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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Hemagen Diagnostics, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
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(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)(1)
and 0-11
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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previously. Identify the previous filing by registration statement number,
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HEMAGEN DIAGNOSTICS, INC.
40 BEAR HILL ROAD
WALTHAM, MASSACHUSETTS 02451
------------------------
REVOCATION OF CONSENT STATEMENT OF THE
BOARD OF DIRECTORS OF HEMAGEN DIAGNOSTICS, INC.
------------------------
This Revocation of Consent Statement is furnished by the Board of Directors
of Hemagen Diagnostics, Inc., a Delaware corporation ("Hemagen," the "Company,"
or the "Corporation"), to the holders of outstanding shares of its common stock,
par value $0.01 per share (the "Common Stock"), in opposition to the
solicitation by Jerry L. Ruyan, William P. Hales, Thomas A. Donelan and
Christopher P. Hendy (collectively, the "Redwood Group") of written consents
from stockholders of Hemagen. This Revocation of Consent Statement and the
accompanying Revocation of Consent card are being mailed to stockholders
commencing on or about July 27, 1999.
The Redwood Group is conducting a consent solicitation with respect to the
following proposals (the "Redwood Group Proposals"):
- oust our duly elected Board of Directors, replacing them with Messrs.
Ruyan, Hales, Donelan and Hendy, the four members of the Redwood Group,
and leave two vacancies on your Board, which will give the Redwood Group
control of the Board and, effectively, of Hemagen;
- approve a grant to the Redwood Group members, or an entity that they
control, of options to purchase a total of 15% of Hemagen's common stock,
on a fully diluted basis; and
- amend Hemagen's by-laws to eliminate our staggered board and make certain
other changes that would enable the Redwood Group to remove all of our
directors without cause.
THE BOARD OF DIRECTORS OF THE CORPORATION VIGOROUSLY OPPOSES THE REDWOOD
GROUP'S SOLICITATION OF CONSENTS AND URGES YOU NOT TO SIGN OR RETURN ANY WHITE
CONSENT CARD SENT TO YOU BY THE REDWOOD GROUP. IF YOU HAVE PREVIOUSLY SIGNED AND
RETURNED A WHITE CONSENT CARD TO THE REDWOOD GROUP, YOU HAVE EVERY RIGHT TO
CHANGE YOUR MIND.
THE BOARD IS ASKING FOR YOUR SUPPORT. THE BOARD URGES YOU TO SIGN, DATE AND
MAIL THE ENCLOSED BLUE REVOCATION OF CONSENT CARD IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE AS SOON AS POSSIBLE TO REVOKE ANY AND ALL PRIOR
CONSENTS.
Questions concerning the voting of your shares of common stock should be
directed to our proxy solicitor:
MacKenzie
Partners, Inc.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
or Call Toll-Free: (800) 322-2885
or to the Company:
William Franzblau, CFO
Hemagen Diagnostics, Inc.
40 Bear Hill Road
Waltham, MA 02431
Call Toll-Free 1-800-436-2436
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WHY THE BOARD OPPOSES THE REDWOOD GROUP'S PROPOSALS
YOUR BOARD OF DIRECTORS HAS DETERMINED THAT THE
SOLICITATION BEING MADE BY THE REDWOOD GROUP IS
NOT IN THE BEST INTEREST OF SHAREHOLDERS. YOUR BOARD
URGES YOU TO DISREGARD THE REDWOOD GROUP'S SOLICITATION
MATERIAL AND NOT TO SIGN THE WHITE CONSENT CARD.
REMOVAL OF BOARD MEMBERS
The Redwood Group is seeking your written consent to remove your entire
Board of Directors and elect themselves as a new Board of Directors. If
successful, the new Board of Directors would be Jerry L. Ruyan, William P.
Hales, Christopher P. Hendy, and Thomas A. Donelan. Your Board of Directors is
supposed to consist of six members, however, the Redwood Group states that it
will leave two vacancies on your Board until the next annual meeting of the
Shareholders at which time the vacancies would be filled by Shareholder vote.
When the Redwood Group initially filed its preliminary proxy at approximately
7:00 P.M. on Friday June 25, 1999 (as well as the first amendment to that proxy
filed on July 13, 1999), they included two of your present directors, Alan S.
Cohen and Ricardo M. de Oliveira, on their slate to be re-elected as members of
the Board. We believe that this was done to make shareholders believe that there
would be some continuity in the control of Hemagen and at the same time imply
that these two members of the Board had given the Redwood Group permission to
use their name. In fact, Hemagen received many calls from shareholders stating
that they had believed these implications to be true.
Our Board unanimously OPPOSES the Redwood Group's proposal to remove all of
the current directors and replace all the Board members with the Redwood Group's
four members. In fact, our Board believes that if such a proposal were to
succeed, there would be a substantial disruption to the business operations of
Hemagen. Hemagen's management has already encountered a significant business
disruption due to the present consent solicitation filed by the Redwood Group in
that parties with whom Hemagen is, and has been, negotiating significant
business transactions have expressed concern over a possible management change.
Our Board believes that if the Redwood Group were truly out for the
shareholders' best interests, they would have approached Hemagen in other ways
such as a bid to purchase the Company. Moreover, we believe that certain of the
Redwood Group members have conflicts of interest that would place their
commitment and dedication to Hemagen in question. We also believe that, in
addition to Mr. Hales (the proposed new president of Hemagen) inexperience in
managing a company, Mr. Donelan and Mr. Hendy also lack the experience necessary
and relevant to manage Hemagen. Their backgrounds are solely in the banking and
investment arenas and neither have any scientific training or experience.
Additionally, to our knowledge, the Redwood Group has no business plan for the
Company. Our Board, on the other hand, has financial, medical, scientific, legal
and business development backgrounds which we believe provides our shareholders
with a well rounded, independent Board that will not be influenced by personal
interests over the best interests of Hemagen and its shareholders. Your current
Board has a master business plan to maximize shareholder value which was
developed well before the Redwood Group made themselves known to the Company.
The Company is in the process of implementing the business plan which includes
the sale of Cellular Products, Inc. We have set forth the pertinent aspects of
the Board's master business plan in this Proxy statement which includes focusing
on the core businesses and a plan for expense reduction. Our Board is of the
opinion that the Redwood Group is not able to bring the same knowledge,
experience and independence to the table. Ask yourself if Mr. Hendy and Mr.
Donelan, the two independent nominees who are also partners in the venture
capital business with Mr. Ruyan will truly make independent decisions. Remember,
under NASDAQ rules, Mr. Hendy and Mr. Donelan will be the majority members of
the Board's compensation committee which would set Mr. Ruyan's salary and
compensation package as well as Mr. Hales' salary and compensation package.
