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:
/x/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
MEDA, INC.
(Name of Registrant as Specified in Its Charter)
David C. Baca
(Name of Person(s) Filing Proxy Statement
Payment of Filing Fee (Check the appropriate box):
/x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and O-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule O-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule O-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
MEDA, INC.
15845 SW 72nd Avenue, Building C
Tigard, Oregon 97224
PROXY STATEMENT
This Proxy Statement and the accompanying proxy/voting
instruction card (proxy card) are being mailed beginning October
23, 1996, to holders of shares in connection with the
solicitation of proxies by the Board of Directors of Meda, Inc.
("Meda" or "Company") for the 1996 Annual Meeting of Shareholders
in Tualatin, Oregon. The meeting will be held on November 21,
1996 at 4:00 p.m. at the offices of MEDA at 15845 SW 72nd Avenue,
Building C, Tigard, Oregon.
Only stockholders of record at the close of business on
October 22, 1996 will be entitled to vote at the meeting. At the
close of business on October 22, 1996 there were ----------
outstanding shares of the Company's common stock ("Common
Stock"). Each share of Common Stock not in the treasury is
entitled to one vote. There is no provision in the Company's
Certificate of Incorporation for cumulative voting.
If shares are not voted in person, they cannot be voted on
your behalf unless a signed proxy is given. Even if you expect
to attend the Annual Meeting in person, in order to ensure your
representation please complete, sign and date the enclosed proxy
and mail it promptly in the enclosed envelope. A stockholder
giving a proxy pursuant to the present solicitation may revoke it
at any time before it is exercised by giving a subsequent proxy
or by delivering to the Secretary of the Company a written notice
of revocation prior to the voting of the proxy at the Annual
Meeting. If you attend the Annual Meeting and inform the
Secretary of the Company in writing that you wish to vote your
shares in person, your proxy will not be used. If you receive
two or more proxy cards, please complete, sign, date and return
each to complete your representation. All shares represented by
each properly executed and unrevoked proxy, in the accompanying
form, will be voted unless the proxy is mutilated or otherwise
received in such form or at such time as to render it unusable.
Votes cast at the Annual Meeting will be tabulated by the
persons appointed by the Company to act as inspectors of election
for the Annual Meeting. Shares represented by proxies that
reflect abstentions or "broker non-votes" (i.e., shares held by a
broker or nominee which are represented at the meeting, but with
respect to which such broker or nominee is not empowered to vote
on a particular proposal) will be counted as shares that are
present and entitled to vote for purposes of determining the
presence of a quorum. However, for purposes of determining the
outcome of any proposal as to which proxies reflect abstentions
or broker non-votes, shares represented by such proxies will be
treated as not present and not entitled to vote with respect to
that proposal.
The cost of this solicitation will be borne by the Company.
Solicitation will be made by mail, by telegraph and telephone,
and personally by a few officers and regular employees of the
Company who will not receive additional compensation for
solicitation. Brokers, nominees and fiduciaries will be
reimbursed for out-of-pocket expenses incurred in obtaining
proxies or authorizations from the beneficial owners of the
Common Stock.
The purpose of the meeting and the matters to be acted upon
are set forth in the foregoing attached Notice of Annual Meeting
of Stockholders. As of the date of this Proxy Statement,
management knows of no other business which will be presented for
consideration at the Annual Meeting. However, if any such other
business shall properly come before the meeting, votes will be
cast pursuant to the proxies in respect of any such other
business in accordance with the best judgment of the persons
acting under the proxies.
PROPOSAL 1
Election of Directors
On October 15, 1996, the Board of Directors voted to amend
the Company's Bylaws to increase the number of directors elected
each year to four. Holders of Common Shares and voting Preferred
Shares are entitled to elect one director. Holders of Class B
Common Shares voting as a separate class are entitled to elect
three directors.
Nominee for Election of Director by Common Shareholders and
Voting Preferred Shares
Kenneth L. Minton, age 46, was hired as the Company's
President and Chief Executive Officer in April, 1996. Prior to
joining Meda, he was President and Chief Operating Officer of
Hind, Inc., a manufacturer and distributer of high end sports
apparel from 1993 to 1996, and Vice President of Microwave
Applications Group, an electronics manufacturer, from 1985 to
1993. Prior to 1985, Mr. Minton had extensive experience in
operations, finance, sales and marketing in several industries.
