<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
AccuMed International, 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:
Not applicable
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(2) Aggregate number of securities to which transaction applies:
Not applicable
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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):
Not applicable
---------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
Not applicable
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(5) Total fee paid:
Not applicable
---------------------------------------------------------------------
[ ] 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
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
Not applicable
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(2) Form, Schedule or Registration Statement No.:
Not applicable
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(3) Filing Party:
Not applicable
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(4) Date Filed:
Not applicable
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<PAGE> 2
ACCUMED INTERNATIONAL, INC.
920 North Franklin Street, Suite 402
Chicago, Illinois 60610
Dear stockholder:
On behalf of the board of directors, you are cordially invited to
attend the Annual Meeting of Stockholders of AccuMed International, Inc. to be
held at 10:00 a.m. (Chicago time) on May 16, 2000 at the offices of AccuMed
located at 920 North Franklin Street, Suite 402, Chicago, Illinois.
At the meeting, you will be asked to consider and vote upon the
following proposals:
1. To elect five directors to serve on the board of directors
until the next annual meeting of stockholders.
2. To transact such other business and to consider and take action
upon any and all other matters that may properly come before the meeting or any
adjournment or adjournments thereof.
You are urged to carefully consider all the material in the proxy
statement and mark, sign, date and return the enclosed proxy as soon as
possible, regardless of whether you expect to attend the meeting. Giving a proxy
will not prevent you from voting in person at the meeting.
Very truly yours,
PAUL F. LAVALLEE
Chairman of the Board
and Chief Executive Officer
Dated: April 20, 2000
<PAGE> 3
ACCUMED INTERNATIONAL, INC
920 North Franklin Street, Suite 402
Chicago, Illinois 60610
----------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on May 16, 2000
----------------------
Dear stockholders:
NOTICE IS HEREBY GIVEN THAT THE ANNUAL MEETING OF STOCKHOLDERS OF
ACCUMED INTERNATIONAL, INC., a Delaware corporation, will be held at AccuMed's
offices located at 920 North Franklin Street, Suite 402, Chicago, Illinois, on
Tuesday, May 16, 2000 at 10:00 a.m. (Chicago time), to consider and act upon the
following matters.
1. To elect five directors to serve on the board of directors
until the next annual meeting of stockholders.
2. To transact such other business and to consider and take action
upon any and all other matters that may properly come before the meeting or any
adjournment or adjournments thereof.
The board of directors knows of no matters, other than those set
forth in paragraph (1) above discussed in greater detail in the accompanying
proxy statement), that will be presented for consideration at the meeting.
The board of directors has fixed the close of business on April
18, 2000 as the record date for the determination of stockholders entitled to
vote at the meeting.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE
DATE, SIGN AND MAIL THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED AS PROMPTLY AS
POSSIBLE. THE PROXY IS REVOCABLE AND WILL NOT AFFECT YOUR RIGHT TO VOTE IN
PERSON IF YOU ATTEND THE MEETING.
By Order of the Board of Directors
Chicago, Illinois Jack H. Halperin
April 20, 2000 Secretary
<PAGE> 4
PROXY STATEMENT
OF
ACCUMED INTERNATIONAL, INC.
920 NORTH FRANKLIN STREET, SUITE 402
CHICAGO, ILLINOIS 60610
-----------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 16, 2000
-----------------------
INTRODUCTION
GENERAL
This proxy statement is being furnished to holders of common
stock, par value $0.01 per share, of AccuMed International, Inc., a Delaware
corporation, in connection with the solicitation of proxies by AccuMed's board
of directors for use at the Annual Meeting of Stockholders scheduled to be held
at AccuMed's principal offices located at 920 North Franklin Street, Suite 402,
Chicago, Illinois on May 16, 2000 and at any and all adjournments or
postponements thereof.
It is anticipated that this proxy statement and the accompanying
form of proxy will first be sent to stockholders on or about April 20, 2000.
Only stockholders of record at the close of business on April 18, 2000 are
entitled to vote at the meeting.
At the meeting, stockholders will consider and vote upon proposals
(1) to elect five directors to serve on the board of directors until the 2001
Annual Meeting of Stockholders, and (2) to consider such other business as may
properly come before the meeting.
VOTING AND PROXIES
REVOCABILITY OF PROXIES
A proxy for use at the meeting is enclosed. Any stockholder who
executes and delivers such proxy may revoke it at any time prior to its use by:
(1) filing with the Secretary of AccuMed a notice of revocation of proxy or a
valid proxy bearing a later date, (2) filing with the Secretary of AccuMed a
valid proxy bearing a later date, or (3) by attending the meeting and voting in
person.
