<PAGE>
Schedule 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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
X Definitive proxy statement by Rule 14a-6(e)(2))
- ---
Definitive additional materials
- ---
Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
- ---
Lunar Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
X $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(l), or 14a-6(i)(2)
- --- or Item 22(a)(2) of Schedule 14A
$500 per each party to the controversy pursuant to Exchange Act Rule
- --- 14a-6(i)(3)
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
- ---
(1) Title of each class of securities to which transaction applies:
- -------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
<PAGE>
(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:
- --------------------------------------------------------------------------------
- --- 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>
Lunar Corporation
313 West Beltline Highway
Madison, Wisconsin 53713
(608) 274-2663
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Holders of the Common Stock of Lunar Corporation:
NOTICE IS HEREBY GIVEN that the Annual Meeting (the "Meeting") of
Shareholders of Lunar Corporation (the "Company") will be held at Lunar
Corporation, 313 West Beltline Highway, Madison, Wisconsin, on Friday,
November 17, 1995, at 3:00 p.m., local time, for the following purposes:
(1) To elect two (2) directors to serve until the 1998 Annual Meeting of
Shareholders, and until their successors are duly elected and qualified.
(2) To ratify the selection of KPMG Peat Marwick LLP as auditors for the
Company for the fiscal year ending June 30, 1996.
(3) To transact any other business as may properly come before the Meeting
or any adjournments thereof.
Only shareholders of record at the close of business on October 6, 1995,
the record date for the Meeting, shall be entitled to notice of and to vote at
the Meeting or any adjournments thereof.
IMPORTANT
To ensure your representation at the Meeting, please sign and date the
enclosed proxy, and return it immediately in the enclosed stamped envelope.
Sending in your proxy will not prevent you from personally voting your shares at
the Meeting, since you may revoke your proxy by attending the meeting and voting
in person or by advising the Secretary of the Company in writing (by later-dated
proxy or otherwise) of such revocation at any time before it is voted.
By Order of the Board of Directors,
Richard B. Mazess, Ph.D.
President
Madison, Wisconsin
October 23, 1995
<PAGE>
Lunar Corporation
313 West Beltline Highway
Madison, Wisconsin 53713
(608) 274-2663
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
the accompanying Proxy by the Board of Directors of Lunar Corporation (the
"Company") for use at the Annual Meeting (the "Meeting") of Shareholders to be
held at Lunar Corporation, 313 West Beltline Highway, Madison, Wisconsin,
Friday, November 17,1995, at 3:00 p.m., local time, and at any adjournments
thereof.
At the Meeting, shareholders will consider (1) the election of two (2)
directors to serve until the 1998 Annual Meeting of Shareholders (and until
their successors are duly elected and qualified), and (2) the ratification of
the selection of KPMG Peat Marwick LLP as auditors for the Company for the
fiscal year ending June 30, 1996. The Board of Directors does not know of any
other matters to be brought before the Meeting; however, if other matters
should properly come before the Meeting, it is intended that the persons named
in the accompanying Proxy will vote on such matters at their discretion.
Shareholders who execute proxies retain the right to revoke them at any
time prior to the voting thereof by attending the Meeting and voting in person
or by advising the Secretary of the Company of such revocation in writing (by
later-dated proxy or otherwise).
PROXY SOLICITATION
Proxies will be solicited by mail. In addition to solicitation by mail,
certain officers and employees of the Company may solicit by telephone,
telegraph, and personally. The cost of the solicitation will be borne by the
Company. The Notice of the Meeting, this Proxy Statement, the accompanying form
of Proxy and the Annual Report to Shareholders, including financial statements
for the fiscal year ended June 30, 1995, were first mailed to shareholders on or
about October 23, 1995.
<PAGE>
SHAREHOLDERS ENTITLED TO VOTE
Only holders of record of the shares of Common Stock, $0.01 par value, of
the Company at the close of business on October 6, 1995, the record date for the
Meeting, are entitled to notice of and to vote at the Meeting and at any
adjournments thereof. Shareholders will be entitled to one vote for each full
share held. On October 6, 1995, there were outstanding 5,340,360 shares of
Common Stock of the Company.
VOTING INFORMATION
A shareholder may, with respect to the election of directors, (i) vote for
the election of both nominees named below to serve until the 1998 Annual Meeting
of Shareholders, (ii) withhold authority to vote for both nominees, or (iii)
vote for the election of one nominee and withhold authority to vote for the
other nominee by striking a line through such other nominee's name on the Proxy.
