<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ x ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
CELL ROBOTICS INTERNATIONAL, INC.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Neuman & Drennen, 1507 Pine Street, Boulder, Colorado 80302
--------------------------------------------------------------------
(Name of Person 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)(4) and 0-
11.
1) Title of each class of securities to which transaction applies:
___________
2) Aggregate number of securities to which transaction applies:
___________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
___________
4) Proposed maximum aggregate value of transaction:
_____________________
5) Total fee paid:
______________________________________________________
[ ] Fee Paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
________________________________________________________
2) Form, Schedule or Registration Statement No.:
________________________________________________________
3) Filing Party:
________________________________________________________
4) Date Filed:
________________________________________________________<PAGE>
<PAGE>
CELL ROBOTICS INTERNATIONAL, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 29, 1998
The Annual Meeting of Shareholders of Cell Robotics International, Inc.
("Cell" or the "Company") will be held at the principal executive offices
of the Company, 2715 Broadbent Parkway N.E., Albuquerque, New Mexico 87107
on May 29, 1998 at 10 o'clock a.m. for the purpose of considering and
voting upon the following:
1. To elect five (5) Directors to serve until the next Annual Meeting
of Shareholders or until their successors have been duly elected
and qualified.
2. To increase the number of shares which may be issued pursuant to
the exercise of options granted under the Company's Incentive Stock
Option Plan by an additional 250,000 shares.
3. Any other matters properly brought before said meeting or any
adjournment thereof.
Information relating to the above matters is set forth in the accompanying
Proxy Statement. Only holders of outstanding shares of Cell Common Stock
of record at the close of business on April 16, 1998 will be entitled to
vote at the meeting or any adjournment thereof.
A copy of the Company's Annual Report to Shareholders, including financial
statements for the year ended December 31, 1997, will be mailed to
shareholders concurrently with the mailing of the Proxy Statement.
Shareholders are cordially invited to attend the meeting in person.
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, IT WOULD BE
APPRECIATED IF YOU WOULD PROMPTLY FILL IN, SIGN AND DATE THE ENCLOSED PROXY
STATEMENT AND RETURN IT IN THE ENCLOSED STAMPED ENVELOPE. Any proxy may be
revoked at any time before it is voted by written notice mailed or
delivered to the Secretary, by receipt of a proxy properly signed and dated
subsequent to an earlier proxy, and by revocation of a written proxy by
request in person at the Annual Meeting of Shareholders. If not so
revoked, the shares represented by the proxy will be voted in accordance
with your instruction on the proxy form.
CELL ROBOTICS INTERNATIONAL, INC.
/s/ Craig T. Rogers
------------------------------------------
Craig T. Rogers, Secretary
<PAGE>
<PAGE>
CELL ROBOTICS INTERNATIONAL, INC.
2715 Broadbent Parkway, N.E.
Albuquerque, New Mexico 87107
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished to the Shareholders of Cell Robotics
International, Inc. (respectively, the "Shareholders" and the "Company") in
connection with the solicitation by the Company of proxies to be used at
the Annual Meeting of Shareholders on May 29, 1998 (the "Meeting"), at the
time, place and for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders and at any adjournment thereof. When the
accompanying proxy is properly executed and returned, the shares of common
stock it represents will be voted at the Meeting and, where a choice has
been specified on a proxy, will be voted in accordance with such
specification. If no choice is specified on a proxy, the shares it
represents will be voted FOR the election of five (5) Directors of the
Company, FOR the proposal of the Company's Board of Directors to increase
the number of shares which may be issued pursuant to the exercise of
options granted under the Company's Stock Incentive Plan by an additional
250,000 shares, and according to the judgment of the persons named in the
enclosed proxies as to any other action which may properly come before the
Meeting or any adjournment thereof.
ANY PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED BY WRITTEN
NOTICE MAILED OR DELIVERED TO THE SECRETARY, BY RECEIPT OF A PROXY PROPERLY
SIGNED AND DATED SUBSEQUENT TO AN EARLIER PROXY, AND BY REVOCATION OF A
WRITTEN PROXY BY REQUEST IN PERSON AT THE ANNUAL MEETING OF SHAREHOLDERS.
IF NOT SO REVOKED, THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED IN
ACCORDANCE WITH THE INSTRUCTIONS ON THE PROXY FORM.
This Statement is being mailed on or about April 21, 1998, to
Shareholders eligible to vote at the Meeting. Concurrently with the
mailing of this Statement, the Company is furnishing to Shareholders its
Annual Report for its fiscal year ended December 31, 1997.
The Company is bearing all costs of soliciting proxies, and expressly
reserves the right to solicit proxies otherwise than by mail. The
solicitation of proxies by mail may be followed by telephone, telegraph or
other personal solicitations of certain Shareholders and brokers by one or
more of the Directors or by Officers or employees of the Company. The
Company may request banks and brokers or other similar agents or
fiduciaries for the voting instructions of beneficial owners and reimburse
the expenses incurred by such agents or fiduciaries in obtaining such
instructions. As of the date of this mailing, however, the Company has not
made any contracts or arrangements for such solicitations, hence it cannot
identify any parties or estimate the cost of such solicitation.
Only Shareholders of record as of the close of business on April 16,
1998 (the "Record Date"), will be entitled to vote at the Meeting.
Representation of a majority of the Company's shares of common stock
outstanding on such date, either in person or by proxy, constitutes a
quorum for the Meeting. When a quorum is present, unless otherwise
indicated, the vote by the holders of a majority of the shares represented
at the Meeting shall decide the proposals to be voted upon at the Meeting.
As of the Record Date, the Company had outstanding 5,245,414 shares of
common stock ("shares"), with each share being entitled to one vote.
1. SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS.
------------------------------------------------------------
The following table sets forth, as of the date of this Proxy
Statement, and as adjusted for the sale of Option Stock, the stock
ownership of each person known by the Company to be the beneficial owner of
five (5%) percent or more of the Company's common stock, all Directors
individually and all Directors and Officers of the Company as a group.
