<PAGE>
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 Section 240.14a-11(c) or Section 240.14a-12
Urologix, Inc.
--------------------------------------------------------------------------------
(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)(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:
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(4) Date Filed:
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Notes:
<PAGE>
Urologix, Inc.
14405 Twenty-First Avenue North
Minneapolis, Minnesota 55447
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
November 14, 2000
Notice is hereby given that the Annual Meeting of Shareholders of
Urologix, Inc. will be held at the Radisson Hotel, 3131 Campus Drive, Plymouth,
Minnesota, on Tuesday, November 14, 2000 at 3:30 p.m., local time, for the
following purposes:
1. To elect three directors to hold office for a term of three
years or until their respective successors have been elected.
2. To amend the Company's Amended and Restated 1991 Stock Plan to
increase the number of shares authorized for issuance under
the Plan.
3. To transact such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed September 29, 2000 as the record date
for the determination of shareholders entitled to notice of and to vote at the
meeting.
By Order of the Board of Directors,
/s/ Christopher R. Geyen
Christopher R. Geyen, Secretary
Minneapolis, Minnesota
October 6, 2000
To ensure your representation at the Annual Meeting, please sign, date and
return your proxy in the enclosed envelope, whether or not you expect to attend
in person. Shareholders who attend the meeting may revoke their proxies and vote
in person if they so desire. This proxy is solicited on behalf of the Board of
Directors of the Company.
<PAGE>
Urologix, Inc.
14405 Twenty-First Avenue North
Minneapolis, Minnesota 55447
PROXY STATEMENT
This Proxy Statement is furnished to the shareholders of Urologix, Inc.
(the "Company") in connection with the solicitation of proxies by the Board of
Directors of the Company to be voted at the Annual Meeting of Shareholders to be
held on November 14, 2000 or any adjournment or adjournments thereof. The cost
of this solicitation will be borne by the Company. In addition to solicitation
by mail, officers, directors and employees of the Company may solicit proxies by
telephone, telegraph or in person. The Company may also request banks and
brokers to solicit their customers who have a beneficial interest in the
Company's common stock registered in the names of nominees and will reimburse
such banks and brokers for their reasonable out-of-pocket expenses.
Any proxy may be revoked at any time before it is voted by receipt of a
proxy properly signed and dated subsequent to an earlier proxy, or by revocation
of a written proxy by request in person at the Annual Meeting. If not so
revoked, the shares represented by such proxy will be voted. The Company's
principal offices are located at 14405 Twenty-First Avenue North, Minneapolis,
Minnesota 55447, and its telephone number is (763) 475-1400. The mailing of this
proxy statement to shareholders of the Company commenced on or about October 9,
2000.
The total number of shares outstanding and entitled to vote at the
meeting as of September 29, 2000 consisted of 11,651,362 shares of common stock,
$.01 par value. Each share of common stock is entitled to one vote. Only
shareholders of record at the close of business on September 29, 2000 will be
entitled to vote at the meeting. A quorum, consisting of a majority of the
shares of common stock entitled to vote at the Annual Meeting, must be present
in person or by proxy before action may be taken at the Annual Meeting. If an
executed proxy is returned and the shareholder has abstained from voting on any
matter, the shares represented by such proxy will be considered present at the
meeting for purposes of determining a quorum and for purposes of calculating the
vote, but will not be considered to have been voted in favor of such matter. If
an executed proxy is returned by a broker holding shares in "street name"
indicating that the broker does not have discretionary authority as to certain
shares to vote on one or more matters, such shares will be considered present at
the meeting for purposes of determining a quorum, but will not be considered to
be represented at the meeting for purposes of calculating the vote with respect
to such matters.
<PAGE>
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS
AND MANAGEMENT
The following table includes information as of September 14, 2000
concerning the beneficial ownership of common stock of the Company by (i) the
only shareholders known to the Company to hold more than five percent of the
common stock of the Company, (ii) each of the directors of the Company and
nominees to the Board of the Company, (iii) each of the Named Executive Officers
of the Company, and (iv) all current directors and executive officers of the
Company as a group. Unless otherwise indicated, all beneficial owners have sole
voting and investment power over the shares held.
<TABLE>
<CAPTION>
Name and Address of Number of Shares Percentage
of Beneficial Owner Beneficially Owned(1) Beneficially Owned
------------------- ------------------ ------------------
<S> <C> <C>
Dimensional Fund Advisors Inc. 803,600(2) 6.9%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401-1038
John Reid 595,087 5.1%
The River Ridge Condo, #4-I
Bass Street
NewMarket, NH 03857
Boston Scientific Corporation 587,500 5.0%
One Boston Scientific Place
Natick, MA 01670
Mitchell Dann 547,357(3) 4.7%
Susan Bartlett Foote 10,000 *
Bobby I. Griffin 13,000 *
Paul A. LaViolette 602,500(4) *
Richard A. Randall 16,383 *
Michael M. Selzer, Jr. 212,112 1.8%
Eric J. Simon None(5) -
David C. Utz, M.D. 39,046 *
Ronald A. Blasewitz 90,000 *
Christopher R. Geyen 23,672 *
David J. Talen 22,080 *
W. Allen Putnam 85,281(6) *
All current directors and executive officers 1,587,496 13.2%
as a group (12 persons)
</TABLE>
----------------------------------
* Indicates ownership of less than one percent.
2
<PAGE>
(1) Includes options to purchase the following number of shares, which are
or will become exercisable within 60 days of this Proxy Statement: Mr.
Dann, 20,000 shares; Ms. Bartlett Foote, 10,000 shares; Mr. Griffin,
10,000 shares; Mr. LaViolette, 15,000 shares; Mr. Randall, 5,000
shares; Mr. Selzer, 147,286 shares; Dr. Utz, 34,546 shares; Mr.
Blasewitz, 90,000 shares; Mr. Geyen, 23,672 shares; Mr. Talen, 22,080
shares; Mr. Putnam, 36,663 shares; and all directors and executive
officers as a group, 387,430 shares.
(2) Based on the Form 13F filed with the Securities and Exchange Commission
by Dimensional Fund Advisors, Inc. on February 3, 2000.
