Ph.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 48 Director Private investor since April 1994. 1994
For more than five years prior
thereto, Chief Financial Officer of
Amgen Inc., a pharmaceutical
company. Director of Neose
Technologies, Inc., CoCensys, Inc.,
Dendreon Corp., Integrated
Biosystems, Inc. and Encore
Pharmaceuticals, Inc.
Christopher S. Henney, 58 Director Chief Executive Officer of Dendreon 1996
D.Sc., Ph.D. 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. Director of Sonus
Pharmaceuticals.
</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 also establishes and oversees
the implementation of the Company's cash investment policy. The Audit Committee
met three times during fiscal 1999. The Compensation Committee, whose members
are Drs. Henney and Steer and Messrs. Herbert and O'Connell, recommends
compensation for officers of the Company. The Compensation Committee met three
times during fiscal year 1999. In addition to formal meetings, the Audit and
7
<PAGE>
Compensation Committees had numerous telephone conferences regarding Committee
business. The Board does not have a nominating committee.
During fiscal 1999, the Board held four meetings. Each director except
G. Arthur Herbert, who was absent due to family health reasons, 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 $25,000 per year for service on the Board and Committees of the Board.
In addition, under the Company's 1998 Nonqualified Stock Option Plan, outside
directors automatically receive a 10,000 share option on election and upon each
re-election.
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 Christopher S. Henney, D.Sc., Ph.D., G. Arthur Herbert, Howard V.
O'Connell and Randolph C. Steer, M.D., Ph.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.
The Company has formal employment agreements with its full-time
executive officers, other than its President, effective through June 30, 2001.
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
8
<PAGE>
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 1999. During fiscal 1999, 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 1999, 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 1999 awarded to Drs. Tsang and
Detwiler and Mr. Veronneau the bonuses indicated in the table below under
"Summary Compensation Table" and, subsequent to fiscal year end, the options
indicated in footnote (2) to the table below under "Option/SAR Grants During
1999 Fiscal Year". In further recognition of the officers' achievements, the
Committee established base salaries for fiscal 2000 as disclosed below under
"Employment Contracts and Change in Control Arrangements."
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
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 1999.
Chief Executive Officer Compensation. Thomas E. Oland served as the
Company's Chief Executive Officer in fiscal 1999. His compensation was
determined in accordance with the policies described above as applicable to all
executive officers. His base salary was increased from $190,000 in fiscal 1998
to $199,500 in fiscal 1999 in light of the Company's increase in revenues and
earnings. For fiscal 1999 performance he earned but waived a cash bonus.
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 200,000 shares of the Common Stock of the Company at $9.0625 per
share, the fair market value on the date of grant. The options are contingent on
continued employment by the Company and have vested or will vest on the
following schedule: 1996-11,000, 1997-11,000, 1998-11,000, 1999-11,000,
2000-145,000 and 2001-11,000. The options will expire in February of 2006.
9
<PAGE>
Summary. Aggregate executive compensation increased moderately in
fiscal 1998 and the Company awarded stock options to officers 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.
Christopher S. Henney, D.Sc., Ph.D.
G. Arthur Herbert
Howard V. O'Connell
Randolph C. Steer, M.D., Ph.D.
Members of the
Compensation Committee
Employment Contracts and Change in Control Arrangements
The Company has formal employment agreements with each of its full-time
executive officers with the exception of its President and Chief Executive
Officer, with whom the Company has an oral understanding. The agreements, which
expire June 30, 2001, 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 2000 for the executive officers named in the Summary
Compensation Table are as follows: T. Oland - $210,000 M. Tsang - $180,000; T.
Detwiler - $165,000; and M. Veronneau - $110,000. 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.
10
<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 1999 exceeded
$100,000. Not included in the table is Dr. James A. Weatherbee, Vice President
and Chief Scientific Officer, who was on medical leave and did not receive any
compensation from the Company in fiscal 1999.
<TABLE>
<CAPTION>
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------- ------ -------
Securities All
Restricted Underlying LTIP Other
Name and Fiscal Stock Options Payouts Compen-
Principal Position Year Salary ($) Bonus ($) Other Awards($) /SARs (#) ($) sation ($)
- ------------------ ------ ---------- --------- ----- --------- --------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Thomas E. Oland, Chairman 1999 199,500 0 None None 0 None 19,258(1)
of the Board and President 1998 190,000 0 None None 0 None 17,350
1997 180,000 0 None None 0 None 17,269
Monica Tsang, Ph.D., 1999 164,000 33,000 None None 1,574 None 19,258(1)
Vice President - Research 1998 150,000 30,000 None None 1,800 None 17,350
1997 136,000 27,200 None None 1,696 None 17,269
Thomas C. Detwiler, Ph.D., 1999 157,000 28,000 None None 1,574 None 19,258(1)
Vice President - 1998 150,000 30,000 None None 1,784 None 17,350
Scientific and Regulatory 1997 150,000 26,975 None None 1,434 None 17,269
Affairs
Marcel Veronneau, Vice 1999 101,000 19,000 None None 997 None 14,410(2)
President - Hematology 1998 95,000 19,000 None None 1,140 None 12,933
Operations 1997 86,000 17,200 None None 1,074 None 11,676
</TABLE>
- ------------------------
(1) For each individual the 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 566 shares of Common Stock.