Another issue which you as shareholders must consider is the statement by the
Redwood Group that they will "request" reimbursement from Hemagen for all
expenses incurred in their proxy solicitation if they are
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successful in their proposals. Reimbursing themselves will not benefit the
shareholders or increase shareholder value and you should also consider who will
be making the decision whether the company should reimburse them or not. We
believe that you know the answer, it is the Board of Directors which will
consist solely of members of the Redwood Group.
The Redwood Group has stated that it intends to replace your entire Board of
Directors with themselves and they also intend to replace the President and
Chief Executive Officer, Dr. Carl Franzblau. Jerry L. Ruyan, a long-time
resident of Ohio, will be the new CEO. The Redwood Group's proxy does not
indicate that Mr. Ruyan will leave Ohio and relocate to Massachusetts to manage
your company. We believe that he will not relocate and will attempt to manage
the company from Ohio. The Redwood Group proposes to elect William P. Hales as
the new President of Hemagen. Mr. Hales is a 37 year old stockbroker who has
never run a company and has never been a corporate officer or director of any
company, public or private, and who has no relevant scientific background in
diagnostics or otherwise. Again as with Mr. Ruyan, Mr. Hales does not live in
Massachusetts and the Redwood Group's proxy statement does not indicate that Mr.
Hales will move from his home in New York to manage your Company. Dr. Franzblau,
on the other hand, has over 25 years experience in medical diagnostics. He has
been the president of two diagnostic companies and owned and operated several
clinical laboratories. His scientific expertise includes numerous University
degrees as well as over 35 years experience in research and development of
diagnostic products. Your Board believes that you should "shop and compare
before you buy" and your Board believes that you should not let the Redwood
Group fool you into thinking that they will not personally benefit if you
approve their proposals by the careful way in which they set forth their
proposals.
The Redwood Group states that if elected one of their goals will be "to
focus on more profitable sales and a reduction in expenses." The Redwood Group
also states that they "anticipate that the total executive compensation after
these changes would be about the same as last reported by Hemagen." The Redwood
Group's Proxy statement only lists William P. Hayes and Jerry L. Ruyan as
executives and states that the remaining members of Hemagen's management [not
necessarily executive management] would consist of persons, not currently
identified..." We believe that the Redwood Group's goals will clearly benefit
themselves and not necessarily the shareholders. This belief is based upon the
fact that the compensation that the Redwood Group is proposing to pay themselves
is in addition to the 1,747,014 stock options (approximately 22.5% of the issued
shares) that the Redwood Group will receive without paying anything for these
options. In the fifteen years since Hemagen's inception, the executives have
only received 105,000 options in total and Dr. Franzblau personally only
received 20,000 stock option of that total. We believe that you should beware of
any group that intends to issue themselves over 1.7 million options on the day
they take control.
CREATING VALUE FOR OUR SHAREHOLDERS HAS ALWAYS BEEN OUR OBJECTIVE. When we
took the Corporation public in 1993, our goal was to build a profitable
multi-product diagnostic enterprise that could serve as the cornerstone of a
sizable medical device company. It has been our experience in this industry that
success is achieved by steadily growing sales of core product lines, developing
new products that complement existing products and acquiring enterprises with
complementary technologies. Following that strategy has poised Hemagen to emerge
as a prominent competitor in the medical and veterinary diagnostic communities.
In 1997 and 1998 Hemagen was named as one of the "National Fast 500 Technology"
companies by Deloitte & Touche.
During the past few years, Hemagen has developed many new diagnostic
products while simultaneously pursuing strategic acquisitions that we believe
have added value to the Corporation by increasing the menu of available
diagnostic products offered for sale by Hemagen. We believe that the increased
product offerings may attract new distribution outlets and end users. Hemagen
recently acquired the Analyst automated clinical chemistry system, a proprietary
diagnostic system that complements Hemagen's existing technologies.
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Our Board of Directors has overseen a string of acquisitions and
infrastructural changes from 1993, when they took the Corporation public, to the
present, including:
- the expansion of our distribution center for Latin America in Brazil in
1993;
- the addition of the immunofluoresence product line in 1995;
- the acquisition and integration of the RAICHEM clinical chemistry business
in 1996;
- the acquisition of Cellular Products, Inc. research products in 1996;
- the addition of several VIRGO and RAICHEM products for which we have
succeeded in receiving FDA clearance;
- the execution of contracts with several multi-national corporations
including Carter-Wallace, Inc., AVL Scientific Corporation and Boehringer
Mannheim GmbH; and
- the acquisition of the Analyst benchtop clinical chemistry system from
Dade Behring in 1998.
Our Board is optimistic about the ability of Hemagen to leverage these
recent developments to position the Corporation for expansion into new markets.
We are also seeking to increase profit margins by concentrating our efforts in
three core areas within the field of diagnostics that complement each other and
provide an opportunity for cross-marketing our products. Hemagen's three key
platforms are:
- our immunodiagnostic division;
- our clinical chemistry division; and
- our point-of-care instrumentation business, which includes the Analyst and
companion products.
Historically, Hemagen has placed the greatest emphasis on its
immunodiagnostic business. We believe that our expansion into additional product
lines has allowed us to increase our presence in international markets. Recently
we have been negotiating with a potential strategic partner to further increase
our market presence by supplying reagents to a prominent instrument distributor.
Our RAICHEM division already manufactures certain products for the distributor,
but the opportunity that now presents itself is for all of the product line. We
have signed a confidentiality agreement and a meeting with the distributor is
set for the end of July, 1999. If successful, we believe that Hemagen will be
able to expand its market presence and reputation outside its areas of
historical competence of diagnostics and into systems, which include instrument
and disposable reagent systems.
Consistent with our recent emphasis on our three core technologies, we have
been examining which segments of the Corporation are incompatible with our
strategic focus. Although Cellular Products, Inc. has generally been a positive
addition to the Corporation, due to its recent string of losses, we believe that
our resources are more profitably used to reinforce our core businesses and have
signed an agreement with a corporation created by Cellular Products, Inc's
senior management for the divestiture of Cellular Products, Inc. As part of the
master business plan, we have been analyzing other aspects of the Company to
reduce expenses and increase profitability. Based upon estimates done by
management, we expect that the measures taken to date as well as the measures
which are being implemented within the next six months will save over $1,000,000
in expenses and future potential losses. These measures include but are not
limited to bringing various manufacturing operations in-house and outsourcing
certain sales and marketing efforts. Add to that our projected increase in sales
based solely upon the new Vet Rotor introduced in April, 1999 and our reagent
agreement with an international instrument company, AVL Scientific, which we
believe will show an increase in profits, we are of the opinion that Hemagen's
future is exciting and optimistic.