Each person has sole voting and investment power with respect to the shares
shown, except as noted.
<TABLE>
<CAPTION>
Title Name & Address Shares Beneficially Owned
of Class of Beneficial Owner Number Percent (1)
- -------- ------------------- ------- -----------
<S> <C> <C> <C>
Common Ronald K. Lohrding (2) 625,000 11.22%
Stock c/o Cell Robotics, Inc.
2715 Broadbent Parkway, NE
Albuquerque, NM 87107
" Craig T. Rogers (3) 180,800 3.41%
c/o Rockies Fund, Inc.
4465 Northpark Drive
Colorado Springs, CO 80907
" Mark Waller, Director (4) 220,000 .03%
1820 North Shore Road
Lake Oswego, OR 97304
" Dr. Raymond Radosevich (5) 26,000 .49%
c/o Cell Robotics, Inc.
2715 Broadbent Parkway, NE
Albuquerque, NM 87107
" Dr. Debra Bryant (6) 20,000 .38%
c/o Cell Robotics, Inc.
2715 Broadbent Parkway, NE
Albuquerque, NM 87107
" H. Travis Lee (7) 24,725 .47%
c/o Cell Robotics, Inc.
2715 Broadbent Parkway, NE
Albuquerque, NM 87107
" Mitsui Engineering & (8) 409,406 7.81%
Shipbuilding Company, Ltd.
405 Park Avenue, Suite 501
New York, NY 10022
" Richard S. Hall (9) 619,300 11.81%
280 Estrellita Drive
Ft. Myers Beach, FL
" All Officers and Directors 1,098,192 18.54%
as a Group (7 persons)
- ------------------------------------------
(1) Shares not outstanding but deemed beneficially owned by the virtue of the
individual's right to acquire them within sixty (60) days of the date of this
report are treated as outstanding when determining the percent of the class
owned by such individual and when determining the percent owned by the group.
(2) Includes Incentive Stock Options exercisable to purchase 150,000 shares of
Common Stock at an exercise price of $1.75 per share, and Incentive Stock
Options exercisable to purchase 25,000 shares of Common Stock at an exercise
price of $1.875 per share, issued under the Company's 1992 Stock Incentive
Plan. Also includes Non-Qualified Stock Options exercisable to purchase
150,000 shares of Common Stock at an exercise price of $2.125 per share,
issued to Dr. Lohrding in anticipation of the Company's registered public
offering of securities which was declared effective by the Commission in
February, 1998 (the "Public Offering"). Does not include Lohrding Options
exercisable to purchase 300,000 shares of the Company's Common Stock issued
to Dr. Lohrding in anticipation of the Public Offering which are subject to
future vesting.
(3) Mr. Rogers exercises the sole voting and investment power with respect to
40,800 shares of common stock. Also includes 10,000 shares of Common stock
owned of record by Leslie Rogers, Mr. Roger's wife, and 70,000 shares owned
of record by R.O.I, Inc., a Colorado corporation, of which Mr. Rogers is an
officer, director and fifty percent shareholder, and as a result would be
deemed to exercise the shared voting and investment power with respect to the
securities. Mr. Rogers disclaims beneficial ownership of 35,000 shares of
common stock owned of record by R.O.I, Inc. for purposes of Section 16 of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act"). Also
includes Incentive Stock Options exercisable to purchase 50,000 shares of
Common Stock at an exercise price of $1.75 per share, and Incentive Stock
Options exercisable to purchase 10,000 shares of Common Stock at an exercise
price of $1.875 per share issued under the Company's 1992 Stock Incentive
Plan.
(4) Represents Non-Qualified Stock Options exercisable to purchase, in the
aggregate, 200,000 shares of Common Stock at $1.75 per share, and Non-
Qualified Stock Options exercisable to purchase 20,000 shares of Common Stock
at an exercise price of $2.81 per share.
(5) Reflects Non-Qualified Stock Options exercisable to purchase 6,000 shares of
Common Stock at an exercise price of $1.75 per share, and Non-Qualified Stock
Options exercisable to purchase 20,000 shares of Common Stock at an exercise
price of $2.81 per share.
(6) Includes Non-Qualified Stock Options exercisable to purchase 15,000 shares of
Common Stock at an exercise price of $3.563 per share.
(7) Represents Incentive Stock Options exercisable to purchase 24,750 shares of
Common Stock at an exercise price of $2.25 per share. Does not include
Incentive Stock Options exercisable to purchase 49,424 shares of Common Stock
at an exercise price of $2.25 per share which are subject to future vesting.
(8) Mitsui Engineering & Shipbuilding Company, Ltd., a Japanese corporation
("Mitsui"), is the record owner and exercises the sole power to vote and
invest 409,406 shares of the Company's Common Stock.
(9) Includes 320,500 shares of Common Stock owned by Mr. Hall individually and/or
by the R.S. Hall IRA; 6,000 shares of Common Stock owned collectively by the
Hall Grantor Retained Annuity Trust and the R.S. Hall Gift Trust, both of
which were created and are controlled by Mr. Hall; 2,500 shares of Common
Stock owned by the Wildwood Foundation, Inc., a non-profit private foundation
founded by Mr. Hall, and for whom Mr. Hall serves as President and the Board
of Trustees and supervises investment decisions; and 1,000 shares of Common
Stock owned by the hall Scholarship Trust which was created and is supervised
by Mr. Hall. Also includes 139,000 shares of Common Stock owned by Richard
S. Hall, Jr., and 148,000 shares of Common Stock owned by Mr. Hall's son,
William R. Hall, with whom Mr. Hall shares voting and dispositive power.
