AMERICAN BIO MEDICA CORPORATION
300 Fairview Avenue
Hudson, New York 12534
800-227-1243
September 8, 1998
Dear Fellow Shareholder:
The Fiscal 1999 Annual Shareholders' Meeting of American Bio Medica
Corporation will be held at 10:00 a.m. on Wednesday, September 23, 1998, at The
Desmond, 660 Albany Shaker Road, Albany, New York 12211 (the "Meeting").
Enclosed you will find formal Notice of Annual 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.
Any shareholder giving a proxy may revoke the same at any time prior to the
voting of such proxy by giving written notice of revocation to the Secretary, by
submitting a later dated proxy or by attending the Meeting and voting in person.
The Company's Annual Report on Form 10-KSB (including audited financial
statements) for the fiscal year ended April 30, 1998, accompanies this Proxy
Statement. The Annual Report is not a part of the proxy soliciting material. All
shares represented by proxies will be voted at the Meeting in accordance with
the specifications marked thereon, or if no specifications are made, (a) as to
Item 1, the Proxy confers authority to vote for all of the six persons listed as
candidates for a position on the Board of Directors, (b) as to Item 2, the Proxy
confers authority to vote "For" and (c) as to any other business which comes
before the Meeting, the Proxy confers upon the proxy holders authority to vote
in their discretion in the best interests of the Company.
The Company's Board of Directors believes that a favorable vote for each
candidate for a position on the Board of Directors and a favorable vote for the
appointment of Richard A. Eisner & Company, LLP as independent auditors are in
the best interests of the Company and its shareholders and unanimously
recommends a vote "FOR" all candidates and all other matters. 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,
/s/Stan Cipkowski
-----------------
Stan Cipkowski,
President and
Chief Executive Officer
<PAGE>
NOTICE OF FISCAL 1999 ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF AMERICAN BIO MEDICA CORPORATION:
NOTICE is hereby given that the Fiscal 1999 Annual Meeting of Shareholders
(the "Meeting") of American Bio Medica Corporation (the "Company") will be held
at 10:00 A.M. on Wednesday, September 23, 1998 at The Desmond, 660 Albany Shaker
Road, Albany, New York 12211, for the following purposes:
1. Election of Directors for the ensuing year;
2. Approval of the appointment of independent auditors for Fiscal Year 1999;
and
3. Transaction of such other business as may properly come before the Meeting,
or any adjournments thereof.
Only shareholders of record at the close of business on August 31, 1998 are
entitled to notice of and to vote at the 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 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
_______________________
Edmund Jaskiewicz,
Secretary to the Board of Directors
September 4, 1998
<PAGE>
PROXY STATEMENT
FOR FISCAL 1999 ANNUAL MEETING OF SHAREHOLDERS
AMERICAN BIO MEDICA CORPORATION
300 Fairview Avenue
Hudson, New York 12534
Solicitation of the enclosed fiscal 1999 proxy is made by and on behalf of
the Board of Directors (the "Board of Directors") of American Bio Medica
Corporation (the "Company") to be used at the Fiscal 1999 Annual Meeting of
Shareholders (the "Annual Meeting") to be held at 10:00 A.M. on Wednesday,
September 23, 1998, at The Desmond, 660 Albany Shaker Road, Albany, New York
12211 and at any adjournments thereof. The mailing date of this Proxy Statement
and the accompanying Proxy is September 8, 1998.
All properly executed proxies delivered pursuant to this solicitation will
be voted at the Annual 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 Annual
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 of
Directors at the address above.
A copy of the Company's Annual Report for the fiscal year ended April 30,
1998 is enclosed with these materials, but should not be considered proxy
solicitation material.
Shareholder nominations for directors and shareholder proposals for the
Fiscal 2000 Annual Meeting should be sent to the Company in writing on or before
June 30, 1999. The Company has received no shareholder nominations or proposals
for the Fiscal 1999 Annual Meeting.
The Company has fixed the close of business on August 31, 1998 as the
record date for determination of shareholders entitled to notice of and to vote
at the Annual Meeting or any adjournments thereof. As of the record date, the
Company had one class of voting shares outstanding - common shares, $.01 par
value per share ("Common Shares"). As of August 31, 1998, there were 14,406,495
outstanding Common Shares, each share entitled to one vote on each matter to be
voted on at the Annual Meeting. The holders of a majority of shares entitled to
vote and represented in person or by proxy at the Annual Meeting will constitute
a quorum for the transaction of business at the Annual Meeting. In general,
Common Shares represented by a properly signed and returned proxy card will be
counted as Common Shares present and entitled to vote at the Annual 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.