Our Board has also led Hemagen to develop several new products, for which we
are pursuing regulatory approval by the FDA, in the fields of infectious
diseases and autoimmune diseases. The Board's strategy of supporting continuous
research and development is beginning to reap rewards for the
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Corporation, and the Board believes that continued emphasis on research and
development will maximize long-term value for our shareholders by increasing our
product menu and making the Company a more attractive vendor.
Our efforts have recently contributed a positive trend in revenues from our
RAICHEM division, which has begun marketing a test for HDL-Cholesterol based on
a state of the art, fully automated technology. We recently entered into an
agreement with AVL Scientific Corporation to be their exclusive supplier of
reagents for a new instrument that AVL Scientific Corporation is launching in
South America. We are in negotiations with Italian, French and Israeli
diagnostic manufacturers that we believe offer Hemagen opportunity to expand its
international business. The French diagnostic company has tested our reagents
and found them to be satisfactory. We are meeting with them at the American
Association of Clinical Chemistry meeting at the end of July, 1999 to discuss
proposal terms including reagent pricing and contractual exclusivity. The
Israeli diagnostic company, which sells primarily in Europe, has approached
Hemagen to enter into a joint venture with our Company. At present, we have
signed confidentiality agreements and are evaluating financial data before
further due diligence takes place. Another Israeli diagnostic company has
ordered 50 Analyst instruments from Hemagen for use in the veterinary market and
plans to expand that business significantly. The Italian company has also
entered into a confidentiality agreement with Hemagen and is interested in the
Analyst System and our Virgo product line. In the latter case, the Italian
company would like to be the exclusive distributor of Hemagen's products in
Italy and we are presently discussing minimum annual purchases. We believe that
these opportunities will further increase shareholder value; however, as with
any business venture, market and other risks associated with participation in
these opportunities may negatively effect the profitability of Hemagen. The
potential success of our negotiations is based in part on the established
quality of our product lines, and also in part on the industrial and strategic
relationships that our key officers and our Board of Directors have nurtured
within Hemagen's targeted field over the last several years. We believe that
current as well as future negotiations could be compromised or upset by a sudden
shift in the management of the Corporation. In addition, based upon a review of
product catalogues, we believe that two of these companies are in direct
competition with Meridian Diagnostics, another potential conflict for Mr. Ryan.
Our current Board of Directors brings loyalty, significant experience and a
demonstrated level of commitment to Hemagen, and the relationships established
by our Board members in the industry are among the Corporation's valuable
assets. Our directors have persevered through market fluctuations and the
learning process that defines the character of a company. One defining attribute
of our Board is that they have been dedicated to finding opportunities for
Hemagen's growth in both traditional and less-traditional avenues, and have
maintained a vision toward the long-term success of the Corporation. Members of
our Board of Directors, who have an unblemished record of utmost loyalty to our
shareholders, unanimously contend that the actions solicited by the Redwood
Group, for which the Redwood Group seeks immediate compensation through equity
potential, and which will place the Redwood Group in the position of determining
their own compensation going forward, would harm our shareholders as a class.
Our Board questions the Redwood Group's anticipated level of commitment to
vigorously represent the interests of all shareholders as a class, and grow the
Corporation as an enterprise.
Jerry L. Ruyan is a co-founder of Meridian Diagnostics, Inc., which is one
of our major competitors. He has previously served as president and chief
executive officer of Meridian, and based on the Redwood Group's Consent
Solicitation Statement, served as a director until he resigned on July 7, 1999.
In the Redwood Group's preliminary proxy statement filed on June 25, 1999,
Mr. Ruyan was listed as a director of Meridian Diagnostics, Inc. In that
preliminary statement, the Redwood group did not even mention the significant
conflict of interest which Mr. Ruyan would have if he were to serve on Hemagen's
Board of Directors. In the Redwood Group's second amendment to their proxy
statement, in Mr. Ruyan's biography they state that Mr. Ruyan's ownership of
Meridian creates a potential conflict of interest since Meridian and Hemagen
compete in certain product areas and may be competitors in other fields in the
future. Your Board was surprised that such a potential conflict was not noted
anywhere else in the
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Redwood Groups proxy statement since this appears to be a material fact that all
shareholders should be aware of. In January, 1998, our Chairman of the Board met
with Mr. Ruyan, in his capacity as a shareholder of Hemagen, to discuss Hemagen
and its prospects. When our Chairman requested that Mr. Ruyan inform him of
possible acquisition opportunities, Mr. Ruyan responded that to do so would be
in conflict with his duties to Meridian as he was required to bring any possible
acquisition of the sort that would benefit Hemagen first to Meridian. On or
about November 24, 1998 when Mr. Ruyan requested a seat on our Board of
Directors, he was rejected in part due to his clear conflict of interest
relative to his association with Meridian Diagnostics as well as the late date
he requested his name be considered as a Board member. On December 7, 1998, your
Board appointed Paul Fruitt to replace John Sandson and notified Mr. Ruyan of
this on December 11, 1998. Your Board specifically raised the issue of Mr.
Ruyan's significant conflict of interest in its preliminary proxy statement
filed with the SEC on July 2, 1999. We believe that if we would not have raised
this issue with the Redwood Group that Mr. Ruyan would have not resigned as a
member of the Board of Directors of Meridian Diagnostics, Inc. on July 7, 1999.
In fact, in another proxy solicitation filed with the SEC on July 16, 1999 under
Cafe Odyssey, Inc. Mr. Ruyan still states that he is a member of the Board of
Directors of Meridian. Is this the type of person that you want to serve as a
member of your Board of Directors?
Mr. Ruyan still has a conflict of interest regardless of his resignation
from the Board of Directors of Meridian. Mr. Ruyan presently has a written
agreement with William Motto, Meridian's Chairman of the Board and Chief
Executive Officer, which relates to restrictions and obligations if and when
either Mr. Motto or Mr. Ruyan desires to sell any stock they own in Meridian.
Again, this agreement is not mentioned in the Redwood Group's proxy statement.
The Redwood Group states that Mr. Ruyan owns approximately 3.2% of Meridian's
stock. On July 21, 1999, based upon the closing stock prices as reported by the
Boston Globe Newspaper, Mr. Ruyan's interest in Meridian exceeds $3,500,000. We
believe that when you compare this ownership interest in Meridian to his total
interest in Hemagen of approximately $270,000 (based upon the closing price of
Hemagen's stock on 7/21/99) that you will see a clear conflict between Mr.