Finally, includes 2,300 shares of Common Stock owned by Tayloreel Corporation
South, Inc., a controlled corporation of Mr. Hall. Mr. Hall disclaims
beneficial ownership of all shares of Common Stock owned by Messrs. Richard
S. Hall, Jr. and William R. Hall, the Hall Scholarship Trust, and the
Wildwood Foundation, Inc. for purposes of Section 16 of the Exchange Act.
2. ELECTION OF DIRECTORS.
----------------------
The Directors have voted to nominate five (5) Directors for election to hold
office until the next Annual Meeting of Shareholders and until their successors are
elected and qualified. Each of the following nominees has consented to be nominated
to serve as a Director of the corporation. All of the nominees are currently
Directors of the Company.
The Company's Articles of Incorporation expressly prohibit cumulative voting.
Therefore, the holders of a majority of the Company's shares could elect all of the
Directors. It is expected that the proxies received by the Directors' nominees will
be voted, except to the extent that authority is withheld on any proxy as to all or
one or more individuals, to elect as Directors the following nominees, whose
principal occupations during the past five (5) years, directorships and certain other
affiliations and information are set forth below:
Director and/or Executive
Name and Position in the Company Age Officer Since
- ---------------------------------------------------------------------------
Dr. Ronald K. Lohrding 57 1995
CEO, President and
Chairman of the Board
Craig T. Rogers 35 1991
VP of Investor Relations,
Secretary, Treasurer
and Director
Mark Waller 47 1995
Director
Dr. Raymond Radosevich 59 1995
Director
Dr. Debra Bryant 46 1997
Director
- ------------------------------------------
DR. RONALD K. LOHRDING. Dr. Lohrding has served as the Company's Chief Executive
Officer, President and Chairman of the Board since February 23, 1995. He co-founded
the wholly-owned subsidiary, Cell Robotics, Inc. ("CRI"), in 1988 and has served as
the Chairman, President and CEO since incorporation. He has over 20 years of
management experience. He received his Ph.D. in mathematical statistics from Kansas
State University in 1969. Dr. Lohrding worked at Los Alamos National Laboratory
(LANL) as an R&D manager and as a scientist from 1968 to 1988. He served as LANL's
Assistant Director for Industrial and International Initiatives, Deputy Associate
Director for Environment and Biosystems, as well as Program Director for Energy,
Environment and Technology, among other senior management positions. Concurrently,
he has been a general partner in seven successful real estate partnerships, two of
which are still currently active. Other than the Company, Dr. Lohrding does not
currently serve as a director of any other reporting company.
CRAIG T. ROGERS. Mr. Rogers has served as the Company's Secretary, Treasurer and
as a Director since 1995, and as Vice President for Investor Relations since January,
1997. From 1991 until 1995, he served as the Chief Executive Officer, President and
a Director of Intelligent Financial Corporation ("IFC"). As a result of the
acquisition by IFC of Cell Robotics, Inc., Mr. Rogers resigned as the Chief Executive
Officer and President of IFC and, in February 1995, concurrently was appointed Chief
Financial Officer, Secretary and Treasurer of the Company. Mr. Rogers served as
Chief Financial Officer until January 8, 1997. Mr. Rogers served as Chief Operating
Officer of the Rockies Fund, Inc. from July 1993 to October 1, 1996. The Rockies Fund
Inc., a Colorado Springs, Colorado-based business development company regulated under
the Investment Company Act of 1940, makes investments in and managerial assistance
available to, certain eligible portfolio companies. From April 1988 to June 1991, he
also served as Chief Financial Officer for DMA Computer Solutions, a general
partnership operating four Connecting Point franchise stores. Mr. Rogers received a
Bachelor of Arts Degree in Business/Economics from Colorado College in 1984. Other
than the Company, Mr. Rogers does not currently serve as a director of any other
reporting company.
MARK WALLER. Mr. Waller has served as a Director of the Company since February
1995. Since 1990, Mr. Waller has been President and founder of BridgeWorks Capital,
a sole proprietorship which arranges public and private financing for and provides
public relations services to client companies. Mr. Waller was Interim President and
Director of Totem Health Sciences, Inc., a Canadian medical products and research
company, from 1988 to 1990. Other than the Company, Mr. Waller does not currently
serve as a director of any other reporting company.
DR. RAYMOND RADOSEVICH. Dr. Radosevich was elected to the Board of CRI in 1992.
From 1985 to 1989, he was Dean of the Anderson School of Management at the University
of New Mexico. Dr. Radosevich recently retired from active teaching. Prior to his
retirement, he was a Professor of Management, specializing in business strategy and
the management of technology. In addition, he taught a course in Technology
Entrepreneurship and lectured on the subject nationally and internationally. Dr.
Radosevich earned his Ph.D. from Carnegie-Mellon University, a B.S. in Mechanical
Engineering and an M.S. in Industrial Engineering from the University of Minnesota.
Other than the Company, Dr. Radosevich does not currently serve as a director of any
other reporting company.
DR. DEBRA BRYANT. Dr. Bryant was elected to the Board in July 1997. She is
President, CEO and majority stockholder of Humagen Fertility Diagnostics, Inc., which
is the largest manufacturer of micropipets for the worldwide in vitro fertilization
market. In 1984, Dr. Bryant joined Humagen, Inc. as a Senior Scientist. In 1991,
Dr. Bryant purchased the fertility diagnostics division of Humagen, Inc. and founded
Humagen Fertility Diagnostics, Inc. Dr. Bryant received her Ph.D. in Medical
Microbiology from Bowman Gray School of Medicine, Wake Forest University and
completed a NIH postdoctoral fellowship in molecular biology at the University of
Virginia.
Each director is elected to serve for a term of one (1) year until the next annual
meeting of shareholders or until a successor is duly elected and qualified.
There are no family relationships among directors or persons nominated or chosen
by the Company to become a director. The present term of office of each director
will expire at the next annual meeting of shareholders.
The executive officers of the Company are elected annually at the first meeting of
the Company's Board of Directors held after each annual meeting of Shareholders.
