<PAGE>
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
Diametrics Medical, Inc.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
DIAMETRICS MEDICAL, INC.
2658 Patton Road
Roseville, Minnesota 55113
March 24, 1997
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders of
Diametrics Medical, Inc. (the "Company") which will be held on Thursday, April
10, 1997 at 3:30 p.m., Minneapolis time, at the offices of Dorsey & Whitney LLP,
on the 20th Floor of Pillsbury Center South, 220 South Sixth Street,
Minneapolis, Minnesota. The official notice of the meeting together with a proxy
statement and form of proxy are enclosed. Please give this information your
careful attention.
Shareholders of the Company are being asked to approve an amendment to the
Company's Amended and Restated Articles of Incorporation to increase the number
of authorized shares of Common Stock. Whether or not you expect to attend the
meeting in person, it is important that your shares be voted at the meeting. I
urge you to vote by marking the enclosed proxy and returning it promptly in the
enclosed envelope.
Sincerely,
/s/ David T. Giddings
David T. Giddings
Chief Executive Officer
<PAGE>
DIAMETRICS MEDICAL, INC.
2658 Patton Road
Roseville, Minnesota 55113
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
to be held April 10, 1997
TO THE SHAREHOLDERS OF DIAMETRICS MEDICAL, INC.:
Notice is hereby given that a Special Meeting of Shareholders of Diametrics
Medical, Inc. (the "Company") will be held on Thursday, April 10, 1997 at 3:30
p.m., Minneapolis time, at the offices of Dorsey & Whitney LLP, on the 20th
Floor of Pillsbury Center South, 220 South Sixth Street, Minneapolis, Minnesota,
for the following purposes:
1. To amend the Amended and Restated Articles of Incorporation of the
Company to (i) increase the number of authorized shares of all classes
of stock from 25,000,000 to 40,000,000 and (ii) increase the number of
authorized shares of Common Stock, par value $.01 per share, from
20,000,000 to 35,000,000 (the "Amendment").
2. To transact such other business as may properly come before the
Special Meeting or any postponement or adjournment thereof.
The Board of Directors has fixed March 7, 1997 as the record date for the
determination of shareholders entitled to vote at the Special Meeting. Only
shareholders of record at the close of business on that date will be entitled to
notice of, and to vote at, the Special Meeting.
By Order of the Board of Directors
/s/ Kenneth L. Cutler
Kenneth L. Cutler
Secretary
March 24, 1997
YOU ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING IN PERSON. WHETHER OR
NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, YOU ARE URGED TO SIGN,
DATE AND PROMPTLY RETURN THE ENCLOSED PROXY. A SELF-ADDRESSED ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE. IF YOU LATER DESIRE TO REVOKE YOUR PROXY, YOU MAY
DO SO AT ANY TIME BEFORE IT IS VOTED.
<PAGE>
DIAMETRICS MEDICAL, INC.
2658 Patton Road
Roseville, Minnesota 55113
________________
PROXY STATEMENT
FOR
SPECIAL MEETING OF SHAREHOLDERS
APRIL 10, 1997
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Diametrics Medical, Inc. (the "Company")
for use at the Special Meeting of Shareholders to be held on Thursday, April 10,
1997, at 3:30 p.m., Minneapolis time, at the offices of Dorsey & Whitney LLP, on
the 20th Floor of Pillsbury Center South, 220 South Sixth Street Minneapolis,
Minnesota, and at any adjournment thereof, for the purposes set forth in the
Notice of Special Meeting of Shareholders. This Proxy Statement and the form of
proxy enclosed are being mailed to shareholders commencing on or about March 24,
1997.
Shares of the Company's Common Stock, $.01 par value (the "Common Stock"),
and shares of the Company's Series I Junior Participating Preferred Stock, $.01
par value (the "Preferred Stock"), represented by proxies in the form solicited
will be voted in the manner directed by the holders thereof. If the enclosed
proxy is returned to the Company but no direction is made, the persons named in
the proxy will vote all shares of the Company's Common Stock and/or Preferred
Stock represented thereby "FOR" the proposal to approve the amendment to the
Company's Amended and Restated Articles of Incorporation. Shares voted as
abstentions on any matter will be counted as shares that are present and
entitled to vote for purposes of determining the presence of a quorum at the
meeting, and as unvoted, although present and entitled to vote, for purposes of
determining the approval of each matter as to which the shareholder has
abstained. If a shareholder of record submits a proxy which indicates that such
shareholder does not have discretionary authority as to certain shares to vote
on one or more matters, those shares will be counted as shares that are present
and entitled to vote for purposes of determining the presence of a quorum at the
meeting, but will not be considered as present and entitled to vote with respect
to such matters. Proxies may be revoked at any time before being exercised, by
delivery to the Secretary of the Company of a written notice of termination of
the proxies' authority or a duly executed proxy bearing a later date.