Ruyan's self interest of increasing Meridian's stock value and increasing
Hemagen's market share and competitive edge over Meridian. You should also note
and consider that Mr. Ruyan's interest in Meridian is equal to almost 50% of
Hemagen's total market capitalization. Your Board believes that Mr. Ruyan's
relationship with Meridian appears to be almost as strong now as before Mr.
Ruyan resigned as a director of Meridian. Our Chairman and the other Board
members can only conclude that Mr. Ruyan's economic self interest would favor
Meridian, our principal competitor, at the expense of Hemagen. The Redwood Group
has proposed that Mr. Ruyan serve as Hemagen's Chairman of the Board and Chief
Executive Officer.
We are not the first company to be targeted by Mr. Ruyan. Mr. Ruyan has
experience instigating proxy fights and was elected as a member of the Board of
Directors with respect to a contest he waged against Frisch's Restaurants.
Messrs. Ruyan and Donelan formed a company called Redwood Venture Group in 1995,
an investment fund, and were later joined by Mr. Hendy. Redwood Venture Group
and certain of its members have attracted media attention in connection with
their aggressive business tactics.
We also have previous experience with Mr. Hales, who assisted us in
obtaining financing in 1995. Our experience with Mr. Hales led us to conclude
that his manner of conducting business was not compatible with the
Corporation's. Moreover, Mr. Hales' experience is in money management. He has no
documented experience operating a company of which we are aware. He is also of
the tendency to rapidly change positions; the longest period he has been
associated with a single company is for about 2 years at his present position.
Prior to that his average tenure with any brokerage firm was about 15 months. As
a money manager, his experience extends primarily to managing money for
individual investor clients.
Thomas Donelan is a banker with experience in the area of commercial
lending. In 1995, Mr. Donelan co-founded Redwood Venture Group. Christopher
Hendy is also a commercial banker by trade who joined Redwood Venture Group in
1996. We are not aware that Mr. Donelan or Mr. Hendy has any experience relevant
to operating a business like ours.
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In light of the complete lack of germane experience that most of the members
of the Redwood Group appear to offer to our Board of Directors as well as the
lack of experience of the Redwood Group's proposed president, and the dilution
that shareholders will experience as a result of the stock options that the
Redwood Group is seeking to acquire, our Board believes that the Redwood Group
does not have any real understanding of, or interest in, our business, but,
instead, is seeking to maximize the short-term investment return of its members
in large part at the expense of the other stockholders of Hemagen.
Moreover, while we have articulated and implemented strategies that we
believe will make Hemagen a successful company, the Redwood Group has not
proffered any plans at all. Our Board has always shown a willingness to listen
to ideas that will strengthen the Corporation or lead it in directions that will
enhance shareholder returns. However, Redwood Group, composed principally of
individuals with expertise that does not overlap with Hemagen's niche
technologies, has provided no strategy for improving the Corporation. Their
confident statement made in a proxy statement they filed with the Securities and
Exchange Commission that "We Believe We Can Deliver Stockholder Value" is
without substantiation or strategy as to how this may be achieved.
AWARD OF OPTIONS FOR 15% OF HEMAGEN
The Redwood Group's proposal calls for Mr. Hales and a company called
Redwood Holdings Inc. with only one shareholder--an employee stock ownership
plan whose principal participants are Messrs. Ruyan, Donelan and Hendy--each to
receive an option to purchase 7.5% of our common stock, on a fully-diluted
basis, for a total of 15% (1,747,014 shares, or about 22.5% of the Corporation's
outstanding shares as of June 29, 1999). Although the options are priced at a
value exceeding the current trading value of our common stock, we believe that
even very small increases in our stock price, which may be caused by
fluctuations in the market or otherwise, will reap the Redwood Group a very
handsome reward for serving as members of the Board of Directors of Hemagen. The
Redwood Group's proposed stock option grant is different than the Company's 1992
stock option plan in that pursuant to the Company's stock option plan, the Board
of Directors is only authorized to issue up to 1,000,000 options to purchase up
to 1,000,000 shares of Hemagen stock. This plan was put in place to primarily
benefit all of the employees of Hemagen and your Board of Directors have
maintained this goal by issuing most of the options granted to employees other
than executive management. The Redwood Group's proposal is to issue themselves
stock options outside of the Company's stock option plan.
The Redwood Group has proposed an exercise price of $1.36 per share for the
options to be granted to themselves. They state that this is 33.33% premium over
the average of the Hemagen common stock during the 30 day trading period ending
June 25, 1999. Based upon the March 31, 1999 10-QSB filed by Hemagen, the common
stock has a book value of $1.30 per share. Therefore, the exercise price of the
options are only 4% above the book value of the Company. Additionally, the
Redwood Group proposes that for 18 months after the stock options are issued,
the stock options will only be exercisable if the stock trades above $5 for 20
consecutive days or if there is a change in control. Change of control is not
defined in the Redwood Group's proxy statement. Your Board believes that the
definition of change of control is extremely material since it directly relates
to when the options are exercisable.
The Redwood Group states that the exercise of the options would cause a
dilution of the existing equity interests of stockholders. They do not state
that the dilution will be approximately 22.5%. Your Board also suggests you
consider the fact that the warrants which are presently traded on the NASDAQ are
exercisable at a price of $2.75 per share. Ask yourself how issuing stock
options at $1.36 per share to the Redwood Group benefits the holders of these
warrants. We believe it will not benefit the warrant holders.
Accordingly, our Board unanimously OPPOSES the Redwood Group's proposal to
grant to the Redwood Group stock options to purchase 15%, on a fully-diluted
basis, of the Common Stock.
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AMENDMENTS TO OUR BY-LAWS
The Redwood Group's proposal includes amendments to our by-laws that will
facilitate their rapidly and efficiently securing themselves as the majority of
the Board of Directors. The proposed by-law amendments do not necessarily
represent specific areas in which the Redwood Group seeks change or improvement
for shareholders generally--rather, they serve the Redwood Group's end of
wresting control of the Corporation in a blitzkrieg fashion. One of the proposed
changes to our by-laws is the removal of a classified board. The provision was
included in the by-laws when Hemagen, which was originally incorporated in 1985
as a Massachusetts Corporation, was reincorporated as a Delaware Corporation in
1992. The provision was approved by our shareholders at that time. Another of
the proposed changes is a by-law amendment that eliminates all other by-law
amendments made since we took Hemagen public in 1993. As they have made a
blanket request without any discussion of any provisions they find unacceptable,
we believe that the Redwood Group is merely ensuring that the stage is set for a
quick and efficient overturn of our Board. Moreover, the two specific by-law
provisions for which they request repeal would, if left unchanged, stymie their
intention to take over the Corporation in the fashion they have proposed. We
believe that the amendments that they request benefit only the Redwood Group and
not our shareholders generally.