Each executive officer will hold office until his successor is duly elected and
qualified, until his resignation or until he shall be removed in the manner provided
by the Company's ByLaws.
During the fiscal year ended December 31, 1997, outside Directors received no cash
compensation for their services as such, however they were reimbursed their expenses
associated with attendance at meetings or otherwise incurred in connection with the
discharge of their duties as Directors of the Company. No officer of the Company
receives any additional compensation for his services as a Director, and the Company
does not contribute to any retirement, pension, or profit sharing plans covering its
Directors. The Company does, however, maintain a group health insurance plan and
retirement plan for its employees, and those Directors who are also employees of the
Company are eligible to participate in each plan.
During fiscal 1997, the Company did have standing Audit and Compensation
Committees of the Board of Directors, but did not have a Nominating Committee of the
Board. The members of the Audit Committee were Dr. Raymond Radosevich and Mark
Waller. During 1997, the Audit Committee held two (2) formal meetings. No member
of the Audit Committee receives any additional compensation for his service as a
member of that Committee. The Audit Committee is responsible for providing assurance
that financial disclosures made by Management reasonably portray the Company's
financial condition, results of operations, plan and long-term commitments. To
accomplish this, the Audit Committee oversees the external audit coverage, including
the annual nomination of the independent public accountants, reviews accounting
policies and policy decisions, reviews the financial statements, including interim
financial statements and annual financial statements, together with auditor's
opinions, inquires about the existence and substance of any significant accounting
accruals, reserves or estimates made by Management, reviews with Management the
Management's Discussion and Analysis section of the Annual Report, reviews the letter
of Management representations given to the independent public accountants, meets
privately with the independent public accountants to discuss all pertinent matters,
and reports regularly to the Board of Directors regarding its activities.
During fiscal 1997, the Compensation Committee consisted of Dr. Raymond Radosevich
and Mark Waller. During 1997, the Compensation Committee held two (2) formal
meetings. No member of the Compensation Committee receives any additional
compensation for his service as a member of that Committee. The Compensation
Committee is responsible for reviewing pertinent data and making recommendations with
respect to compensation standards for the executive officers, including the President
and Chief Executive Officer, establishing guidelines and making recommendations for
the implementation of Management incentive compensation plans, reviewing the
performance of the President and CEO, establishing guidelines and standards for the
grant of incentive stock options to key employees under the Company's Incentive Stock
Option Plan, and reporting regularly to the Board of Directors with respect to its
recommendations.
During fiscal 1997 two (2) meetings of the Board of Directors of the Company were
held, which meetings were attended by all members of the Board of Directors.
Significant Employees
- ---------------------
JEAN SCHARF. Ms. Scharf was appointed Chief Financial Officer and Controller of
the Company in August 1997. From April 1995 to August 1997, she served as, the
Controller for TPL, Inc., a $7 million defense and private sector contractor. From
April 1984 to September 1994, she was employed by with Applied Technology Associates
and with SAIC. She has also owned her own financial software consulting business
since 1994. She has a B.A. degree in business with an accounting specialty from the
University of New Mexico and is currently working on a M.B.A. degree.
H. TRAVIS LEE. Mr. Lee was appointed Vice-President of Sales and Marketing in
January, 1997. During 1996, Mr. Lee, was responsible for International Marketing and
Business Development at LaserScope Surgical Systems, San Jose, CA, a $70 million
manufacturer of surgical laser systems. From February 1994 to September 1996, he was
Vice President for Marketing at Heraeus Surgical Inc., a $30 million manufacturer of
surgical lasers and other medical products. He held senior management, marketing and
sales positions with Medasonics, Inc. and Xintec Corporation from 1991 to 1994. Mr.
Lee received his B.S. degree from San Jose State University in Graphic Design.
RICHARD ZIGWEID. Mr. Zigweid, Manufacturing Manager, joined the Company in
August, 1996. Mr. Zigweid was Manufacturing Manager at Olympus America from May 1994
to August 1996. He served as engineering manager at Bausch & Lomb and as engineering
manager and manufacturing engineer at Baxter Healthcare from December 1988 to
February 1994. He received his B.S. degree from the University of Wyoming in
Mechanical Engineering.
CONNIE WHITE. Ms. White, Regulatory Affairs and Quality Assurance Manager, joined
the Company in January, 1997. She, served as Compliance Officer for Tissue
Technologies, Inc., a skin resurfacing laser manufacturer and wholly-owned subsidiary
of Palomar Medical Technologies, Inc. during 1995 and 1996, where she achieved FDA
Medical Device Quality System compliance, European market permission, and ISO 9000
registration for Tissue Technologies' skin resurfacing laser systems. From 1986 to
1995, was responsible for regulatory affairs at the "O" Company, a dental implant
company. Ms. White received her B.A. degree from the University of New Mexico.
MICHAEL WOLF. Mr. Wolf, Chief Engineer, joined the Company in June 1991, and has
been principally responsible for designing the Company's flagship products. He served
as Senior Engineer at Amtech Systems Corp. and spent 24 years at LANL in various
technical positions beginning in 1967. He has authored over 30 technical papers,
holds 10 United States patents, and has been the lead designer on three projects that
were awarded the R&D 100 Award, signifying one of the 100 most significant
technological advances of the year.
DR. LARRY KEENAN. Dr. Keenan, Sales Representative, joined the Company in January
1993 and has been Product Manager for the Cell Robotics Workstation since July, 1997.
Dr. Keenan was the Regional Sales Manager of BioRad for the confocal microscope
product line of BioRad from 1991 through 1992. He received his Ph.D. in Biological
Sciences at the University of California at Irvine and was an Associate Research
Scientist in Neurobiology at Yale University.