All holders of the Common Stock and the Preferred Stock whose names appear
of record on the Company's books at the close of business on March 7, 1997 will
be entitled to vote at the Special Meeting or any adjournment thereof. The
holders of the Common Stock and the Preferred Stock will vote as one class with
respect to the proposed amendment to the Company's Amended and Restated Articles
of Incorporation. At the close of business on March 7, 1997, a total of
15,235,139 shares of Common Stock and 750,000 shares of Preferred Stock were
outstanding. Each share of Common Stock is entitled to one vote with respect to
such proposal, and each share of Preferred Stock is entitled to 3.16 votes (see
the discussion below under the caption "PROPOSAL TO AMEND ARTICLES OF
INCORPORATION--The Preferred Stock").
Officers, directors and other employees of the Company may solicit proxies
by telephone or in person, and will receive no extra compensation for such
services. Expenses in connection with the solicitation of proxies will be paid
by the Company. Upon request by record holders of the Common Stock or the
Preferred Stock who are brokers, dealers, banks or voting trustees, or their
nominees, the Company will pay the reasonable expenses incurred by such record
holders for mailing proxy material to any beneficial owners of such stock.
<PAGE>
Management of the Company is not aware of any matters that will be acted
upon at the meeting other than the matter described in this Proxy Statement. In
the event that any other matters properly come before the meeting calling for a
vote of shareholders, the persons named as proxies in the enclosed form of proxy
will vote with respect to such other matters in accordance with their best
judgment.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 7, 1997, certain information
regarding beneficial ownership of the Company's voting securities by (i) each
person who is known by the Company to own, of record or beneficially, more than
five percent of either the Common Stock or the Preferred Stock, which are the
Company's only classes of voting securities, (ii) each of the Company's
Directors and Executive Officers, and (iii) all Directors and Executive Officers
of the Company as a group. Fractional shares are rounded to the nearest full
share.
<TABLE>
<CAPTION>
Number of Shares
----------------
Beneficially Percent of
------------ -----------
Name of Beneficial Owner Owned (1) Class (1)
- ------------------------ --------- ---------
<S> <C> <C>
Common Stock:
State of Wisconsin Investment Board 1,380,000 9.1
P.O. Box 7842
Madison, WI 53707
The Allstate Corporation 1,099,328 7.2
2775 Sanders Road
Northbrook, Il 60062-6127
Medical Innovation Funds (2) 1,279,467 8.2
Opus Center, Suite 421
9900 Bren Road East
Minneapolis, Minnesota 55343
Investment Advisors, Inc. (3) 1,240,500 8.1
733 Marquette
Investors Building, 5th Floor
Minneapolis, MN 55479-0047
James E. Ashton, Ph.D., Director (4) 28,543 *
Andre de Bruin, Director -- --
Gerald L. Cohn, Director (5) 105,000 *
David T. Giddings, President, Chairman of the Board, 179,334 1.2
CEO and Director (6)
Roy S. Johnson, Director -- --
Mark B. Knudson, Ph.D., Director (7) 188,875 1.2
Richard A. Norling, Director -- --
Fred E. Silverstein, M.D., Director (8) 16,500 *
Laurence L. Betterley, Senior Vice President 38,125 *
and CFO (9)
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Number of Shares Percent of
---------------- ----------
Beneficially Class (1)
------------ -----
Name of Beneficial Owner Owned (1)
- ------------------------ ---------
<S> <C> <C>
Common Stock (continued):
James R. Miller, Senior Vice President (10) 70,291 *
All directors and executive officers 626,668 4.0
as a group (10 persons) (11)
Preferred Stock:
IAI Investment Funds IV, Inc. 187,500 25.0
(IAI Regional Fund)
733 Marquette
Investors Building, 5th Floor
Minneapolis, MN 55479-0047
Amarfour, L.L.C. 125,000 16.7
200 West Madison, Suite 3800
Chicago, IL 60606
The Provident Bank as Custodian for 62,500 8.3
the Perkins Opportunity Fund
Ladonis Toney Institutional Custody
One East Fourth Street
Cincinnati, OH 45202
Parsnip River Company 50,000 6.7
4422 IDS Center
80 South 8th Street
Minneapolis, MN 55402
Gerald L. Cohn, Director 25,000 3.3
Mark B. Knudson, Director (12) 4,148 *
Fred E. Silverstein, Director (13) 20,000 2.7
Laurence L. Betterley, Senior Vice President 3,125 *
and CFO
James R. Miller, Senior Vice President -- --
All directors and executive officers 84,063 11.6
as a group (10 persons) (14)
</TABLE>
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* Less than 1%.
