<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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
[X] Definitive Proxy Statement by Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
OPTA FOOD INGREDIENTS, 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:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
OPTA FOOD INGREDIENTS, INC.
25 Wiggins Avenue
Bedford, MA 01730
(781) 276-5100
Fax: (781) 276-5101
April 21, 2000
Dear Stockholder:
You are cordially invited to attend the 2000 Annual Meeting of Stockholders
of Opta Food Ingredients, Inc. (the "Company") to be held on Tuesday, May 23,
2000, at 9:30 a.m. at the offices of the Company, 25 Wiggins Avenue, Bedford,
Massachusetts.
This year, in addition to the election of six Directors and approval of the
Company's independent accountants, stockholders are being asked to approve an
amendment to the Company's 1992 Employee, Director and Consultant Stock Option
Plan, increasing by 250,000 the number of shares of the Company's common
stock, $.01 par value per share ("Common Stock"), reserved for the grant of
stock options under that plan. The Board of Directors recommends the approval
of each of these proposals. Such other business will be transacted as may
properly come before the Annual Meeting.
The accompanying Notice of Annual Meeting of Stockholders and Proxy
Statement describe the matters that will be presented at the Annual Meeting.
Regardless of the number of shares of Common Stock you may own, your votes
are important. YOU ARE URGED TO VOTE, SIGN, DATE AND MAIL THE ENCLOSED PROXY
CARD PROMPTLY, in accordance with the instructions set forth on the card,
whether or not you plan to attend the Annual Meeting in person. This will
ensure your proper representation at the Annual Meeting.
Thank you for giving these materials your careful consideration.
Sincerely,
ARTHUR J. McEVILY, Ph.D.
Chief Executive Officer and
President
<PAGE>
OPTA FOOD INGREDIENTS, INC.
25 Wiggins Avenue
Bedford, MA 01730
(781) 276-5100
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 23, 2000
To the Stockholders of Opta Food Ingredients, Inc.:
Notice is hereby given that the 2000 Annual Meeting of Stockholders of Opta
Food Ingredients, Inc. (the "Company") will be held on Tuesday, May 23, 2000,
at 9:30 a.m. at the offices of the Company, 25 Wiggins Avenue, Bedford,
Massachusetts, to consider and act upon:
(1) The election of six (6) members of the Company's Board of Directors
to serve until the next Annual Meeting of Stockholders and until their
successors are elected and take office;
(2) The approval of an amendment to the Company's 1992 Employee, Director
and Consultant Stock Option Plan, increasing by 250,000 the aggregate
number of shares of Common Stock reserved for the grant of stock options
under the plan;
(3) The approval of the appointment by the Board of Directors of
PricewaterhouseCoopers LLP as the Company's independent accountants for the
fiscal year ending December 31, 2000; and
(4) Such other business as may properly come before the Annual Meeting or
any adjournments thereof.
Reference is hereby made to the accompanying Proxy Statement for more
complete information concerning the matters to be acted upon at the Annual
Meeting.
The Board of Directors has fixed the close of business on March 20, 2000 as
the Record Date (the "Record Date") for the determination of stockholders
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof. All stockholders are invited to attend the Annual Meeting in person.
HOLDERS OF RECORD OF COMMON STOCK AS OF THE RECORD DATE ARE URGED TO VOTE,
SIGN, DATE, AND RETURN THEIR PROXIES IN THE ENCLOSED RETURN ADDRESSED
ENVELOPE. NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED STATES. HOLDERS
OF RECORD OF THE COMMON STOCK AS OF THE RECORD DATE WHO DO ATTEND THE MEETING
AND WISH TO VOTE IN PERSON MAY REVOKE THEIR PROXIES.
By Order of the Board of Directors
JEFFREY M. WIESEN
Secretary
Bedford, Massachusetts
April 21, 2000
<PAGE>
OPTA FOOD INGREDIENTS, INC.
25 Wiggins Avenue
Bedford, MA 01730
(781) 276-5100
PROXY STATEMENT
FOR THE 2000 ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 23, 2000
GENERAL INFORMATION
This Proxy Statement, with the enclosed proxy card, is being furnished to
stockholders of Opta Food Ingredients, Inc., a Delaware corporation ("Opta" or
the "Company"), in connection with the solicitation by the Company's Board of
Directors (the "Board") of proxies to be voted at the Company's 2000 Annual
Meeting of Stockholders to be held on May 23, 2000 at 9:30 a.m. at the
Company's offices, 25 Wiggins Avenue, Bedford, Massachusetts, and at any
adjournments thereof (the "Meeting").
When the proxy card of a stockholder is duly executed and returned, the
shares of the Company's Common Stock, $.01 par value per share (the "Common
Stock") represented thereby will be voted in accordance with the voting
instructions given on the proxy by the stockholder. If no such voting
instructions are given on a proxy card with respect to one or more proposals,
the shares of common stock represented by that proxy card will be voted, in
the election of Directors, for the nominees named herein, and with respect to
other proposals, in accordance with the recommendations of the Board.
Stockholders may revoke their proxies at any time prior to any vote at the
Meeting by written notice of revocation to the Secretary of the Company at or
before the Meeting, by submission of a duly executed proxy card bearing a
later date, or by voting in person by ballot at the Meeting. The presence, in
person or by proxy, of the holders of a majority of common stock entitled to
vote at the Meeting, is necessary to constitute a quorum at the Meeting. As to
each matter submitted to a vote of stockholders, except (i) as provided for
under the Company's Restated By-Laws ("Restated By-Laws"), (ii) as provided
for under Delaware law and (iii) with respect to tabulation of the proxies,
abstentions are treated as votes against a proposal and broker non-votes have
no effect on the vote. Pursuant to the Restated By-Laws, the Directors are
elected by a plurality of the votes cast at the Meeting. The vote required to
approve each proposal is set out at the end of that proposal. No appraisal
rights exist for any action proposed to be taken at the Meeting.