A shareholder may, with respect to the proposal to ratify the selection of KPMG
Peat Marwick LLP as the Company's auditors, (i) vote "FOR" ratification, (ii)
vote "AGAINST" ratification, or (iii) "ABSTAIN" from voting on the proposal.
Proxies in the accompanying form, properly executed and received by the
Company prior to the Meeting and not revoked, will be voted as directed therein
on all matters presented at the Meeting. In the absence of a specific direction
from the shareholder as to a proposal, the shareholder's Proxy will be voted as
to such proposal "FOR" the election of the two director nominees named in this
Proxy Statement and "FOR" ratification of the selection of KPMG Peat Marwick LLP
as the Company's auditors. If a Proxy is marked to indicate that all or a
portion of the shares represented by such Proxy are not being voted with respect
to a particular matter, such non-voted shares will not be considered present and
entitled to vote on such matter, although such shares may be considered present
and entitled to vote on other matters and will count for purposes of determining
the presence of a quorum.
The affirmative vote of a plurality of the votes cast by the shares present
in person or by proxy at the Meeting and entitled to vote in the election of
directors is required to elect directors. Thus, if a quorum is present, the two
persons receiving the greatest number of votes will be elected to serve as
directors. Accordingly, non-voted shares with respect to the election of
directors will not affect the outcome of the election of directors. In
addition, withholding authority to vote for a director nominee will not prevent
such nominee from being elected. If a quorum is present, in order to ratify the
selection of KPMG Peat Marwick LLP as the Company's auditors, the number of
votes cast favoring ratification must exceed the number of votes cast opposing
ratification. Accordingly, non-voted shares and abstentions with respect to the
proposal to ratify the selection of KPMG Peat Marwick LLP as the Company's
auditors will not affect the determination of whether such matter has been
ratified.
<PAGE>
PURPOSES OF THE MEETING
Item 1 - Election of Directors
The Company's By-Laws authorize the Board of Directors to fix the number of
directors. Currently, the number is fixed at six. The By-Laws stagger the
Board of Directors by dividing the number of directors into three classes, with
one class being elected each year for a term of three years. For the 1995
Annual Meeting, two directors, Samuel E. Bradt and Richard B. Mazess, Ph.D., are
nominees for election to the Board of Directors.
The table below sets forth certain information with respect to the nominees
for election as directors of the Company to serve until the 1998 Annual Meeting
of Shareholders. Unless otherwise specified, the shares of Common Stock
represented by the proxies solicited hereby will be voted "FOR" the election as
directors of the persons named below as nominees, both of whom have been
nominated by the Board of Directors. If, at or prior to their election, any one
or more of the nominees shall be unwilling or unable to serve, it is presently
intended that the proxies solicited hereby will be voted for a substitute
nominee designated by the Board of Directors. The Board of Directors has no
reason to believe either of the nominees will be unwilling or unable to serve.
Positions Principal Occupations
Name and Age Held During Past 5 Years
- ------------ --------- ---------------------
To serve until the 1998 Annual Meeting of Shareholders:
Samuel E. Bradt Director Director since 1984; President of
Age 57 Merganser Corporation (a business
consulting and venture capital company)
since 1980; Chairman of Managed Health
Services Insurance Corporation since
1992; Director of several privately held
companies.
Richard B. Mazess, Ph.D. President Founder of the Company; President and
Age 56 Director since 1974; President and
Director of Bone Care International
Inc.,since 1986; Professor Emeritus of
Medical Physics at the University of
Wisconsin-Madison since 1985.
The Board of Directors recommends you vote FOR each of the nominees for the
Board of Directors of the Company.
<PAGE>
The following table sets forth certain information about the directors of
the Company whose terms of office will continue after the 1995 Annual Meeting.
Terms expiring at the 1996 Annual Meeting of Shareholders:
Positions Principal Occupations
Name and Age Held During Past 5 Years
- ------------ --------- ---------------------
John W. Brown Director Director since 1988; Chairman of the
Age 61 Board, Chief Executive Officer, and
President of Stryker Corporation
(medical devices) since 1977; Director
of First of America since 1992.