Mr. Minton holds a B.S. degree in Business Administration.
Nominees for Election of Directors by Class B Common Shares
Arthur R. (Ron) Torland, age 49, has been employed by the
Company or its predecessor since 1970. He became Chairman of the
Board in 1988, was Chief Executive Officer from 1988 to 1996, and
was President from 1982 to 1987. He has been Treasurer and a
member of the Board of Directors since the Company was
incorporated in 1972. Mr. Torland holds a B.S. degree in
business administration from Portland State University and served
in the U.S. Army from 1968 to 1970.
Craig S. Montgomery, Ph.D., 42, has been a director of the
Company since March, 1996. He is a licensed clinical
psychologist. From 1983 to 1991, he was Program Director of New
Day Center, Portland, Oregon, a residential and out-patient
facility for chemical dependency treatment. From 1991 to 1993,
he was Clinical Supervisor of both the New Day Center and the
Dual Diagnosis program at Portland Adventist Medical Center and
Caremark Behavioral Health Services. He is now in private
practice. Dr. Montgomery holds a Master's Degree from Pepperdine
University and a Ph.D. from the California School of Professional
Psychology in San Diego, California.
Douglas C. Johnson, age 40, has been a director of the
Company since March, 1996. He holds a B.A. degree in Music from
Fort Wright College in Spokane, Washington and a Masters Degree
from the University of Southern California in Los Angeles. He
has been a professional opera singer for 12 years and returned to
the U.S. two years ago after nine years in Europe.
Notes to Proposal 1:
No director holds a directorship in any other Company
reporting under the Securities and Exchange Act of 1934.
Mr. Torland and Dr. Montgomery are stepbrothers. Mr.
Johnson is Dr. Montgomery's and Mr. Torland's brother-in-law.
Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth information with respect to
the ownership of issued and outstanding shares of the Company as
of the date hereof by each director, executive officer, and
person known to the Company to be the beneficial owner of more
than 5% of any class of the Company's voting securities as of
August 31, 1996:
<TABLE>
<CAPTION>
Amount and
Name and Address Nature of Percent
Title of of Beneficial Beneficial of
Class Owner Owner Class
----- ----- ----- -----
<S> <C> <C> <C>
Common Shares Arthur R. (Ron) Torland 110,381 6.2%
10595 SW Kiowa St.
Tualatin, OR 97062
Common Shares Arthur N. Torland 522,347 29.4%
8520 SW Avery St.
Tualatin, OR 97062
Common Shares Julian G. Torland 267,900 15.1%
11100 SW North Dakota St.
Tigard, OR 97223
Common Shares Douglas C. and
Joanne E. Johnson 146,832 8.3%
8728 SW Pamlico Ct.
Tualatin, OR 97062
Class B Arthur R. (Ron) Torland 142,902 67.5%
Common Shares 10595 SW Kiowa St.
Tualatin, OR 97062
Class B Julian G. Torland 68,649 32.5%
Common Shares 11100 SW North Dakota St.
Tigard, OR 97223
Class A Convertible
Preferred
Shares Arthur N. and
Bessie M. Torland 2,750 55.6%
8520 SW Avery St.
Tualatin, OR 97062
Class A Convertible
Preferred
Shares Julian G. Torland 700 14.1%
11100 SW North Dakota St.
Tigard, OR 97223
Class A Convertible
Preferred
Shares Douglas C. and
Joanne E. Johnson 1,500 30.3%
8728 SW Pamlico Ct.
Tualatin, OR 97062
</TABLE>
The directors and officers of the Company, as a group, own
304,456 common shares, representing 17.1% of that class, and
142,902 shares of Class B common shares, representing 67.5% of
that class and 1,500 shares of Class A convertible preferred,
representing 30.3% of that class.
There are no arrangements which may result in a change of
control of the Company.
Executive Compensation.
The following table sets forth the compensation of the chief
executive officer and all executive officers of the Company for
the fiscal year ending May 31, 1996, who receive total annual
salary and bonuses during that period in excess of $100,000:
Annual Compensation
-------------------
<TABLE>
<CAPTION>
Name of Individual Other
and Its Position Salary($) Bonus($) Compensation($)
---------------- --------- -------- ---------------
<S> <C> <C> <C>
Arthur R. (Ron) Torland,
(CEO through April 18, 1996)
1995 101,820 None 2,500
1996 84,011 None None
</TABLE>
No officer, director or employee was beneficiary of any
long-term compensation or other compensation in excess of the
dollar values reflected in item 402(b)(2)(iii)(c). No director
received any compensation for his or her services as a director.