(3) Includes 36,358 shares owned by M. Dann & Co. Profit Sharing Trust and
a separate trust for the benefit of family members.
(4) Includes 587,500 shares owned by Boston Scientific Corporation. Mr.
LaViolette is Senior Vice President of Boston Scientific Corporation
and President of Boston Scientific International. Mr. LaViolette
disclaims beneficial ownership of shares held by Boston Scientific
Corporation.
(5) On October 1, 2000, the Company issued 1,365,000 shares of unregistered
common stock and warrants to purchase 327,466 shares of common stock to
EDAP TMS S.A. and its affiliates. Mr. Simon is the Chief Executive
Officer of EDAP TMS S.A. Mr. Simon disclaims beneficial ownership of
shares held by EDAP TMS S.A. and affiliates. See "Election of
Directors," below.
(6) Includes 15,000 shares owned by Mr. Putnam's wife.
PROPOSAL ONE
ELECTION OF DIRECTORS
Pursuant to the terms of the Amended and Restated Articles of
Incorporation of the Company, directors are divided into three classes, with the
term of one class expiring each year. As the term of each class expires, the
successors to the directors in that class will be elected for a term of three
years. Vacancies on the Board of Directors and newly created directorships can
be filled by vote of a majority of the directors then in office. The terms of
Mr. LaViolette, Mr. Randall and Mr. Simon expire at the Annual Meeting of
Shareholders on November 14, 2000. The terms of Messrs. Griffin and Selzer
expire at the Annual Meeting of Shareholders following fiscal year 2001 and the
terms of Mr. Dann, Ms. Foote and Dr. Utz expire at the Annual Meeting of
Shareholders following fiscal 2002. Robert Momsen, a member of the Board of
Directors since 1992, resigned in March 2000. The Company desires to express its
gratitude to Mr. Momsen for his many years of valuable service to the Company.
Three directors will be elected at the Annual Meeting to serve until
the Annual Meeting of Shareholders following fiscal year 2003 or until their
successors are elected. The Board of Directors has nominated for election Mr.
LaViolette, Mr. Randall and Mr. Simon, all of whom are currently directors. Mr.
LaViolette was previously elected by the shareholders and Mr. Randall was
elected by the current directors to fill a vacancy on the Board. Mr. Simon was
elected by the current directors on October 1, 2000 in connection with the
Company's purchase of assets from EDAP TMS S.A., Technomed Medical Systems S.A.,
and EDAP Technomed, Inc. (collectively, "EDAP"). Under the Asset Purchase
Agreement, the Company agreed to nominate and solicit proxies for the election
of one candidate submitted by EDAP as a member of the Board of Directors of the
Company at an Annual Meeting of the Shareholders, as long as EDAP owns at least
eight (8%) of the total number of then outstanding shares of the Company.
It is intended that proxies will be voted for the named nominees.
Unless otherwise indicated, each nominee and each continuing director has been
engaged in his or her present occupation as set forth below, or has been an
officer with the organization indicated, for more than five years. The Board of
Directors believes that the nominees named below will be able to serve, but
should any nominee be unable to serve as a director, the persons named in the
proxies have advised that they will vote for the election of such substitute
nominee as the Board of Directors may propose.
3
<PAGE>
The names and biographical information concerning each nominee and the
other directors filling unexpired terms are set forth below, based upon
information furnished to the Company by the nominee and directors.
Name and Age Principal Occupation and Other Directorships
------------ --------------------------------------------
Nominees proposed for election for term expiring at the Annual Meeting following
fiscal 2003:
Paul A. LaViolette (43)............ Mr. LaViolette has served as a director of
the Company since April 1996. Mr. LaViolette
is a Senior Vice President and Group
President of Boston Scientific Corporation
and President of Boston Scientific
International. He joined Boston Scientific
Corporation in 1994 as President of
International, and in 1995 he became Group
President for the Nonvascular Businesses. In
October 1998, he became President of
International. In February 2000, he was
appointed Group President. Previously, Mr.
LaViolette was with C. R. Bard for ten
years, where he served as President of
Bard's USCI Division from 1993 to 1994 and
its USCI Angioplasty Division from 1991 to
1993. Before that time, he held several
other marketing positions at Bard between
1984 and 1991.
Richard A. Randall (48)............ Mr. Randall has served as a director of the
Company since May, 2000. He was most
recently with Innovasive Devices, Inc., a
manufacturer of surgical devices and
instrumentation, where he was President and
Chief Executive Officer, as well as a member
of the Company's Board of Directors from
1994 to 2000. Prior to joining Innovasive,
from 1989 to 1994, he was President, Chief
Executive Officer and Chairman of Target
Therapeutics, Inc., a medical device
manufacturer.
Eric J. Simon (39)................. Mr. Simon became a member of the Urologix
Board on October 1, 2000. Mr. Simon is the
Chief Executive Officer of EDAP TMS S.A. Mr.
Simon joined EDAP TMS S.A. in 1992 as Chief
Financial Officer, became a member of the
Executive Board of EDAP TMS S.A. in October
1993, Chief Executive Officer of EDAP TMS
S.A. in 1994 and Chief Executive Officer of
EDAP TMS S.A. in March 1998. Previously, Mr.
Simon was International Finance Manager for
Bouygues from 1985 to 1987, Head of
Corporate Investment Banking at Tuffier,
Ravier, Py, a French stockbroker, from 1987
to 1990, and Head of Operations and Futures
at EIFB, a subsidiary of the Union
Europeenne du CIC, a French credit
institution, from 1990 to 1992.
Directors serving continuing terms:
Mitchell Dann (40)................. Mr. Dann was a co-founder of the Company,
has served as a director since its inception
in 1991 and served as acting President from
June 1993 to January 1994 and from October
1998 to January 1999. He became Chairman of
the Board in March 1993. Mr. Dann is the
founder and Principal of Sapient Capital
Management, LLC, a
4
<PAGE>
healthcare venture capital firm. Previously,
Mr. Dann was President of M. Dann & Co.,
Inc., a venture capital advisory firm. Prior
to M. Dann & Co., Mr. Dann co-founded and
held the position of Managing Partner at IAI
Venture Capital Group, the venture capital
division of Investment Advisers, Inc.