SOLICITATION OF PROXIES
This proxy solicitation is being made by the board of directors of
AccuMed. The expense of the solicitation will be paid by AccuMed. AccuMed has
retained Corporate Investor Communications, Inc. (CIC) to conduct a broker
search and distribute the proxy materials in connection with the meeting. For
such services, AccuMed will pay CIC a fee of approximately $1,000. To the extent
necessary to assure sufficient representation at the meeting, proxies may be
solicited by any appropriate means by directors, officers, regular employees of
AccuMed and the stock transfer agent for the common stock, who will not receive
any additional compensation therefor. CIC will request that banks, brokers and
other fiduciaries distribute proxy materials to their customers who own
beneficially the common stock listed of record in names of nominees and,
although there is no formal arrangement to do so, AccuMed will reimburse such
persons the reasonable expenses of such distribution.
<PAGE> 5
OUTSTANDING SECURITIES
The board of directors has fixed April 18, 2000, as the record
date for the determination of stockholders entitled to notice of, and to vote
at, the meeting. At the close of business on this date, there were outstanding
and entitled to vote 5,673,149 shares of common stock.
VOTE REQUIRED AND VOTING PROCEDURES
Each holder of common stock will be entitled to one vote, in
person or by proxy, for each share standing in its name on the books of AccuMed
as of the record date on each of the matters duly presented for a vote at the
meeting.
In connection with the solicitation by the board of directors of
proxies for use at the meeting, the board of directors has designated Paul F.
Lavallee, Chairman of the Board and Chief Executive Officer, and Norman J.
Pressman, President and Chief Scientific Officer, as proxies. Shares represented
by all properly executed proxies will be voted at the meeting in accordance with
the instructions specified thereon. If no instructions are specified, the shares
represented by any properly executed proxy will be voted FOR the proposal to
elect each of the five nominees named below under the caption "Election of
Directors."
The board of directors is not aware of any matters that will come
before the meeting other than as described above. However, if such matters are
presented, the named proxies will, in the absence of instructions to the
contrary, vote such proxies in accordance with the judgment of such named
proxies with respect to any such other matter properly coming before the
meeting.
A majority of the outstanding shares of common stock must be
represented in person or by proxy at the meeting in order to constitute a quorum
for the transaction of business. The validly-nominated nominees for election as
directors who rank first through fifth in the number of votes received from
holders of common stock represented (in person or by proxy) and voting at the
meeting will be elected as directors, even if some or all of such nominees
receive less than a majority of the total votes cast (assuming presence of a
quorum).
With regard to the election of directors, votes may be cast in
favor or withheld; votes that are withheld will be excluded from the vote and
will have no effect. With regard to other proposals, votes cast against a
proposal will be counted for purposes of determining (1) the presence or absence
of a quorum and (2) the total number of votes cast with respect to such
proposal.
With regard to proposals other than the election of directors,
abstentions will be counted for purposes of determining both (1) the presence or
absence of a quorum for the transaction of business and (2) the total number of
votes cast with respect to such proposal.
A proxy submitted by a stockholder may indicate that all or a
portion of the shares of common stock represented by such proxy are not being
voted by such stockholder with respect to a particular matter. This could occur,
for example, when a broker is not permitted to vote stock held in street name on
certain matters in the absence of instructions from the beneficial owner of the
stock. The shares subject to any such proxy which are not being voted with
respect to a particular matter will be counted for purposes of determining both
(1) the presence or absence of a quorum for the transaction of business and (2)
the total number of votes cast with respect to such proposal.
INSPECTOR OF ELECTIONS
The board of directors has appointed Jack H. Halperin, Secretary
of AccuMed, as the Inspector of Elections for the meeting. The Inspector of
Elections will determine the number of shares of common stock represented in
person or by proxy at the meeting, whether a quorum exists, the authenticity,
and validity and effect of proxies, and will receive and count the votes.
2
<PAGE> 6
ELECTION OF DIRECTORS
Each of the five nominees named below has consented to be named in
this proxy statement and has consented to serve as a director, if so elected.
AccuMed has no reason to believe that any of the nominees will not be available
to serve. However, if any nominee should for any reason become unable or
unwilling to serve, the shares represented by proxies received by AccuMed
(unless otherwise directed) will be voted for the election of such other person
as the board of directors may recommend, in place of the unavailable nominee.
In the election of directors, the five candidates receiving the
highest number of votes will be elected directors of AccuMed. Votes cast against
directors and votes withheld shall have no effect. Elections for directors shall
not be made by ballot, unless a stockholder shall demand election by ballot at
the meeting before the voting begins.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE
NOMINEES NAMED TO SERVE UNTIL THE NEXT ANNUAL MEETING OF STOCKHOLDERS. PROXIES
RETURNED TO ACCUMED WILL BE VOTED "FOR" THE NOMINEES NAMED UNLESS OTHERWISE
INSTRUCTED.
