SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.__)
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[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Hemagen Diagnostics, Inc.
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(Name of Registrant as Specified In Its Charter)
Jerry L. Ruyan, William P. Hales, Thomas A. Donelan, Christopher P. Hendy
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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<PAGE>
THE REDWOOD GROUP
9468 Montgomery Road
Cincinnati, OH 45242
800-205-0407
August 3, 1999
Dear Fellow Hemagen Stockholders:
We believe you need only read Hemagen's response to our Consent Solicitation to
know that the current management and directors couldn't care less about the long
suffering stockholders! We feel it is apparent that they only care about the
jobs of their four family members and lining their cronies' pockets.
CHANGE WILL ONLY OCCUR IF YOU VOTE THE WHITE CARD!
If you want more red ink, more excuses, nepotism, and think it is acceptable
that four out of the five top executive positions are filled with members of the
Franzblau family -- who have no prior business experience ... then do nothing
and don't complain when your Hemagen stock goes down.
If you want to allow the string of bad acquisitions , losses, and
under-performance to continue, and a "rubber stamp board" to run roughshod over
its stockholders ... then do nothing and don't complain!
If you want to allow Carl Franzblau who has repeatedly promised earnings but has
delivered losses resulting in an accumulated deficit today of $3.4 million
dollars since becoming a public company 6 years ago ... then do nothing and
don't complain!
Carl Franzblau, Chairman, President, and CEO of Hemagen is also a full-time
Professor and Chairman of the Biochemistry Department and Associate Dean for
Graduate Affairs at the Boston University School of Medicine. Did you ever
wonder which "full-time" job took precedence? We all know the answer ... it is
obvious from Hemagen's financial performance. If you are happy with the
financial performance of your company, its stock price, and with the fact that
the company you invested in is run by a part-time President and CEO (who
receives full time pay) and thumbs his nose at stockholders who demand
performance ... then do nothing and don't complain!
<PAGE>
HEMAGEN STOCKHOLDERS NEED AND DESERVE FULL-TIME PROFESSIONAL
MANAGEMENT WHO ARE COMMITED TO SUCCESSFULLY OPERATING THE
COMPANY AND BUILDING STOCKHOLDER VALUE!
Jerry L. Ruyan, is a founder and former CEO of Meridian Diagnostics, Inc.,
("KITS" on the NASDAQ), who steered Meridian's growth from $0 to over $30
million in revenues and $140 million in stockholder value driven by 19
consecutive years of profits under his leadership. William Hales is a CPA and
Investment Banker who spent six years in Big Six accounting firms and the last
seven years in the investment banking field. Both of these individuals are
highly capable and possess the skills necessary to fix Hemagen. If you want
proven experienced business professionals ... THEN VOTE THE WHITE CARD FOR THE
REDWOOD GROUP.
If you want a management team who has designed, implemented and delivered a
model for successfully operating a profitable diagnostics company with
extraordinary results like Meridian ...THEN VOTE THE WHITE CARD FOR THE REDWOOD
GROUP AND LET US BEGIN TO FIX HEMAGEN!
VOTE THE WHITE CARD TO END NEPOTISM!
If you want to ensure that the best and brightest industry professionals will be
recruited to make Hemagen succeed and you want the reign of NEPOTISM to end ...
THEN VOTE THE WHITE CARD FOR THE REDWOOD GROUP.
NEPOTISM in a public company destroys morale, creates conflict and eliminates
checks and balances within an organization. It can produce and promote cover-ups
and excuses. Could you fire your wife, son, or son-in-law if they weren't
performing? Are the Franzblaus -- with their limited business experience really
entitled to the positions, salaries and benefits which they enjoy? Hemagen's
Chief Financial Officer, William Franzblau, whose compensation is $113,300, is
not even an accountant and has no financial reporting experience! Hemagen's top
sales and marketing executive, Scott Weiss, (Carl Franzblau's son-in-law) whose
compensation is $113,500 had no prior diagnostics experience. We ask Hemagen's
stockholders to decide - are these the best qualified people for the job? Is
there a conflict of interest with Carl Franzblau on the Compensation Committee
which determines the salaries for his family members? Is there any potential
conflict with the Chairman's son, William Franzblau and wife, Myrna Franzblau,
controlling the financial and treasury function, respectively? WE ALL KNOW THE
ANSWER! TELL THEM BY VOTING THE WHITE CARD!