(1) Beneficial ownership is determined in accordance with rules of the
Securities and Exchange Commission, and includes, generally, voting power and/or
investment power with respect to securities. Shares of Common Stock issuable
upon exercise of options and warrants (including the Warrants, as
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<PAGE>
defined below) currently exercisable or exercisable within 60 days of March 7,
1997 are deemed outstanding for the purpose of computing the percentage of
outstanding Common Stock owned by the person holding such Preferred Stock,
options or warrants, but are not deemed outstanding for the purpose of computing
the percentage ownership of any other person. Shares of Common Stock issuable
upon conversion of the Preferred Stock are not included because holders of the
Preferred Stock will not have the right to convert such Preferred Stock to
Common Stock within 60 days after March 7, 1997. See "PROPOSAL TO AMEND ARTICLES
OF INCORPORATION--The Preferred Stock--Conversion." Except as indicated by
footnote, the persons named in the table above have sole voting and investment
power with respect to all shares of Common Stock shown as beneficially owned by
them.
(2) Includes 818,666 shares of Common Stock held by Medical Innovation Fund
("MIF") and 81,556 shares of Common Stock held by Medical Innovation Fund II
("MIF II"). Medical Innovation Partners ("MIP") and Medical Innovation Partners
II ("MIP II") are, respectively, the general partners of MIF and MIF II. Also
includes: (i) 7,250 shares of Common Stock issuable to MIF and 14,800 shares of
Common Stock issuable to MIF II upon the exercise of outstanding stock options,
(ii) 325,945 shares of Common Stock issuable upon the exercise of certain
warrants held by MIP, and (iii) 31,250 shares of Common Stock issuable upon the
exercise of Warrants held by MIF II.
(3) In a Schedule 13G Report dated as of January 5, 1997, Investment Advisors,
Inc. ("IAI") indicated (i) that it is the beneficial owner of 1,053,000 shares
of Common Stock, (ii) that it has sole voting and dispositive power with respect
to 832,000 of such shares and shared voting and dispositive power with respect
to 221,000 of such shares, and (iii) that all of such shares are held by various
custodial institutions for the benefit of clients of IAI, none of whom
individually own beneficially more that 5% of the Common Stock. The shares shown
in the table include 18,500 shares of Common Stock issuable upon the exercise of
Warrants (see the discussion in this Proxy Statement under the caption "PROPOSAL
TO AMEND ARTICLES OF INCORPORATION--The Preferred Stock") owned by IAI
Investment Funds IV, Inc., an affiliate of IAI. IAI is an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940.
(4) Includes 16,425 shares of Common Stock issuable upon the exercise of
outstanding options and 1,746 shares of Common Stock issuable upon the exercise
of certain warrants.
(5) Includes 25,000 shares of Common Stock issuable upon the exercise of
Warrants owned by the Gerald L. Cohn Revocable Trust.
(6) Includes 175,000 shares of Common Stock issuable upon the exercise of
outstanding options.
(7) Includes 7,250 shares of Common Stock issuable upon the exercise of
outstanding options and 4,688 shares of Common Stock issuable upon the exercise
of Warrants, which options and warrants are owned by Dr. Knudson. Excludes
900,222 shares of Common Stock and owned by MIF and MIF II and 379,245 shares of
Common Stock issuable upon the exercise of options and warrants held by MIF II
and MIP. See Note (2) above. Dr. Knudson is a limited partner of MIF and a
general partner of MIP II. Dr. Knudson disclaims beneficial ownership of such
shares except to the extent of his proportionate pecuniary interests in such
partnerships.