EXECUTIVE OFFICERS AND DIRECTOR NOMINEES
The executive officers and director nominees of AccuMed and their
ages are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Paul F. Lavallee................... 60 Chairman of the Board and Chief Executive Officer
Norman J. Pressman, Ph.D........... 52 Chief Scientific Officer and President
Mark Banister...................... 37 Director
Jack H. Halperin, Esq.............. 54 Director
Robert L. Priddy................... 54 Director
Leonard M. Schiller, Esq........... 59 Director
</TABLE>
Set forth below is certain information regarding the business
experience of the director nominees and executive officers of AccuMed.
DIRECTOR NOMINEES
PAUL F. LAVALLEE. Mr. Lavallee has been a member of the board of
directors since December 1995 and has been Chairman of the Board and Chief
Executive Officer of AccuMed since January 30, 1998. From January 30, 1998
through March 2, 2000, he also served as President. Since 1995, he has been
Chairman of the Board of Biorthex, Inc., a venture capital backed start-up firm
specializing in surgical and non-surgical orthopedics located in Montreal. From
January 1996 until January 1997, Mr. Lavallee served as a consultant to
Sigmedics, Inc., a biomedical company. From 1989 until December 1995, Mr.
Lavallee served as Chairman, President and Chief Executive Officer of Sigmedics,
Inc. Mr. Lavallee has a Bachelor of Science degree in Biology from Bates College
and a Masters in Business Administration from the University of Chicago.
MARK BANISTER. Mr. Banister has been a director of AccuMed since
April 1, 1998. Since January 1993, Mr. Banister has been an independent
management consultant and investment advisor specializing in identifying
investment opportunities in the smaller and medium company sector and assisting
such companies with their development. Mr. Banister previously held senior
positions at Bisgood Bishop Ltd. and Morgan Stanley International in London,
England.
3
<PAGE> 7
JACK H. HALPERIN, ESQ. Mr. Halperin has been a director of AccuMed
since June 1991 and served as Chairman of the board of directors from April 1995
through December 29, 1995. He also served as Secretary of AccuMed from August
until December 1996 and again became Secretary in February, 2000. Mr. Halperin
is a corporate attorney with expertise in venture capital financing and has been
practicing law independently since 1987. Mr. Halperin has a B.A. degree in
English from Columbia University and a law degree from New York University
School of Law. Mr. Halperin is also a member of the boards of directors of
I-Flow Corporation, Memry Corporation, and Nocopi Technologies, Inc.
ROBERT L. PRIDDY. Mr. Priddy has been a director of AccuMed since
May 1997. Mr. Priddy has been Chairman of the Board and Chief Executive Officer
of ValuJet, Inc., since its inception in October 1995. He was one of the
founding partners of ValuJet Airlines, a wholly owned subsidiary of ValuJet,
Inc., and served as Chairman of its board and its Chief Executive Officer from
July 1992 until November 1996. From July 1991 until January 1993, Mr Priddy
served as President of Florida Gulf Airlines. From January 1988 to November
1991, he served as President and Chief Executive Officer of Air Midwest, Inc.,
for which he also served as a director from November 1987 to November 1991. From
1979 to 1987, Mr. Priddy served as Vice President and Chief Financial Officer of
Atlantic Southeast Airlines, Inc., which he also served as a director from 1981
to 1987. Mr. Priddy has a B.A. degree in economics from Tulane University. Mr.
Priddy is also a member of the board of directors of Datalink, Inc., Lukens
Medical Corporation, Commonwealth Associates and AirTran Holdings, Inc.
LEONARD M. SCHILLER, ESQ. Mr. Schiller has been a director of
AccuMed since April 1995. Mr. Schiller has been a practicing attorney for over
25 years and is a partner in the law firm of Schiller, Klein & McElroy, P.C. in
Illinois. Since 1980, he has also been President of The Dearborn Group, a
residential property management and real estate company and is involved in the
ownership of residential properties throughout the Midwest. Mr. Schiller has a
B.A. degree in liberal arts from the University of Iowa and a law degree from
the ITT Kent College Law School. Mr. Schiller serves on the boards of directors
of Milestone Scientific, Inc., which develops dental equipment and disposable
products for use by health care providers, and Imall, Inc., an internet shopping
mall provider.
EXECUTIVE OFFICER
NORMAN J. PRESSMAN, PH.D. Dr. Pressman has been Chief Scientific
Officer since May 1997 and President since March 2000. From May 1997 through
March 2000, he also served as Senior Vice President, Research. From July 1996
through May 1997, he served as a Senior Vice President of AccuMed and President
of the Cytopathology Division. From July 1993 until joining AccuMed, Dr.
Pressman was Manager for Biotechnology Development, Strategic Business
Development Group of Olympus America. Between July and September 1989, Dr.