Reed Coleman Director Director since 1985; Chairman of
Age 62 Madison-Kipp Corporation (precision
engineered components) since 1964;
President and owner of The Reed Company
since 1985; Director of Kemper
Corporation since 1968, Regal-Beloit
Corporation since 1975; and several
privately held companies.
Terms expiring at the 1997 Annual Meeting of Shareholders:
Positions Principal Occupations
Name and Age Held During Past 5 Years
- ------------ --------- ---------------------
Malcolm R. Powell, M.D. Director Director since 1984; President of
Age 64 Nuclear Medicine Consultants (nuclear
medicine practice).
John Kapoor, Ph.D. Director Director since 1990; President and owner
Age 52 of EJ Financial Enterprises (a private
financial and investment firm) since
April 1990; Director of Unimed, Inc.,
since 1991, Option Care, Inc., since
1991, Akorn, Inc., since 1991, and
NeoPharm, Inc., since 1990.
Directors do not receive cash compensation for their services to the
Company. After each Annual Meeting of Shareholders and pursuant to the Lunar
Corporation Amended and Restated Stock Option Plan (the "Plan"), directors who
are not employees of the Company are granted nonqualified options to purchase
4,500 shares of Common Stock at the fair market value on the grant date. These
options expire ten years after their grant date and vest in one-third increments
on the first three anniversaries of the grant date.
Directors and officers of the Company are required by Section 16 of the
Securities Exchange Act of 1934 to report to the Securities and Exchange
Commission their transactions in, and beneficial ownership of, the Company's
Common Stock, including options to purchase Common Stock. Reports received by
the Company indicate that for the period from July 1, 1994, to June 30, 1995,
all reports were filed on a timely basis.
<PAGE>
During the year ended June 30, 1995, a total of four meetings of the Board
of Directors were held. All of the directors attended 75% or more of such
meetings. The Board of Directors has an Audit Committee. The Audit Committee,
composed of non-employee directors, oversees the audit of the corporate accounts
through independent public accountants whom it recommends for selection by the
Board of Directors. The Committee reviews the scope of the audit with such
accountants and their related fees. The Audit Committee did not hold any
meetings during the fiscal year ended June 30, 1995. Its members are Mr. Bradt
and Mr. Coleman. The Company does not have a nominating or compensation
committee of the Board of Directors.
Item 2 - Ratification of Selection of Auditors
The Board of Directors has selected KPMG Peat Marwick LLP, Chicago,
Illinois, as independent certified public accountants to act as auditors for the
Company for the fiscal year ending June 30, 1996. KPMG Peat Marwick LLP has
examined the accounts of the Company since March 1990, and in the opinion of
management, the firm should continue as auditors of the Company. Unless
otherwise specified, the shares of Common Stock represented by the proxies
solicited hereby will be voted "FOR" the proposal to ratify the selection of
KPMG Peat Marwick LLP as the Company's auditors.
Representatives of KPMG Peat Marwick LLP are expected to be present at the
meeting, will have an opportunity to make a statement if they wish to do so, and
will be available to respond to appropriate questions.
The Board of Directors recommends you vote FOR the selection of KPMG Peat
Marwick LLP as auditors of the Company for the fiscal year ending June 30, 1996.
<PAGE>
SECURITIES BENEFICIALLY OWNED BY PRINCIPAL SHAREHOLDERS,
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
beneficial ownership of the Common Stock of the Company, by (i) each director of
the Company, (ii) each executive officer of the Company who is named in the
summary compensation table included in this Proxy Statement, (iii) all directors
and executive officers of the Company as a group, and (iv) each person known by
the Company to be the beneficial owner of more than 5% of the Common Stock of
the Company.
Amount and Nature of Percent
Name Beneficial Ownership of Class(1)
Samuel E. Bradt 6,000(2) *
John W. Brown 72,000(3) 1.3%
Reed Coleman 116,500(4) 2.2
John Kapoor, Ph.D. 62,000(5) 1.1
Richard B. Mazess, Ph.D. 1,995,107(6) 37.3
Malcolm R. Powell, M.D. 71,400(7) 1.3
Robert A. Beckman 72,825(8) 1.4
James A. Hanson, Ph.D. 163,225(9) 3.0
Gregory M. Johnson 72,625(10) 1.3
Carl E. Gulbrandsen 10,300(11) *
All Directors and
Executive Officers as a
Group (11 persons) 2,663,007(12) 45.7
*Less than 1 percent (1%)
(1) Except as indicated below, (i) represents shares of Common Stock held of
record and beneficially as of the October 6, 1995 record date and (ii) all
shares of Common Stock are held with sole voting and investment power.