(8) Includes 15,250 shares of Common Stock issuable upon the exercise of
outstanding options, and 1,250 shares issuable upon the exercise of Warrants.
Excludes 454,545 shares held by Frazier Healthcare Investments, L.P. ("FHI") and
18,750 shares of Common Stock issuable upon the exercise of Warrants owned by
FHI. The general partner of Frazier Healthcare Investments, L.P., is Frazier
Healthcare Management, L.P., whose general partner is Frazier & Company L.P.,
whose general partner is Frazier Management L.L.C. Silverstein Capital, Inc., of
which Dr. Silverstein is a shareholder, is a member of
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<PAGE>
Frazier Management, L.L.C. Dr. Silverstein disclaims beneficial ownership of
such shares, except to the extent of his pecuniary interest in such
entities.
(9) Includes 35,000 shares of Common Stock issuable upon the exercise of
outstanding options, and 3,125 shares of Common Stock issuable upon the exercise
of Warrants.
(10) Includes 68,000 shares of Common Stock issuable upon the exercise of
outstanding options.
(11) All directors and executive officers of the Company are listed in the
table. See Notes (4)-(10) above.
(12) Excludes 31,250 shares of Preferred Stock held by MIF-II. See Notes (2) and
(7) above.
(13) Excludes 18,750 shares of Preferred Stock held by FHI. See Note (8)
above.
(14) See Notes (2), (5), (7), (8), (12) and (13) above.
PROPOSAL TO
AMEND ARTICLES OF INCORPORATION
Proposed Amendment
The Board of Directors of the Company has approved an amendment to Article
3 of the Company's Amended and Restated Articles of Incorporation (the
"Amendment") which, if adopted, would increase the number of authorized shares
of Common Stock from 20,000,000 to 35,000,000. The number of shares of preferred
stock currently authorized by the Company's Amended and Restated Articles of
Incorporation will remain at 5,000,000. If the Amendment is approved by the
Company's shareholders, paragraph 1 of Article 3 of the Company's Amended and
Restated Articles of Incorporation would read as follows:
"1. Authorized Shares.
The total number of shares of capital stock which the corporation is
authorized to issue shall be 40,000,000 shares, consisting of
35,000,000 shares of common stock, par value $.01 per share ("Common
Stock"), and 5,000,000 shares of preferred stock, $.01 par value per
share ("Preferred Stock")."
As of March 7, 1997, there were 15,235,139 shares of Common Stock and
750,000 shares of Preferred Stock issued and outstanding, 3,109,090 shares of
Common Stock reserved for future issuance under various stock-based plans of the
Company, 750,000 shares of Common Stock reserved for future issuance under the
Warrants (as defined below), and 786,814 shares reserved for issuance pursuant
to other outstanding warrants. This leaves the Company with 118,957 authorized
but unissued, unreserved and uncommitted shares of Common Stock available for
issuance.
The additional shares of Common Stock for which authorization is sought
will be a part of the existing class of Common Stock and, if and when issued,
will have the same rights and privileges as the shares of Common Stock presently
outstanding. Such additional shares will not (and the shares of Common Stock
presently outstanding do not) entitle holders thereof to preemptive or
cumulative voting rights.
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<PAGE>
The Board of Directors recommends approval of the Amendment because the
Board believes it is in the best interests of all of the Company's shareholders.
As described more fully below, the authorization of additional shares of Common
Stock is necessary for conversion of the Preferred Stock into Common Stock. If
the additional shares of Common Stock are not authorized, and the conversion of
the Preferred Stock does not occur, one or more of several consequences may
result, all of which the Board of Directors believes would be unfavorable to the
Company. These include (i) triggering of the Company's obligation to pay
dividends with respect to the outstanding shares of Preferred Stock, and (ii)
creation of an obligation on the part of the Company to redeem the Preferred
Stock for cash payment. These consequences are more fully described below under
the caption "The Preferred Stock."
The additional shares of Common Stock that will be authorized for issuance
if the Amendment is adopted but not issued in connection with the conversion of
the Preferred Stock will be available for other corporate purposes, and may be
issued for such consideration, cash or otherwise, at such times and in such
amounts as the Board of Directors may determine. These purposes may include
future additional financings in one or more private placements and/or public
offerings, issuances pursuant to employee or director stock plans, and issuances
in connection with acquisitions, stock dividends or stock splits. Shares issued
in connection with any such transaction may be issued without further
shareholder approval, except where such approval may be required by law or by
the rules of the National Association of Securities Dealers, Inc.