Pressman was engaged in the formation of Cell Systems International, Inc., a
consulting firm in biomedical specimen collection, processing and analysis, of
which he served as President from September 1989 until July 1993. Dr. Pressman
was the lead research scientist in the Cytometry and Histometry program of the
Central Research and Development Department at E.I. du Pont de Nemours & Company
from December 1986 until July 1989. From September 1976 until December 1986, he
was an Assistant Professor (Pathology and Engineering) at The Johns Hopkins
University School of Medicine and Head of the Quantitative Cytopathology
Laboratories at The Johns Hopkins Medical Institutions. Dr. Pressman has a B.S.
degree in electrical engineering from Columbia University, a M.S. degree in
systems engineering and a Ph.D. in biomedical engineering from the University of
Pennsylvania.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
AccuMed's board of directors held 10 meetings during the 1999
fiscal year. Each director attended a minimum of 75% of the aggregate of (x)
such meetings and (y) the meetings held by each committee, if any, of the board
of directors on which such director served during the last fiscal year.
AccuMed has an Executive Committee, an Audit Committee and a
Compensation Committee. Each of these committees is responsible to the full
board of directors, and its activities are therefore subject to approval of the
board of directors. The board of directors does not have a nominating or similar
committee. The
4
<PAGE> 8
functions performed by the Audit Committee and the Compensation Committee and
their membership are summarized below.
The Audit Committee is responsible for reviewing AccuMed's
internal accounting controls, meeting and conferring with AccuMed's certified
public accountants, and reviewing the results of the accountants' auditing
engagement. During fiscal year 1999, the Audit Committee held one meeting. The
Audit Committee consists of Messrs. Halperin (Chairman), Banister, Priddy and
Schiller.
The Compensation Committee of the board of directors is comprised
entirely of "disinterested" directors within the meaning of Rule16b-3 under the
Securities Exchange Act of 1934. The Compensation Committee determines base
compensation and discretionary cash bonuses for AccuMed's senior executives, if
not determined by the full board of directors. These determinations are subject
to the approval or ratification of the full board of directors. The Compensation
Committee also determines the number and terms of stock options to be granted to
employees, directors (other than pursuant to the Board of Directors Compensation
Plan described below), and consultants of AccuMed under AccuMed' stock option
plans, unless previously determined by the full board of directors. During
fiscal year 1999, the Compensation Committee held one meeting. The Compensation
Committee consists of Messrs. Schiller (Chairman), Banister, Halperin and
Priddy.
DIRECTOR COMPENSATION
Pursuant to the Board of Directors Compensation Plan as amended,
each non-employee director is entitled to the following compensation for
services as a director: (1) an immediately exercisable, five-year, nonqualified
stock option to purchase 3,334 shares of common stock to be granted upon
election to the board of directors, and (2) an immediately exercisable,
nonqualified stock option to purchase 3,334 shares of common stock to be granted
upon reelection of a non-employee director to serve an additional year on the
board of directors. Such options are to be granted under AccuMed's stock option
plans. The exercise price per share shall be the fair market value of a share of
common stock on the date of grant. Directors are reimbursed for reasonable
expenses incurred in attending meetings of the board of directors and committees
thereof.
EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE: The Compensation Committee of AccuMed's
board of directors is composed entirely of outside directors. The committee is
responsible for setting and adjusting the base salaries of all corporate
officers, establishing cash incentive programs for officers, and the awarding of
stock option grants to officers and all other employees. The committee is also
responsible for the review and approval of any employment related contracts.
COMPENSATION PHILOSOPHY: It is the goal of AccuMed to attract and
retain a strong executive management team. The committee believes that there
should be a link between the performance of AccuMed, from both financial and
stockholder value standpoints, and executive compensation. Accordingly, base
salaries are set to conformity with compensation market requirements for
comparable sized companies, taking into account levels of responsibility and
office location. However, short-term cash incentive compensation and long-term
stock option incentive awards, are primarily related to the achievement of
AccuMed's financial performance goals and to the enhancement of stockholder
value. Internal and personal performance objectives play a lesser role in the
executive incentive package.
The committee is confident that the compensation and incentive
policies and practices followed by AccuMed are appropriate for the industry and
the compensation market in which AccuMed competes.
5
<PAGE> 9
Submitted by the 1999 Compensation Committee of AccuMed's board of
directors:
Mark Banister, Jack H. Halperin, Robert L. Priddy, and Leonard M.
Schiller
SUMMARY COMPENSATION INFORMATION. The following tables set forth
information regarding compensation paid or accrued with respect to the three
preceding fiscal years to AccuMed's Chief Executive Officer and other executive
officers of AccuMed whose total salary and bonus exceeded $100,000 for the 1999
fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation Awards
Securities
Name and All Other Restricted Underlying
Principal Position Year Salary Bonus Compensation Stock Options
- --------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Paul F Lavallee(1)
Chairman and
Chief 1999 $225,000 $135,000 -- -- 100,000
Executive 1998 208,212 -- -- -- 250,000
Officer
Norman J
Pressman, Ph.D
President and
Chief 1999 192,917 65,000 61,575(2) -- 100,000
Scientific 1998 157,500 -- -- -- 50,000
Officer 1997 157,500 -- 6,000(2) -- 33,334
</TABLE>
(1) Mr. Lavallee joined AccuMed as Chairman, Chief Executive Officer and
President in January 1998.