Susan Bartlett Foote (54).......... Ms. Foote has served as a director of the
Company since March 1999. She has been an
Associate Professor and Division Head of the
Division of Health Services Research and
Policy at the University of Minnesota since
July 1999. From 1996 until July 1999, Ms.
Foote was the President of Public Policy
Partners, a health care policy development
and lobbying organization located in
Washington, D.C., which she founded. From
1995 to 1996, Ms. Foote was Senior Vice
President of APCO Associates, Inc., a public
affairs firm, and a partner of the
Washington office of the law firm of Dorsey
& Whitney, LLP. Prior to that, Ms. Foote was
a Senior Health Policy Analyst for the
Office of United States Senator Dave
Durenberger.
Bobby I. Griffin (63).............. Mr. Griffin has served as a director of the
Company since November 1998. From 1973 to
1998, Mr. Griffin held various positions
with Medtronic Inc., a medical device
manufacturer. From 1986 to 1998 he served as
Executive Vice President of Medtronic Inc.
and from 1991 to 1998 Mr. Griffin served as
President of the Medtronic Pacing Business.
Mr. Griffin retired in 1998. Mr. Griffin is
also a director of MTS Systems Corporation,
a manufacturer of testing and simulation
equipment, and Lutheran Brotherhood
Corporation, a fraternal life insurance and
investment products company.
Michael M. Selzer, Jr. (48)........ Mr. Selzer has served as a director of the
Company since January 1999, when he joined
the Company as President and Chief Executive
Officer. From 1994 to 1998, Mr. Selzer
served as Vice President and General Manager
of the Neurostimulation Business of
Medtronic, Inc., a medical device
manufacturer. From 1987 to 1994, Mr. Selzer
served as a Vice President of Medtronic in
various general management roles with its
micro electronics subsidiary, battery
operation, biomaterials development group
and animal research facility. Mr. Selzer is
also a director of Cyberoptics Corporation,
a manufacturer of semiconductor equipment
and MedAmicus Incorporated, a medical device
manufacturer.
David C. Utz, M.D. (76)............ Dr. Utz has been a director of the Company
since September 1994. He is an emeritus
consultant, Mayo Clinic. Dr. Utz was
Professor of Urology, Mayo Medical School,
and a consultant in the Department of
Urology from 1957 to 1988. He holds an M.D.
degree from St. Louis University School of
Medicine and a M.S. degree in Urology from
the University of Minnesota. Dr. Utz has
served in many medical and professional
urological associations and received
numerous prestigious awards in the field of
urology. He has been the author of over 145
publications and 28 abstracts and
editorials.
5
<PAGE>
Meetings. The Board of Directors met six times during fiscal year 2000.
Each current director who served as a director in fiscal 2000 attended at least
seventy-five percent of the meetings of the Board of Directors and Board
committees on which the director served.
Board Committee Meetings. The Compensation Committee, which is
currently comprised of Mr. Griffin and Ms. Foote, acts on behalf of the Board of
Directors in developing the executive compensation policies and administering
the compensation programs for the Company's executive officers. In addition, the
Compensation Committee evaluates and acts upon the incentive compensation plans
for the Company's employees; administers the Company's Stock Option Plan and
other compensation plans approved by the Board of Directors and shareholders;
and makes recommendations to the Board with respect to the compensation of
Directors. The Compensation Committee met two times in fiscal 2000 and took
action in writing in lieu of holding a meeting on eight occasions.
The Audit Committee, which is currently comprised of Mr. Randall and
Ms. Foote, is responsible for recommending which firm to engage as the Company's
independent auditors; reviewing and evaluating significant matters relating to
the audit and internal controls of the Company; and reviewing the scope and
results of audits by, and recommendations of, the Company's independent
auditors. In addition, the Audit Committee reviews the audited financial
statements of the Company and considers major changes and questions of choice
regarding appropriate auditing and accounting principles and practices to be
followed in the preparation of the Company's financial statements. The Audit
Committee met one time in fiscal 2000.
The Company does not have a nominating committee. However, the
Company's Bylaws provide that a notice of proposed shareholder nominations for
the election of directors must be timely given in writing to the Secretary of
the Company prior to the meeting at which directors are to be elected. To be
timely, the notice must be given by such shareholder to the Secretary of the
Company not less than 60 days nor more than 90 days prior to a meeting date
corresponding to the previous year's Annual Meeting. The notice to the Company
from a shareholder who intends to nominate a person at the meeting for election
as a director must contain certain information about such shareholder and the
person(s) nominated by such shareholder, including, among other things, the name
and address of record of such shareholder, a representation that the shareholder
is entitled to vote at such meeting and intends to appear in person or by proxy
at the meeting, the name, age, business and residence addresses and principal
occupation of each nominee, such other information as would be required to be
included in a proxy statement soliciting proxies for the election of the
proposed nominee(s), and the consent of each nominee to serve as a director if
so elected. The Company may also require any proposed nominee to furnish other
information reasonably required by the Company to determine the proposed
nominee's eligibility to serve as director. If the presiding officer of a
meeting of shareholders determines that a person was not nominated in accordance
with the foregoing procedure, such person will not be eligible for election as a
director.
Vote Required. Directors will be elected by a plurality of the votes
cast at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE ELECTION OF THE NOMINEES.
---------------------------------------
6
<PAGE>
Executive Officers and Other Members of Management of the Company
The executive officers and other members of management of the Company
are as follows:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Michael M. Selzer, Jr. 48 President, Chief Executive Officer and Director
Ronald A. Blasewitz 51 Senior Vice President and Chief Operating Officer
Christopher R. Geyen 29 Vice President, Chief Financial Officer, Secretary and
Treasurer
Kirsten Doerfert 44 Vice President, Marketing
David A. Montecalvo 35 Vice President, Product Development and Operations
David J. Talen 39 Vice President, International
</TABLE>
The following is a brief summary of the business experience of the
Company's executive officers and other members of management. Mr. Selzer's
business experience is listed above under "Election of Directors."