Although the Board of Directors presently has no specific plans with
respect to the issuance of such additional shares, such shares could be used by
the Board of Directors to dilute the stock ownership of persons seeking to
obtain control of the Company, thereby possibly discouraging or deterring a non-
negotiated attempt to obtain control of the Company and making removal of
incumbent management more difficult. Notwithstanding this possibility, the
proposal for adoption of the Amendment is not a result of, nor does the Board of
Directors have knowledge of, any effort to accumulate the capital stock of the
Company or to obtain control of the Company by means of a merger, tender offer,
solicitation in opposition to the Board of Directors or otherwise.
The Preferred Stock
Issuance. On January 30, 1997, the Company completed the sale in a private
placement (the "Private Placement") of 750,000 shares of the Preferred Stock, at
a price of $16.00 per share. Each purchaser of Preferred Stock also received a
detachable warrant to purchase one share of Common Stock for each share of
Preferred Stock purchased, with an exercise price (subject to adjustment) equal
to $5.0625 per share (the "Warrants"). The Company received proceeds of
$12,000,000 in connection with the Private Placement, and will receive further
proceeds upon any exercise of the Warrants. The proceeds of the Private
Placement have been and are being used for working capital. The Board of
Directors determined that it was in the Company's best interests to complete the
Private Placement, given the Company's need for additional capital.
Conversion. Each share of Preferred Stock will be automatically converted
into four shares of Common Stock at such time as (i) the shareholders of the
Company have authorized a sufficient number of shares of Common Stock to allow
the conversion, and (ii) appropriate filings have been made with governmental
authorities to effect such authorization (the "Conversion"). If the Amendment
is approved, the Conversion will result in the issuance (subject to certain
adjustments) of 3,000,000 shares of Common Stock to holders of the Preferred
Stock.
Voting Rights. Each share of Preferred Stock entitles the holder thereof
to 3.16 votes on all matters submitted to a vote of the shareholders of the
Company, subject to certain adjustments. Additionally, none of the following
actions may be taken by the Company without the approval by
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<PAGE>
vote of the holders of 66.667% (or such greater percentage as may be required by
law) of all issued and outstanding shares of Preferred Stock, voting together as
a single class: (i) any amendment, restatement or modification of the Articles
of Incorporation, By-laws or other governance documents of the Company which
would reasonably be expected to adversely affect the powers, preferences,
privileges or rights of the Preferred Stock; (ii) declaration of payment of any
dividend or the making of any distribution on or with respect to the Common
Stock; (iii) purchase, redemption or retirement, directly or indirectly, of any
shares of capital stock or other equity securities of the Company; (iv)
authorization, creation or issuance of any additional shares of capital stock or
other securities which (a) would reasonably be expected to adversely affect the
powers, preferences, privileges or rights of holders of the Preferred Stock, or
(b) are ranked prior to or pari passu with, the Preferred Stock; or (v) a
voluntary dissolution, liquidation or winding up of the Company.
Dividends. If the Conversion does not occur on or before July 29, 1997,
then pursuant to the terms of the Preferred Stock, dividends will accrue on the
Preferred Stock at a rate per annum equal to 7.0% of the liquidation preference
thereof, compounded quarterly. Such dividends will accrue from the date of
initial issuance of the Preferred Stock to and including the (i) the conversion
of the Preferred Stock, or (ii) the redemption of the Preferred Stock pursuant
to its terms.
Redemption. In the event that the Conversion does not occur on or before
January 29, 1999 (the "Put Date"), and if the Company has not by that date
caused the Preferred Stock to be registered for inclusion on the automated
quotation system of the National Association of Securities Dealers, Inc. or any
national securities exchange on which a class of the Company's equity securities
is listed, the Preferred Stock will thereafter be redeemable, at the option of
the holders thereof, at a price equal to the greater of (i) the current market
price thereof on the Put Date, and (ii) the liquidation preference thereof, plus
accrued and unpaid dividends thereon to the date fixed for redemption (the 30th
business day following the Put Date). Notwithstanding the foregoing, in the
event that the Company fails to declare and pay a dividend as required by the
terms of the Preferred Stock, the Put Date will be accelerated to the payment
date that would otherwise apply to such defaulted dividend payment. In the event
that the Company receives notices of redemption from holders representing in
excess of 75% of the shares of Preferred Stock outstanding, the Company will
redeem all outstanding shares of Preferred Stock.