(2) The amount shown as Other Compensation in 1999 represents amortized
forgiveness of a portion of a loan made by AccuMed to Dr. Pressman. The
amount shown as Other Compensation in 1997 represents relocation costs and
related taxes reimbursed to Dr. Pressman under the terms of his employment
agreement.
OPTION GRANTS DURING THE
YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
% of Total
Shares
Number of Underlying
Shares Options
Underlying Granted to Exercise Grant Date
Name Options Employees in Price Expiration Present
Granted Year ($/Share) Date Value (1)
- --------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Paul F Lavallee 100,000 32.5% $ 1.31 03/02/09 $ 1.19
Norman J.
Pressman 100,000 32.5% $ 1.31 03/02/09 $ 1.19
</TABLE>
- ----------------------
(1) AccuMed utilizes the Black-Scholes pricing model to determine the fair
value of options granted. The following assumptions were incorporated into
the model: risk-free rate - 5.27%, expected volatility - 143%, dividend
yield - 0%, and time of exercise - 5 years. No adjustments were made for
non-transferability of risk or risk of forfeiture.
6
<PAGE> 10
AGGREGATE OPTION EXERCISES DURING THE YEAR ENDED
DECEMBER 31, 1999 AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of Shares Value of
Underlying Unexercised
Unexercised in-the-Money
Options at Options at
December 31, 1999 December 31, 1999
Name Exercisable Unexercisable Exercisable Unexercisable
- ---------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
Paul F. Lavallee 199,169 158,333 $ 37,500 $112,500
Norman J.
Pressman, Ph.D 91,667 91,667 37,500 112,500
</TABLE>
10-YEAR OPTION REPRICINGS
<TABLE>
<CAPTION>
Length of
Number of Market Price Original
Securities of Stock At Exercise Price Option Term
Underlying Time of At Time of Remaining at
Options Repricing Or Repricing or New Date of
Repriced or Amendment Amendments Exercise Repricing
Name Date Amended (#) ($) ($) Price ($) Amendment
- ---------------- ----------- ---------------- ---------------- ---------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Paul F.
Lavallee 3/23/98 250,000 $4.50 $ 9.375 $4.50 9.8 years
Norman J.
Pressman 5/23/97 33,334 23.64 32.28 23.64 9.1 years
</TABLE>
EMPLOYMENT AGREEMENTS AND SEVERANCE
LAVALLEE COMPENSATION ARRANGEMENTS; PROFESSIONAL SERVICES
AGREEMENT. Effective January 30, 1998, AccuMed's board of directors appointed
Mr. Lavallee Chairman of the Board, Chief Executive Officer and President of
AccuMed, approved his compensation arrangements for his services, and directed
management to memorialize those compensation arrangements in a professional
services agreement to be effective retroactive to January 30, 1998. Mr.
Lavallee's services are provided through an agreement dated April 13, 1998
(effective January 30, 1998) between AccuMed and Gypsy Hill LLC, a professional
services entity. Mr. Lavallee's compensation is $225,000 annually, and he is
eligible for an annual bonus of up to 30% thereof. The services can be
terminated by AccuMed upon 12 months' written notice, or by Mr. Lavallee upon 30
days' written notice. Mr. Lavallee has been granted a non-qualified stock option
to purchase 250,000 shares of common stock at an initial exercise price of
$9.375, the closing sales price per share of AccuMed common stock on the grant
date, January 30, 1998. If in AccuMed's first equity offering subsequent to the
grant date, it sells common stock, or securities convertible or exercisable for
common stock, at a price per share lower than the initial exercise price, then
the option exercise price shall be reduced to equal the lower price sale per
share. In March 1998, AccuMed completed an equity offering for shares of common
stock and warrants exercisable to purchase common stock at $4.50 per share.
Accordingly the initial exercise price has been reset to $4.50. The option is
exercisable as follows: (1) one-third of the underlying shares were immediately
exercisable, (2) an additional one-third became exercisable on January 30, 1999,
and (3) the final one-third of the underlying shares became exercisable on
January 30, 2000. Mr. Lavallee is reimbursed for reasonable travel expenses from
South Dakota to Chicago and living expenses while in Chicago.
PRESSMAN EMPLOYMENT AGREEMENT AND OTHER COMPENSATION ARRANGEMENTS.