The election of a nominee as a director requires approval of such nominee
by a plurality of the Common Shares present and entitled to vote in person or by
proxy; and the approval of each of the other proposals 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 Annual Meeting).
<PAGE>
SOLICITATION OF PROXIES
The cost of the proxy solicitations will be borne by the Company. In
addition to the use of the mails, proxies may be solicited by the directors,
officers and employees of the Company, without additional compensation, by
personal interview, telephone, telegram or otherwise. Arrangements may also be
made with brokerage firms or other custodians, nominees or fiduciaries for the
forwarding of soliciting material to the beneficial owners of Common Shares of
the Company held of record by such persons; and the Company will reimburse such
respective brokers, custodians, nominees and fiduciaries for the reasonable
out-of-pocket expenses incurred by them in connection therewith.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
As of August 31, 1998, there were 14,406,495 Common Shares outstanding and
entitled to vote at the Annual Meeting. Each Common Share is entitled to one
vote on each of the matters to be voted on at the Annual Meeting. The following
table sets forth, as of August 31, 1998, the beneficial ownership of each
current director, each of the executive officers named in the Summary
Compensation Table, the executive officers and directors as a group and each
shareholder, known to management of the Company, to own beneficially more than
5% of the outstanding Common Shares. Unless otherwise indicated, the Company
believes that the beneficial owner set forth in the table has sole voting and
investment power.
Amount and Nature
Name of of Beneficial Percent of
Title of Class Beneficial Owner Ownership(1) Class(1)
---------------- -------------------- ------------------ -------------
Common Shares Stan Cipkowski (2) 2,937,750 (3) 19.9%
300 Fairview Avenue
Hudson, New York 12534
Common Shares Edmund Jaskiewicz 2,147,072 (4) 14.8%
1730 M Street, NW
Washington, DC 20036
Common Shares Jay Bendis (2) 739,999 (5) 5.1%
71 Springcrest Drive
Akron, Ohio 44333
Common Shares Jasper R. Clay, Jr. 10,000 (6) 0.1%
4964 Moonfall Way
Columbia, Maryland 21044
Common Shares John F. Murray 36,000 (7) 0.2%
300 Fairview Avenue
Hudson, New York 12534
Common Shares Karen Russo 11,250 (8) 0.1%
8675 Falmouth Avenue
Playa del Rey, CA 90293
Common Shares Henry J. Wells, Ph.D. 84,500 (9) 0.6%
9421 Book Row
Columbia, Maryland 21046
Common Shares Douglas Casterlin (2) 262,500 (10) 1.8%
65 Malloy Road
Ghent, New York 12065
Common Shares Directors and executive 6,229,071 (12) 40.6%
officers as a group
(8 persons)
- -------------------------------
See footnotes on following page.
2
<PAGE>
1. Pursuant to the rules of the Securities and Exchange Commission, Common
Shares which are not outstanding but which a person has the right to
acquire within 60 days of August 31, 1998 are considered as shares
outstanding for purposes of computing the percentage of Common Shares owned
by such person, but such shares are not deemed outstanding for the purposes
of computing the percentage of Common Shares owned by any other person.
2. Named executive officer.
3. Includes 338,500 shares issuable upon the exercise of nonstatutory options.
4. Includes 141,500 shares issuable upon the exercise of nonstatutory options.
5. Includes 194,000 shares issuable upon the exercise of nonstatutory options.
6. Includes 10,000 shares issuable upon the exercise of nonstatutory options.
7. Includes 30,000 shares issuable upon the exercise of nonstatutory options.
8. Includes 10,000 shares issuable upon the exercise of nonstatutory options.
9. Includes 84,600 shares issuable upon the exercise of nonstatutory options.
10. Includes 150,000 shares issuable upon the exercise of nonstatutory options.
11. Includes 96,506 Common Shares which were issued upon the conversion of 250
Series D Preferred Shares, 881,109 Common Shares which are issuable upon
conversion of 2,250 Series D Preferred Shares and 100,000 Common Shares
which are issuable upon exercise of 100,000 Warrants.