Registration Provisions; Additional Warrants. The Company has agreed to
register the Common Stock issuable upon conversion of the Preferred Stock, and
upon exercise of the Warrants, with the Securities and Exchange Commission under
the Securities Act of 1933, as amended. The Company has further agreed to issue
additional warrants to holders of the Preferred Stock, exercisable for a total
of 187,500 shares of Preferred Stock at a per share purchase price equal to
$20.25, in the event that the Company breaches its obligations with respect to
such registration. The Preferred Stock issuable upon the exercise of such
warrants would be convertible into a total (subject to certain adjustments) of
750,000 shares of Common Stock.
Vote Required for Adoption of Proposed Amendment
The affirmative vote of the holders of a majority of the combined voting
power of the shares of Common Stock and Preferred Stock (each of which shares of
Preferred Stock is entitled to 3.16 votes) present and entitled to vote on the
Amendment at the Special Meeting is required to adopt this proposal. THE BOARD
OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ADOPTION OF THE AMENDMENT.
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<PAGE>
SHAREHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING
In order to be eligible for inclusion in the Company's proxy solicitation
materials for its 1997 annual meeting of shareholders, any shareholder proposal
to be considered at such meeting must have been received at the Company's
principal executive officers, 2658 Patton Road, Roseville, Minnesota 55113, no
later than January 21, 1997.
EACH PERSON SOLICITED HEREUNDER CAN OBTAIN A COPY OF THE COMPANY'S MOST RECENT
ANNUAL REPORT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WITHOUT
CHARGE, EXCEPT FOR EXHIBITS TO THE REPORT, BY SENDING A WRITTEN REQUEST THEREFOR
TO DIAMETRICS MEDICAL, INC., 2658 PATTON ROAD, ROSEVILLE, MINNESOTA 55113
By Order of the Board of Directors
/s/ Kenneth L. Cutler
Kenneth L. Cutler
Secretary
March 24, 1997
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<PAGE>
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PROXY
DIAMETRICS MEDICAL, INC.
2658 PATTON ROAD
ROSEVILLE, MINNESOTA 55113
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS APRIL 10, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints David T. Giddings and Laurence L. Betterley, and
each of them, with power to act without the other and with all the right of
substitution in each, the proxies of the undersigned to vote all shares of
Diametrics Medical, Inc. (the "Company") held by the undersigned on March 7,
1997, at the Special Meeting of Shareholders of the Company, to be held on
Thursday, April 10, 1997, at 3:30 p.m., at the offices of the Company in
Roseville, Minnesota, and all adjournments thereof, with all powers the
undersigned would possess if present in person. All previous proxies given with
respect to the meeting are revoked.
Receipt of Notice of Special Meeting of Shareholders and Proxy Statement is
acknowledged by your execution of this proxy. Complete, sign, date, and return
this proxy in the addressed envelope--no postage required. Please mail promptly
to save further solicitation expenses.
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1. Proposal to approve an amendment to the Company's Amended and Restated
Articles of Incorporation as more fully described in the Proxy Statement.
[_] FOR [_] AGAINST [_] ABSTAIN
2. To vote with discretionary authority upon such other matters as may come
before the meeting.
(continued, and to be dated and signed, on other side)
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- --------------------------------------------------------------------------------
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS PROVIDED BY THE
UNDERSIGNED SHAREHOLDER, THIS PROXY WILL BE VOTED "FOR" ITEM 1 LISTED HEREIN.
UPON ALL OTHER MATTERS, THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST
INTERESTS OF THE COMPANY.
SIGNATURE(S)
------------------------------------
------------------------------------
Dated: __________________, 1997
INSTRUCTION: When shares are held
by joint tenants, all joint tenants
should sign. When signing as attor-
ney, executor, administrator,
trustee, custodian, or guardian,
please give full title as such. If
shares are held by a corporation,
this proxy should be signed in full
corporate name by its president or
other authorized officer. If a
partnership holds the shares sub-
ject to this proxy, an authorized
person should sign in the name of
such partnership.
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