Dr. Pressman and AccuMed entered into an Employment Agreement dated June 13,
1996, as amended, for a five-year term which
7
<PAGE> 11
began July 5, 1996. Pursuant to the agreement, Dr. Pressman has served as an
executive officer under various titles. He is currently President and Chief
Scientific Officer. Dr. Pressman's annual salary is $200,000 and he is eligible
to receive annually (1) cash bonuses of up to 30% of his annual salary, and (2)
incentive stock options to purchase up to 8,334 shares of common stock based on
the achievement of mutually agreed goals and objectives. On July 8, 1996, Dr.
Pressman was granted an option to purchase an aggregate of 41,665 shares of
common stock at an exercise price of $37.50 per share (the last reported sale
price of the common stock on the date on which Dr. Pressman's employment
commenced) which was immediately exercisable with respect to 8,333 shares and
was to become exercisable with respect to 8,333 additional shares on each of the
first through fourth anniversaries of the grant date. Dr. Pressman surrendered
those options in February 1997 in order that the shares reserved for issuance
upon exercise thereof could be reserved for issuance in a private placement of
AccuMed's securities completed in March 1997. Dr. Pressman was entitled to
receive replacement options to purchase 41,667 shares of common stock,
exercisable at the fair market value, in May 1997. However, he waived his right
to receive 8,333 of those options and was granted options to purchase 33,334
shares of common stock, exercisable at the then fair market value, in May 1997.
Dr. Pressman was granted 4,167 shares of common stock on the date on which his
employment commenced.
AccuMed may terminate Dr. Pressman's employment for cause at any
time upon written notice. AccuMed may terminate his employment without cause
upon six months' written notice, in which case Dr. Pressman would be entitled to
an amount equal to 12 months' salary as severance, paid over 12 months. Dr.
Pressman may terminate his employment for any reason upon six months' written
notice.
Pursuant to Dr. Pressman's employment agreement, AccuMed loaned
him an aggregate of $164,409.20, to cover relocation expenses and taxes in
connection with the common stock issued to him when he began his employment,
pursuant to promissory notes made in October and December 1996. Until November
1997, 50% of bonuses awarded to Dr. Pressman were to be withheld by AccuMed in
partial repayment of the loans. In November 1997, Dr. Pressman repaid an
additional $45,000. Pursuant to the employment agreement, AccuMed was obligated
to cover various expenses relating to Dr. Pressman's efforts to sell his home
and his living expenses in Chicago until the home was sold. In November 1997,
AccuMed and Dr. Pressman agreed that the loan balance would be forgiven over the
remaining term of his employment agreement, and AccuMed would have no further
obligations related to Dr. Pressman's relocation expenses. If Dr. Pressman
terminates his employment agreement, the then unamortized portion of the loan
would become immediately due and payable.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee of AccuMed 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 AccuMed's board of
directors or Compensation Committee.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based upon a review of AccuMed's records, AccuMed believes that
each report disclosing beneficial ownership of securities of AccuMed pursuant to
Section 16(a) of the Securities Exchange Act required to be filed by the
executive officers and directors of AccuMed during the fiscal year ended
December 31, 1999 and prior fiscal years were timely filed except as follows.
Each of Messrs. Banister, Halperin, Priddy and Schiller filed a late Form 4
disclosing stock options granted in May 1999. Each of Messrs. Lavallee and
Pressman filed late Forms 4 disclosing stock options granted in March 1999 and
March 2000.
8
<PAGE> 12
PERFORMANCE GRAPH
The following graph depicts the cumulative total return on AccuMed's common
stock compared to the cumulative total return for the Nasdaq Composite Index and
the Nasdaq Biotechnology Index. The graph assumes an investment of $100 on
December 31, 1994. Reinvestment of dividends is assumed in all cases.
<TABLE>
<CAPTION>
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
--- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C>
AccuMed International, Inc. 100 200 444 233 39 83
NASDAQ Composite .......... 100 140 172 209 292 541
NASDAQ Biotechnology Index 100 144 265 265 382 771
</TABLE>
9
<PAGE> 13
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
COMMON STOCK
The table below sets forth certain information as of April 18,
2000 with respect to the beneficial ownership of common stock by (1) each person
known by AccuMed to be the beneficial owner of more than 5% of the outstanding
shares of common stock, (2) each director and nominee, (3) the executives named
in the Summary Compensation Table, and (4) executive officers and directors as a
group. On this date, there were 5,673,149 shares of common stock outstanding.
Unless otherwise noted, AccuMed believes that all persons
named in the table have sole voting and investment power with respect to all
shares of AccuMed common stock listed as beneficially owned by them. A person is
deemed to be the beneficial holder of securities that can be acquired by the
person currently or within 60 days of April 18, 2000 upon the exercise of
warrants or options or the conversion of convertible preferred stock. Each
beneficial owner's percentage ownership is determined by including shares,
underlying options or warrants which are exercisable or preferred stock which is
convertible by the person currently or within 60 days following this date, and
excluding shares underlying options, warrants and convertible preferred stock
held by any other person.
