AMERICAN BIO MEDICA CORPORATION
102 Simons Road
Ancramdale, New York 12503
800-227-1243
December 10, 1996
Dear Fellow Shareholder:
A special shareholders' meeting of American Bio Medica Corporation ("ABMC")
will be held at 10:00 a.m. on Monday, December 23, 1996, at The Taconic Wayside
Inn, Route 344, Copake Falls, New York 12517. Enclosed you will find formal
Notice of Special Meeting, Proxy and Proxy Statement, detailing the matters
which will be acted upon. Directors and Officers of the Company will be present
to help host the meeting and to respond to any questions from our shareholders.
I hope you will be able to attend.
Please sign, date and return the enclosed Proxy without delay in the
enclosed envelope. If you attend the Meeting, you may vote in person even if you
have previously mailed a Proxy by withdrawing your Proxy vote at the meeting.
The Company's Board of Directors believes that a favorable vote for the
adoption of the ABMC 1996 Nonstatutory Option Plan as described in the attached
Notice of Special Meeting and Proxy Statement is in the best interest of the
Company and its shareholders and unanimously recommends a vote "FOR" such
matter. Accordingly, we urge you to review the accompanying material carefully
and to return the enclosed Proxy promptly.
Thank you for your investment and continued interest in American Bio Medica
Corporation.
Sincerely,
Stan Cipkowski,
President
<PAGE>
NOTICE OF SPECIAL ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF AMERICAN BIO MEDICA CORPORATION:
NOTICE is hereby given that a special meeting of shareholders (the "Special
Meeting") of American Bio Medica Corporation ("ABMC") will be held at The
Taconic Wayside Inn, Route 344, Copake Falls, New York 12517 on Monday, December
23, 1996, at 10:00 a.m., local time, for the following purposes:
1. Approval of the adoption by the Board of Directors of the Fiscal 1996
Nonstatutory Option Plan.
2. Transaction of such other business as may properly come before the Special
Meeting, or any adjournments thereof.
Only shareholders of record at the close of business on December 3, 1996
are entitled to notice of and to vote at the Special Meeting or any adjournments
thereof.
Your attention is directed to the Proxy Statement accompanying this notice
for a more complete statement regarding matters proposed to be acted upon at the
meeting.
TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE SPECIAL MEETING, PLEASE
COMPLETE, DATE, SIGN AND MAIL PROMPTLY THE ENCLOSED PROXY, FOR WHICH A RETURN
ENVELOPE IS PROVIDED. YOUR PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS EXERCISE.
BY ORDER OF THE BOARD OF DIRECTORS
s/Edmund Jaskiewicz
Edmund Jaskiewicz,
Secretary to the Board of Directors
December 10, 1996
<PAGE>
PROXY STATEMENT
FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 23, 1996
AMERICAN BIO MEDICA CORPORATION
102 Simons Road
Ancramdale, New York 12503
Solicitation of the enclosed proxy is made by and on behalf of the Board of
Directors (the "Board of Directors") of American Bio Medica Corporation ("ABMC"
or the "Company") to be used at a special meeting of shareholders ("Special
Meeting") to be held at The Taconic Wayside Inn, Route 344, Copake Falls, New
York 12517 on Monday, December 23, 1996 at 10:00 a.m., and at any adjournments
thereof. The mailing date of the Proxy Statement and the accompanying Proxy is
December 10, 1996.
The cost of the solicitation of proxies will be borne by the Company.
Solicitations will be made only by use of the mails, except that, if necessary,
officers, directors and regular employees of ABMC may solicit proxies by
telephone, telegram, facsimile or by personal contact. It is contemplated that
brokerage houses and nominees may be requested to forward proxy solicitation
material to the beneficial owners of the stock held of record by such persons;
and ABMC may reimburse them for their charges and expenses in this connection.
All properly executed proxies delivered pursuant to this solicitation will
be voted at the Special Meeting in accordance with any instructions thereupon.