Accordingly, our Board unanimously OPPOSES the Redwood Group's proposal to
amend Hemagen's by-laws.
As you consider your decision, the Board asks that you recognize that the
Redwood Group is not offering to purchase your shares or pay you anything for
their rise to control of the Corporation. Rather, they are seeking your vote to
install them as the majority of Hemagen's Board of Directors and asking you, as
a member of the stockholder class, to suffer dilution of your shares
- -potentially up to 15% on a fully diluted basis. Our Board does not find this to
be in anybody's best interests except those of the Redwood Group.
For the foregoing reasons, our Board unanimously OPPOSES all of the Redwood
Group Proposals.
PLEASE SIGN, DATE AND MAIL ONLY THE ENCLOSED BLUE REVOCATION OF CONSENT
CARD.
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THE CONSENT PROCEDURE
VOTING SECURITIES AND RECORD DATE
As of June 29, 1999, the Corporation had 7,751,890 shares of Common Stock
outstanding. The Board of Directors has set June 29, 1999 as the record date for
the determination of stockholders entitled to express or withhold their consent
to the Redwood Group Proposals. Each share of Common Stock represents one vote
and only such holders of record are entitled to express or withhold consent to
the Redwood Group Proposals.
EFFECTIVENESS OF CONSENTS
Under applicable Delaware law, the by-laws and the charter of the
Corporation, the by-laws of the Corporation may be amended by either the
shareholders or the Board of Directors. Under Delaware law, unless otherwise
provided in a corporation's certificate of incorporation, stockholders may act
without a meeting without prior notice and without a vote, if consents in
writing setting forth the action to be taken are signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. The Corporation's Restated
Certificate of Incorporation does not prohibit stockholder action by written
consent. At a meeting of the Company's Board of Directors held on July 2, 1999,
the Board determined to amend the by-laws to provide that, in order for the
Corporation's shareholders to amend, alter or repeal any by-law, holders of at
least two-thirds of the outstanding shares of Common Stock must approve such
action.
The Board took such action for several reasons, including that the change
aligns the vote necessary to change the by-laws with that required to change the
Corporation's certificate of incorporation, which had been 2/3; that it adds an
additional level of protection to the Corporation's classified board governance
structure, which the Board believes contributes to consistency and stability in
corporate policy, while at the same time not precluding a successful
solicitation by the Redwood Group; and that it also tends to neutralize any
timing advantage which would otherwise inhere in the Redwood Group by virtue of
its having filed its solicitation materials with the Securities and Exchange
Commission several days earlier than the Corporation's filing of its materials,
thus increasing the chances that all stockholders of the Corporation will have
the opportunity to read and consider both sides' positions on the Redwood
Group's proposals before any action by written consent becomes final. In
addition, as noted above, the Board noted in making its decision in this regard
that the Redwood Group's efforts appear to be led by an individual who, based on
the Redwood Group's preliminary proxy materials filed with the Securities and
Exchange Commission, is formerly a director of a principal competitor of the
Company. The Redwood Group has indicated its intent to litigate the validity of
the July 2, 1999 amendment to the by-laws. To date the Company has not been
served with a complaint or any process or complaint initiated by the Redwood
Group. However, the validity of the Board's actions may ultimately be determined
by a Court of competent jurisdiction.
EFFECT OF BLUE CARD
The Corporation's Board of Directors is soliciting AGAINST the Redwood Group
Proposals. By executing the blue card stockholders will revoke any earlier dated
consent card solicited by the Redwood Group which stockholders may have signed.
Shares represented by the blue card will be voted as indicated thereon as a
revocation of consent as to all shares held by the shareholder in all
capacities.
Any stockholder executing and delivering the enclosed blue card may revoke
such action by signing and returning a later dated consent card solicited by the
Redwood Group.
The Corporation's Board of Directors urges you NOT to sign any consent card
sent to you by the Redwood Group. Whether or not you have previously executed a
consent card, the Board urges you to
10
<PAGE>
show your support for the Board by executing and dating the enclosed blue card
solicited by the Board, and to mail it in the enclosed postage prepaid envelope
as soon as possible. The blue card only serves to revoke any prior dated
consents submitted by shareholders.
BENEFICIAL OWNERSHIP OF VOTING SECURITIES
The following table sets forth, as of June 29, 1999, certain information
concerning stock ownership of the Corporation by (i) each person who is known by
the Corporation to own beneficially 5% or more of the Common Stock, (ii) each of
the Corporation's Directors, (iii) each of the Corporation's executive officers
named in the Summary Compensation Table ("Named Executive Officers"), and (iv)
all Directors and Named Executive Officers as a group. Except as otherwise
indicated, the stockholders listed in the table have sole voting and investment
powers with respect to the shares indicated.
<TABLE>
<CAPTION>
NUMBER OF SHARES
OF COMMON STOCK
NAME AND ADDRESS BENEFICIALLY PERCENTAGE
OF BENEFICIAL OWNER(1) OWNED(2) OF CLASS (2)(3)
- ---------------------------------------------------------------------------- -------------------- -----------------
<S> <C> <C>
Carl Franzblau, Ph.D.(4).................................................... 719,021 9.3%
Myrna Franzblau(5).......................................................... 719,021 9.3%
William Franzblau(6)........................................................ 94,890 1.2%
Ricardo M. de Oliveira, M.D.(7)............................................. 345,684 4.5%
Alan S. Cohen, M.D. ........................................................ 148,705 1.9%
Lawrence Gilbert(8)......................................................... 118,687 1.5%
Charles W. Smith............................................................ 146,659 1.9%
Paul N. Fruitt.............................................................. 8,000 *
All Directors & Executive Officers as a Group (8 persons)(9)................ 1,581,646 20.4%
Jerry L. Ruyan(10).......................................................... 684,854 8.7%
9468 Montgomery Road
Cincinnati, Ohio 45242
William P. Hales(10)........................................................ 684,854 8.7%
408 West 57th Street, 4A
New York, New York 10019
Thomas A. Donelan(10)....................................................... 684,854 8.7%
9468 Montgomery Road
Cincinnati, Ohio 45242
Christopher P. Hendy(10).................................................... 684,854 8.7%
9468 Montgomery Road
Cincinnati, Ohio 45242
</TABLE>
- ------------------------
(*) represents less than 1%
(1) The addresses for all of the named individuals other than Messrs. Ruyan,
Hales, Donelan and Hendy is c/o Hemagen Diagnostics, Inc., 40 Bear Hill
Road, Waltham, Massachusetts 02451.