The cost of soliciting proxies, including expenses in connection with
preparing and mailing this Proxy Statement, will be borne by the Company.
Proxies may be solicited by Directors, officers, or employees of the Company
by mail, by telephone, in person, or otherwise. No such person will receive
additional compensation for such solicitation. In addition, the Company will
request banks, brokers, and other custodians, nominees, and fiduciaries to
forward proxy material to the beneficial owners of Common Stock and to obtain
voting instructions from such beneficial owners. The Company will reimburse
such firms for their reasonable expenses in forwarding proxy materials and
obtaining voting instructions.
This Proxy Statement and the enclosed proxy card are first being mailed or
otherwise furnished to all stockholders of the Company entitled to notice of
and to vote at the Meeting on or about April 20, 2000. The Annual Report to
Stockholders for the fiscal year ended December 31, 1999 is being mailed to
the stockholders with this Proxy Statement, but does not constitute a part
hereof.
<PAGE>
VOTING SECURITIES
Holders of Common Stock of record on the books of the Company at the close
of business on March 20, 2000 (the "Record Date") are entitled to notice of
and to vote at the Meeting. At March 20, 2000, there were 10,897,864 shares of
Common Stock issued and outstanding, each of which entitles the holder to one
vote on each matter submitted to a vote at the Meeting.
PROPOSAL 1:
ELECTION OF DIRECTORS
Information Concerning the Nominees for Director
The Restated By-Laws of the Company provide for a Board consisting of such
number of Directors as shall be fixed from time to time by the Board. The
Board has fixed the number of Directors for the ensuing year at six, and six
Directors are to be elected at the Meeting. Pursuant to the Restated By-Laws,
the Directors are elected by a plurality of the votes cast at the Meeting.
Unless otherwise specified, the enclosed proxy will be voted in favor of the
election of the nominees named below. In the event that a vacancy occurs
during the year, such vacancy may be filled by the Board for the remainder of
such Director's full term. All nominees will be elected to serve until the
next Annual Meeting of Stockholders and until their successors are duly
elected and qualified, or until their earlier death, resignation or removal
from office. In the event any of these nominees shall be unable to serve as a
Director, the shares of common stock represented by the proxy will be voted at
the Meeting for the person, if any, who is designated by the Board to replace
the nominee. Each of the nominees has consented to be nominated and to serve
if elected.
The table below sets forth certain information with respect to the nominees
for election to the Board of Directors.
<TABLE>
<CAPTION>
Year First Principal Occupation, Business
Became Experience
Name Age Director and Other Business Affiliations
---- --- ---------- -------------------------------
<C> <C> <C> <S>
William P. Carmichael (1), 57 1999 Senior Managing Director of the
(2)........................ Succession Fund since 1998 which
provides strategic financial and
tax consulting to closely held
private companies. Former Senior
Vice President of Sara Lee
Corporation from 1991 to 1993,
Vice President and Chief
Financial Officer of Beatrice
Foods Company from 1985 to 1990,
Vice President of E-II Holdings
from 1987 to 1988 and Vice
President of Esmark, Inc. from
1976 to 1984. Also a Director of
Cobra Electronics Corporation and
Nations Funds.
A. S. Clausi................ 77 1991 A consultant in the food industry
since July 1987. Served at
General Foods Corporation from
December 1946 to July 1987, most
recently as Senior Vice President
and Chief Research Officer.
Chairman of the Food Research
Directors' Roundtable and
Chairman of the Monell Institute
Nutrition Advisory Board.
President of the Institute of
Food Technologists in 1993 and
1994 and Chairman of the
Institute of Food Technologists
Foundation. Also a Director of
EPL Technologies, Inc. A member
of the Company's Scientific
Advisory Board since 1991.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Year First Principal Occupation, Business
Became Experience
Name Age Director and Other Business Affiliations
---- --- ---------- -------------------------------
<C> <C> <C> <S>
Harry Fields (2)............ 76 1991 President of Fields Associates
Ltd., a consulting firm, since
April 1990. Served at
International Flavors &
Fragrances, Inc. ("IFF") from
1948 to April 1990, most recently
as President of IFF and as a
member of the Board of Directors.
Glynn C. Morris (1), (2).... 59 1993 A consultant to the food industry
since 1997. Former President and
Chief Executive Officer of Presto
Food Products, Inc. from 1989 to
1996. From 1973 to 1989, with
Carnation Company in various
positions, most recently as Vice
President/General Manager of the
Specialty Foods Division.
Arthur J. McEvily, Ph.D..... 48 2000 Dr. McEvily was named President
and Chief Executive Officer of
the Company in February 2000.
Previously, he was named
Executive Vice President in
January 1999, Senior Vice
President, Commercial Development
in December 1997 and served as
Vice President Applications,
Technical Service and New Product
Commercialization from August
1996 to December 1997. He served
as Vice President Sales and
Business Development of the
Company from December 1993 to
July 1996. From May 1991 to
December 1993 he held various
positions at Opta, ranging from
Senior Research Scientist to
Product Director to Director of
Business Development. Dr. McEvily
served in various scientific
capacities at Enzytech from
October 1988 to May 1991.
Olivier Suquet.............. 42 -- Chairman and Chief Executive
Officer of Diana Ingredients,
Inc., a 100% controlled
subsidiary of Banque Paribas,
since 1995. Former Chief
Operating Officer of Diana
Ingredients, Inc., from 1993
through 1994. From 1991 to 1993,
President of Armoes de Bretagne.
From 1989 to 1991, served as Vice
President of Nouvelle Holding
Guyomarc'h S.A.
</TABLE>
- --------
(1) Member of the Compensation Committee.
(2) Member of the Audit and Finance Committee.
3
<PAGE>
Meetings and Committees of the Board of Directors
During the year ended December 31, 1999, the Board held five meetings. Each
of the Directors attended at least 75% of the Board meetings and meetings of
committees of the Board of which he was a member. In addition, from time to
time, the members of the Board of Directors and its committees may act by
unanimous written consent pursuant to Delaware law.