Any person signing and mailing the enclosed proxy may, nevertheless, revoke the
proxy at any time prior to the actual voting thereof by attending the Special
Meeting and voting in person, by providing written notice of revocation of the
proxy or by submitting a signed proxy bearing a later date. Any written notice
of revocation should be sent to the attention of the Secretary of the Board at
the address above. A copy of the Company's quarterly report on Form 10-QSB for
the six month period ended October 31, 1996 has been mailed to you, but should
not be considered proxy solicitation material.
ABMC has only two classes of shares outstanding - common shares, $.01 par
value per share ("Common Shares") and Class A Preferred Shares, $.01 par value
per share of which only the Common Shares have voting rights. The Company has
fixed the close of business on December 3, 1996 as the record date for
determination of shareholders entitled to notice of and to vote at the meeting
or any adjournments thereof. As of December 3, 1996, there were outstanding
12,565,227 Common Shares, each share entitled to one vote on each matter to be
voted on at the Special Meeting. The holders of a majority of shares entitled to
vote and represented in person or by proxy at the Special Meeting will
constitute a quorum for the transaction of business at the Special Meeting. In
general, Common Shares represented by a properly signed and returned proxy card
will be counted as shares present and entitled to vote at the meeting for
purposes of determining a quorum, without regard to whether the card reflects
abstentions (or is left blank) or reflects a "broker non-vote" on a matter
(i.e., a card returned by a broker because voting instructions have not been
received and the broker has no discretionary authority to vote). Holders of
Common Shares are not entitled to cumulative voting rights.
<PAGE>
The approval of the proposal described in the Proxy Statement requires the
approval of a majority of the Common Shares present and entitled to vote in
person or by proxy on that matter (and at least a majority of the minimum number
of votes necessary for a quorum to transact business at the Special Meeting).
The Board of Directors has adopted the Company's Fiscal 1996 Nonstatutory
Stock Option Plan. 2,000,000 Common Shares were reserved under the Plan. The
Plan is administered by the Board of Directors.
Stock options under the Plan ("Plan Options") may be granted to employees,
officers, directors, consultants of the Company or any other parties who have
made a significant contribution to the business and success of the Company. The
exercise price of Plan Options under the Plan may be more, equal to or less than
the then current market price of the Common Shares as deemed to be appropriate.
Options granted under the Plan will not qualify as "incentive stock options"
under Section 422 of the Internal Revenue Code.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE ADOPTION OF
THE 1996 NONSTATUTORY STOCK OPTION PLAN.
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INFORMATION CONCERNING THE CONDUCT OF THE SPECIAL MEETING AND VOTING OF PROXIES
REVOCABILITY OF PROXY
Shares represented by valid proxies will be voted in accordance with
instructions contained therein, or, in the absence of such instructions, in
accordance with the Board of Directors' recommendations. Any shareholder of the
Company has the unconditional right to revoke his or her proxy at any time prior
to the voting thereof by any action inconsistent with the proxy, including
notifying the Secretary of the Company in writing, executing a subsequent proxy,
or personally appearing at the Special Meeting and casting a contrary vote.
However, not such revocation will be effective unless and until such notice of
revocation has been received by the Company at or prior to the Special Meeting.
OTHER MATTERS
The Board of Directors is not aware of any matter to be presented for
action at the meeting other than the matters set forth herein. Should any other
matter requiring a vote of shareholders arise, the proxies in the enclosed form
confer upon the person or persons entitled to vote the shares represented by
such proxies discretionary authority to vote the same in accordance with their
best judgment in the interest of the Company.
<PAGE>
METHOD OF COUNTING VOTES
Unless a contrary choice is indicated, all duly executed proxies will be
voted in accordance with the instructions set forth on the proxy card. A broker
non-vote occurs when a broker holding shares registered in street is permitted
to vote, in the broker's discretion, on routine matters without receiving
instructions from the client, but is not permitted to vote without instructions
on non-routine, and the broker returns a proxy card with no vote (the
"non-vote") on the non-routine matter. Under the rules and regulation of the
primary trading markets applicable to most brokers, adoption of an option plan
is a routine matter on which a broker has the discretion to vote if instructions
are not received from the client in a timely manner. Abstentions will be counted
as present for purposes of determining a quorum but will not be counted for or
against the election of directors or the ratification of accountants. This Proxy
will be voted "for" Item 1 unless "against" or "abstain" is indicated. If any
other business is presented at the meeting, the Proxy shall be voted in
accordance with the recommendations of Management.