Mr. Blasewitz has served as Senior Vice President and Chief Operating
Officer since November 1999. Prior to joining Urologix, Mr. Blasewitz spent 20
years with General Electric Medical Systems progressing through a series of
increasingly responsible executive positions in sales, marketing and business
leadership. Mr. Blasewitz most recent position was General Manager of Americas
Xray, a $400 million operating unit.
Mr. Geyen was promoted to Vice President and Chief Financial Officer in
July 2000, and continues to serve as the Company's Secretary and Treasurer. He
previously served as Vice President of Finance and Administration since May 1999
and Controller from September 1998 to May 1999. Prior to joining Urologix, Mr.
Geyen served as Controller of Survivalink Corporation, a medical device
manufacturer, from 1996 through 1998. From 1993 though 1996, Mr. Geyen was an
auditor for Ernst and Young, LLP. Mr. Geyen is a Certified Public Accountant.
Ms. Doerfert joined Urologix as Vice President, Marketing in November
1999. Prior to joining Urologix, Ms. Doerfert held the Director of Marketing,
Urology position at Circon Corporation, the leading U.S. manufacturer of
endoscopic instrumentation and video systems, from 1992 to 1999. Prior to
Circon, Ms. Doerfert held various sales and marketing positions at Corometrics
Medical Systems from 1983 to 1992.
7
<PAGE>
Mr. Montecalvo has served as Vice President, Product Development and
Operations since February 2000. Prior to joining Urologix, Mr. Montecalvo was
employed by Medtronic, Inc. in global supply chain and operations leadership
positions of the Neurological Division from 1997 - 2000. From 1986 to 1997, Mr.
Montecalvo was employed by LecTec Corporation, a medical device company and held
positions of Vice President of Operations and Director of Corporate Science and
Technology. He holds an MBA from the University of St. Thomas, Saint Paul,
Minnesota, and a B.S. in biomedical engineering from Case Western Reserve
University, Cleveland, Ohio.
Mr. Talen was promoted to Vice President, Urologix International in
September 1999 after serving as Director of Global Marketing since February 1999
and in other increasing positions of responsibility since joining Urologix in
September 1997. Before joining Urologix, Mr. Talen held marketing management
positions with Integ, Inc. (1994 to 1997) and SciMed Life Systems, Inc. (1992 to
1994).
8
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Cash and Certain Other Compensation
The following table shows, for the fiscal years ending June 30, 2000,
1999 and 1998, the cash compensation paid by the Company, as well as certain
other compensation paid or accrued to those years, to Michael M. Selzer, Jr.,
the Company's President and Chief Executive Officer, and to each of the four
other most highly compensated executive officers of the Company in office during
fiscal year 2000, whose total cash compensation exceeded $100,000 during fiscal
year 2000 (together with Mr. Selzer, the "Named Executive Officers") in all
capacities in which they served:
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Annual Compensation(1) Compensation Awards
---------------------------------------- ----------------------------------
Name and Fiscal Other Annual Restricted Securities Underlying
Principal Position Year Salary Bonus Compensation Stock Awards Options (# Shares)
------------------ ---- ------ ----- ------------ ------------ ------------------
<S> <C> <C> <C> <C> <C> <C>
Michael M. Selzer, Jr 2000 $217,692 $ 73,773(2) -- -- --
President and Chief 1999 100,000 74,400(3) -- $109,375(4) 400,000
Executive Officer
Ronald A. Blasewitz 2000(5) 130,769 19,362(6) -- -- --
Senior Vice President and 1999
Chief Operating Officer
Christopher R. Geyen 2000(5) 114,230 22,132(7) -- -- --
Vice President, Chief 1999
Financial Officer,
Secretary and Treasurer
David J. Talen 2000(5) 121,090 33,444 $ 7,277(8) -- --
Vice President, International 1999
W. Allen Putnam 2000(9) 136,492 26,474 -- -- --
Vice President, Regulatory 1999 127,123 23,646(10) -- -- 42,290(11)
and Quality 1998 116,151 9,945 -- -- 8,000
</TABLE>
---------------------
(1) None of the Named Executive Officers received an aggregate amount of
perquisites and other personal benefits exceeding $50,000 or 10% of the
officer's total annual salary and bonus for the fiscal year.
(2) Mr. Selzer elected to receive $63,773 in cash and converted $10,000 into
options to purchase 9,846 shares of common stock. The options were granted
after the conclusion of fiscal year 2000.
(3) Mr. Selzer elected to receive $37,200 in cash and converted the remaining
$37,200 into options to purchase 43,775 shares of common stock. The options
were granted after the conclusion of fiscal 1999.
(4) Mr. Selzer received 25,000 shares of restricted stock in connection with
his initial employment. The Company's common stock had a closing market
price of $4.375 per share on the date of grant. The shares were subject to
forfeiture until January 4, 2000.
(5) Mr. Blasewitz joined the Company in November of 1999. Mr. Geyen became an
executive officer in May 1999, and Mr. Talen became an executive officer in
September 1999.
(6) Mr. Blasewitz received a signing bonus of $19,362. Additionally as a
signing bonus and in lieu of a fiscal bonus, Mr. Blasewitz was granted
options to purchase 40,000 shares of common stock.
(7) Mr. Geyen elected to receive $17,132 in cash and converted $5,000 into
options to purchase 4,923 shares of common stock. The options were granted
after the conclusion of fiscal year 2000.
(8) Mr. Talen received $7,277 as a commission on sales.
(9) Mr. Putnam left employment with the Company in June, 2000.
(10) Mr. Putnam elected to receive $13,646 in cash and converted the remaining
$10,000 to options to purchase 12,305 shares of common stock. The options
were granted after the conclusion of fiscal 1999.
(11) The number of options includes 32,290 shares for Mr. Putnam that were
granted prior to fiscal 1999 and were amended in fiscal 1999.