Percentage amounts are based upon an aggregate of 5,340,360 shares issued and
outstanding, and shares of Common Stock issuable within 60 days of October 6,
1995 upon exercise of stock options.
(2) Includes 3,000 shares of Common Stock issuable within 60 days upon exercise
of stock options.
(3) Includes 42,000 shares of Common Stock issuable within 60 days upon
exercise of stock options.
(4) Includes 104,500 shares of Common Stock held by The Reed Company, of which
Mr. Coleman is sole owner, and 12,000 shares of Common Stock issuable within 60
days upon exercise of stock options.
(5) All shares of Common Stock issuable within 60 days upon exercise of stock
options.
<PAGE>
(6) Includes 4,500 shares of Common Stock issuable within 60 days upon exercise
of stock options, and 425,000 shares of Common Stock held by Dr. Mazess as
custodian for his daughters. Dr. Mazess' address is 313 West Beltline Highway,
Madison, Wisconsin 53713.
(7) Includes 43,100 shares of Common Stock held by Dr. Powell's wife, 2,800
shares of Common Stock held by his daughters, and 19,500 shares of Common Stock
issuable within 60 days upon exercise of stock options.
(8) Includes 72,800 shares of Common Stock issuable within 60 days upon
exercise of stock options, and 25 shares of Common Stock held by Mr. Beckman as
custodian for his children.
(9) Includes 163,000 shares of Common Stock issuable within 60 days upon
exercise of stock options.
(10) Includes 72,600 shares of Common Stock issuable within 60 days upon
exercise of stock options.
(11) Includes 10,000 shares of Common Stock issuable within 60 days upon
exercise of stock options.
(12) Includes 482,400 shares of Common Stock issuable within 60 days upon
exercise of stock options.
In addition to the above, two officers of the Company beneficially own
options to purchase an aggregate of 30 shares of common stock of Bone Care
International, Inc., the Company's 86% owned subsidiary ("Bone Care"). As of
October 6, 1995, there were outstanding 1,075 shares of common stock in Bone
Care.
EXECUTIVE COMPENSATION
Board of Directors Report on Executive Compensation
- ---------------------------------------------------
The following is a report submitted by the Board of Directors addressing
the Company's compensation policy as it related to the Company's executive
officers for fiscal year 1995.
This report by the Board of Directors and the Performance Graph contained
in this Proxy Statement shall not be deemed to be incorporated by reference by
any general statement which incorporates by reference this Proxy Statement into
any filing under the Securities Act of 1933 or the Securities Exchange Act of
1934, and they shall not otherwise be deemed filed under such Acts.
Compensation Policy. The goal of the Company's executive compensation
policy is to ensure that an appropriate relationship exists between executive
pay and the creation of shareholder value, while at the same time motivating and
retaining key employees. To achieve this goal, the Company's executive
compensation policies integrate annual base salary with cash bonuses,
commissions, and stock options based upon corporate performance and individual
initiatives and performance. Measurement of corporate performance is primarily
based on Company goals and industry performance levels. Accordingly, in years
in which performance goals and industry levels are achieved or exceeded,
executive compensation would be higher than in years in which performance is
below expectations. Companies used in comparative analyses for the purpose of
determining each executive officer's compensation are selected by the Board of
Directors and include some of the companies in the Standard & Poor's Medical
Products and Supplies Index included in the Performance Graph set forth in this
Proxy Statement. The selection of such companies is based on various factors,
including industry classification and market capitalization.
<PAGE>
Annual base salary is designed to attract and retain qualified executives.
In addition, executive officers are eligible to be granted stock options under
the Plan. The Board of Directors believes that stock options ensure that
executives have a continuing stake in the long-term success of the Company and
are an effective incentive for executives to create value for shareholders since
the value of a stock option bears a direct relationship to the Company's stock
price. The Plan is administered by a committee comprised of two members of the
Board of Directors.