DR. JEROME CONIA. Dr. Conia joined the Company in May 1992 as a Scientist and has
been the In Vitro Fertilization Workstation Product Manager since May 1996. He has
authored several scientific papers on optical trapping and scissoring and is the
principal investigator on several SBIR grants. He received his M.S. in Embryology,
Cellular Biology, and Physiology from the University of Paris, and his Ph.D. in
Specialty Life Science from the University of Orsay, Paris, France. He also was a
post-doctoral fellow in the Genetics Group at the LANL from March 1989 until May
1992.
DAVID COSTELLO. Mr. Costello, Product Manager of the Lasette (-TM-), joined the
Company in August 1996. From February 1994 to September 1995, he was founder and
Executive Vice-President of Tecnal Products, Inc. From May 1992 to February 1994, he
was Technology Development Program Manager at Lovelace Scientific Resources. His
qualifications include five patents in medical optics, experience in regulatory
development of new clinical products, and a M.S. degree in Biomedical Engineering
from Texas A&M University.
LEGAL PROCEEDINGS
------------------
None of the foregoing Directors or Executive Officers has, during the past five
years:
(1) Had any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time;
(2) Been convicted in a criminal proceeding or subject to a pending criminal
proceeding;
(3) Been subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement in
any type of business, securities, futures, commodities or banking activities; and
(4) Been found by a court of competent jurisdiction (in a civil action), the
Commission or the Commodity Futures Trading Commission to have violated a federal or
state securities or commodities law, and the judgment has not been reversed,
suspended, or vacated.
In October 1997, a civil action was brought by Venisect, Inc. against the Company
in the United States District Court of the Eastern District of Arkansas, Case No. LR-
C-97-877 (the "Venisect Litigation") in which Venisect claims that the Lasette (-TM-)
infringes a U.S. patent, underlying its competitive laser skin perforator. The
Company and its advisors, including patent counsel, have conducted a comprehensive
investigation of the basis of the claims underlying the Venisect Litigation and
believe that the LasetteTM does not infringe upon the Venisect U.S. patent or any of
its related foreign patents. In March 1998, the Court granted the Company's Motion
to Dismiss for lack of jurisdiction. Venisect has recently filed a notice that it
will appeal that decision.
Cell Robotics Technical Advisory Board
- --------------------------------------
Cell Robotics has voluntarily formed an Advisory Board whose members are chosen by
the Board of Directors based upon their individual technical and scientific expertise
in areas related to the business of Cell Robotics. In consideration of their
services as members of the Advisory Board, each member has been granted non-qualified
stock options exercisable to purchase 6,000 shares of Common Stock at exercise prices
ranging from $1.75 per share to $3.563 per share. Members of the Advisory Board
receive no other compensation for their services, which consist of approximately one
(1) day per year devoted to the business of the Company. The following persons
currently serve as members of the Cell Robotics Technical Advisory Board:
DR. MICHAEL BERNS is President, Beckman Laser Institute and Professor of Cell
Biology at the University of California.
DR. STEVEN CHU is Chairman of the Physics Department, Stanford University and the
recipient of the 1997 Nobel Prize in physics.
DR. STEVEN BLOCK is Associate Professor of Molecular Biology at Princeton
University.
DR. STANLEY KATER is Professor of Neurology at the University of Utah.
DR. PAUL JACKSON is a Molecular and Plant Biologist at Los Alamos National
Laboratory.
DR. WILFRIED FEICHTINGER is at the Institute for Fertility in Vienna, Austria and
was the recent chairman of the IXth World Congress on In Vitro Fertilization and
Assisted Reproduction.
DR. CHARLES BRACKER is the G. B. Cummins Distinguished Professor, Department of
Botany and Plant Pathology, Purdue University.
DR. ROBERT STEVENSON is a biotech consultant in marketing and acquisitions.
DR. OTIS PETERSON is a laser expert and an inventor of the Alexandrite Laser.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-----------------------------------------------
Acquisition
- -----------
Effective February 23, 1995, IFC and CRI consummated the Acquisition pursuant to
which IFC acquired 100% of the issued and outstanding shares of common stock and
equity rights of CRI in exchange for which IFC issued to the stockholders of CRI, PRO
RATA, 668,019 shares of IFC Common Stock, Incentive Stock Options exercisable to
purchase 66,594 shares of Common Stock at an exercise price of $2.39 per share, and
non-qualified stock options exercisable to purchase 36,000 shares of Common Stock at
an exercise price of $2.39 per share, the latter of which were issued in exchange for
non-qualified stock options of CRI held by members of its Board of Technical Advisors
and Board of Directors. As a result, CRI became a wholly-owned subsidiary of IFC. IFC
subsequently changed its name to "Cell Robotics International, Inc." The shares of
Common Stock issued to the stockholders of CRI, PRO RATA, represented immediately
following the Acquisition, 62.3% of the total issued and outstanding shares of the
Company's Common Stock. The Acquisition was accounted for as a reverse purchase of
all of the assets and liabilities of IFC by CRI.
In connection with the Acquisition, Mitsui voluntarily surrendered to CRI for
cancellation a total of 491,499 shares of common stock of CRI. As a result of this
surrender and cancellation, Mitsui retained 231,519 shares of CRI common stock which
were exchanged for an equal number of shares of Company Common Stock in the
Acquisition. The number of shares that Mitsui retained after the voluntary surrender
was subject to adjustment based upon the completion of a subsequent financing. See
"Financing and Capital Contribution Agreement." In addition, Mitsui executed a
Forbearance Agreement pursuant to which it agreed to forebear from exercising or
enforcing any rights it had by virtue of a series of promissory notes having an
outstanding principal balance of $5,758,338, including unpaid interest, penalty
interest and expenses due and owing of $358,338, pending performance by the Company
of its agreements under the Financing Agreement described below.
