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SCHEDULE 14A
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Hemagen Diagnostics, Inc.
(Name of Registrant as Specified in Its Charter)
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FOR IMMEDIATE RELEASE
For information, contact:
Lawrence E. Dennedy
MacKenzie Partners, Inc.
(212) 929-5239
Hemagen Diagnostics, Inc. Sets June 29, 1999 as the Record Date for
Stockholder Vote on Proposed Consent Solicitation
WALTHAM, MA - JUNE 30, 1999 - Hemagen Diagnostics, Inc. (NASDAQ: HMGN, HMGNW;
BSE: HGN) ("Hemagen") today announced that it has set June 29, 1999 as the
record date for stockholder vote on the proposed consent solicitation by Jerry
L. Ruyan, William P. Hales, Thomas A. Donelan, and Christopher P. Hendy (the
"Shareholder Group"). The company has been informed by a representative of the
Shareholder Group that the proposed consent solicitation will seek to remove all
of the company's six directors, and then re-elect two of the company's directors
and replace the remaining four with the members of the Shareholder Group. The
solicitation will also seek stockholder approval to grant options to purchase
15% of the fully-diluted common stock of Hemagen to Mr. Hales and a corporation
owned by an employee stock ownership plan of which Messrs. Ruyan, Donelan and
Hendy are the principal participants.
All of the members of Hemagen's Board of Directors, including Dr. Ricardo M. de
Oliveira and Dr. Alan S. Cohen whom the Shareholder Group is not attempting to
replace, strongly believe that the Shareholder Group's proposals are not in the
best interests of the company or its shareholders. Hemagen urges all of its
stockholders not to sign any consent or take any other action with respect to
the proposed consent solicitation. Hemagen is preparing further information in
response to the Shareholder Group's proposed consent solicitation and will
provide such information to all shareholders as promptly as possible.
Hemagen Diagnostics, Inc. develops, manufactures and markets more than 135
FDA-cleared proprietary medical diagnostic test kits used to aid in the
diagnosis of autoimmune and infectious diseases and to measure important
constituents in human blood. Hemagen also manufactures and markets the
Analyst(R) Benchtop Chemistry System for automated diagnostic tests on blood
serum or plasma. The company focuses on markets which offer significant growth
opportunities.
Certain Information Concerning Participants
Hemagen Diagnostics, Inc. and certain other persons named below may be deemed to
be "participants" in the solicitation of revocations of consents in response to
the proposed consent solicitation by the Shareholder Group. The participants may
include the directors of Hemagen as well as the officers listed below.
Carl Franzblau, Ph.D. is the Chairman of the Board of Directors, Chief
Executive Officer, President and Secretary of Hemagen. Dr. Franzblau
beneficially owns 699,021 shares of Hemagen common stock, including 314,511
shares owned by Dr. Franzblau's spouse, options to purchase 20,000 shares,
and options to purchase 40,000 shares exercisable by Dr. Franzblau's spouse.
Dr. Franzblau disclaims beneficial ownership over all shares held by his
spouse.
Ricardo M. de Oliveira, M.D. is the Vice President of Research and
Development and a Director of Hemagen. Dr. de Oliveira beneficially owns
345,684 shares of Hemagen's common stock, including options to purchase
10,000 shares, and 40,014 shares held by Dr. Oliveira's spouse.
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Alan S. Cohen, M.D. is a Director of Hemagen. Mr. Cohen beneficially owns
148,705 shares of Hemagen common stock.
Lawrence Gilbert is a Director of Hemagen. Mr. Gilbert
beneficially owns 118,687 shares of Hemagen common stock, of which 44,000 are
held by his spouse. Mr. Gilbert disclaims beneficial ownership over all
shares held by his spouse.
Paul N. Fruitt is a Director of Hemagen. Mr. Fruitt beneficially owns 8,000
shares of Hemagen common stock.
Charles W. Smith is a Director of Hemagen. Mr. Smith beneficially owns 146,659
shares of Hemagen common stock.
Myrna Franzblau is the Treasurer and Director of Human Resources of Hemagen, and
the spouse of Dr. Carl Franzblau. Ms. Franzblau beneficially owns 699,021 shares
of Hemagen common stock, including 364,510 shares owned by Ms. Franzblau's
spouse, options to purchase 40,000 shares, and options to purchase 20,000 shares
exercisable by Ms. Franzblau's spouse. Ms. Franzblau disclaims beneficial
ownership over all shares held by her spouse.
William Franzblau is the Chief Financial Officer and General Counsel of Hemagen.
Mr. Franzblau beneficially owns 94,890 shares of Hemagen common stock, including
options to purchase 30,500 shares.