12. Includes an aggregate of 958,500 shares subject to options and warrants
which are currently exercisable or convertible.
SUMMARY COMPENSATION TABLE
The following table provides information as to annual, long-term and other
compensation paid by the Company to its Chief Executive Officer ("CEO") and to
each of the other named executive officers of the Company who earned in excess
of $100,000 per year for services rendered in all capacities to the Company.
- --------------------------------------------------------------------------------
Long Term Compensation
Annual Compensation Awards Payouts
-------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Restricted All
Name and Annual Stock Options LTIP Other
Principal Fiscal Salary Bonus Compen- Awards SARs Payouts Compen-
Position Year ($) ($) sation ($) (#) ($) sation
-------- ----- ------ ----- ------- ---------- ------- ------- ------
Stan
Cipkowski, 1998 97,231 23,080 0 0 0 0 0
President/ 1997 99,068 0 0 0 550,000 0 5,232
CEO 1996 44,000 0 0 0 0 0 5,371
Jay Bendis 1998 85,077 23,080 0 2,356,000 0 0 0
Vice-
President
Douglas
Casterlin 1998 73,807 11,540 0 540,000 0 0 0
Vice
President
3
<PAGE>
Option/SAR Grants in Last Fiscal Year Table
The following table provides information as to options granted to the named
executive officers during fiscal 1998. No separate stock appreciation rights
("SARs") were granted in fiscal 1998.
Potential
Realizable Value at Assumed
Annual Rates of Stock Price
Appreciation For Option Term
Individual Grants
Number of Percent of
Securities Total
underlying Options
Options Granted to Exercise or
Granted Employees in Base Price Expiration
Name Fiscal Year ($/share) Date 5% 10%
---- ----------- ------------ ------------ --------- -------- --------
Stan
Cipkowksi 0 0.0% 0.00 0 0 0
Jay
Bendis 0 0.0% 0.00 0 0 0
Douglas
Casterlin 150,000 26.5% 3.00 3-31-2000 0 19,392
Aggregated Options Granted and Exercised in Last Fiscal Year and
Fiscal Year End Option/SAR Values
The following tables sets forth certain information concerning the number
of stock options held by the named executive officers as of April 30, 1998.
Number of Shares Dollar value of
underlying unexercised
unexercised (in-the-money) options/
options/warrants on warrants on
04/30/97 04/30/97
Shares
Acquired
on Value
Exercise Realized Non- Non-
(*) ($) Exercisable Exercisable Exercisable Exercisable
-------- -------- ----------- ----------- ----------- -----------
Stan Cipkowski 0 0 338,500 0 $338,500 0
Jay Bendis 0 0 174,000 0 $174,000 0
Douglas
Casterlin 0 0 150,000 0 $150,000 0
Compensation of Directors
Directors who are not employees nor officers of the Company ("Outside
Directors") are awarded 10,000 options at the time of appointment. Outside
Directors receive a fee of $500 for attending meetings of the Board, and are
reimbursed for their out-of pocket expenses in connection therewith.
Board of Directors' Report on Executive Compensation
The compensation of the Company's executive officers and key managers,
("xecutives" is reviewed and approved annually by the Board of Directors. The
Board of Directors has established a Compensation/Option Committee. In addition
to reviewing and approving executives' salaries and bonus arrangements, the
Board of Directors establishes policies and guidelines for other benefits and
administers the awards of stock options pursuant to the Company' stock option
plans.
4
<PAGE>
Compensation Policies and Procedures Applicable to Executives for Fiscal 1998
General. Compensation of the Company's executives is intended to attract,
retain and award persons who are essential to the corporate enterprise. The
fundamental policy of the Company' executive compensation program is to offer
competitive compensation to executives that appropriately rewards the individual
executive's contribution to corporate performance. The Board of Directors
utilizes subjective criteria for evaluation of individual performance and relies
substantially on the executives in doing so. The Board focuses on two primary
components of the Company' executive compensation program, each of which is
intended to reflect individual and corporate performance: base salary
compensation and long-term incentive compensation. The Company has paid cash
incentive bonuses during fiscal 1998.