(2) Pursuant to the rules of the Securities and Exchange Commission, shares of
Common Stock which an individual or group has a right to acquire within 60
days pursuant to the exercise of options or warrants are deemed to be
outstanding for the purpose of computing the percentage ownership of such
individual or group, but are not deemed to be outstanding for the purpose of
computing the percentage ownership of any other person shown in the table.
(3) As of June 29, 1999 there were 7,751,890 shares of Common Stock issued and
outstanding.
(4) Includes 344,510 shares owned by Dr. Franzblau and 314,511 shares owned by
Myrna Franzblau, Dr. Franzblau's spouse. Also includes 20,000 shares subject
to stock options granted to Dr. Franzblau and 40,000 shares subject to stock
options granted to Myrna Franzblau under the Corporation's 1992
11
<PAGE>
Stock Option Plan. Dr. Franzblau disclaims beneficial ownership of shares
and options held by his spouse. Dr. Franzblau has sole dispositive power
with respect to the shares held by him.
(5) Includes 314,511 shares owned by Mrs. Franzblau and 344,510 shares owned by
Dr. Franzblau. Also includes 40,000 shares subject to stock options granted
to Myrna Franzblau and 20,000 shares subject to stock options granted to Dr.
Franzblau under the Corporation's 1992 Stock Option Plan. Mrs. Franzblau
disclaims beneficial ownership of shares and options held by her spouse.
Mrs. Franzblau has sole dispositive power with respect to the shares held by
her.
(6) Includes options to purchase 30,500 shares. stock options granted to Mr.
Franzblau under the Corporation's 1992 Stock Option Plan.
(7) Includes 40,014 shares owned by Dr. de Oliveira's spouse and 10,000 shares
subject to stock options granted under the Corporation's 1992 Stock Option
Plan.
(8) Includes 44,000 shares owned by Mr. Gilbert's spouse. Mr. Gilbert disclaims
beneficial ownership over all shares held by his spouse.
(9) Includes the shares referenced in notes (4) through (8) above.
(10) The Redwood Group holds a total of 684,854 shares according to information
obtained from a Schedule 13D, dated June 21, 1999, filed by the Redwood
Group. Includes 122,000 warrants which are exercisable.
INFORMATION REGARDING THE DIRECTORS AND OFFICERS OF THE CORPORATION
The Corporation's Board of Directors is divided into three classes.
Directors constituting approximately one-third of the Board of Directors are
elected annually for a period of three years at the Corporation's Annual Meeting
of Stockholders to serve until their successors are duly elected by the
stockholders. Mr. Paul N. Fruitt was duly elected to take the seat on the Board
of Directors vacated by virtue of Dr. John Sandson's death. Mr Fruitt became a
director on December 9, 1998. The terms of Mr. Fruitt and Mr. Smith expire in
2002, the terms of Dr. Cohen and Mr. Gilbert expire in 2000 and the terms of Dr.
Franzblau and Dr. de Oliveira expire in 2001. A classified Board of Directors
could discourage, delay or prevent a takeover or change of control of the
Corporation. Our Board believes, however, that Corporation's classified board
structure prevents sudden shifts in corporate policy and adds to the stability
of the Corporation's governance. Vacancies and newly created directorships
resulting from any increase in the number of authorized Directors may be filled
by a majority vote of Directors then in office. Officers are elected by and
serve at the pleasure of the Board of Directors. Proxies cannot be voted for a
greater number of persons than the number of nominees named.
BUSINESS EXPERIENCE OF DIRECTORS AND OFFICERS
CARL FRANZBLAU, PH.D. has served as Chairman of the Board of Directors,
Chief Executive Officer and President of the Corporation since its inception.
For more than the past five years, Dr. Franzblau has served as a Professor and
Chairman of the Biochemistry Department and Associate Dean for Graduate Affairs
at the Boston University School of Medicine. Dr. Franzblau received his Bachelor
of Science degree in Chemistry from the University of Michigan and his Ph.D. in
Biochemistry from the Albert Einstein College of Medicine. Dr. Franzblau is the
husband of Myrna Franzblau, the Corporation's Treasurer.
RICARDO M. DE OLIVEIRA, M.D. has been the Vice President of Research and
Development and a Director of the Corporation since its inception. From 1980
through 1990, Dr. de Oliveira was a Professor at the University of Sao Paulo in
Brazil. Dr. de Oliveira is also the former Director of Clinical Pathology at the
Cancer Hospital of Sao Paulo, Brazil. Dr. de Oliveira received his M.D. degree
from the Faculdade de Ciencias Medicas da Santa Casa de Sao Paulo in Brazil.
12
<PAGE>
ALAN S. COHEN, M.D. has served as a Director of the Corporation since its
inception. Dr. Cohen was employed by the Boston University School of Medicine as
a Professor of Medicine and a Professor of Pharmacology through 1998. Dr. Cohen
is Editor-in-Chief of Amyloid: The International Journal of Experimental and
Clinical Investigation. Dr. Cohen served as the Director of the Arthritis Center
of Boston University from 1976 to 1994. From 1972 to 1992, Dr. Cohen served as
Chief of Medicine of Boston City Hospital. Dr. Cohen is a past president of the
American College of Rheumatology. Dr. Cohen received his Bachelor of Arts degree
from Harvard College and his M.D. degree from the Boston University School of
Medicine.
LAWRENCE GILBERT has served as a Director of the Corporation since its
inception and served as Clerk of the Corporation from its inception until 1988.
From 1987 until 1995, Mr. Gilbert served as the Director of Patent and
Technology Administration for Boston University. Since 1995, Mr. Gilbert has
been the Director of Technology Transfer for the California Institute of
Technology in Pasadena, California. Mr. Gilbert received his Bachelor of Arts
degree from Brandeis University, his Bachelor of Foreign Trade from the American
Institute of Foreign Trade and his J.D. degree from Suffolk University Law
School.