Financing and Capital Contribution Agreement
- --------------------------------------------
Concurrently with the Acquisition, IFC, CRI, Mitsui and BridgeWorks Investors I,
L.L.C., an Oregon limited liability company ("BW") entered into a Financing and
Capital Contribution Agreement ("Financing Agreement"). Pursuant to the terms of the
Financing Agreement, BW executed a Subscription Agreement to subscribe for and
purchase 380,000 shares of the Company's Common Stock at an exercise price of $1.00
per share, 50,000 of which were subsequently assigned to, and purchased by
R.O.I, Inc., controlled by Craig T. Rogers, Vice President of Investor Relations of
the Company. As of the date of this Proxy Statement, all 380,000 shares have been
purchased in accordance with the Subscription Agreement.
Further, under the terms of the Financing Agreement, BW agreed to obtain on behalf
of the Company a financing commitment which would result, when consummated, in the
infusion of a minimum of $1,400,000 of additional equity into the Company (the
"Financing"). Following consummation of the Acquisition, the Company completed a
$2.875 million private placement of its securities through Paulson Investment
Company, Inc. ("Paulson"), which served as placement agent (the "Private Offering").
The Private Offering was designed, in part, to meet the requirements of the Financing
and the Financing Agreement.
In accordance with and fulfilling the terms of the Financing Agreement, following
the first closing of the private offering which occurred on August 31, 1995, the
Company and Mitsui consummated the following transactions:
(1) The Company paid to Mitsui the sum of $250,000;
(2) The Company issued to Mitsui an additional 177,887 shares of Common Stock;
(3) The Company and Mitsui executed and delivered a Royalty Agreement pursuant to
which the Company agreed to pay to Mitsui a royalty equal to one percent (1%)
of the aggregate net sales of certain products for a term of ten years; and
(4) Mitsui executed and delivered to the Company a Capital Contribution Agreement
pursuant to which it agreed to contribute to the capital and equity of the
Company $5,400,000 in aggregate principal debt obligation of Cell
Robotics, Inc. to Mitsui, together with all accrued and unpaid interest in
the aggregate amount of $358,338.
Transactions with Director
- --------------------------
Mark Waller, a director of the Company, is also the managing member of BW. In
addition, Mr. Waller provided services to the Company in connection with structuring
the Private Offering and arranging on the Company's behalf for Paulson to serve as
placement agent, therefor. In consideration of his services in connection with the
Private Offering, Mr. Waller was granted non-qualified stock options exercisable to
purchase, in the aggregate, 200,000 shares of the Company's Common Stock at an
exercise price of $1.75 per share.
Any transactions between the Company and its officers, directors, principal
stockholders, or other affiliates have been, and will be, on terms no less favorable
to the Company than could be obtained from unaffiliated third parties on an
arms-length basis and will be approved by a majority of the Company's independent,
disinterested directors.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
--------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") requires
any person who owns more than ten percent of any class of any equity security which
is registered pursuant to Section 12 of the Exchange Act, or who is a director or an
officer of the issuer of such security, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (the "SEC"). Directors,
officers, and greater than ten-percent shareholders are also required by SEC
regulation to furnish the issuer of such securities with copies of all Section 16(a)
reports filed. Specific due dates for these reports have been established and the
Company is required to report in this Proxy Statement any failure to file by these
dates during 1997.
Based solely on a review of the copies of such reports required by Section 16(a),
the Company believes that its officers, Directors, and stockholders owning greater
than 10% of the Common Stock of the Company complied with all applicable Section
16(a) filing requirements during 1997 except for the following:
Dr. Debra Bryant failed to file with the Securities and Exchange Commission, on a
timely basis, three reports relating to her ownership of Common Stock of the Company.
Jean Scharf failed to file, on a timely basis, two such reports relating to her
ownership of Common Stock of the Company. John Hanlon, the Company's former Chief
Financial Officer and the remaining officers and directors of the Company each failed
to file, on a timely basis, one such report relating to his or her ownership of
Common Stock of the Company. In making these statements, the Company has relied upon
the representations of its Directors, Officers and/or ten percent (10%) shareholder,
or copies of the reports that they have filed with the Commission.
3. EXECUTIVE COMPENSATION.
-----------------------
The following tables and discussion set forth information with respect to all
plan and non-plan compensation awarded to, earned by or paid to the Chief Executive
Officer ("CEO"), and the Company's four (4) most highly compensated executive
officers other than the CEO, for all services rendered in all capacities to the
Company and its subsidiaries for each of the Company's last three (3) completed
fiscal years; provided, however, that no disclosure has been made for any executive
officer, other than the CEO, whose total annual salary and bonus does not exceed
$100,000.
<PAGE>
<PAGE>
<PAGE>
</TABLE>
<TABLE>
TABLE 1
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term Compensation
----------------------------------
Annual Compensation(1) Awards Payouts
-------------------------- --------------------- -------
Other All
Annual Restricted Other
Name and Compen- Stock LTIP Compen-
Principal Year Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($)(2) ($) SARs ($) ($)
- --------------- ------- -------- ----- --------- ---------- -------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ronald K. 1997 $123,000 $-0- $3,840 -0- -0- -0- -0-
Lohrding (1), 1996 $115,000 $-0- $3,623 -0- 25,000 -0- -0-
President 1995 $96,821 $-0- $3,220 -0- 150,000 -0- -0-
and CEO
Craig T. 1997 $41,200 $-0- $610 -0- -0- -0- -0-
Rogers (2), 1996 $38,800 $-0- $-0- -0- 10,000 -0- -0-
President, 1995 $27,000 $-0- $-0- -0- 50,000 -0- -0-
CEO and
Treasurer
H. Travis Lee (3), 1997 $109,500 $-0- $3,570 -0- 74,174 -0- -0-
Vice President
Marketing and
Sales
</TABLE>
- ------------------------------
(1) Dr. Lohrding replaced Mr. Rogers as President and CEO of the Company in
February 1995, following consummation of the Acquisition.
(2) Mr. Rogers served as President and CEO of the predecessor company,
Intelligent Financial Corporation, until the Acquisition in February 1995.
Mr. Rogers served as the Company's Chief Financial Officer through
January 8, 1997, and currently serves as the Company's Vice President of
Investor Relations, Secretary and Treasurer.