Base Salary Compensation. Executives' base salaries are determined
primarily by reference to compensation packages for similarly situated
executives of companies of similar size or in comparable lines of business with
whom the Company expects to compete for executive talent and with reference to
the revenues, gross profits and other financial criteria of the Company. The
Board also assesses subjective qualitative factors to discern a particular
executive's relative value to the corporate enterprise in establishing base
salaries. The salaries of the four executive officers have been determined by
employment agreements. No bonuses were awarded to executives in fiscal 1998. The
Board intends to award year-end bonuses to executives, pursuant to their
employment contracts, based on the gross revenues of the Company.
Long-Term Incentive Compensation. It is the Board' philosophy that
significant stock ownership by management creates a powerful incentive for
executives to build long-term shareholder value. Accordingly, the Board believes
that an integral component of executive compensation is the award of
equity-based compensation, which is intended to align executives' long-term
interests with those of the Company' shareholders. Awards of stock options to
executives have historically been at then-current market prices. The Board
believes that option grants should be considered on an annual basis.
The Company's Fiscal 1998 Nonstatutory Stock Option Plan (the "Fiscal 1998
Plan" authorizes the Board or the Option Committee to grant nonstatutory stock
options to employees of the Company. The Committee will determine the prices and
terms at which such options are granted. The Committee uses stock options as a
significant element of the compensation package of executive officers, because
it believes options provide an incentive to executives to maximize stockholder
value and because they compensate executives only to the extent that the
Company's stockholders receive a return on their investment. In determining the
total number of shares of Common Shares to be covered by option grants to
executive officers in a given year, the Committee will take into account the
number of outstanding Common Shares, the number of shares reserved for issuance
under the Company's stock option plan, recommendations of management concerning
option grants to employees below executive level, and the Company's projected
hiring needs for the coming year. In making individual stock option grants to
executives, the Committee will consider the same factors considered in the
determination of base salary levels, as well as the stock and option holdings of
each executive and the remaining vesting schedule of such executive's options.
CEO Stan Cipkowski's Compensation. In reviewing and approving Mr.
Cipkowski's fiscal 1998 compensation, the Board of Directors considered the same
criteria detailed herein with respect to executives in general. Mr. Cipkowski's
base salary for fiscal 1998 was established at $97,231 which is below the
midpoint of base compensation for CEOs of comparable companies. This amount
represented a 1.9% decrease over the base salary which was awarded to Mr.
Cipkowski in fiscal 1997.
Audit Committee. This committee makes recommendations to the Board of
Directors with respect to the Company's financial statements and the appointment
of independent auditors, reviews significant audit and accounting policies and
practices, meets with the Company's independent public accountants concerning,
among other things, the scope of audits and reports, and reviews the performance
of the overall accounting and financial controls of the Company. Members of the
Audit Committee are Stan Cipkowski, Jasper R. Clay, Jr. and Karen Russo.
5
<PAGE>
Compensation/Option Committee. This committee makes recommendations to the
Board of Directors relating to salaries, bonuses and other compensation and
benefits of executive officers, reviews and advises management regarding
benefits and other terms and conditions of compensation of management and
administers the Company's stock option plans. Members of the Compensation/Option
Committee are Stan Cipkowski, Jasper R. Clay, Jr. and Karen Russo.
The Board of Directors does not have a standing nominating committee.
Nominations for election to the Board of Directors may be made by the Board of
Directors, or by any shareholder entitled to vote for the election of directors.
Nominations made by shareholders must be made by written notice received by the
Secretary of the Company by June 30 of the year preceding the annual meeting or
within ten days of the date on which notice of a special meeting for the
selection of directors is first given to shareholders.
Special meetings are held from time to time to consider matters for which
approval of the Board of Directors is desirable or is required by law. Four
meetings of the Board of Directors were held during fiscal 1998. The Audit and
Compensation/Option Committees met and the Compensation/Option Committee met
four times each.
PERFORMANCE TABLE
The following graph compares the cumulative returns of $100 invested on May
2, 1994 in (a) the Company, (b) the S&P 500 and (d) the American Stock Exchange
Biotech Index.
[GRAPHIC OMITTED]
5/2/94 5/1/95 5/1/96 5/1/97 5/1/98
------ ------ ------ ------ ------
American Bio Medica $100.00 $ 35.12 $ 548.53 $1,037.62 $ 988.98
Corporation
S&P 500 $100.00 $ 119.67 $ 152.31 $ 185.81 $ 260.85
AMEX Biotech Index $100.00 $ 91.22 $ 171.57 $ 148.99 $ 196.96
6
<PAGE>
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
The Directors elected at the Annual Meeting will serve until the next
Annual Meeting of Shareholders and until their successors are elected and
qualified. The Board of Directors of the Company has nominated Stan Cipkowski,
Edmund Jaskiewicz, Jay Bendis, John F. Murray, Jasper R. Clay, Jr., and Karen
Russo.