<TABLE>
<CAPTION>
PERCENT OF
SHARES
NAME AND ADDRESS NUMBER OF SHARES BENEFICIALLY
OF BENEFICIAL OWNER BENEFICIALLY OWNED OWNED
------------------- ------------------ -----
<S> <C> <C>
Bellingham Capital Industries .......... 1,333,334(1) 21.0%
P.O. Box 323
St. Helier Jersey, Chan. Islands
Robert L. Priddy ....................... 1,342,255(2) 20.5%
c/o AccuMed International, Inc.
920 N. Franklin St., Ste 402
Chicago, IL 60610
Michael Falk ........................... 629,575(3) 10.3%
c/o Commonwealth Associates
830 Third Avenue
New York, NY 10022
Commonwealth Associates ................ 421,106(4) 7.0%
830 Third Avenue
New York, NY 10022
Edmund Shea ............................ 307,556(5) 5.3%
655 Brea Canyon Rd.
Walnut, CA 91789
Paul F. Lavallee ....................... 335,502(6) 5.6%
Mark Banister .......................... 6,667(8) *
Norman J. Pressman ..................... 162,500(7) 2.8%
</TABLE>
10
<PAGE> 14
<TABLE>
<CAPTION>
<S> <C> <C>
Jack H. Halperin ....................... 19,276(9) *
Leonard Schiller ....................... 35,360(10) *
All directors and executive officers
as a group(6 persons) ................. 1,901,560(11) 26.9%
</TABLE>
- --------------------------------
* Represents less than 1%.
(1) Includes 667,667 shares underlying warrants held by Bellingham Capital
Industries.
(2) Mr. Priddy directly owns 355,555 shares of AccuMed common stock and
warrants to purchase up to 322,897 shares of AccuMed common stock. The
number shown includes 10,001 shares underlying stock options and 236,031
shares underlying Series A Convertible Preferred Stock. The number shown
includes an additional 120,926 shares, and 300,180 shares underlying
warrants, held by Commonwealth Associates, excluding securities held in
Commonwealth Associates' trading account. Mr. Priddy is a control person of
the corporate general partner of Commonwealth Associates and may be deemed
to be beneficial owner of securities held by Commonwealth Associates. Mr.
Priddy disclaims beneficial ownership of the securities held by
Commonwealth Associates except to the extent of his percentage ownership
interests in Commonwealth Associates.
(3) Mr. Falk directly owns 72,593 shares of AccuMed common stock and warrants
to purchase up to 119,210 shares of common stock. The number shown includes
an additional 120,926 shares, and 300,180 shares underlying warrants held
by Commonwealth Associates, excluding securities held in Commonwealth
Associates' trading account. Mr. Falk is a control person of the corporate
general partner of Commonwealth Associates and may be deemed to be
beneficial owner of securities held by Commonwealth Associates. The number
of shares also includes an additional 16,667 shares underlying warrants
held by Anne Falk, Mr. Falk's spouse. Mr. Falk disclaims beneficial
ownership of the securities held by Commonwealth Associates except to the
extent of his percentage ownership interests in Commonwealth Associates.
Certain shares and warrants held directly by Mr. Falk were transferred to
him by Commonwealth Associates.
(4) Includes 300,180 shares underlying warrants held by Commonwealth Associates
that are exercisable currently or within 60 days following the Reference
Date. Excludes securities held in Commonwealth Associates' trading
accounts.
(5) Includes 111,112 shares underlying warrants held by Mr. Shea.
(6) Includes 332,502 shares underlying stock options held by Mr. Lavallee.
(7) Includes 158,334 shares underlying stock options held by Mr. Pressman.
(8) Includes 6,667 shares underlying stock options held by Mr. Banister.
(9) Includes 11,427 shares underlying stock options held by Mr. Halperin.
(10) Includes 10,836 shares underlying stock options and 12,500 shares
underlying warrants held by Mr. Schiller.
(11) Includes 236,031 shares underlying Series A preferred stock, 623,077 shares
underlying warrants, and 529,767 shares underlying options held by
executive officers and directors.
11
<PAGE> 15
PREFERRED STOCK
The table below sets forth certain information as of April 18,
2000 with respect to the beneficial ownership of the Series A Convertible
Preferred Stock by (1) each person known by AccuMed to be the beneficial owner
of more than 5% of the outstanding shares of Series A preferred stock, (2) the
only director, nominee or executive officer who owns any Series A preferred
stock, and (3) executive officers and directors as a group. Based on 696,487
shares of Series A preferred stock outstanding. Unless otherwise noted, AccuMed
believes that all persons named in the table have sole voting and investment
power with respect to all shares of Series A preferred stock listed as
beneficially owned by them.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ---------------------------------------------- --------------------- --------------------
<S> <C> <C>
Robert L. Priddy ........................... 354,046 50.8%
c/o AccuMed International, Inc.