(3) Mr. Lee's employment with the Company began in January, 1997.
<PAGE>
<PAGE>
Employment Agreements
- ---------------------
The Company has entered into written Employment Agreements, having terms
of five (5) years each, with Dr. Lohrding and Mr. Rogers. The Employment
Agreement with Dr. Lohrding provides for Dr. Lohrding to serve the Company as
its Chairman, President and CEO, on a full-time basis, for a minimum base
salary of $100,000 per year. During fiscal 1997, Dr. Lohrding was paid a base
salary of $123,000. The Employment Agreement with Mr. Rogers originally
provided for his serving as Chief Financial Officer, Secretary and Treasurer,
on a part-time basis, for a minimum base salary of $27,000 per year.
Effective January 9, 1997, Mr. Rogers resigned as Chief Financial Officer;
however, he remains as the Company's Vice President of Investor Relations,
Secretary and Treasurer. Mr. Rogers was paid a base salary of $41,000 during
fiscal 1997. The Company also has a written employment agreement with Mr. H.
Travis Lee, Vice President of Marketing and Sales. Under Mr. Lee's agreement,
he receives a base salary of $110,000 per year; provided, however, that either
the Company or Mr. Lee may terminate the employment relationship upon thirty
days' prior written notice.
Stock Incentive Plan
- --------------------
During fiscal 1992, the Company adopted a Stock Incentive Plan (the
"Plan"). Pursuant to the Plan, stock options granted to eligible participants
may take the form of Incentive Stock Options ("ISO's") under Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code") or options which do
not qualify as ISO's (Non-Qualified Stock Options or "NQSO's"). As required
by Section 422 of the Code, the aggregate fair market value of the Company's
Common Stock with respect to its ISO's granted to an employee exercisable for
the first time in any calendar year may not exceed $100,000. The foregoing
limitation does not apply to NQSO's. The exercise price of an ISO may not be
less than 100% of the fair market value of the shares of the Company's Common
Stock on the date of grant. The exercise price of an NQSO may be set by the
administrator. An option is not transferable, except by will or the laws of
descent and distribution. If the employment of an optionee terminates for any
reason (other than for cause, or by reason of death, disability, or
retirement), the optionee may exercise his options within a ninety (90) day
period following such termination to the extent he was entitled to exercise
such options at the date of termination. Either the Board of Directors
(provided that a majority of directors are "disinterested") can administer the
Plan, or the Board of Directors may designate a committee comprised of
directors meeting certain requirements to administer the Plan. The
Administrator will decide when and to whom to make grants, the number of
shares to be covered by the grants, the vesting schedule, the type of award
and the terms and provisions relating to the exercise of the awards. An
aggregate of 1,250,000 shares of the Company's Common Stock is reserved for
issuance under the Plan.
At December 31, 1997, the Company had granted a total of 1,000,905
Incentive Stock Options under the Plan consisting of 649,935 Incentive Stock
Options exercisable at prices ranging from $1.75 per share to $3.50 per share,
and 350,000 Non-Qualified Stock Options ("NQSO's"), which NQSO's have been
issued to members of the Advisory Board and other Company advisors, and to
certain members of the Board of directors, and are exercisable at prices
ranging from $1.75 per share to $3.563 per share. All options have been
issued with exercise prices at or above market value on the date of issuance.
The following tables set forth certain information concerning the
granting and exercise of incentive stock options during the last completed
fiscal year by each of the named executive officers and the fiscal year-end
value of unexercised options on an aggregated basis:
<TABLE>
TABLE 2
Option/SAR Grants for Last
Fiscal Year - Individual Grants
<CAPTION>
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise
Options/SARs Employees in or Base Expiration
Name Granted (#) Fiscal Year Price ($/Sh) Date
- ---------------------- ------------ ------------ ------------ ----------
<S> <C> <C> <C> <C>
Ronald K. Lohrding -0- -0- -0- -0-
Craig T. -0- -0- -0- -0-
Rogers
H. Travis Lee 74,174 48.1% $2.25 January 6,
2002
- ---------------------
</TABLE>
<PAGE>
<PAGE>
<TABLE>
TABLE 3
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
----------------------------------------------------
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($) (1)
Shares Acquired Value Realized Exercisable/ Exercisable/
Name on Exercise (#) ($) (Unexercisable) Unexercisable
- ---------------- --------------- -------------- --------------- -----------------
<S> <C> <C> <C> <C>
Ronald K. Lohrding -0- -0- 16,750/158,250 $14,656.25/
$157,218.75
Craig T. Rogers -0- -0- 6,700/53,300 $5,862.50/
$52,887.50
H. Travis Lee -0- -0- 50,480/23,694 $25,240.00/
$11,847.00
- ------------------------------
</TABLE>
(1) Value Realized is determined by calculating the difference between the
aggregate exercise price of the options and the aggregate fair market
value of the Common Stock on the date the options are exercised.
(2) The value of unexercised options is determined by calculating the
difference between the fair market value of the securities underlying the
options at fiscal year end and the exercise price of the options. The
closing bid price of the Company's Common Stock at fiscal year end 1997,
was $2.75.
<PAGE>
Employee Stock Purchase Plan
- ----------------------------
The Board of Directors and shareholders have approved an Employee Stock
Purchase Plan ("ESPP") which has been adopted pursuant to Section 423 of the
Internal Revenue Code of 1986, as amended. The ESPP has an initial term of
three (3) years at which time it will terminate except as to any options
outstanding on the termination date. The ESPP is available to all employees
of the Company and its subsidiaries, except those employees of less than six
months, those employed on a part-time basis (20 hours per week or less), those
customarily employed for not more than five months in any calendar year, and
those persons who are officers, supervisors, or highly-compensated employees.