Performance Measures. In evaluating annual executive compensation, the
Board of Directors considers both long- and short-term objectives. Specific
measures of short-term goals include earnings per share, sales growth, market
share, and overall profitability in comparison to other companies in competition
with the Company. Longer-term objectives include strategic planning and
alliances which may not immediately impact sales and earnings growth. The Board
of Directors does not assign any specific weights to the foregoing performance
measures and does not use a fixed formula for determining base salary, bonuses,
or long-term compensation.
Fiscal Year 1995 Compensation. For fiscal year 1995, the Company's
executive compensation program consisted of base salary, adjusted from the prior
year, and a cash bonus based upon the performance measurements described above.
In addition, four executive officers included in the Summary Compensation Table
received commissions. Commissions are paid to more directly compensate
executive officers for changes in the Company's performance. Stock options are
granted from time to time to members of management, based primarily on such
person's potential contribution to the Company's growth and profitability.
The Chief Executive Officer's compensation for fiscal year 1995 consisted
of a base salary of $129,807, commissions of $34,539, and a cash bonus of
$3,000. At this time, the Chief Executive Officer is ineligible to be granted
stock options under the Plan because he is a member of the committee which
administers the Plan.
<PAGE>
Due to the CEO's significant holdings of Common Stock, the CEO receives a
base salary which is lower than the salary he would otherwise receive given his
duties and responsibilities and the comparative base salaries of the chief
executive officer of companies of similar size. Additionally, in fiscal year
1993, the CEO's base salary was reduced and a commission plan based on 0.1% of
sales was established. As noted above, the CEO was paid commissions of $34,539
during fiscal year 1995 pursuant to such plan. Finally, the CEO's cash bonus of
$3,000 was equal to the cash bonus of all but one other executive officer
included in the Summary Compensation Table. Pursuant to the Company's cash
bonus program, the CEO received four quarterly bonuses of $750 based on the
attainment of certain performance goals.
The Board of Directors believes that linking executive compensation to
corporate performance results in a better alignment of compensation with
corporate goals and shareholder interest. As performance goals are met or
exceeded, resulting in increased value to shareholders, executives are rewarded
commensurately. The Board of Directors believes that compensation levels during
fiscal year 1995 adequately reflect the Company's compensation goals and
policies.
Respectfully submitted,
Samuel E. Bradt
John W. Brown
Reed Coleman
John Kapoor, Ph.D.
Richard B. Mazess, Ph.D.
Malcolm R. Powell, M.D.
<PAGE>
Summary Compensation Table
The table below sets forth the compensation of the Company's Chief
Executive Officer and the four other most highly compensated executive officers
of the Company as of the end of fiscal year 1995.
Annual Long-Term
Compensation Compensation
----------------- Securities All Other
Name and Principal Fiscal Salary Bonus Underlying Compensation
Position Year ($) ($) Options (#) ($)(5)
- --------------------------- ------ ------- ------- ------------ ------------
Richard B. Mazess, Ph.D.(1) 1995 $164,346 $ 3,000 - $2,250
Chairman of the Board, 1994 139,392 3,000 - 1,883
President, and Chief 1993 119,193 1,500 - 1,896
Executive Officer
- --------------------------------------------------------------------------------
Robert A. Beckman(2) 1995 161,639 23,000 9,000 2,250
Vice President of 1994 143,462 3,000 15,000 2,399
Finance 1993 132,308 21,500 25,000 2,036
- --------------------------------------------------------------------------------
James A. Hanson, Ph.D.(3) 1995 155,885 3,000 - 2,234
Vice President of 1994 135,931 3,000 5,000 1,883
Marketing 1993 119,192 1,500 - 1,875
- --------------------------------------------------------------------------------
Gregory M. Johnson(4) 1995 210,906 3,000 3,000 2,250
Vice President of Sales 1994 189,313 3,000 10,000 2,649
1993 172,559 1,500 5,000 2,611
- --------------------------------------------------------------------------------
Carl E. Gulbrandsen 1995 170,002 3,000 5,000 809
Corporate General 1994 153,462 3,000 10,000 473
Counsel and Secretary 1993 142,307 10,750 20,000 --
- --------------------------------------------------------------------------------
(1) Dr. Mazess' salary includes sales-based commissions of $34,539 and $27,469
for fiscal years 1995 and 1994, respectively.
(2) Mr. Beckman's salary includes sales-based commissions of $12,639 for fiscal
year 1995.
(3) Dr. Hanson's salary includes sales-based commissions of $34,539 and $27,469
for fiscal years 1995 and 1994, respectively.