The Audit and Finance Committee, which consists of Harry Fields, Glynn C.
Morris and William P. Carmichael, met during 1999 to review with the Company's
independent accountants the scope of the annual audit, to discuss the adequacy
of internal accounting controls and procedures, and to perform general
oversight with respect to the accounting principles applied in the financial
reporting of the Company.
During the year ended December 31, 1999, the Compensation Committee
consisted of William P. Carmichael and Glynn C. Morris. The Compensation
Committee's functions are to recommend to the full Board the amount,
character, and method of payment of compensation of all executive officers and
certain other key employees and consultants of the Company and to administer
the Company's stock option and stock purchase plans. The Compensation
Committee held various meetings during 1999.
The Audit and Finance Committee and Compensation Committee are the only
standing committees of the Board. The Company does not have a standing
Nominating Committee.
Compensation Committee Interlocks and Insider Participation
During the year ended December 31, 1999, the Compensation Committee
consisted of William P. Carmichael and Glynn C. Morris. Neither of them is or
has been an employee of the Company. No executive officer of the Company
serves as a member of the Board of Directors or compensation committee of any
entity that has one or more executive officers serving as a member of the
Company's Board of Directors or Compensation Committee.
Board Recommendation
The Board of Directors recommends that the stockholders vote FOR the
election of the nominees to the Board of Directors. A plurality of the votes
cast in person or by proxy at the Meeting is required to elect each nominee as
a Director.
4
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership of
Common Stock as of March 20, 2000, by (i) each person known to the Company to
be the beneficial owner of more than 5% of Common Stock, (ii) each Director or
Director nominee of the Company, (iii) each executive officer named in the
Summary Compensation Table below, and (iv) all Directors and executive
officers of the Company as a group.
<TABLE>
<CAPTION>
Shares
Beneficially Percentage
Name and Address* Owned (1) of Total (1)
- ----------------- ------------ ------------
<S> <C> <C>
Nouvelle Holding Guyomarc'h S.A. (2)................ 1,390,574 12.76%
14 Rue Lafayette 75009
Paris, France 48 01 98 50
David A. Rocker (3)................................. 1,080,900 9.92%
Suite 1759
45 Rockefeller Plaza
New York, NY 10111
State of Wisconsin Investment Board (4)............. 1,040,000 9.54%
P.O. Box 7842
Madison, WI 53707
Dimensional Fund Advisors, Inc. (5)................. 811,600 7.45%
1129 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
William P. Carmichael............................... 25,000 **
A. S. Clausi (6).................................... 39,444 **
Harry Fields (7).................................... 28,333 **
Glynn C. Morris (8)................................. 20,000 **
Lewis C. Paine, III (9)............................. 292,246 2.68%
Arthur J. McEvily, Ph.D. (10)....................... 131,903 1.21%
Joel A. Stone (11).................................. 103,429 **
Scott A. Kumf (12).................................. 40,543 **
Olivier Suquet (13)................................. 1,390,574 12.76%
All Directors and executive officers as a group
(9 persons) (14)................................... 2,071,472 19.01%
</TABLE>
- --------
* Address provided for beneficial owners of 5% or more of the outstanding
Common Stock only.
** Represents beneficial ownership of less than 1% of the outstanding Common
Stock.
(1) Beneficial ownership of shares for purposes hereof, as determined in
accordance with applicable Securities and Exchange Commission rules,
includes shares as to which a person has or shares voting power and/or
investment power. The stockholders named in the above table have sole
voting and investment power with respect to all shares shown to be
beneficially owned by them, except as otherwise noted. The percentage of
beneficial ownership of Common Stock of each stockholder named in the
above table is based upon the 10,897,864 shares of Common Stock issued
and outstanding at March 20, 2000, and is calculated by treating any
options held by such person and exercisable within 60 days after March
20, 2000 as having been
5
<PAGE>
exercised for Common Stock, but without deeming such options to have been
exercised for purposes of computing beneficial ownership of Common Stock of
any other stockholder. Beneficial ownership of Common Stock by all
Directors and executive officers as a group assumes such exercises of
options by the members of such group, but not by others.
(2) Based solely upon information reported on Schedule 13D as filed with the
Securities and Exchange Commission on January 29, 1997 on behalf of
Nouvelle Holding Guyomarc'h S.A. ("Nouvelle") and Compagnie Financiere de
Paribas ("Paribas"). Includes 1,390,574 shares held of record by
Nouvelle. As the holder of approximately 95% of the capital stock of
Nouvelle, Paribas may be deemed to have sole voting and dispositive power
over such shares held of record by Nouvelle. Paribas disclaims beneficial
ownership of such shares.
(3) Based solely upon information reported on Schedule 13G as filed with the
Securities and Exchange Commission on February 11, 2000.
(4) Based solely upon information reported on Schedule 13G as filed with the
Securities and Exchange Commission on February 9, 2000.
(5) Based solely upon information reported on Schedule 13G as filed with the
Securities and Exchange Commission on February 3, 2000 on behalf of
Dimensional Fund Advisors Inc. ("DFA") an investment advisor registered
under the Investment Advisors Act of 1940. Persons who are officers of
DFA also serve as officers of DFA Investment Trust Company, each an open-
end management investment company registered under the Investment Company
Act of 1940.
(6) Includes 15,000 shares which Mr. Clausi may acquire upon the exercise of
options within 60 days after March 20, 2000.
(7) Includes 21,666 shares which Mr. Fields may acquire upon the exercise of
options within 60 days after March 20, 2000.
(8) Represents shares which Mr. Morris may acquire upon the exercise of
options within 60 days after March 20, 2000.
(9) Includes 187,000 shares which Mr. Paine may acquire upon the exercise of
options within 60 days after March 20, 2000.