9
<PAGE>
Option Grants
The following table contains information concerning the grant of stock
options under the Amended and Restated Urologix, Inc. 1991 Stock Option Plan to
the Named Executive Officers during the fiscal year ended June 30, 2000:
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Individual Grants
----------------------------------------------------------------------------------- -----------------------
Potential Realizable
% of Total Value at Assumed
Options Annual Rates of Stock
Granted to Market Price Appreciation
Employees Exercise Price for Option Term
Options in Fiscal Price on Date Expiration -----------------------
Name Granted Year Per Share of Grant Date 5% 10%
---- ------- --------- --------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Michael M. Selzer, Jr. 45,775 5.13% $2.438 $2.438 8/13/2009 $ 70,184 $ 177,861
Ronald A. Blasewitz 240,000 26.91% $3.250 $3.250 10/26/2009 $490,538 $1,243,119
Christopher R. Geyen 25,000 2.80% $2.438 $2.438 7/2/2009 $ 38,331 $ 97,139
15,000 1.68% $6.750 $6.750 2/7/2010 $116,176 $ 213,866
David J. Talen 15,000 1.68% $2.438 $2.438 7/2/2009 $ 22,999 $ 58,283
20,000 2.24% $3.500 $3.500 9/8/2009 $ 49,023 $ 116,562
W. Allen Putnam 22,305 2.50% $2.438 $2.438 7/1/2001 $ 34,199 $ 86,667
</TABLE>
Option Exercises and Year-End Values
Stock options were exercised by the Named Executive Officers during the
fiscal year ended June 30, 2000. The following table sets forth certain
information regarding exercised and unexercised options held by each of the
Named Executive Officers at the end of the fiscal year ended June 30, 2000.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year and
Option Values at Fiscal Year End
---------------------------------------------------------
Shares Number of Securities Value of Unexercised
Acquired On Value Underlying Unexercised In-the-Money Options
Exercise (#) Realized (1) Options at June 30, 2000 at June 30, 2000(2)
------------ ------------- ------------------------ --------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael M. Selzer, Jr -- -- 116,608 329,167 $ 87,701 $ 61,833
Ronald A. Blasewitz -- -- -- 240,000 -- $195,120
Christopher R. Geyen -- -- 8,333 51,667 $ 3,608 $ 45,627
David J. Talen 2,500 $ 6,875 8,957 51,043 $ 3,878 $ 42,552
W. Allen Putnam 4,251 $ 16,586 28,924 34,671 $ 25,977 $ 26,913
</TABLE>
---------------------------
(1) Represents the difference between the fair market value of the shares
on the date of exercise and the exercise price multiplied by the
number of option shares exercised.
(2) Represents only options that were "in-the-money" on June 30, 2000. The
value of unexercised options is calculated by determining the
difference between the fair market value of the shares underlying the
options at June 30, 2000 and the exercise price of the options, times
the number of options outstanding. Fair market value was determined
based on a per share price of $4.06, which is the last sale price for
the Company's common stock on June 30, 2000, the last trading day in
the Company's fiscal year.
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Board Compensation Committee Report
The Compensation Committee (the "Committee") of the Board of Directors
is responsible for administering the Company's compensation program with respect
to the Company's executive officers. This report shall not be deemed
incorporated by reference to any filing under the Securities Act of 1933 or to
the Securities Exchange Act of 1934 and shall not otherwise be deemed to be
filed under either Act.
Compensation Philosophy.
The compensation philosophy of the Company is to provide competitive
levels of compensation that are consistent with the Company's annual and
long-term performance goals, recognize individual initiative and achievements
and assist the Company in attracting and retaining qualified executives.
In establishing compensation for executive officers, the Company
examines a variety of factors, including salaries for executives holding
comparable positions in similarly situated companies, including companies in the
medical device industry. The Company also seeks to establish an executive
compensation program that provides incentives that will reward officers for
pursuing the actions necessary to improve the Company's performance and increase
long-term shareholder value.
There are three elements to the Company's executive compensation
program: base salary, cash bonuses and long-term stock-based incentives. The
Company believes that there should be a strong relationship between executive
compensation and achievement of corporate goals.
Base Salary.
Executive base salaries have been based upon past performance,
experience, responsibility and salary levels for persons holding similar
positions in similarly situated companies.
Cash Bonuses.
Bonuses are awarded to executive officers upon achievement of specific
goals established at the beginning of the fiscal year.
Stock Options.
Stock options are generally granted to executive officers in connection
with their initial employment and periodically upon review of compensation
levels and past performance. The Committee believes that stock ownership by
management and stock-based performance compensation arrangements are beneficial
in aligning management and shareholder's interest in enhancing shareholder
value. Stock options have been awarded at an exercise price equal to the fair
market on the date of grant and therefore have value only if the price of the
Company's stock appreciates from the price on the date on which the stock
options are granted. In this way, the Company's executive officers and
shareholders benefit equally from such stock price appreciation. Stock options
are awarded in a manner consistent with the Company's objective to provide a
long-term equity interest in the Company and to provide an opportunity for a
greater financial reward if long-term performance is sustained. To encourage a
long-term perspective, options generally vest over a four-year period.
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Stock Option Exchange Program
To encourage stock ownership by executives and other employees, the
Company offers a program that allows employees, including executives, to elect
to receive stock options in lieu of some or all of the cash bonuses. Under the
program, participants currently receive an option to purchase $4.00 of common
stock at the market value for every $1.00 of compensation exchanged. Stock
options granted to named executives in fiscal 2000 under this program are
disclosed in the "Summary Compensation Table."
Chief Executive Officer Compensation.
On December 5, 1998, the Company entered into an employment agreement
with Michael M. Selzer, Jr. under which Mr. Selzer agreed to serve as the Chief
Executive Officer, President and a Director of the Company at a base salary of
$200,000 per year, with salary increases subject to the discretion of the
Company's Board of Directors. Mr. Selzer's current base salary under this
Agreement is $220,000 per year. Mr. Selzer has a bonus target of 50% of his base
salary based upon achievement of corporate goals. Under the employment
agreement, Mr. Selzer was also granted a non-qualified stock option to purchase
400,000 shares of the Company's common stock at the closing price of the
Company's common stock on the date his employment commenced. The option vests in
three tranches: the first 200,000 shares vest over four years beginning on the
date of employment, the second 100,000 shares vest over four years beginning on
the first anniversary of employment and the last 100,000 shares vest over the
four-year period beginning on the second anniversary of employment. If a change
of control (as defined in the Company's Stock Option Plan) occurs, any unvested
options will automatically accelerate. Mr. Selzer also received 25,000 shares of
restricted stock. The restrictions on those shares lapsed on January 4, 2000.