Stan Cipkowski (50) founded the predecessor of the Company in 1982 and has
been an officer and director of the Company since its incorporation in April
1986. From 1982 to 1986, he was sole proprietor of American Micro Media, the
predecessor, which was acquired by the Company. In addition, from 1983 to 1987,
Mr. Cipkowski was a general partner of Florida Micro Media, a Fort
Lauderdale-based marketer of educational software and was a principal
shareholder and Chief Financial Officer of Southeast Communications Group, Inc.,
a publisher of direct response media. In 1982, he became a consultant to
Dialogue Systems, Inc., a New York-based developer of training and
communications materials, where he served as Vice-President of Sales and
Marketing. From 1977 to 1982, he was employed by Prentice-Hall Publishing
Company, reaching the position of National Sales Manager. Prior to 1977 he was
employed as an accountant for the New Seabury Corporation and as Mid-West Area
Manager for the Howard Johnson Company.
Edmund Jaskiewicz (75) is a lawyer-engineer. He has practiced international
patent and corporate law as a sole practitioner since 1963 and has served as
Chairman of the Board of Directors since 1992. From 1953 to 1963 Mr. Jaskiewicz
was associated with Toulmin and Toulmin, Esqs., Washington, D.C. From 1960 to
1962, he resided in Frankfurt, Germany managing that firm's local office. From
1952 to 1953 he was with the Patent Section of the Bureau of Ordinance of the
Department of the Navy working on patent infringement and licensing matters. He
received his J.D. in 1952 from George Washington University Law School and his
B.S. in Engineering from the University of Connecticut in 1947.
Jay Bendis (51) has been Vice-President of Sales and Marketing and a
Director of the Company since 1995. He was an independent consultant to
biomedical companies since 1990, specializing in commercializing new concept
products in both domestic and international markets. From 1990 to 1992, he
served as Vice-President of Sales and Marketing for Scientific Imaging
Instruments where he was a principal and Vice-President of Sales and Marketing.
>From 1985 to 1990, Mr. Bendis served as National Sales Manager of the
XANAR
Laser Corp., a division of Johnson & Johnson, where he directed its national
sales force and developed its marketing strategy for integrating high power
lasers into the hospital market. From 1979 to 1984, he was the Eastern Area
Sales and Marketing Manager for the IVAC Corp., a division of Eli Lilly. Prior
to 1979, Mr. Bendis held sales management positions with Xerox Corporation and
A.M. International. Mr. Bendis earned his B.A. in Marketing/Management from Kent
State University and is currently a member of the Edison BioTechnology Center
Advisory Council for the State of Ohio.
John F. Murray (54) has served as Chief Financial Officer and a Director of
the Company since 1997. He was Chief Financial Officer of Federal Supply, Inc.,
Pompano Beach, Florida since April, 1994. From 1988 to 1994, Mr. Murray served
as Controller for Bio Therapeutics, Inc., Woodbridge, New Jersey. He also was
Controller of Shortline, a group of transportation companies, from 1982 to 1988
and, from 1974 to 1982, of Kleber Tire & Rubber Corp. Mr. Murray was Director of
Accounting for Western Union Telegraph Company from 1972 to 1974 and Senior
Accountant for S.D. Leidesdorf & Co. (now Ernst & Young) from 1969 to 1972. Mr.
Murray received his B.B.A. in Accounting from the Baruch School of the City
University of New York in 1968 and became a Certified Public Accountant in the
State of New York in 1974.
Jasper R. Clay, Jr. (66) currently serves as the Senior Advisor to the
District of Columbia Office of the Corrections Trustee. He was a United States
Parole Commissioner from 1984 to 1996 and from 1991 to 1996, Vice-Chairman of
the United States Parole Commission and Chairman of the National Appeals Board.