(10) Includes 104,167 shares which Dr. McEvily may acquire upon the exercise
of options within 60 days after March 20, 2000.
(11) Includes 63,000 shares which Mr. Stone may acquire upon the exercise of
options within 60 days after March 20, 2000.
(12) Includes 37,000 shares which Mr. Kumf may acquire upon the exercise of
options within 60 days after March 20, 2000.
(13) Represents shares held of record by Nouvelle. See Note 2 above. Mr.
Suquet is an officer of Diana Ingredients, Inc. ("Diana"), and may be
deemed to be an indirect beneficial owner of the shares owned by Nouvelle
because Diana and Nouvelle are each primarily owned by Paribas. Mr.
Suquet disclaims beneficial ownership of such shares.
(14) Includes an aggregate of 447,833 shares which may be acquired upon the
exercise of options within 60 days after March 20, 2000.
6
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary Compensation Table
Executive officers of the Company are elected by the Board of Directors on
an annual basis and serve at the discretion of the Board of Directors. The
following table (the "Summary Compensation Table") sets forth a summary of the
compensation paid by the Company during its 1997, 1998 and 1999 fiscal years
to each of (i) its Chief Executive Officer (the "CEO") and (ii) persons who
were serving as executive officers of the Company (other than the CEO) as of
December 31, 1999 whose total annual salary and bonus exceeded $100,000 for
the fiscal year ended December 31, 1999.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
-------------------- ------------
Stock All Other
Name and Principal Position Year Salary Bonus Options Compensation
- --------------------------- ---- ---------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Lewis C. Paine, III 1999 $ 235,000 $ 75,000 100,000 -0-
Chairman of the Board, 1998 $ 220,000 $ 88,000 75,000 $20,000(1)
President and Chief 1997 $ 207,000 -0- 140,000 $20,000(1)
Executive Officer
Arthur J. McEvily, Ph.D. 1999 $ 171,000 $ 68,400 50,000 -0-
Executive Vice President 1998 $ 154,000 $ 64,680 30,000 -0-
1997 $ 140,000 $ 10,000 57,500 -0-
Joel A. Stone 1999 $ 155,000 $ 43,400 -0- -0-
Vice President of 1998 $ 145,000 $ 60,900 25,000 -0-
Operations 1997 $ 125,000 $ 15,000 35,000 -0-
Scott A. Kumf 1999 $ 140,000 $ 55,000 40,000 -0-
Chief Financial Officer, 1998 $ 131,000 $ 55,020 25,000 -0-
Vice President, 1997 $ 125,000 $ 20,000 50,000 -0-
Administration And
Treasurer
</TABLE>
- --------
(1) Represents forgiveness of a non-interest bearing note dated January 8,
1993 ("the Note").
7
<PAGE>
Option Grants in the Last Fiscal Year
The following table sets forth information concerning stock options granted
during the fiscal year ended December 31, 1999 to the officers named in the
Summary Compensation Table.
<TABLE>
<CAPTION>
Individual Grants
-----------------------------------------------
Potential Realizable
Value at Assumed
Annual Rates of
Number of % of Total Stock Price
Securities Options Appreciation for
Underlying Granted to Exercise Option Term (2)
Options Employees Price per Expiration ---------------------
Name Granted (1) in Fiscal Year Share Date 5% 10%
- ---- ----------- -------------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Lewis C. Paine, III...... 100,000 29.8% $3.42 7/13/09 $238,375 $582,150
Arthur J. McEvily, Ph.D.. 50,000 14.9% $3.42 7/13/09 $119,188 $291,075
Scott A. Kumf............ 40,000 11.9% $3.42 7/13/09 $ 95,350 $232,860
</TABLE>
- --------
(1) These options are non-qualified or incentive stock options granted under
the Company's 1992 Employee, Director and Consultant Stock Option Plan
with an exercise price equal to the fair market value per share at the
date of grant, for a term of ten (10) years, vesting in equal annual
installments over five (5) years from the date of grant.
(2) The potential realizable values that would exist for the respective
options are based on assumed rates of annual compound stock price
appreciation of 5% and 10% from the date of grant over the full term of
the option. Actual gains, if any, on stock options, exercises and Common
Stock holdings are dependent on the future performance of the Common
Stock.
Option Exercises and Fiscal Year-End Option Values
The following table sets forth information concerning the number of
unexercised options held by the officers named in the Summary Compensation
Table at the end of the last fiscal year and the value of such unexercised
options as of such date. Except for Dr. McEvily, none of such officers named
in the Summary Compensation Table exercised any options during the last fiscal
year.
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money Options
Option Exercises Options at Fiscal Year End at FY-End (1)
-------------------- ------------------------------ -------------------------
Shares
Acquired Value
Name on Exercise Received Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- -------- ------------- -------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Lewis C. Paine, III...... -0- $ -0- 151,000 244,000 $-0- $-0-
Arthur J. McEvily, Ph.D.. 13,333 $36,706 93,166 108,501 $-0- $-0-
Joel A. Stone............ -0- $ -0- 54,000 41,000 $-0- $-0-
Scott A. Kumf............ -0- $ -0- 25,000 90,000 $-0- $-0-
</TABLE>
- --------
(1) Value is calculated by determining the difference between the average of
the high and low sales prices for the Common Stock on the Nasdaq National
Market on December 31, 1999 ($3.00) and the exercise price of the option.
(2) Dr. McEvily exercised an option to purchase 13,333 shares at $.06 per
share during 1999. Dr. McEvily has not sold any of these shares acquired
upon the exercise of such options.
8
<PAGE>
Compensation of Directors
The Company's independent Directors, who are neither affiliated with a major
shareholder nor parties to consulting arrangements with the Company, each
receive a fee of $1,000 for each Board meeting attended. Mr. Clausi has a
consulting agreement with the Company, in addition to his activities as a
member of the Company's Scientific Advisory Board, pursuant to which he
receives $10,000 per annum, plus $1,000 per day for meetings attended in
excess of 10 days per year.