AVAILABILITY OF REGISTRATION STATEMENT ON FORM 10-SB.
ABMC has filed with the Securities and Exchange Commission its registration
statement on Form 10-SB. Shareholders wishing to receive a copy of this form may
receive it without charge by writing American Bio Medica Corporation, 102 Simons
Road, Ancramdale, New York 12503.
BY ORDER OF THE BOARD OF DIRECTORS
Edmund Jaskiewicz
Secretary to the Board
December 10, 1996
<PAGE>
PROXY
SPECIAL MEETING OF SHAREHOLDERS
AMERICAN BIO MEDICA CORPORATION
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
OF THE CORPORATION
The undersigned Shareholder of American Bio Medica Corporation, having
received the Notice dated December 10, 1996, of the Special Meeting of
Shareholders, hereby nominates, constitutes, appoints and authorizes Stan
Cipkowski with full power to act alone, as proxies with full power of
substitution, for me and in my name, place and stead, to vote all the Common
Shares of said corporation standing in my name on its books on December 3, 1996,
at the Special Meeting of Shareholders to be held at The Taconic Wayside Inn,
Route 344, Copake Falls, New York 12517 at 10:00 a.m., Monday, December 23, 1996
or at any adjournments thereof, with all the power the undersigned would possess
if personally present, as follows:
1. Approval of the adoption of the Company's Fiscal 1996 Nonstatutory Stock
Option Plan.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. Upon such other business as may be brought before the meeting or any
adjournments thereof. The Board of Directors at present of no other business to
be presented.
THIS PROXY WILL BE VOTED "FOR" ITEM 1 ABOVE UNLESS "AGAINST" OR "ABSTAIN"
IS INDICATED. IF ANY OTHER BUSINESS IS PRESENTED AT SAID MEETING, THIS PROXY
SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF MANAGEMENT.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND THE COST OF
SAME IS BORNE BY THE CORPORATION. THIS PROXY MAY BE REVOKED BY WRITING THE
SECRETARY TO THE BOARD, AMERICAN BIO MEDICA CORPORATION, 102 SIMONS ROAD,
ANCRAMDALE, NEW YORK 12503 OR IN PERSON AT THE SPECIAL MEETING OF SHAREHOLDERS
AT ANY TIME PRIOR TO ITS EXERCISE.
Date: ____________________
Name: ______________________________________
Beneficial Shareholder (Please Print)
Address: ___________________________________
___________________________________
Signature(s) _______________________________
_______________________________
(All Shareholders must sign)
NUMBER OF SHARES VOTING ________________
IF SHARES ARE NOT REGISTERED IN YOUR NAME, PLEASE GIVE THE NAME AND ADDRESS
OF THE PERSON OR ENTITY IN WHOSE NAME THEY ARE REGISTERED.
(This must be completed if applicable)
Please date, fill in your complete name and address and sign above exactly
as your name or names appear hereon, and return this proxy promptly in the
enclosed envelope. When signing as attorney, executor, administrator, trustee
or guardian, please give full title. If there is more than one fiduciary, all
should sign. All joint owners must sign.
AMERICAN BIO MEDICA CORPORATION
NONSTATUTORY STOCK OPTION PLAN
June 28, 1996
1. Purpose
The purpose of this Nonstatutory Stock Option Plan (hereinafter referred to
as the "Plan"), is to provide a special incentive to selected individuals who
have made significant contributions to the business and success of AMERICAN BIO
MEDICA CORPORATION, (hereinafter referred to as the "Company"). The Plan is
designed to accomplish this purpose by offering such individuals options
("Options") to purchase shares of the common stock of the Company ("Shares") so
that they will share in the Company's success.
2. Administration
The Plan shall be administered by the board of directors of the Company or
by an option committee to be established by the board of directors of the
Company. If an option committee administers the Plan, it shall consist of three
or more members, at least one of whom shall be neither an officer nor an
employee of the Company. (The board of directors or an option committee shall be
referred to as the "Board" herein.)