920 N. Franklin St., Ste 402
Chicago, IL 60610
Societe Generale Cust for Courcoux ......... 59,062 8.5%
Bouvet
560 Lexingtom Ave
New, York, NY 10022
France Finance IV .......................... 47,250 6.8%
51, rue Vivienne
75002 Paris, FRANCE
All executive officers and directors as a
group (6 persons) .......................... 354,046 50.8%
</TABLE>
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
KPMG LLP have been AccuMed's principal accountants for the fiscal
years ended December 31, 1996, 1997,1998 and 1999. The board of directors have
not yet selected the principal accountants to serve for the 2000 fiscal year due
to the change in the nature of AccuMed's operations. Representatives of KPMG are
expected to be present at the meeting, will have the opportunity to make a
statement if they so desire, and are expected to be available to respond to
appropriate questions.
STOCKHOLDER PROPOSALS---2001 ANNUAL MEETING
STOCKHOLDER PROPOSALS INTENDED TO BE PRESENTED AT THE NEXT ANNUAL
MEETING OF THE STOCKHOLDERS OF ACCUMED MUST BE RECEIVED BY ACCUMED NOT LATER
THAN DECEMBER 31, 2000, TO BE CONSIDERED FOR INCLUSION IN ACCUMED'S PROXY
STATEMENT RELATING TO THAT MEETING. STOCKHOLDER PROPOSALS SHOULD BE ADDRESSED TO
THE ATTENTION OF THE SECRETARY, ACCUMED INTERNATIONAL, INC., 920 N. FRANKLIN,
SUITE 402, CHICAGO, IL 60610.
OTHER MATTERS
Management is not aware of any matters to be presented for action
at the meeting other than as set forth in this proxy statement. If other
business should come before the meeting, the persons named as proxy
12
<PAGE> 16
holders in the accompanying proxy intend to vote the shares in accordance with
their judgment, and discretionary authority to do so is included in the proxy.
ANNUAL REPORT
AccuMed's Annual Report on Form 10-K, including audited financial
statements for the fiscal year ended December 31, 1999, is enclosed with this
proxy statement.
By Order of the Board of Directors
Jack H. Halperin
Secretary
13
<PAGE> 17
ACCUMED INTERNATIONAL, INC.
920 NORTH FRANKLIN STREET, SUITE 402
CHICAGO, ILLINOIS 60610
FOR THE ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD TUESDAY, MAY 16, 2000
The undersigned hereby appoints Paul F. Lavallee and Norman J. Pressman and each
of them, Annual proxies, each with full power of substitution to vote all of the
stock of the undersigned at the Annual Meeting of Stockholders of AccuMed
International, Inc. to be held on May 16, 2000 at 10:00 a.m. (Chicago time) at
the AccuMed's offices located at 920 North Franklin Street, Suite 402, Chicago,
Illinois, and at any adjournments thereof, in the manner indicated and in their
discretion on any other business which may properly come before said meeting,
all in accordance with and as more fully described in the Notice and
accompanying Proxy Statement for said meeting, receipt of which is hereby
acknowledged. THE SHARES REPRESENTED BY THIS PROXY SHALL BE VOTED AS SPECIFIED
BELOW. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR APPROVAL OF
EACH OF THE PROPOSALS LISTED, INCLUDING FOR THE ELECTION OF DIRECTOR NOMINEES.
1. Election of Mark Banister, Jack H. Halperin, Paul F. Lavallee, Robert Priddy,
and Leonard M. Schiller as directors to serve until the next annual meeting of
stockholders and until their successors are duly elected and qualified.
<PAGE> 18
Please mark your
[X] votes as in this
example
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED
PRIOR TO ITS EXERCISE.
IF NO SPECIFICATION IS MADE THIS PROXY WILL BE VOTED IN FAVOR OF THE
PROPOSALS DESCRIBED BELOW.
FOR WITHHELD 2. In their discretion,
1. Election of the proxy holders are
Directors [ ] [ ] authorized to vote upon
(see reverse) such other business as
For, except vote withheld for the may properly come before
Following nominee(s): the meeting or any
adjournments thereof,
if such business was not
- ----------------------------------- known to the board of
directors prior to the
solicitation of this
proxy.
SIGNATURE(S) DATE , 2000
------------------------------- --------------------
Please sign exactly as name appears hereon. Please date, sign and return the
proxy promptly in the enclosed envelope. When signing as attorney,
administrator, trustee or guardian, please give full title. If the signature is
for a corporation, please sign full corporate name by authorized officer. If the
shares are registered in more than one name all holders must sign.