In addition, the Company has a stock option program for Directors under its
1992 Employee, Director and Consultant Stock Option Plan pursuant to which, on
March 31 of each year, each non-employee Director then in office receives
options to purchase 2,500 shares of Common Stock at the then fair market value
thereof. Such options vest in equal annual installments over a five-year
period based on continued service on the Board of Directors. Options to
purchase 2,500 shares were granted under this program during fiscal 1999 to
Messrs. Clausi, Fields and Morris.
Employment Contracts, Termination of Employment and Change-in-Control
Arrangements
The Company had an employment agreement with Lewis C. Paine, III pursuant to
which Mr. Paine had agreed to serve as President and Chief Executive Officer
of the Company at an annual base salary of $235,000 plus an annual performance
bonus based on 45% of his base salary through December 31, 1999. Mr. Paine's
annual performance bonus was based on the Company achieving certain corporate
financial goals and was at the discretion of the Board of Directors. Mr. Paine
voluntarily terminated his employment with the Company effective March 1,
2000, and under the terms of this employment agreement, the Company has agreed
to pay Mr. Paine a lump sum severance for 15 months in an amount equal to his
annual base salary. The Company also agreed that stock options previously
granted Mr. Paine would continue to vest until December 31, 2000 and Mr. Paine
will have 90 days after December 31, 2000 to exercise such vested options or
the options will be cancelled in accordance with the Stock Option Plan. With
the resignation of Mr. Paine, the Board of Directors named Arthur J. McEvily,
Ph.D., President and Chief Executive Officer.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION (1)
The Compensation Committee of the Board of Directors (the "Committee") is
composed entirely of outside, non-employee Directors. During the year ended
December 31, 1999 the members of the Compensation Committee were William P.
Carmichael and Glynn C. Morris. The Committee determines the base salaries of
the Company's executive officers and the amount of annual bonus awards, if
any, and other compensation to be paid to the Company's executive officers. In
addition, the Committee administers the Company's 1992 Employee, Director and
Consultant Stock Option Plan (the "Option Plan") under which incentive or non-
qualified stock options may be granted to executive officers and other
employees.
- --------
(1) The report of the Compensation Committee of the Board of Directors shall
not be deemed incorporated by reference by any general statement
incorporating by reference this Proxy Statement into any filing under the
Securities Act of 1933, as amended or under the Securities Exchange Act of
1934, as amended, except to the extent that the Company specifically
incorporates this report by reference.
9
<PAGE>
Compensation Policies Applicable to Executive Officers; Components of
Compensation
The Committee's executive compensation policies have as their cornerstone
the fundamental purpose of enabling the Company to attract and retain key
executive personnel and motivate those executives to achieve the Company's
goals. The food ingredients industry and related industries such as the
consumer food products industry are extremely competitive with respect to
recruitment and retention of qualified personnel. In this environment, the
Committee believes that it will be critical to the Company's long-term success
that its compensation program appropriately balances competitive compensation
features with components structured to motivate the diligent pursuit and
accomplishment of Company objectives.
Each executive officer's compensation package is reviewed annually and is
comprised of up to three components: base salary, incentive cash bonus and
stock options. In addition to these components, executive officers of the
Company are eligible to participate in employee benefit programs available
broadly to other Company employees. Executive compensation is determined based
on progress toward both Company-wide goals and individual goals. Starting with
the Company's broad strategic goals, including introducing new products,
increasing revenue and gross margins and becoming a profitable enterprise, the
Committee reviews specific annual corporate objectives and goals. Personal
objectives and milestones for individual executives are then designed to fit
within the framework of the Company's overall goals and objectives. Subjective
factors, such as changes in business conditions and other relevant external
circumstances, are also taken into consideration. The Company believes the
nature of its specific goals and milestones and progress toward their
achievement constitute proprietary and confidential information, the
disclosure of which would place the Company at a competitive disadvantage.
Base Salary
In setting the annual base salary levels for each executive officer, the
Committee obtains information on the base salaries of executive officers in
other food ingredient and consumer food product companies. Members of the
Committee also have considered knowledge about salaries paid to executives in
companies that are in relatively early stages of commercialization of novel
products resulting from internal research and development efforts. In
determining which companies to include in its comparison, the Committee
considers the size and complexity of the company, the stage of development of
its products and geographical location. Within this group, the Committee seeks
to make comparisons to executive officers with comparable levels of experience
and with similar responsibilities and expected levels of contribution to the
Company's performance. The Committee seeks to set base salaries and annual
cash bonuses at the midpoint of the range of compensation paid by comparable
companies. In addition, the initial level of compensation paid to those
executives hired more recently has been determined by market forces and is
consistent with industry practice, if any.
Bonus Awards
The Company has an annual incentive bonus plan for its executives. Annual
cash bonuses are based on the Company achieving certain corporate financial
goals. As noted above, the Company's annual planning effort includes the
establishment of Company-wide objectives into which individual objectives and
milestones are structured for key executives, relevant to their specific areas
of corporate responsibility. The Committee, in conjunction with the Chief
Executive Officer, reviews proposed milestones and objectives for each key
executive early in the fiscal year and performs a follow-up review after the
fiscal year-end to assess performance and achievement of the objectives. A
review of the executive's performance in relation to the Company's overall
performance and the Committee's assessment of the executive's contributions to
overall corporate results, leads to the Committee's determination of an
incentive bonus.
10
<PAGE>
Stock Options
Subject to the provisions of the Option Plan, the Committee has the
authority to determine the terms under which options are granted and the
individuals to whom such options may be granted. The Committee believes that
equity participation is a key component of the Company's executive
compensation program. The stock option program is the Company's major long-
term incentive plan, designed to retain executive officers and other employees
and motivate them to enhance shareholder value, by aligning the long-term
interests of the Company's employees with those of its outside shareholders.