Mr. Selzer earned a bonus in the amount of $73,773 for fiscal 2000, of
which he elected to take $63,773 in cash and the remainder in incentive stock
options. The bonus was determined based on achievement of specific goals
established as part of the Company's 2000 Bonus Plan, including financial
performance and product quality goals.
Prior to entering into the employment agreement, the Company negotiated
with Mr. Selzer regarding its terms, with particular emphasis on establishing a
total compensation package which would induce Mr. Selzer to relinquish his
significant responsibilities and earning potential with his prior employer. The
Compensation Committee viewed this compensation as appropriate in light of Mr.
Selzer's relevant experience in the medical device industry and the comparable
compensation levels for chief executive officers in similarly situated
companies.
The employment agreement is terminable at will by either the Company or
Mr. Selzer. If his employment is terminated by the Company without Cause (as
defined in the agreement), the Company will be obligated to pay Mr. Selzer's
base salary for up to 12 months or until the date he secures other employment,
whichever occurs first.
Submitted by the Compensation Committee of the Board of Directors
SUSAN BARTLETT FOOTE BOBBY I. GRIFFIN
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Performance Graph
The following graph compares the cumulative total shareholder return on
the common stock of the Company from May 30, 1996, the first day of trading
after the Company's initial public offering, to June 30, 2000, the end of the
Company's fiscal year, with the cumulative total return of the Nasdaq Stock
Market and the Hambrecht - Quist Healthcare (excluding biotechnology) Index over
the same period (assuming the investment of $100 on May 30, 1996, the first day
of trading after the Company's initial public offering, and the reinvestment of
all dividends).
[PERFORMANCE GRAPH]
[PLOT POINTS]
Cumulative Total Return
---------------------------------------------------
5/30/96 6/96 6/97 6/98 6/99 6/00
UROLOGIX, INC. 100.00 96.43 121.43 60.71 17.64 29.02
NASDAQ STOCK MARKET (U.S.) 100.00 96.27 117.08 154.15 221.97 327.88
HAMBRECHT & QUIST HEALTHCARE
(EXCLUDING BIOTECHNOLOGY) 100.00 95.61 120.06 145.76 149.46 172.14
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Compensation of Directors
Under the current terms of the Company's 1991 Stock Option Plan,
persons serving as non-employee directors at the date of the annual shareholder
meeting automatically receive a grant to purchase 5,000 shares at a price equal
to fair market value on the date of grant. The options are immediately
exercisable on the date of grant and expire ten years from the date of grant,
subject to earlier termination one year after the person ceases to be a director
of the Company. Each director is also reimbursed for expenses associated with
attending Board of Directors meetings. Non-employee directors are also paid
$1,000 per board meeting and $500 per committee meeting.
Employment Agreements
In addition to the employment agreement with Mr. Selzer described above
in the "Chief Executive Officer Compensation" section, the Company also has in
place letter severance agreements with its other executive officers and key
employees. Under the terms of their respective agreements, the Company has
agreed that, if the employment of the executive officer or key employee is
terminated without cause, the Company will pay the employee's salary for a
period of six or twelve months or until such person has secured alternative
employment, whichever occurs first.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10% of
a registered class of the Company's equity securities, 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.
These insiders are required by Securities and Exchange Commission regulations to
furnish the Company with copies of all Section 16(a) forms they file, including
Forms 3, 4 and 5. During the fiscal year ended June 30, 2000, all reports
required by insiders were filed in a timely manner.
CERTAIN TRANSACTIONS
In 1996, the Company entered into an international distribution
agreement with Boston Scientific Corporation ("Boston Scientific"). Under the
agreement, Boston Scientific was granted exclusive distribution rights for the
Company's Targis System in all countries outside the United States and Japan.
Prior to entering into this distribution agreement, Boston Scientific made an
equity investment in the Company and currently holds approximately 5.1% of the
Company's common stock. This distribution agreement was amended in February 1999
making the Company responsible for (i) market development of the Targis(TM)
System, and (ii) working with Boston Scientific to sell Targis Systems from
Boston Scientific's inventory through the Company's direct sales force in
Europe. On December 31, 1999, the distribution agreement was amended a second
time restricting Boston Scientific's distribution rights to certain European
Countries. During the year ended June 30, 2000, the Company's sales to Boston
Scientific were not material. Paul A. LaViolette, a Senior Vice President of
Boston Scientific Corporation and President of Boston Scientific International,
is a director of the Company.
The Company has had a Consulting Agreement with Dr. David C. Utz, a
director of the Company, since September 1, 1993. The agreement has a one-year
term, which has been annually extended to August 31, 2001. Dr. Utz provides
consulting services to the Company in connection with the Medical Advisory
Board, as well as general consultation in the Company's products and clinical
evaluation of those products. In exchange for his services, Dr. Utz is paid
$24,000 per year, and as of September 2000 had received non-qualified stock
options to purchase an aggregate of 26,050 shares of
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the Company's common stock under the Consulting Agreement and as a Scientific
Advisory Board member. In connection with the October 13, 1998 re-pricing of
employee and Medical Advisory Board stock options and the stock options granted
to Dr. Utz under his Consulting Agreement, Dr. Utz surrendered options to
purchase 12,000 shares and received replacement options to purchase the same
number of shares at an exercise price of $3.625 per share.
M. Dann & Co., Inc., a company owned by Mitchell Dann, the Company's
chairman, provided consulting services to the Company. These consulting services
included, without limitation, assessing overall strategic direction, developing
and monitoring patent strategy, and maintaining relationships with key
physicians and the financial community. The Consulting Agreement concluded in
April of 2000. For these services, the Company paid M. Dann & Co., Inc. an
aggregate of $68,000 plus expenses in the amount of $8,023 during fiscal 2000.