PAUL N. FRUITT has served as a Director of the Corporation since December
1998. Mr. Fruitt had been employed by the Gillette Company until his retirement
in 1996. He has many years experience in market research as well as in strategic
business planning. Mr. Fruitt served as Vice President of corporate planning for
27 years at the Gillette Company. He is currently a member of the Board of
Overseers of Brandeis University's Graduate School of International Economics
and Finance, and also serves on the Board of Overseers of the Newton-Wellesley
Hospital. Mr. Fruitt is a graduate of Harvard College.
CHARLES W. SMITH has served as a Director of the Corporation since its
inception. From 1984 through 1989, Mr. Smith served as a Senior Vice President
of Boston University. From 1983 through June 1992, Mr. Smith also served as the
Treasurer and on the Board of Trustees of Boston University. Mr. Smith attended
Metropolitan College in England and is a fellow of the Institute of Chartered
Accountants in England and Wales.
MYRNA FRANZBLAU has been the Corporation's Treasurer and Director of Human
Resources since its inception. Mrs. Franzblau received her Bachelor of Arts from
Brooklyn College and her Master's degree from Boston University. Mrs. Franzblau
is the wife of Carl Franzblau, the Corporation's President.
WILLIAM FRANZBLAU has served as the Corporation's Chief Financial Officer
since March 1996. Since 1993, Mr. Franzblau has been general counsel for the
Corporation. Mr. Franzblau received his Bachelor of Arts degree, in 1984, his
J.D. degree in 1987 and his LLM degree in taxation in 1990 from Boston
University. William Franzblau is the son of Dr. and Mrs. Franzblau.
BOARD MEETINGS; COMMITTEES
The Board of Directors met four times during the fiscal year ending on
September 30, 1998. All of the Directors attended 100% of the meetings of the
Board of Directors except for Dr. Ricardo de Oliveira who attended none of the
meetings of the Board of Directors and Dr. John Sandson who attended three of
the meetings of the Board of Directors during the year ended September 30, 1998.
During the year ended September 30, 1998, members of the Executive
Committee, Audit Committee and Compensation Committee did not meet as separate
committees. Instead, during such time, the Board of Directors, as a whole,
addressed the policies and issues related to the functions of the Executive,
Audit and Compensation Committees.
COMMITTEES OF THE BOARD
The Corporation established an Executive Committee, an Audit Committee and a
Compensation Committee of the Board of Directors on March 16, 1993.
13
<PAGE>
Executive Committee--Members of the Executive Committee are Dr. Cohen, Dr.
Franzblau and Dr. de Oliveira. The Executive Committee is authorized to take any
action that the Board of Directors is authorized to act upon with the exception
of the issuance of stock, the sale of all or substantially all of the
Corporation's assets and any other significant corporate transactions.
Audit Committee--Members of the Audit Committee are Mr. Smith and Mr.
Gilbert. The Audit Committee is concerned primarily with recommending the
selection of the Corporation's independent accountants and reviewing the
effectiveness of the Corporation's accounting policies and practices, financial
reporting and internal controls. The Audit Committee reviews the scope of audit
coverage, the fees charged by the accountants, and internal control systems.
Compensation Committee--The Compensation Committee consists of Dr. Franzblau
and two independent outside Directors, Mr. Fruitt and Mr. Gilbert. The
Compensation Committee was established to set and administer the policies that
govern annual compensation for the Corporation's executives.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION OF DIRECTORS
In fiscal 1998, the Corporation compensated each of its four non-management
Directors by paying them six thousand dollars ($6,000.00) plus actual travel
expenses up to $500 for each Board meeting attended. Drs. Franzblau and de
Oliveira receive no compensation for their services as Directors.
CERTAIN RELATIONSHIPS
Carl Franzblau and Myrna Franzblau, the Corporation's Treasurer, are husband
and wife and William Franzblau, Esq. Chief Financial Officer and General
Counsel, is the son of Carl Franzblau and Myrna Franzblau. Scott Weiss, VP,
Marketing and Sales, is the son-in-law of Carl Franzblau and Myrna Franzblau.
Except for Dr. and Mrs. Franzblau and William Franzblau and Scott Weiss, no
Director or officer is related by blood, marriage or adoption to any other
Director or executive officer.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth, for the fiscal years ended September 30,
1998, 1997 and 1996, the compensation paid to the Corporation's Chief Executive
Officer and to its highest paid executive officers who received from the
Corporation more than $100,000 in cash compensation.
14
<PAGE>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
-------------
SECURITIES
OTHER ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS(3))
- ------------------------------------------------------- --------- ---------- ------ ------------- -------------
<S> <C> <C> <C> <C> <C>
Carl Franzblau......................................... 1998 $ 140,000 0 $ 7,324(1) 10,000
Chief Executive Officer 1997 $ 137,187 0 $ 7,961 10,000
1996 $ 128,750 0 $ 5,073 0
William Franzblau...................................... 1998 $ 110,000 0 $ 3,300(4) 10,000
Chief Financial Officer 1997 $ 105,000 0 $ 3,150 20,500
Ricardo de Oliveira.................................... 1998 $ 120,000 0 0(2) 10,000
Senior Vice President 1997 $ 118,840 0 $ 610 0
1996 $ 118,840 0 $ 5,073 0
</TABLE>
- ------------------------
(1) The Corporation had provided Dr. Franzblau with the use of a leased car
during the fiscal years ended September 30, 1998, 1997 and 1996, and has
recorded an annual expense for Dr. Franzblau's automobile of approximately
$7,324, $7,961 and $5,073, respectively.
(2) The Corporation had provided Dr. de Oliveira with the use of a leased car
during the fiscal years ended September 30, 1997, and 1996, respectively,
and has recorded an annual expense for Dr. de Oliveira's automobile of
approximately $610 for the beginning of 1997 and $3,496 for 1996.
(3) In fiscal year 1998, the Corporation granted options to purchase 10,000
shares of Common Stock under the Corporation's 1992 Stock Option Plan to Dr.
Franzblau and Dr. de Oliveira, and options to purchase 10,000 shares of
Common Stock under the Corporation's 1992 Stock Option Plan to Dr. Franzblau
in the fiscal year ended September 30, 1997. No options were granted to Dr.
de Oliveira in the fiscal year ended September 30, 1997. No options were
granted to Dr. Franzblau or Dr. de Oliveira in the fiscal year ended
September 30, 1996.
(4) William Franzblau participated in the Corporation's 401k plan and received
Corporation match of 3%.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning the grant of stock
options to the named executive officers during the year ended on September 30,
1998.