The Committee believes that stock options provide an effective long-term
incentive for executive officers and other employees to create shareholder
value, since the full benefit of the options cannot be realized unless an
appreciation in the price of Common Stock occurs over a number of years. The
executive officers participate in the Option Plan in the same manner as all of
the Company's employees. Initial stock option awards are individually
determined prior to employment at levels based upon an employee's potential
contribution to the Company's growth and are designed to be competitive with
awards by other companies within the consumer food products and food
ingredients industries. Subsequent annual stock option awards are based on
individual performance and position within the Company. The Committee also
takes into account the aggregate amount of stock options previously granted to
an individual. All of the Company's current executive officers listed in the
Summary Compensation Table, except for Mr. Stone, were awarded stock options
in 1999 which had exercise prices equal to the fair market value of the
Company's Common Stock on the date of grant.
Compensation of the Chief Executive Officer
Mr. Paine's employment agreement with the Company, dated December 1998,
established his base salary at $235,000 for the period January 1, 2000 through
December 31, 2000. Mr. Paine voluntarily terminated his employment with the
Company effective March 1, 2000, and under the terms of this employment
agreement, the Company has agreed to pay Mr. Paine a lump sum severance for 15
months in an amount equal to his annual base salary. The Company also agreed
that stock options previously granted Mr. Paine would continue to vest until
December 31, 2000 and Mr. Paine will have 90 days after December 31, 2000 to
exercise such vested options or the options will be cancelled in accordance
with the Stock Option Plan.
In July 1999, Mr. Paine was granted options for 100,000 shares of Common
Stock, vesting at the rate of 20% each year commencing on the first
anniversary of the option grant. Due to Mr. Paine's resignation, the Company
has agreed that such stock options would continue to vest until December 31,
2000 and Mr. Paine will have 90 days after December 31, 2000 to exercise such
vested options or the options will be cancelled in accordance with the Stock
Option Plan. Also, Mr. Paine's employment agreement provided for an annual
cash performance bonus potential of up to 45% of Mr. Paine's 1999 base salary
upon the attainment of mutually agreed upon performance goals. Mr. Paine
received a cash bonus of $75,000 for fiscal 1999, which was paid in February
2000.
Overall, Mr. Paine's employment agreement had been designed to align Mr.
Paine's interests with those of the Company's Stockholders, both with respect
to short-term operating results and long-term increases in the price of the
Common Stock. It was the Committee's intention to establish new performance
goals each year in consultation with Mr. Paine and to evaluate his performance
and compensation against such objectives.
Compensation Committee
Glynn C. Morris
William P. Carmichael
11
<PAGE>
SHAREHOLDER RETURN
PERFORMANCE GRAPH
The following graph compares the performance of the Company's Common Stock
to the Russell 2000 Index (The "Russell 2000 Index") and to the Standard &
Poor's Foods-250 Index (The "S&P Foods-250 Index") since December 31, 1994.
The Russell 2000 Index replaces the Standard & Poor's 500 Index (The "S&P 500
Index") because it is more representative of the Company's Common Stock
performance. The graph assumes that (i) the value of the investment in the
Common Stock and in each index was $100 at December 31, 1994 and (ii) the
Company has not paid any dividends on the Common Stock, and no dividends are
included in the representation of the Company's performance. The stock price
performance on the graph below is not necessarily indicative of future price
performance.
[GRAPH APPEARS HERE]
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
----------------------------------------------------------
Opta Food
Ingredients, Inc. 100.00 219.15 97.87 102.13 68.09 53.19
S&P Foods--
250 Index 100.00 127.57 151.14 216.61 234.41 184.41
Russell 2000 Index 100.00 128.44 149.77 183.23 178.09 212.98
12
<PAGE>
PROPOSAL 2:
APPROVAL OF AMENDMENT TO
1992 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION PLAN
Amendment
The Board recommends that the stockholders consider and approve a proposal
to approve an amendment to the Company's 1992 Employee, Director and
Consultant Stock Option Plan (the "Option Plan") that would increase the
number of shares of Common Stock reserved for the grant of options thereunder.
Currently 2,166,667 shares of Common Stock are reserved for the grant of
options under the Option Plan. On March 14, 2000, the Board of Directors
approved an amendment to the Option Plan, increasing the number of shares
reserved for issuance under the Option Plan by 250,000, to a total of
2,416,667. At December 31, 1999, an aggregate of 1,714,921 shares had been
issued upon the exercise of options or were issuable upon the exercise of
options outstanding under the Option Plan, with exercise prices ranging from
$.06 to $15.50, and expiration dates ranging from May 2001 to December 2009,
leaving 115,587 shares available for future option grants.
This amendment is being submitted for stockholder approval at the Meeting in
order to ensure the continued qualification of the Plan under Rule 16b-3 under
the Securities Exchange Act of 1934, as amended, and applicable regulations
under the code. The Board of Directors believes that having available the
additional shares for grant of options under the Plan is necessary and
desirable in order to enable the Company to continue to attract, retain and
motivate qualified personnel.
Description of Plan
Options granted under the Plan may be either (i) options intended to qualify
as "incentive stock options" ("ISOs") under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), or (ii) nonqualified stock
options. ISOs may be granted under the Plan to employees of the Company and
its affiliates. Nonqualified stock options may be granted to consultants,
Directors, or employees of the Company and its affiliates. As of March 20,
2000, approximately 136 employees were eligible to participate in the Plan.
The Plan provides for an annual grant to each non-employee Director on March
31, of a non-qualified option to purchase 2,500 shares of Common Stock, at an
exercise price equal to the fair market value of the Common Stock on such date
and vesting in equal installments over five years, based on continued service
on the Board of Directors. See "Compensation of Directors" above.