The Franzblau's reaction to our consent solicitation was predictable. They
bulldozed the board into changing the company's Bylaws thereby stealing the
right of a simple majority of shares to determine who would manage your company.
<PAGE>
Hemagen has been run by the seat of its pants since its inception. Since 1993,
current management has continuously tried to re-invent themselves, each time
with a new acquisition that they promise will be the "key to the future". As in
the acquisition of Cellular Products, management obviously failed to capitalize
on the opportunity. Each time the stockholders get a new spin! At the most
recent annual stockholders meeting we were told that the latest acquisition, the
"ANALYST" is the "sleeper of the century" to quote your part-time CEO. This
management group has burned through $15 million of public capital and $5 million
in debt. With the four Franzblau family members who pervade upper management of
our company it is obvious that no amount of money can make this current
management succeed.
LET US SET THE RECORD STRAIGHT
Hemagen's management would have you believe that if you vote with the Redwood
Group to remove and replace the current "RUBBER STAMP" directors, that you will
give the Redwood Group 15% of Hemagen for Free! THIS IS NOT TRUE! AS ALWAYS,
WHEN THE FRANZBLAUS SPEAK -- YOU MUST READ BETWEEN THE LINES!
There has been much misinformation provided to stockholders about the option for
15% of the company. We are not receiving any shares of stock for free. When we
are successful, we will have to pay close to $2.4 million dollars to the company
to exercise our options. That is 33 1/3% more than we can purchase the stock for
today in the open market. THAT IS NOT FOR FREE! Furthermore, we have agreed not
to exercise our option for a period of eighteen months or until the stock trades
above $5 for 20 consecutive days or unless there is a further change in control.
OUR OPTION IS PERFORMANCE BASED
IF WE CAN'T MAKE YOUR INVESTMENT APPRECIATE, OUR OPTION WILL BE WORTHLESS.
UNLIKE THE CURRENT BOARD AND MANAGEMENT, WE ARE ALIGNED WITH YOU. IF YOU MAKE
MONEY -- WE MAKE MONEY.
DON'T BE FOOLED BY THE FRANZBLAUS! REMEMBER THEY ARE TRYING TO KEEP THEIR FAMILY
JOBS AND SALARIES, AT THE STOCKHOLDERS EXPENSE! As your stock languishes and the
company keeps losing money, the Franzblaus keep getting paid, and the
stockholder's value keeps eroding. ALIGN YOUR INTEREST WITH OUR'S, VOTE THE
WHITE CARD FOR THE REDWOOD GROUP TODAY!!!
Sincerely,
Jerry L. Ruyan William P. Hales
Thomas A. Donelan Christopher P. Hendy
<PAGE>
YOUR VOTE IS EXTREMELY IMPORTANT
1. Please SIGN, MARK, DATE and MAIL your WHITE consent card in the enclosed
postage-paid envelope. If you wish to vote for our Nominees and proposals,
you must submit the enclosed WHITE proxy card and must NOT submit Hemagen's
blue card.
2. If you have already voted Hemagen's blue card, you have every legal right
to change your mind and vote FOR our Nominees and proposals on the WHITE
consent card. Only your latest dated consent card will count.
3. If your shares are held for you by a bank or brokerage firm, only your bank
or broker can vote your shares and only after receiving your instructions.
Please sign, date and return the enclosed WHITE consent card in the
envelope provided or call your bank or broker and instruct your
representative to vote FOR our Nominees and proposals on the WHITE consent
card.
4. Time is Short. Please vote today!
If you have any questions or need assistance in voting your shares or in
changing your vote, please contact Beacon Hill Partners, Inc. at the toll free
number listed below.
BEACON HILL PARTNERS
90 Broad Street
NEW York, New York 10004
(212) 843-8500 (call Collect)
or Call toll-free (800) 755-5001