The Board shall have authority, consistent with the Plan,
(a) to determine which individuals shall be granted Options;
(b) to determine the time or times when Options shall be granted and the
number of Shares to be subject to each Option;
(c) to determine the exercise price of the Shares subject to each Option
and the method of payment of such price;
(d) to determine the time or times when each Option becomes exercisable
and the duration of the exercise period, subject to the limitations
contained in Paragraph 6(b);
(e) to prescribe the form or forms of the instruments evidencing any
Options granted under the Plan and of any other instruments required
under the Plan and to change such forms from time to time;
(f) to adopt, amend and rescind rules and regulations for the
administration of the Plan and the Options and for its own acts and
proceedings; and
(g) to decide all questions and settle all controversies and disputes
which may arise in connection with the Plan. All decisions,
determinations and interpretations of the Board shall be binding on
all parties concerned.
3. Participants
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<PAGE>
The Participants in the Plan shall be employees, officers, directors,
consultants of the Company or any other parties who have made a significant
contribution to the business and success of the Company, as may be selected from
time to time by the Board in its discretion. In any grant of Options after the
initial grant, Participants who were previously granted Options or sold Shares
under the Plan may be included or excluded.
4. Limitations
No Option shall be granted under the Plan after April 30, 2000, but Options
theretofore granted may extend beyond that date. Subject to adjustment as
provided in Section 8 of the Plan, the number of Shares which may be issued
under the Plan shall not exceed two (2,000,000) million in the aggregate. To the
extent that any Option granted under the Plan shall expire or terminate
unexercised or for any reason become unexercisable as to any Shares subject
thereto, such Shares shall thereafter be available for further grants under the
Plan, within the limit specified above.
5. Shares to be Issued
Shares to be issued under the Plan may constitute an original issue of
authorized Shares or may consist of previously issued Shares acquired by the
Company, as shall be determined by the Board. The Board and the proper officers
of the Company shall take any appropriate action required for such issuance. The
maximum number of Shares which may be issued under the Plan is two million
(2,000,000) Shares.
6. Terms and Conditions of Options
All Options granted under the Plan shall be subject to the following terms
and conditions (except as provided in Section 7) and to such other terms and
conditions as the Board shall determine to be appropriate to accomplish the
purposes of the Plan:
(a) Exercise price. The exercise price under each Option shall be
determined by the Board and may be more, equal to or less than the
then current market price of the Shares as the Board may deem to be
appropriate: provided, however, that in the event an option committee
shall determine to grant an Option at less than 85% of the then
current market price of the Shares, such Option shall not be granted
by the option committee without the prior approval of the board of
directors.
(b) Period of Options. The period of an Option shall not exceed five years
from the date of grant.
(c) Exercise of Options.
(i) Each Option shall be made exercisable at such time or times,
whether or not in installments, as the Board shall prescribe at
the time the Option is granted.
(ii) A person electing to exercise an Option shall give written notice
to the Company, as specified by the Board, of his election and of
the number of Shares he has elected to purchase, such notice to
be accompanied by such instruments or documents as may be
required by the Board, and shall at the time of such exercise
tender the purchase price of the Shares he has elected to
purchase.
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<PAGE>
(d) Payment for Issuance of Shares. Upon exercise of any Option granted
hereunder, payment in full shall be made at the time of such exercise
for all such Shares then being purchased.
The Company shall not be obligated to issue any Shares unless and until, in
the opinion of the Company's counsel, all applicable laws and regulations have
been complied with, nor, in the event the Shares at the time listed upon any
stock exchange, unless and until the Shares to be issued have been listed or
authorized to be added to the list upon official notice of issuance upon such
exchange, nor unless or until all other legal matters in connection with the
issuance and delivery of Shares have been approved by the Company's counsel.
Without limiting the generality of the foregoing, the Company may require from
the Participant such investment representation or such agreement, if any, as
counsel for the Company may consider necessary in order to comply with the
Securities Act of 1933 as then in effect, and may require that the Participant
agree that any sale of the Shares will be made only in such manner as is
permitted by the Board and that a Participant will notify the Company when
he/she intends to make any disposition of the Shares whether by sale, gift or
otherwise. The Participant shall take any action reasonably requested by the
Company in such connection. A Participant shall have the rights of a stockholder
only as to Shares actually acquired by him/her under the Plan.