7
<PAGE>
In that capacity, he served as final authority for all decisions relating to
parole, revocation, imposition or modification of parole conditions, or denial
of discharge from supervision. From 1976 to 1984, Mr. Clay was State of Maryland
Parole Commissioner and from 1969 to 1976, he was an Associate Member of the
State of Maryland Board of Parole. Mr. Clay served as an Associate Member of the
State of Maryland Board of Parole from 1969 to 1976, District Supervisor of the
Baltimore City District Office in 1968, Staff Specialist-Training and
Development for the Maryland Division of Parole and Probation from 1966 to 1968,
Parole and Probation Agent I and II, Baltimore District, Office of the Maryland
Division of Parole and Probation from 1958 to 1966 and as a Psychiatric Aide at
the Spring Grove State Hospital from 1957 to 1958.
Mr. Clay received an Honorable Discharge from the United States Army
Infantry as a First Lieutenant in 1956. He is active in a number of professional
organizations including the American Correctional Association (where he is
presently a member of the Awards Committee), the Association of Paroling
Authorities International (where he serves as an officer) and the National
Council of Crime and Delinquency. He is a member of the American Correctional
Association, the National Council of Crime and Delinquency and the Association
of Paroling Authorities International. Mr. Clay earned his B.A. in Psychology
from Morgan State University in 1954 and attended the graduate school at Loyola
College in areas such as Guidance, Counseling and Psychology.
Karen Russo (36) has been a Director of the Company since 1997. She has,
since 1995, acted as an independent consultant to training and consulting firms
in topics including interpersonal and strategic selling, sales management,
service excellence, teamwork and collaboration, management, leadership and
prevention of workplace violence and sexual harassment. From 1989 to 1995, Ms.
Russo was an account executive with The Forum Corporation, Los Angeles,
California, responsible for business development and client service. She served
as an Assistant Vice President at Bankers Trust Company from 1987 to 1989. Ms.
Russo earned her M.B.A. from Columbia University in 1987 and her B.A. from
University of Maryland in 1981.
It is the intention of the persons named as proxies in the accompanying
proxy, unless instructed otherwise, to vote for the persons nominated by the
Board of Directors. If any nominee should become unavailable to serve, the proxy
may be voted for the election of such substitute nominee as may be designated by
the Board of Directors. The Board of Directors has no reason to believe that any
of the nominees will be unable to serve if elected. Any proposals to nominate a
director or directors, other than those persons nominated by the Board of
Directors, must be made in person at the meeting. The Board of Directors is not
aware of any other proposals or nominations.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ABOVE -NAMED NOMINEES.
PROPOSAL NO. 2 - APPROVING THE APPOINTMENT OF RICHARD A. EISNER & COMPANY,
LLP. AS INDEPENDENT AUDITORS FOR FISCAL 1999
On August 29, 1998, the Board of Directors appointed Richard A. Eisner &
Company, LLP. as independent public accountant to audit the financial statements
for Fiscal 1999 and has determined that it would be desirable to request that
the shareholders approve such appointment. A representative of Richard A. Eisner
& Company, LLP is expected to attend the meeting with the opportunity to make a
statement and/or to respond to appropriate questions from shareholders.
Shareholder approval is not required for the appointment of Richard A. Eisner &
Company, LLP since the Board of Directors has the responsibility for selecting
auditors. However, the appointment is being submitted for the approval at the
Annual Meeting. No determination has been made as to what action the Board would
take if shareholders do not approve the appointment.
8
<PAGE>
Thomas P. Monahan, CPA served as the Company's independent auditor for the
fiscal years ended April 30, 1995, 1996 and 1997. The Board of Directors
believes that there were no disagreements with Mr. Monahan on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures in connection with audits of the Company's financial
statements for the fiscal years ended April 30, 1995, 1996 and 1997, which
disagreements, if not resolved to their satisfaction, would have caused him to
issue an adverse opinion or a disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope or accounting principles. No report on
the financial statements of the Company for the years ended April 30, 1996 or
1997 contained an adverse opinion or disclaimer of opinion, or was modified as
to uncertainty, audit scope, or accounting principle. During the three most
recent fiscal years ended and through the present, there have been no reportable
events relating to Mr. Monahan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF RICHARD A. EISNER
& COMPANY, LLP AS INDEPENDENT AUDITORS.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors, and persons who own more than ten percent
of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC"). Officers, directors and greater than ten percent shareholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the
Company, the Company believes that during fiscal 1998 all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten percent
beneficial owners were complied with.