(4) Mr. Johnson's salary includes sales-based commissions of $87,060, $74,313,
and $57,559 for fiscal years 1995, 1994, and 1993, respectively.
(5) Amounts shown for each person consist of Company contributions to a defined
contribution plan.
<PAGE>
AGGREGATED STOCK OPTION EXERCISES IN FISCAL YEAR 1995
AND FISCAL YEAR END STOCK OPTION VALUES
The following table sets forth information on stock options exercised in
fiscal year 1995 by the Company's executive officers named in the Summary
Compensation Table and the value of such officers' unexercised stock options as
of June 30, 1995.
Number of Securities Value of unexercised
Underlying Unexercised In-the-Money Options
Shares Stock Options at at Fiscal Year End
Acquired Fiscal Year End (#) ($) (2)
on Value -------------------- --------------------
Exercise Realized Unexer- Unexer-
Name (#) ($)(1) Exercisable cisable Exercisable cisable
- --------------------------- -------- ----------- ------- ----------- -------
Richard B. Mazess -- -- 4,500 -- $122,805 --
Robert A. Beckman 15,000 $265,600 58,000 41,000 1,319,000 $743,750
James A. Hanson 5,000 86,875 162,000 4,000 4,486,910 69,000
Gregory M. Johnson -- -- 65,000 18,000 1,616,550 325,000
Carl E. Gulbrandsen 5,000 46,250 5,000 25,000 90,000 445,000
(1) Fair market value of underlying securities at exercise minus the exercise
price (i.e., value before income taxes payable as a result of the exercise).
The annualized value realized was $38,440, $8,984, and $19,996 for Mr. Beckman,
Dr. Hanson, and Dr. Gulbrandsen, respectively.
(2) Based upon the closing price of the Company's Common Stock of $28.25 on
June 30, 1995, as reported by the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") minus the exercise price.
<PAGE>
STOCK OPTION GRANTS IN FISCAL YEAR 1995
The following table sets forth information with respect to individual
stock option grants during fiscal 1995 to the Company's executive officers named
in the Summary Compensation Table.
Potential Realizable
% of Value at Assumed
Number of Total Annual Rates of Stock
Securities Options Price Appreciation
Underlying Granted for Option Term (3,4)
Options During Exercise ---------------------
Granted(1) Fiscal Price(2) Expiration 0% 5% 10%
Name (#) Year 1995 ($/Share) Date ($) ($) ($)
- --------------------------- --------- --------- ---------- --- ------- --------
Richard B. Mazess -- -- -- -- -- -- --
Robert A. Beckman 9,000 6.8% $11.25 08/02/04 0 $63,720 $161,370
James A. Hanson -- -- -- -- 0 -- --
Gregory M. Johnson 3,000 2.3 11.25 08/02/04 0 21,240 53,790
Carl E. Gulbrandsen 5,000 3.6 11.25 08/02/04 0 35,400 89,650
(1) All stock options were granted under the Company's Amended and Restated
Stock Option Plan. These options are nonqualified and vest 20% each year on the
first five anniversaries of the grant date.
(2) All grants were made at 100% of fair market value as of the grant date.
(3) The dollar amounts under these columns are the result of calculations at
the 5% and 10% assumed annual growth rates mandated by the Securities and
Exchange Commission and, therefore, are not intended to forecast possible future
appreciation, if any, in the Company's Common Stock price. The calculations
were based on the exercise prices and the 10-year term of the options. No gain
to the optionees is possible without an increase in stock price, which will
benefit all shareholders proportionately.
(4) The "Potential Realizable Value" to all shareholders as a group which would
result from the application of the same assumptions to the 5,325,460 shares of
Common Stock outstanding at June 30, 1995, at the closing price of $28.25 per
share of Common Stock on June 30, 1995, as reported by NASDAQ is an incremental
gain of $0, $94,633,424, and $239,752,209 for 0%, 5%, and 10%, respectively.
<PAGE>
PERFORMANCE GRAPH
The following table format of the performance graph compares the cumulative
total shareholder return on the Company's Common Stock for the five-year period
ended June 30, 1995, with the cumulative total shareholder return of Standard &
Poor's 500 Stock Index (the "S&P 500"), Standard and Poor's Medical Products and
Supplies Index (the "S&P Med Products"), and Hologic, Inc. Hologic, Inc., is
the Company's primary competitor. Hologic, Inc., sells bone densitometer
scanners which compete directly with the Company's bone densitometers.