(e) Transferability of Options. No Option may be transferred by the
Participant otherwise than by will or by the laws of descent and
distribution, and during the Participant's lifetime the Option may be
exercised only by the Participant.
(f) Termination of Employment. If the Participant is an employee and
his/her employment terminates for any reason other than his/her death,
the Participant may, unless discharged for cause, thereafter exercise
his/her Option as provided below, but only to the extent the
Participant was entitled to exercise the Option on the date when
his/her employment terminated. If such termination of employment is
voluntary on the part of the Participant, he/she may exercise his/her
Option only within ten days after the date of termination of
employment (unless a longer period not in excess of three months is
allowed by the Board). If such termination of employment is
involuntary on the part of the Participant, he/she may exercise
his/her Option only within three months after the date of termination
of employment. In no event, however, may such Participant exercise
his/her Option at a time when the Option would not be exercisable had
the Participant remained an employee or when the termination was for
cause. For purposes of this section (f), a Participant's employment
shall not be considered terminated in the case of sick leave or other
bona fide leave of absence approved by the Company or a subsidiary, or
in the case of a transfer to the employment of a subsidiary or to the
employment of the Company. Anything herein to the contrary
notwithstanding, an Option may be exercised only to the extent
exercisable on the date of termination of employment by death or
otherwise.
(g) Retirement or Resignation. If prior to the expiration date of a
Participant's Option an optionee shall retire or resign with the
Company's consent such Option may be exercised in the same manner as
if the Optionee had continued in the Company's employ; provided,
however, the Board may terminate, at any time prior to exercise, all
unexercised Options if it shall determine that the retired or
resigning optionee has engaged in any activity detrimental to the
Company's interest.
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<PAGE>
(h) Death. If a Participant dies at a time when he/she is entitled to
exercise an Option, then at any time or times within one (1) year
after his/her death (or such further period as the Board may allow)
such Option may be exercised, as to all or any of the Shares which the
Participant was entitled to purchase immediately prior to his/her
death, by his/her executor or administrator or the person or persons
to whom the Option is transferred by will or the applicable laws of
descent and distribution, and except as so exercised such Option shall
expire at the end of such period. In no event, however, may an Option
be exercised after the expiration of the Option period.
7. Replacement Options
The Company may grant Options under the Plan on terms differing from those
provided for in Section 6 where such Options are granted in substitution for
Options held by employees of other corporations who concurrently become
employees of the Company or a subsidiary as the result of a merger,
consolidation or other reorganization of the employing corporation with the
Company or subsidiary, or the acquisition by the Company or a subsidiary of the
business, property or stock of the employing corporation. The Board may direct
that the substitute Options be granted on such terms and conditions as the Board
considers appropriate in the circumstances.
8. Changes in Stock
In the event of a stock dividend, stock split or recapitalization or merger
in which the Company is the surviving corporation, or other similar capital
change, the number and kind of shares of stock or securities of the Company to
be subject to the Plan and to Options then outstanding or to be granted
thereunder, the maximum number of Shares or securities which may be issued or
sold under the Plan, the exercise price and other relevant provisions shall be
appropriately adjusted by the Board of the Company, the determination of which
shall be binding on all persons.
9. Employment Rights
The adoption of the Plan or the granting of an Option does not confer upon
any individual any right to employment or continued employment with the Company
or a subsidiary, as the case may be, nor does it interfere in any way with the
right of the Company or a subsidiary to terminate the employment of any of its
employees at any time.
10. Amendment
The Board may at any time discontinue granting Options under the Plan. The
Board of the Company may at any time or times amend the Plan or amend any
outstanding Option or Options for the purpose of satisfying the requirements of
any changes in applicable laws or regulations or for any other purpose which may
at the time be permitted by law provided, however, that, except to the extent
required or permitted under Section 8, no such amendment shall void or diminish
Options previously granted without the consent of the Participant, nor shall any
amendment increase or accelerate the conditions and actions required for the
exercise of an Option unless the Participant shall have been discharged from the
company's employment for cause.
Adopted by the Board of Directors
on June 28, 1996
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<PAGE>