<TABLE>
<CAPTION>
% OF TOTAL POTENTIAL REALIZABLE
NUMBER OF OPTIONS VALUE AT ASSUMED RATES
SECURITIES GRANTED TO OF STOCK PRICE
UNDERLYING EMPLOYEES EXERCISE OR APPRECIATION
OPTIONS IN BASE PRICE EXPIRATION FOR OPTION TERM
NAME(1) GRANTED FISCAL YEAR ($/SH) DATE 5%($) / 10%($)
- --------------------------------------- ----------- ----------- ----------- ----------- ------------------------
<S> <C> <C> <C> <C> <C>
Carl Franzblau......................... 10,000 3.2% 1.20 3-11-03 2,677/6,521
Ricardo de Oliveira.................... 10,000 3.2% 1.20 3-11-03 2,677/6,521
William Franzblau...................... 10,000 3.2% 1.20 3-11-03 2,677/6,521
</TABLE>
15
<PAGE>
The following table sets forth the value of outstanding options held as of
September 30, 1998.
AGGREGATED OPTION EXERCISES IN LAST FY AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS IN-THE-MONEY
AT FY-END(#) OPTIONS AT FY-END(#)
SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) VALUE REALIZED($) UNEXERCISABLE UNEXERCISABLE(1)
- -------------------------------- --------------------- ----------------------- --------------------- ---------------------------
<S> <C> <C> <C> <C>
Carl Franzblau.................. 0 0 10,000 0
0 0 10,000 0
Ricardo de Oliveira............. 0 0 10,000 0
William Franzblau............... 0 0 500 0
0 0 10,000 0
0 0 10,000 0
0 0 10,000 0
</TABLE>
- ------------------------
(1) Options listed carry an exercise price of $2.19 and $1.20 per share,
respectively for Carl Franzblau, $2.19 per share for Ricardo de Oliveira,
and $2.00, $1.75, $2.19 and $1.20 per share, respectively for William
Franzblau. The fair market value of the Common Stock underlying the options,
as of June 1, 1999 was $0.88 per share (NASDAQ closing price on June 1,
1999).
SUMMARY OF EMPLOYMENT AGREEMENTS
Hemagen has entered into employment agreements with Messrs. Carl Franzblau,
Ricardo de Oliveira, and William Franzblau. Under the terms of such agreements,
Messrs. Carl Franzblau, Ricardo de Oliveira and William Franzblau are guaranteed
salaries of not less than $145,000, $130,000 and $130,000, respectively, in each
case subject to annual increases. The agreements also provide for severance
benefits in the event that the officer is terminated without cause, as defined,
of continued base salary for a period of three years, in the case of Carl
Franzblau, and one year in the case of each of Ricardo de Oliveira and William
Franzblau.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended September 30, 1998, no executive officer served
as a member of the compensation committee of the board of directors of another
entity.
STOCKHOLDER PROPOSALS
In order to be included in Proxy material for the 2000 Annual Meeting,
tentatively scheduled to be held on Tuesday, March 4, 2000, stockholders'
proposed resolutions must have been received by the Corporation on or before
November 25, 1999. It is suggested that proponents submit their proposals by
certified mail, return receipt requested, addressed to the Secretary of the
Corporation.
PARTICIPANTS
In addition to the Board of Directors, Myrna Franzblau, Hemagen's Treasurer
and Director of Human Resources, and William Franzblau, Hemagen's Chief
Financial Officer and General Counsel, may be deemed to be 'participants' (the
"Participants") in the solicitation of revocations of consents in response to
the proposed consent solicitation by the Redwood Group.
16
<PAGE>
All of the Participants have a place of business, care of Hemagen
Diagnostic, Inc., at 40 Bear Hill Road, Waltham, Massachusetts 02451.
Mr. William Franzblau beneficially owns 94,890 shares of Common Stock,
including options to purchase 30,500 shares. Ms. Myrna Franzblau's beneficial
ownership of Common Stock is as set forth under the heading "Beneficial
Ownership of Voting Securities". None of the Participants owns of record any
shares of Common Stock other than shares over which they respectively have
beneficial ownership.
Over the past two years, the following Participants purchased or sold
securities of Hemagen in the following quantities:
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME PURCHASE (P) OR SALE (S) DATE OF COMMON STOCK
- ------------------------------------------------------- ----------------------------- ------------- -----------------
<S> <C> <C> <C>
Carl Franzblau......................................... P Dec. 1997 7,500
P Sep. 1998 4,000
P Sep. 1998 8,000
P Sep. 1998 4,000
P Sep. 1998 4,000
Paul Fruitt............................................ P Jan. 1999 5,000
Alan S. Cohen.......................................... P Dec. 1997 7,500
P Oct. 1998 10,000
Charles W. Smith....................................... P Nov. 1997 2,500
P Dec. 1997 7,500
Lawrence Gilbert....................................... P Jan. 1998 3,500
Myrna Franzblau........................................ P Dec. 1997 7,500
</TABLE>
On July 2, 1999, the Board of Directors adopted an amendment to the
Corporation's by-laws to provide for mandatory advancement of expenses incurred
by Indemnitees, which is defined in the Corporation's by-laws to include, among
other persons, the Corporation's directors and officers. One of the Redwood
Group Proposals contemplates the repeal of all amendments to our by-laws that
were adopted since February 4, 1993. If such proposal were adopted, the
Participants, all of whom are directors or officers, would not receive the
benefit of this July 2, 1999 by-law amendment.
SOLICITATION OF REVOCATIONS
The expense of preparing, printing and mailing of this Revocation of Consent
Statement, and the total expenditure relating to the solicitation of revocations
of consent (including, without limitation, costs, if any, relating to fees of
attorneys, accountants, public relations or financial advisers, solicitors,
advertising, printing, transportation and litigation) will be borne by Hemagen.
In addition to use of the mails, revocations of consent may be solicited by
officers, directors and regular employees of Hemagen, without additional
remuneration, by personal interviews, telephone, facsimile or otherwise. Hemagen
will also request brokerage firms, nominees, custodians and fiduciaries to
forward proxy materials to beneficial owners of shares held of record and will
provide reimbursement for the cost of forwarding such materials in accordance
with customary charges. Hemagen has retained MacKenzie Partners, Inc. to aid in
the solicitation of revocations of consent, including soliciting revocations of
consent from brokerage firms, banks, nominees, custodians and fiduciaries.
Approximately 30 persons will be utilized by such firm in its solicitation
efforts. The fees of such firm are not to exceed $50,000 plus out-of-pocket
costs and expenses.
Hemagen estimates that its total expenditures relating to the solicitation
of revocations of consent (exluding costs represented by salaries and wages of
regular employees and officers) will be approximately $195,000. To date, Hemagen
has incurred approximately $95,000.
17