Company and Prepared Media Laboratory, Inc., Company's
operating subsidiary ("PML") entered into an employment agreement
with Kenneth L. Minton in April of 1996. The contract commenced
April 8, 1996 and will end May 31, 1999. For performing duties
incident to those of a chief executive officer, Mr. Minton will
receive a base salary of $150,000 per year. Commencing with the
fiscal year ending May 31, 1997, Mr. Minton may also receive a
substantial cash bonus based on the Company's performance.
Mr. Minton is also entitled to receive options to purchase
Company stock pursuant to the Company's stock option plan for
each year that Mr. Minton is employed, commencing with the year
ending May 31, 1996. Mr. Minton may be terminated prior to the
end of the agreement for "cause" which shall include, among
others, dishonesty that materially impairs the interest of the
operating subsidiary, refusal to follow a lawful direction of the
board or failure to reach mutually agreed performance targets.
There were no other employment contracts between the Company
and any named executive officer, nor was there any compensatory
plan or arrangement that would result in a payment in excess of
$100,000 to any named executive officer as a result of a change
in control.
Options Granted in Last Fiscal Year
-----------------------------------
<TABLE>
<CAPTION>
Number of % of Total
Securities Options
Underlying Granted in
Options Fiscal
Name Granted Year
---- ------- ----
<S> <C> <C>
Kenneth L. Minton 100,000(1) 100%
<CAPTION>
Exercise
or Base Expiration
Name Price Date
---- ----- ----
<S> <C> <C>
Kenneth L. Minton $0.375 per share June 14, 2001
<FN>
- --------------------
(1) 20,000 of the shares are currently exercisable.
</FN>
</TABLE>
Certain Relationships and Related Transactions.
The Company leases equipment, laboratories and office
facilities from Arthur and Bessie Torland, Julian Torland and
Arthur R. (Ron) Torland, some of whom hold more than 10% of
certain classes of voting securities of the Company, under four
operating leases. Total rental expense paid under these four
operating leases was approximately $115,200 in fiscal year 1994,
$98,400 in fiscal year 1995, and $90,000 in fiscal year 1996.
The Company has a Technology License Agreement with
Definitive Diagnostics, Inc. ("DDI"). See Patents and Licenses.
Under the agreement, which extends for six years, the Company
will manufacture and market products developed by DDI and pay a
royalty based upon the number of units sold. Total royalties of
$38,650 were incurred in fiscal 1996, $40,334 in fiscal 1995, and
$13,000 in fiscal 1994. DDI is owned by Messrs. Arthur and
Arthur R. (Ron) Torland, both shareholders owning more than 10%
of a class of stock of the Company. Arthur R. (Ron) Torland is
also a director of the Company.
Joanne E. Johnson, wife of director Doug C. Johnson, has
five year 6% notes issued in fiscal 1996 with a balance of
$89,345.
There are no other transactions, or series of similar
transactions, involving amounts in excess of $60,000.
PROPOSAL 2
The Board of Directors has selected the firm of Price
Waterhouse LLP to conduct an audit in accordance with generally
accepted auditing standards of the Company's consolidated
financial statements for the 52 week fiscal year ending May 31,
1997. A representative of that firm is expected to be present at
the annual meeting to respond to appropriate questions and will
be given an opportunity to make a statement if he or she so
desires. Neither the firm nor any of the partners has any direct
financial interest in the Company or any of its subsidiaries
other than as independent auditors. This selection is being
submitted for ratification at the meeting. If not ratified, this
selection will be reconsidered by the Board, although the Board
of Directors will not be required to select different independent
auditors for the Company. UNLESS OTHERWISE INSTRUCTED, PROXY
WILL BE VOTED FOR RATIFICATION OF THE SELECTION OF PRICE
WATERHOUSE LLP.
PROPOSAL 3
The Board of Directors recommend amending the Articles of
Incorporation to change the name of the Company from "Meda,
Inc.", to the proposed name, "PML, Inc." The Board of Directors
have unanimously approved a change of the Company's name and
recommend that the shareholders also approve the change. The
Board of Directors recommend changing the name of the Company
because the Company's subsidiary has operated under the business
name "PML Microbiologicals," and therefore the Company is more
commonly associated with the name PML. Additionally, there is an
Oregon corporation which is disputing the Company's right to use
the name "Meda." If the change is approved by the shareholders,
the name change will take effect no later than December 31, 1996.