In addition, Mr. Dann received a fee of $1,500 per month in May and June of 2000
for his services as the Chairman of the Board, as well as the standard director
fees paid to all directors during fiscal 2000.
PROPOSAL TWO
APPROVAL OF AN AMENDMENT TO THE COMPANY'S AMENDED AND
RESTATED 1991 STOCK OPTION PLAN
General Information
On August 1, 1991, the Company's Board of Directors adopted the
Urologix, Inc. 1991 Stock Plan (the "Stock Plan"). The purpose of the Stock Plan
is to attract and retain executives and other key employees, directors and
consultants, as well as to reward such persons who contribute to the achievement
of the Company's success, by giving them a proprietary interest in the Company.
The Stock Plan authorizes the granting of stock options, stock appreciation
rights ("SARs"), restricted stock and deferred stock awards.
Amendment to the Stock Plan
The Company is submitting for shareholder approval an amendment to the
Stock Plan to increase the number of shares of common stock reserved for
issuance under the Stock Plan from 2,450,910 shares to 2,950,910 shares.
The Stock Plan currently authorizes the issuance of shares of common
stock pursuant to awards granted under the Stock Plan. The Board of Directors
has amended the Stock Plan, subject to shareholder approval, to increase the
total number of shares available under the Stock Plan to 2,950,910 shares. There
were outstanding on September 15, 2000 options to purchase 126,455 shares under
the Stock Plan and 938,248 shares had been purchased through exercise of options
granted under the Stock Plan. No SARs, restricted stock awards or deferred stock
awards have been made under the Plan. The Board of Directors has deemed it
prudent to increase the shares available for grants under the Stock Plan to
facilitate future awards under the Stock Plan.
The Stock Plan is summarized below:
Eligibility. Officers, other key employees of the Company and any
subsidiaries, members of the Board of Directors and consultants are eligible to
be granted stock options, SARs, restricted stock or
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deferred stock under the Stock Plan. Currently, approximately 70 employees, 7
non-employee directors and 2 consultants are eligible to participate in the
Stock Plan. The Board of Directors, or the Committee, selects optionees and
participants and determines the number of shares, the price, the term and the
vesting provisions for each award.
Stock Options. The Stock Plan permits the granting of two types of
options: (i) Incentive Stock Options, which are intended to qualify under
Section 422 of the Internal Revenue Code, and (ii) Non-Qualified Stock Options.
No Incentive Stock Option may be granted under the Stock Plan after August 1,
2004. The option price of an Incentive Stock Option may not be less than 100% of
the fair market value of the Company's common stock on the date of grant, and
the exercise price of a Non-Qualified Option may not be less than 85% of the
fair market value on the date of grant. If an employee owns more than 10% of the
combined voting power of the Company's outstanding voting stock, the option
price shall be no less than 110% of the fair market value on the date of grant.
The closing price of the Company's common stock on the Nasdaq National Market on
June 30, 2000 was $4.06
The term of each option is established by the Committee, but shall not
exceed 10 years (five years in the event of an optionee who owns more than 10%
of the combined voting power of the Company's outstanding voting stock). Each
option will become exercisable at such time and on such conditions as determined
by the Committee. Each Member of the Board of Directors who is not an employee
of the Company at the date of the annual shareholder meeting automatically
receives a grant to purchase 5,000 shares at a price equal to fair market value
on the date of grant. The options are immediately exercisable on the date of
grant and expire ten years from the date of grant, subject to earlier
termination one year after the person ceases to be a director of the Company.
Stock Appreciation Rights. A stock appreciation right ("SAR") is a
right given to a person in conjunction with a stock option. The SAR enables the
option holder to elect to receive the difference between the option exercise
price and the market price of the stock in cash or stock, or a combination of
both. The option holder surrenders the option to the Company and receives the
"gain" in cash or stock. As of the date of this Proxy, no SARs have been granted
under the Stock Plan.
Restricted Stock. The Board of Directors (or the Committee) may issue
shares of restricted stock to participants in the Stock Plan which are
conditioned upon the achievement of specified performance goals. The recipient
of an award of restricted stock has no rights with respect to the stock unless
and until the recipient has achieved those goals. As of the date of this Proxy,
no restricted stock has been issued under the Stock Plan.
Deferred Stock. Similar to restricted stock, deferred stock awards may
be issued under the Stock Plan which are conditioned upon the attainment of
specified performance goals. The provisions of deferred stock awards and
restricted stock awards need not be the same with respect to each recipient. As
of the date of this Proxy, no deferred stock has been issued under the Stock
Plan.
Federal Income Tax Consequences
An optionee will not realize taxable income upon either the granting or
exercise of an Incentive Stock Option. However, upon exercise of the Incentive
Stock Option, the amount by which the fair market value of any shares exercised
exceeds the option price is an item of tax preference for purposes of the
alternative minimum tax. Upon the sale of such stock, the optionee generally
will recognize capital gain or loss if the stock has been held for at least two
years from the date of the option grant and at least one year after the stock
was purchased. Such capital gain or loss will be treated as long-term capital
gain or loss and taxed at a maximum rate of 20% if the stock was held for at
least 18 months, and will be
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<PAGE>
treated as mid-term capital gain or loss and taxed at a maximum rate of 28% if
the stock was held for more than 12 months but less than 18 months. If the
applicable holding periods are not satisfied, then any gain realized in
connection with the disposition of such stock will generally be taxable as
compensation income in the year in which the disposition occurred, to the extent
of the difference between the fair market value of such stock on the date of
exercise and the option exercise price. The balance of any gain will be
characterized as capital gain. The Company is entitled to a tax deduction to the
extent, and at the time, that the participant realizes compensation income.
An optionee also will not realize taxable compensation income upon the
grant of a Non-Qualified Stock Option. When an optionee exercises a
Non-Qualified Stock Option, he or she realizes taxable compensation income at
that time equal to the difference between the aggregate option price and the
fair market value of the stock on the date of exercise. Upon the disposal of
stock acquired pursuant to a Non-Qualified Option, the optionee's basis for
determining taxable gain or loss will be the sum of the option price paid for
the stock plus any related compensation income recognized by the optionee, and
such gain or loss will be long-term or short-term capital gain or loss depending
on whether the optionee has held the shares for more than one year.