08/14/90 06/30/91 06/30/92 06/30/93 06/30/94 06/30/95
-------- -------- -------- -------- -------- --------
S&P 500 $100 $113 $128 $145 $147 $185
S&P Med Products $100 $135 $154 $126 $122 $187
Lunar Corporation $100 $153 $148 $ 98 $110 $235
Hologic, Inc. $100 $ 32 $ 35 $ 20 $ 49 $ 78
The performance graph assumes $100 invested on August 14, 1990 in each of
the Company's Common Stock, the S&P 500 Index, the S&P Med Products Index, and
the common stock of Hologic, Inc. Also assumes the reinvestment of dividends.
The Company's Common Stock was first issued to the public under a registration
statement which became effective on August 14, 1990. August 14, 1990 was the
first trading day for the Company's Common Stock.
<PAGE>
CERTAIN TRANSACTIONS
On June 30, 1995, a limited liability partnership owned 50% by Mr. Beckman
purchased an Artoscan magnetic resonance imager for $317,155 from the Company.
The price paid was comparable to purchases by unaffiliated third parties. The
amount due was paid in full on October 20, 1995.
SHAREHOLDER PROPOSALS
In order to be considered for inclusion in the Company's proxy materials
for the 1996 Annual Meeting of Shareholders, any shareholder proposals must be
received at the executive offices of the Company on or before June 25, 1996.
FINANCIAL STATEMENTS
A copy of the Annual Report to Shareholders of the Company, containing
audited consolidated financial statements for the fiscal year ended June 30,
1995, is enclosed herewith.
By Order of the Board of Directors,
Richard B. Mazess, Ph.D.
President
Madison, Wisconsin
October 23, 1995
A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
ON FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 30, 1995, (OTHER THAN EXHIBITS NOT
SPECIFICALLY INCORPORATED BY REFERENCE THEREIN) WILL BE PROVIDED WITHOUT CHARGE
TO EACH RECORD OR BENEFICIAL OWNER OF THE COMPANY'S COMMON STOCK AS OF OCTOBER
6, 1995, ON THE WRITTEN REQUEST OF SUCH PERSON DIRECTED TO: LUNAR CORPORATION,
313 WEST BELTLINE HIGHWAY, MADISON, WISCONSIN 53713, ATTENTION: ROBERT A.
BECKMAN.
<PAGE>
(Label Here)
Proxy for
Lunar Corporation
Annual Meeting of Shareholders
November 17, 1995
The undersigned hereby appoints CARL E. GULBRANDSEN and ROBERT A. BECKMAN,
and each of them, proxies, with full power of substitution, to vote for the
undersigned all shares of the Common Stock of LUNAR CORPORATION (the "Company"),
which the undersigned would be entitled to vote if personally present at the
Annual Meeting of Shareholders to be held at Lunar Corporation, 313 West
Beltline Highway, Madison, Wisconsin, on Friday, November 17, 1995, at
3:00 p.m., local time, and at any adjournments thereof.
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY.
(1) ELECTION OF DIRECTORS
For nominees listed WITHHOLD AUTHORITY
(except as marked to to vote for nominees
contrary below) listed below
----- -----
Instructions: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.
Samuel E. Bradt Richard B. Mazess, Ph.D.
(2) Ratify selection of KPMG Peat Marwick LLP as auditors of the Company for
the fiscal year ending June 30, 1996.
For Against Abstain
----- ----- -----
(3) In their discretion, upon such other matters as may properly come before
the meeting or any adjournments thereof.
(Over)
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This proxy will be voted as specified on the reverse side. IF NO CONTRARY
SPECIFICATION IS MADE, IT WILL BE VOTED FOR ITEMS 1 AND 2 ON THE REVERSE SIDE,
AND IN THE DISCRETION OF THE PERSONS DESIGNATED HEREIN AS PROXIES, UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS
THEREOF.
Please date this proxy and sign exactly as your name or names appear
therein. Joint owners should each sign personally. Trustees and others signing
in representative capacity should indicate the capacity in which they sign.
The undersigned hereby revokes all proxies heretofore given to vote at the
aforesaid meeting.
Dated , 1995
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Co-Owner Sign Here Shareholder Sign Here