The Plan is administered by the Compensation Committee of the Board of
Directors. Subject to the provisions of the Plan, the Compensation Committee
has the authority to interpret the provisions of the Plan, and to determine
the persons to whom options will be granted, the number of shares to be
covered by each option and the terms and conditions upon which an option may
be granted. The aggregate fair market value (determined at the time of grant)
of shares issuable pursuant to ISOs which become exercisable in any calendar
year by any employee may not exceed $100,000. ISOs granted under the Plan may
not be granted at a price less than the fair market value of the Common Stock
on the date of grant (or 110% of fair market value in the case of employees
holding 10% or more of the voting stock of the Company). Nonqualified stock
options granted under the Plan may not be granted at an exercise price less
than the par value of a share of Common Stock. ISOs granted under the Plan may
not expire more than ten years from the date of grant, or not more than five
years from the date of grant in the case of incentive stock options granted to
an employee holding 10% or more of the voting stock of the Company.
13
<PAGE>
An option granted under the Plan is exercisable, during the optionholder's
lifetime, only by the optionholder and is not transferable by him or her
except by will or by the laws of descent and distribution. An ISO granted
under the Plan may, at the Board of Directors' discretion, be exercised after
the termination of the optionholder's employment with the Company (other than
by reason of death, disability or termination for cause as defined in the
Plan) to the extent exercisable on the date of such termination, for up to 90
days following such termination, provided that such ISO has not expired on the
date of such exercise. In granting any nonqualified stock option, the Board of
Directors may specify that such nonqualified stock option may be exercised, to
the extent exercisable on the date of death, by the optionholder's survivors
at any time prior to the earlier of the option's specified expiration date or
one year from the date of the optionholder's death.
The Plan may be amended by the stockholders of the Company. The Plan may
also be amended by the Board of Directors or the Compensation Committee,
provided that any amendment approved by the Board of Directors or the
Compensation Committee which is of a scope that requires stockholder approval
in order to ensure favorable federal income tax treatment for any incentive
stock options under Code Section 422 or requires stockholder approval in order
to ensure the qualification of the Plan under Rule 16b-3 under the Securities
Exchange Act of 1934, as amended, is subject to obtaining such stockholder
approval. Any modification or amendment of the Plan shall not, without the
consent of a participant, affect his or her rights under an option previously
granted to him or her. With the consent of the participant affected, the Board
of Directors or the Compensation Committee may amend outstanding option
agreements in a manner not inconsistent with the Plan.
Federal Income Tax Consequences
The following is a description of certain U.S. Federal income tax
consequences of the issuance and exercise of options under the Plan:
Incentive Stock Options. An ISO does not result in taxable income to the
optionee or deduction to the Company at the time it is granted or exercised,
provided that no disposition is made by the optionee of the shares acquired
pursuant to the ISO within two years after the date of granting of the ISO nor
within one year after the date of transfer of shares to him or her (the "ISO
holding periods"). However, the difference between the fair market value of
the stock on the date of exercise and the option price therefor will be an
"item of tax preference" includable in "alternative minimum taxable income."
The optionee's initial basis for determining taxable gain or loss will be the
option price paid for the stock, and any gain or loss from a disposition of
the stock after the expiration of the ISO holding periods will generally be
long-term capital gain or loss.
Except for transfers upon the death of an optionee or in certain tax-free
exchanges or certain bankruptcy proceedings, if the stock is disposed of prior
to the expiration of the ISO holding periods (a "Disqualifying Disposition"),
the optionee will be considered to have realized taxable compensation in the
year of the Disqualifying Disposition equal to the excess of the fair market
value of the stock on the date of exercise of the option over the option
price. Any additional gain realized on the disposition will normally
constitute capital gain. If the amount realized upon such a Disqualifying
Disposition is less than the fair market value of the stock on the date of
exercise (and if the disposition is a sale or exchange with respect to which a
loss, if sustained, would be recognized by the optionee), the amount of
compensation income will be limited to the excess of the amount realized over
the optionee's adjusted basis in the stock. Compensation income of an employee
optionee realized on a Disqualifying Disposition may be subject to withholding
taxes, and a deduction will then be allowable to the Company in an amount
equal to the optionee's compensation income.
14
<PAGE>
Nonqualified Stock Options. A nonqualified stock option ordinarily will not
result in taxable income to the optionee or deduction to the Company at the
time of grant. The nonqualified optionee will recognize taxable compensation
income at the time of exercise of such nonqualified option in an amount equal
to the excess of the then fair market value of the shares acquired over the
exercise price. Such compensation income of optionees may be subject to
withholding taxes, and a deduction may then be allowable to the Company in an
amount equal to the optionee's compensation income. An optionee's initial
basis in stock so acquired will be the amount paid on exercise of the
nonqualified stock option plus the amount of any corresponding compensation
income. Any gain or loss as a result of a subsequent disposition of the stock
so acquired will generally be capital gain or loss.
1999 Option Grants
During the year ended December 31, 1999, options under the Plan were granted
to the individuals and groups named below, as follows:
<TABLE>
<CAPTION>
Weighted
Average
Number Exercise
of Price Per
Name Shares Share
- ---- ------- -------------
<S> <C> <C>
Lewis C. Paine, III...................................... 100,000 $3.42
Arthur J. McEvily, Ph.D.................................. 50,000 $3.42
Scott A. Kumf............................................ 40,000 $3.42
All executive officers as a group (3 persons)............ 190,000 $3.42
A.S. Clausi.............................................. 2,500 $2.53
Harry Fields............................................. 2,500 $2.53
Glynn C. Morris.......................................... 52,500 $3.11
All current Directors (excluding executive officers) as a
group (3 persons)....................................... 57,500 $3.06
All employees (excluding executive officers) as a group
(35 persons)............................................ 87,950 $2.53 - $3.80
</TABLE>
The closing price of the Common Stock, as reported on the Nasdaq National
Market, on March 20, 2000, was $2.69 per share.
Board Recommendation
The Board of Directors recommends that the stockholders vote FOR the
approval of the amendment to the 1992 Employee, Director and Consultant Stock
Option Plan. The affirmative vote of the holders of a majority of the shares
of Common Stock voting in person or by proxy at the Meeting is required for
such approval.