The grant of restricted stock and deferred stock will not result in
immediate income for the participant or a deduction for the Company for federal
income tax purposes, assuming the shares are not transferable and subject to
restrictions creating a "substantial risk of forfeiture," as intended by the
Company. If the shares are transferable or there are no such restrictions or
deferral periods, the participant will generally realize compensation income
upon receipt of the award. Otherwise, any participant generally will realize
taxable compensation income when any such restriction or deferral period lapses.
The amount of such income will be the value of the common stock on that date,
less any amount paid for the shares. Dividends paid on the common stock and
received by the participant during the restricted period or deferral period
would also be taxable compensation income to the participant. In any event, the
Company will be entitled to a tax deduction to the extent, and at the time, that
the participant realizes compensation income. A participant may elect, under
Section 83(b) of the Internal Revenue Code, to be taxed on the value of the
stock at the time of award. If this election is made, the fair market value of
the stock at the time of the award is taxable to the participant as compensation
income and the Company is entitled to a corresponding deduction.
Registration with SEC
The Company has filed Registration Statements covering the offering of
the shares under the Stock Plan with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended. If Proposal Two is adopted,
the Company intends to file a similar Registration Statement covering the
500,000 additional shares available for issuance under the Stock Plan.
Vote Required
Shareholder approval of the amendment to the Stock Plan requires the
affirmative vote of the holders of the greater of (i) a majority of the voting
power of the shares of common stock present and entitled to vote on the
amendment to the Stock Plan at the Annual Meeting, or (ii) a majority of the
voting power of the minimum number of the shares entitled to vote that would
constitute a quorum for the transaction of business at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE APPROVAL OF
THE AMENDMENT AS SET FORTH IN PROPOSAL TWO.
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SHAREHOLDER PROPOSALS
The proxy rules of the Securities and Exchange Commission permit
shareholders of a company, after timely notice to the company, to present
proposals for shareholder action in the company's proxy statement where such
proposals are consistent with applicable law, pertain to matters appropriate for
shareholder action and are not properly omitted by company action in accordance
with the proxy rules. The Urologix, Inc. 2001 Annual Meeting of Shareholders is
expected to be held on or about November 13, 2001, and proxy materials in
connection with that meeting are expected to be mailed on or about October 9,
2001. Shareholder proposals prepared in accordance with the proxy rules must be
received by the Company on or before June 12, 2001.
ANNUAL REPORT
An Annual Report of the Company setting forth the Company's activities
and containing financial statements of the Company for the fiscal year ended
June 30, 2000 accompanies this Notice of Annual Meeting and proxy solicitation
material.
The accounting firm of Arthur Andersen, LLP has served as independent
public accountants for the Company for the year ended June 30, 2000. The Company
has selected Arthur Andersen, LLP to serve as independent public accountants for
the Company for the fiscal year ended June 30, 2001. The Company expects that a
representative from Arthur Andersen, LLP will attend the Annual Meeting and be
available to respond to appropriate shareholder questions.
GENERAL
The Company's Annual Report to Shareholders for the fiscal year ended
June 30, 2000 is being mailed to shareholders with this Proxy Statement.
Shareholders may receive without charge a copy of the Company's Annual Report on
Form 10-K, including financial statements schedules and amendments thereto, as
filed with the Securities and Exchange Commission, by writing to: Urologix,
Inc., 14405 21st Avenue North, Minneapolis, Minnesota 55447, Attention:
Christopher R. Geyen, or by calling the Company at (763) 475-1400.
By the Order of the Board of Directors
/s/ Christopher R. Geyen
Christopher R. Geyen, Secretary
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UROLOGIX, INC.
ANNUAL MEETING
Radisson Hotel
3131 Campus Drive
Plymouth, MN 55441
NOVEMBER 14, 2000
3:30 p.m. local time
--------------------------------------------------------------------------------
UROLOGIX, INC.
NOVEMBER 14, 2000 ANNUAL MEETING OF SHAREHOLDERS
This Proxy is solicited on behalf of the Board of Directors of the Company.
The undersigned, having duly received the Notice of Annual Meeting and Proxy
Statement dated October 9, 2000, hereby appoints Michael M. Selzer, Jr. and
Christopher R. Geyen, or either of them, proxies (each with full power to act
alone and with the power of substitution and revocation), to represent the
undersigned and to vote in their discretion cumulatively, all shares of Common
Stock of Urologix, Inc. held of record in the name of the undersigned at the
close of business on September 29, 2000, at the Annual Meeting of Shareholders
to be held on November 14, 2000, or at any adjournment or adjournments, hereby
revoking all former proxies.
Please mark this proxy as indicated on the reverse side to vote on any item.
(Continued and to be signed on other side.)
<PAGE>
\|/ Please detach here \|/
The Board of Directors Recommends a Vote FOR Items 1 and 2
1. ELECTION OF DIRECTORS: 01 Paul A. LaViolette 02 Richard A. Randall
03 Eric J. Simon
[_] Vote FOR [_] Vote WITHHELD
all nominees from all nominees
(INSTRUCTION: To withhold authority to vote for an individual nominee,
write the number(s) of the nominee(s) in the box provided to the right.)
___________________________________________
___________________________________________
2. PROPOSAL TO APPROVE AN AMENDMENT TO THE UROLOGIX, INC. AMENDED AND RESTATED
1991 STOCK OPTION PLAN.
[_] FOR [_] AGAINST [_] ABSTAIN
3. THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION UPON ANY OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL.
Address Change? Mark Box [_]
Indicate changes below: Date_________________________________, 2000
___________________________________________
___________________________________________
Signature(s) in Box
This Proxy Card must be Signed Exactly as
Name Appears Thereon. When shares are held
by joint tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or guardian, please
give full title as such. If a corporation,
please sign in full corporate name by
president or other authorized officer. If a
partnership, please sign in partnership name
by authorized person.