(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 423 shares of Common Stock.
11
<PAGE>
Option/SAR Grants During 1999 Fiscal Year
The following table provides information related to options granted to
the named executive officers during fiscal 1999. The Company has not granted any
stock appreciation rights.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term
---------------------------------------------------------------------- -----------------------
Number of
Securities Percent of Total
Underlying Options/SARs
Options/SARs Granted to Exercise or
Granted Employees Base Price Expiration
Name (#) in Fiscal Year ($/Sh) Date 5% ($) 10% ($)
- ---- ------- --------------- -------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Thomas E. Oland 0 --- --- --- --- ---
Monica Tsang, Ph.D. 1,574(1)(2) 4.6% $19.0625 6/30/05 $ 12,215 $ 28,466
Thomas C. Detwiler, Ph.D. 1,574(1)(2) 4.6% $19.0625 6/30/05 $ 12,215 $ 28,466
Marcel Veronneau 997(1)(2) 2.9% $19.0625 6/30/05 $ 7,737 $ 18,031
- ------------------------
</TABLE>
(1) Such option is an incentive stock option and became exercisable July 1,
1998.
(2) Subsequent to fiscal 1999 year end, options for the indicated number of
shares at a purchase price of $25.375 expiring 6/30/06 were granted: M.
Tsang - 1,300; T. Detwiler - 1,103; M. Veronneau - 749.
Option/SAR Exercises During 1999 Fiscal
Year and Fiscal Year End Option/SAR Values
The following table provides information related to options exercised
by the named executive officers during the 1999 fiscal year and the number and
value of options held at fiscal year end.
<TABLE>
<CAPTION>
Number of Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs at
Shares at FY-End (#) FY-End ($)(1)
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($)(1) Unexercisable Unexercisable
- ---- ------------ --------------- ------------- -------------
<S> <C> <C> <C> <C>
Thomas E. Oland 120,000 $1,421,250 45,334 - 156,000 $741,595 - 2,544,750
Monica Tsang, Ph.D. 10,000 $163,750 65,070 - 0 $1,198,543 - 0
Thomas C. Detwiler, Ph.D. 9,070 $102,319 4,792 - 0 $ 44,306 - 0
Marcel Veronneau 10,000 $115,000 22,211 - 0 $ 382,576 - 0
- ------------------------
</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, 1994
in the Company's Common Stock and in each of the foregoing indices and assumes
reinvestment of dividends.
TOTAL SHAREHOLDER RETURNS
<TABLE>
<CAPTION>
INDEXED RETURNS
Years Ending
Company/Index Jun95 Jun96 Jun97 Jun98 Jun99
<S> <C> <C> <C> <C> <C>
TECHNE CORP 128.57 278.57 288.10 363.09 483.33
S&P MIDCAP 400 INDEX 122.34 148.75 183.45 233.26 273.32
BIOTECHNOLOGY-MID 153.53 224.80 227.90 237.22 456.20
</TABLE>
INDEPENDENT AUDITORS
Deloitte & Touche LLP acted as the Company's independent auditors for
the 1999 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, 1999,
all Section 16(a) filing requirements applicable to Insiders were complied with
except that Dr. Christopher Henney was late filing a form to report three
transactions.
13
<PAGE>
SHAREHOLDER PROPOSALS
Any appropriate proposal submitted by a shareholder of the Company and
intended to be presented at the 2000 Annual Meeting must be received by the
Company at its offices by May 23, 2000, to be eligible for inclusion in the
Company's proxy statement and related proxy for the 2000 Annual Meeting.
Also, if a shareholder proposal intended to be presented at the 2000
Annual Meeting but not included in the Company's proxy statement and proxy is
received by the Company after August 6, 2000, then management named in the
Company's proxy form for the 2000 Annual Meeting will have discretionary
authority to vote the shares represented by such proxies on the shareholder
proposal, if presented at the meeting, without including information about the
proposal in the Company's proxy materials.
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, 1999, 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, 1999, 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 21, 1999
Minneapolis, Minnesota
14
<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 21, 1999, 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, Ph.D.,
Howard V. O'Connell, G. Arthur Herbert, Randolph C. Steer, M.D., Ph.D.,
Lowell E. Sears and Christopher S. Henney, D.Sc., Ph.D.
[ ] FOR all Nominees listed above [ ] WITHOUT AUTHORITY
(except those whose names have to vote for all nominees
been written on the line below) listed above
(To withhold authority to vote for any nominee, write that nominee's name on the
line below.)
(3) 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 ________________________, 1999.
______________________________________
______________________________________
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.