15
<PAGE>
PROPOSAL 3:
APPROVAL OF INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed PricewaterhouseCoopers LLP as the
Company's independent accountants for the 2000 fiscal year. The Board of
Directors proposes that the stockholders ratify this appointment.
PricewaterhouseCoopers LLP has served as the Company's independent accountants
since the Company's organization in 1991.
Representatives of PricewaterhouseCoopers LLP will be present at the Meeting
to respond to questions and will be given the opportunity to make a statement
should they desire to do so.
Board Recommendation
The Board of Directors recommends that the stockholders vote FOR approval of
the appointment of PricewaterhouseCoopers LLP as the Company's independent
accountants for the 2000 fiscal year. The affirmative vote of the holders of a
majority of the shares of Common Stock voting in person or by proxy at the
Meeting is required for such approval. If the appointment is not approved by
the stockholders, the Board of Directors is not obligated to select other
independent accountants, but will consider such unfavorable vote.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's Directors and officers, and persons who own more than 10% of the
Company's Common Stock, to file with the Securities and Exchange Commission
(the "SEC") initial reports of beneficial ownership and reports of changes in
beneficial ownership of the Common Stock and other equity securities of the
Company. Officers, Directors and greater than 10% beneficial owners are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 1999 all
Section 16(a) filing requirements applicable to the Company's officers,
Directors and greater than 10% beneficial owners were complied with.
STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
In order to be considered for inclusion in the Proxy Statement and form of
proxy for the Company's 2001 Annual Meeting of Stockholders, stockholder
nominations of persons for election to the Board and proposals of business to
be considered by the stockholders must be received by the Company no later
than December 22, 2000 to be considered for presentation at the Company's 2001
Annual Meeting of Stockholders, although not included in the proxy statement,
proposals must be received no later than March 2, 2001. All stockholder
proposals should be sent to the attention of the Assistant Secretary at the
Company's offices at 25 Wiggins Avenue, Bedford, Massachusetts 01730.
Stockholder proposals and nominations for election to the Board at the 2001
Annual Meeting of Stockholders may be submitted to the Assistant Secretary of
the Company and must include (a) as to each person
16
<PAGE>
whom the stockholder proposes to nominate for election or reelection as a
Director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of Directors, or is
otherwise required, in each case pursuant to Regulation 14A under the Exchange
Act of 1934, as amended (including such person's written consent to being
named in the proxy statement as a nominee and to serving as a Director if
elected); (b) as to any other business that the stockholder proposes to bring
before the Meeting, a brief description of the business desired to be brought
before the Meeting, the reasons for conducting such business at the Meeting
and any material interest in such business of such stockholder and the
beneficial owner, if any, on whose behalf the proposal is made; and (c) as to
the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the Company's books, and of such beneficial
owner and (ii) the class and number of shares of the Company that are owned
beneficially and held of record by such stockholder and such beneficial owner.
OTHER MATTERS
The 2000 Annual Meeting of Stockholders is called for the purposes set forth
in the notice. The Board of Directors does not know of any matter for action
by the stockholders at the Meeting other than the matters described in the
notice. However, the enclosed proxy confers discretionary authority on the
persons named therein with respect to matters which are not known to the
Directors at the date of printing hereof and which may properly come before
the Meeting. It is the intention of the persons named in the proxy to vote in
accordance with their best judgment on any such matter.
ANNUAL REPORT ON FORM 10-K
Copies of the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 as filed with the Securities and Exchange Commission are
available to stockholders upon written request addressed to the Assistant
Secretary at the Company's offices at 25 Wiggins Avenue, Bedford,
Massachusetts 01730.
Whether or not you intend to be present at the Meeting, you are urged to
fill out, sign, date and return the enclosed proxy at your earliest
convenience.
By Order of the Board of Directors
JEFFREY M. WIESEN
Secretary
April 21, 2000
17
<PAGE>
PROXY OPTA FOOD INGREDIENTS, INC. PROXY
25 Wiggins Avenue, Bedford, Massachusetts 01730
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Arthur J. McEvily, Ph.D. and Scott A. Kumf,
and each of them, with full power of substitution, the proxies of the
undersigned to vote all the shares of the Common Stock of Opta Food Ingredients,
Inc. which the undersigned is entitled to vote at the Annual Meeting of
Stockholders to be held on May 23, 2000 or at any adjournment thereof.
In their discretion the proxies are authorized to vote upon such other
business as may properly come before the meeting.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted "FOR" all nominees for director and will be voted "FOR" Proposals 2 and
3.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Stockholders and the related Proxy Statement.
(PLEASE VOTE, SIGN AND DATE ON THE REVERSE SIDE)
<PAGE>
The Board of Directors recommends that you vote "FOR" Proposals 1, 2 and 3
PLEASE MARK YOUR CHOICE LIKE THIS IN BLUE OR BLACK INK [X]
I plan to attend the meeting [_]
1. Election of Directors.
FOR all nominees listed to the right (except as marked to the contrary) [_]
WITHHOLD AUTHORITY to vote for all nominees listed to the right [_]
2. Approval of the amendment to the 1992 Employee, Director and Consultant Stock
Option Plan.
FOR AGAINST ABSTAIN
[_] [_] [_]
Nominees for election: William P. Carmichael, A.S. Clausi, Harry Fields, Arthur
J. McEvily, Ph.D., Glynn C. Morris, and Olivier Suquet.
(Instruction: To withhold your vote for any individual nominee, write that
nominee's name on the line below.)
____________________________________
3. Approval of appointment of PricewaterhouseCoopers LLP as the Company's
independent accountants for the year 2000.
FOR AGAINST ABSTAIN
[_] [_] [_]
Dated:__________________________, 2000
________________________________________________________________________________
Signature
________________________________________________________________________________
Signature (if held jointly)
Please sign exactly as name appears at left. When shares are held by joint
owners, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in such corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