PROPOSAL 4
The Board of Directors recommend amending the Articles of
Incorporation to increase the total number of Common Shares which
the Company is authorized to issue from 2,000,000 shares to
2,500,000 shares. The Board of Directors have unanimously
approved this increase in the number of authorized Common Shares
and recommended that the shareholders approve the increase. The
Board of Directors recommend increasing the number of authorized
Common Shares because additional shares need to be authorized in
order to provide enough shares to cover the outstanding shares
previously provided under the approved stock option plan.
GENERAL
Annual Report.
The Company's annual report to stockholders for year ending
May 31, 1996 is being mailed to all stockholders of record with
this Proxy Statement.
By order of the Board of Directors:
---------------------------------
Jim N. Weider, Secretary
Dated: -------------------------
MEDA, INC.
15845 SW 72nd Avenue, Building C
Tigard, Oregon 97224
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders of Meda, Inc., a Delaware corporation ("Meda" or
"Company"), will be held at Meda's offices at 15845 SW 72nd
Avenue, Building C, Tigard, Oregon 97224, on 21st day of
November, 1996 at 4:00 p.m., for the following purposes:
1. To elect 4 directors of the Company to serve for a term
of one year and until their successors are elected and
have qualified;
2. To ratify the appointment of Price Waterhouse LLP as
independent auditors for fiscal year 1997;
3. To adopt an amendment to the Company's Articles of
Incorporation changing the Company's name from "Meda,
Inc." to "PML, Inc.", to be effective no later than
December 31, 1996.
4. To adopt an amendment to the Company's Articles of
Incorporation increasing the number of authorized
Common Shares from 2,000,000 to 2,500,000.
5. To transact such other business as may properly come
before the meeting and any adjournments thereof.
Only stockholders of record at the close of business on
October 22, 1996, will be entitled to notice of and to vote at
the Annual Meeting and at any and all adjournments thereof.
Whether or not you plan to attend the meeting in person, in
order to ensure your representation, complete, sign, date and
promptly return the enclosed proxy card. A return envelope,
which requires no postage if mailed in the United States, has
been provided for your use. If you attend the Annual Meeting and
inform the Secretary of the Company in writing that you wish to
vote your shares in person, your proxy will not be used.
BY ORDER OF THE BOARD OF DIRECTORS,
--------------------------------
Jim N. Weider, Secretary
Tigard, Oregon
Dated: October 23, 1996
MEDA, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MARCH 14, 1996
The undersigned hereby appoints Arthur R. (Ron) Torland
(with full power to act), as proxy with full power of
substitution, to represent and to vote all of the Common Stock of
MEDA, Inc., held of record by the undersigned at the close of
business on October 22, 1996 at the annual meeting of
shareholders of MEDA, Inc. on Thursday, November 21, 1996, and at
any adjournments thereof, as set forth below and in accordance
with their discretion on any other matters which may properly
come before the meeting or any adjournments thereof.
The Board of Directors recommend a vote FOR the proposals:
1. For the election of: Douglas C. Johnson as director.
/ / For / / Withhold Authority / / Abstain
2. Proposal to ratify the appointment of Price Waterhouse
LLP as the independent public accountant for the company for the
year ending May 31, 1997.
/ / For / / Against / / Abstain
3. Proposal to amend the Articles of Incorporation to
change the name of the Company from "Meda, Inc." to "PML, Inc."
/ / For / / Against / / Abstain
4. Proposal to amend the Articles of Incorporation to
increase the number of authorized Common Shares from 2,000,000 to
2,500,000.
/ / For / / Against / / Abstain
5. In their discretion, the Proxies are authorized to vote
upon such other business as may properly come before the meeting.
THE SHARES COVERED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF
NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF THE
FOREGOING PROPOSALS.
Please sign exactly as shares are registered. When shares
are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full
corporate name by president or other authorized officer. If a
partnership, please sign in partnership name, by authorized
person.
---------------------------
Signature
---------------------------
Signature if held proxy
DATED:
Please mark, sign, date and
return this proxy promptly
using the enclosed envelope.