In addition, no persons owning five percent (5%) or more of the Company's
Common Stock may participate in the ESPP. No employee may purchase any more
than $25,000 worth of stock in any calendar year. The plan is limited to
100,000 shares per year over the three-year term with a maximum aggregate
number of shares which may be purchased by the Company's employees pursuant to
the ESPP being 300,000.
Under the plan, the year is divided into two enrollment periods of six
(6) months each. At the commencement of each six-month enrollment period, an
employee is given the ability to subscribe for and purchase shares of the
Company's Common Stock at the end of the six-month enrollment at a price equal
to 85% of the fair market value of the Company's Common Stock on the
commencement date or the termination date of such enrollment, whichever price
per share is lower. The shares are purchased pursuant to a payroll deduction
program pursuant to which an employee may elect to have up to 10% of that
employee's compensation withheld during each pay period for the purposes of
covering subscriptions made under the plan.
As of the date of this Proxy Statement, no shares of Common Stock have
been issued under the ESPP and there have been no subscriptions of employees
to participate in the plan. The Company expects to begin implementing the
ESPP during fiscal 1998.
4. INCENTIVE STOCK OPTION PLAN - ADDITIONAL SHARES.
------------------------------------------------
The Board of Directors of the Company has determined that, in order to be
able to provide additional incentive to the Company's management and key
employees, it is in the best interest of the Company and its stockholders that
an additional 250,000 shares be authorized to be issued pursuant to the
exercise of options granted under the Company's ISOP. Section XVIII of the
Plan, Section 422 of the Internal Revenue Code and Rule 16b-3 under the
Securities Exchange Act of 1934, as amended, each require that any increase in
the aggregate number of shares which may be issued under the Plan be approved
by a majority of the stockholders of the Company at a regular or special
meeting of the stockholders called for that purpose.
BOARD OF DIRECTORS' RECOMMENDATION.
For the reasons stated above, the Board of Directors recommends a vote
FOR approval of the proposal to increase by 250,000 shares the total number of
shares which may be issued pursuant to options granted under the Company's
ISOP.
5. INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
---------------------------------------
KPMG Peat Marwick LLP, served as the Company's principal accountant for
the fiscal year ended December 31, 1997 and is expected to be retained as the
Company's principal accountant for the fiscal year ending December 31, 1998.
Representatives of KPMG Peat Marwick LLP, are not expected to be present at
the Annual Meeting of Shareholders. However, should representatives of KPMG
Peat Marwick LLP attend the Annual Meeting of Shareholders, said
representatives will have an opportunity to make a statement if they so desire
or to respond to appropriate questions.
6. OTHER MATTERS
-------------
The Company's management is not aware of other matters which may come
before the Meeting. The Directors' designees or other persons named in the
accompanying form of proxy will vote said proxy in accordance with their
judgment if any other matter does properly come before the Meeting. A
majority of those votes present at the Meeting cast in favor of any such
matter will result in the passage of such matter.
A copy of Form 10-KSB, the annual report filed by the Company with the
Securities and Exchange Commission, will be furnished without charge to any
person who requests it in writing, from the office of the company at its
address noted on this Proxy Statement.
CELL ROBOTICS INTERNATIONAL, INC.
By: /s/ Craig T. Rogers
--------------------------------------
Craig T. Rogers, Secretary
1999 Annual Meeting
-------------------
No definitive date for the Annual Meeting of Shareholders in 1999 has
been established. Qualifying shareholders may submit proposals that are
consistent with the Company's Bylaws and federal securities laws to the
Company for inclusion in the Company's proxy material relating to the 1999
Annual Meeting. The Company must receive such proposals at its business
address (set forth at the beginning of this Proxy Statement) no later than
January 1, 1999.<PAGE>
<PAGE>
CELL ROBOTICS INTERNATIONAL, INC.
PROXY SOLICITED ON BEHALF OF THE COMPANY
The undersigned hereby constitutes and appoints Dr. Ronald K. Lohrding or
Craig T. Rogers (SEE NOTE BELOW) or either of them acting in the absence of
the other, with full power of substitution the true and lawful attorneys or
attorney and proxies of the undersigned to attend the Annual Meeting of the
Shareholders of Cell Robotics International, Inc. (the "Company") to be held
at 2715 Broadbent Parkway N.E., Albuquerque, New Mexico 87107 on May 29, 1998
at 10 o'clock a.m., or any adjournment or adjournments thereof, and vote all
the shares of the Company standing in the name of the undersigned with all the
powers the undersigned would possess if present at said meeting.
(1) FOR WITHHOLD AUTHORITY
--------------- ---------------
To elect all of the nominees listed below:
Dr. Ronald K. Lohrding, Craig T. Rogers, Mark Waller
Dr. Raymond Radosevich and Dr. Debra Bryant
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name below)
--------------------------------------------------
(2) FOR AGAINST ABSTAIN
---------- ---------- ----------
To increase the number of shares which may be issued pursuant to the
exercise of options granted under the Company's Incentive Stock Option Plan by
an additional 250,000 shares.
(3) Upon such other matters as may properly come before the meeting.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR ITEM 1, ITEM 2 AND IN
THE DISCRETION OF THE PERSON HOLDING THE PROXY FOR ANY OTHER BUSINESS.
(NOTE: Should you desire to appoint a proxy other than the management
designees named above, strike out the names of management designees and insert
the name of your proxy in the space provided above. Should you do this, give
this proxy card to the person you appoint instead of returning the proxy card
to the Company.)
(PLEASE DATE, SIGN AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.)
Receipt is acknowledged of Notice of Annual Meeting and Proxy Statement for
the meeting.
Date , 1998
-----------------------------------------------
----------------------------------------------------------
Name (please type or print)
----------------------------------------------------------
Signature
----------------------------------------------------------
Signature, if held jointly
Please sign exactly as name appears to the left. When shares are held by
joint tenants, both should sign. When signing as executor, administrator,
attorney, trustee, or guardian, please give full title as such. If a
corporation, please sign in full corporation name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