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 Annual Meeting and casting a contrary vote.
However, no such revocation will be effective unless and until such notice of
revocation has been received by the Company at or prior to the Annual Meeting.
PROPOSALS OF SHAREHOLDERS
A proper proposal submitted by a shareholder in accordance with applicable
rules and regulations for presentation at the Company's Fiscal 2000 Annual
Meeting of Shareholders and received at the Company's executive offices no later
than June 30, 1999, will be included in the Company's Proxy Statement and form
of proxy relating to such Annual 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 the discretionary authority to vote the same in accordance with the
proxy holders' best judgment in the interest of the Company.
9
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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 name 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 matters, 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, both the election of
directors or the ratification of the appointment of accountants are routine
matters on which a broker has the discretion to vote if instructions are not
received from the client in a timely manner. Under New York law, broker
non-votes will have no impact on the election of directors or the ratification
or the appointment of the Company's independent auditors. 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 independent
auditors. As to Item 1, the Proxy confers authority to vote for all of the five
persons listed as candidates for a position on the Board of Directors even
though the block in Item 1 is not marked unless the names of one or more
candidates are lined out. The Proxy will be voted "For" Items 2 and 3 unless
"Against" or "Abstain" is indicated. If any other business is presented at the
meeting, the Proxy shall be voted in the proxy holders' discretion.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-KSB
The Company has filed with the Securities Exchange Commission its Annual
Report on Form 10-KSB. A copy of the Form 10-KSB for fiscal 1998 has been sent
to all shareholders with this proxy statement. The Annual Report is not a part
of the proxy soliciting material.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Edmund Jaskiewicz
Edmund Jaskiewicz,
Secretary to the Board of Directors
September 4, 1998
10
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PROXY
FISCAL 1998 ANNUAL 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 September 8, 1998, of the Fiscal 1999 Annual Meeting
of Shareholders, hereby nominates, constitutes, appoints and authorizes Stan
Cikpowski and Edmund Jaskiewicz, and each of them 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 August 31, 1998, at the Fiscal 1999 Annual Meeting of Shareholders
to be held at 10:00 A.M. on Wednesday, September 23, 1998 at The Desmond, 660
Albany Shaker Road, Albany, New York 12211 or at any adjournments thereof, with
all the power the undersigned would possess if personally present, as follows:
1. The election of the six (6) directors listed in the Proxy Statement dated
September 4, 1998, accompanying the Notice of said meeting for terms of one
year each and until their successors are elected and qualify. CUMULATIVE
VOTING IS NOT PERMITTED.
IF YOU WISH YOUR VOTES TO BE CAST FOR ALL OF THE SIX (6) PERSONS LISTED
BELOW, PLACE AN "X" IN THIS BOX o.
IF YOU DO NOT WISH TO VOTE FOR ALL OF THE CANDIDATES, LINE OUT THE NAMES OF
PERSONS FOR WHOM YOU DO NOT CHOOSE TO VOTE:
DIRECTORS:
Stan Cipkowski
Edmund Jaskiewicz
Jay Bendis
John F. Murray
Jasper R. Clay, Jr.
Karen Russo
2. Approval of the appointment of Richard A. Eisner & Company, LLP. as
independent auditors for Fiscal Year 1999.
FOR / / AGAINST / / ABSTAIN / /
3. Upon such other business as may be brought before the meeting or any
adjournments thereof. The Board of Directors at present knows of no other
business to be presented.
THIS PROXY CONFERS AUTHORITY TO VOTE FOR ALL OF THE SIX PERSONS LISTED EVEN
THOUGH THE BLOCK IN ITEM 1 IS NOT MARKED UNLESS THE NAMES OF ONE OR MORE
CANDIDATES ARE LINED OUT. THIS PROXY WILL BE VOTED "FOR" ITEM 2 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.
<PAGE>
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, 300 FAIRVIEW AVENUE,
HUDSON, NEW YORK 12534 OR IN PERSON AT THE FISCAL 1999 ANNUAL MEETING OF
SHAREHOLDERS AT ANY TIME PRIOR TO ITS EXERCISE.
Date:
-----------------------------
Name:
-----------------------------
Beneficial Shareholder (Please Print)
Address:
-----------------------------
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Signature(s)
-----------------------------
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(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.
-----------------------------
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(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.
