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SCHEDULE 14A INFORMATION
(Rule 14a-101)
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))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
SAFESKIN CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(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:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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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(4) Date Filed:
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Appendix to Proxy Materials
Exhibit A:
SAFESKIN CORPORATION
STOCK PURCHASE PLAN
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TABLE OF CONTENTS
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ARTICLE I Introduction..................................................................1
Sec. 1.01 Statement of Purpose......................................................1
Sec. 1.02 Internal Revenue Code Considerations......................................1
Sec. 1.03 ERISA Considerations......................................................1
ARTICLE II Definitions...................................................................1
Sec. 2.01 Board of Directors........................................................1
Sec. 2.02 Code......................................................................1
Sec. 2.03 Committee.................................................................1
Sec. 2.04 Company...................................................................1
Sec. 2.05 Compensation..............................................................1
Sec. 2.06 Effective Date............................................................1
Sec. 2.07 Election Date.............................................................1
Sec. 2.08 Eligible Employee.........................................................2
Sec. 2.09 Employer..................................................................2
Sec. 2.10 Exchange Act..............................................................2
Sec. 2.11 Market Value..............................................................2
Sec. 2.12 Participant...............................................................2
Sec. 2.13 Plan......................................................................3
Sec. 2.14 Plan Year.................................................................3
Sec. 2.15 Purchase Agreement........................................................3
Sec. 2.16 Purchase Date.............................................................3
Sec. 2.17 Purchase Period...........................................................3
Sec. 2.18 Purchase Price............................................................3
Sec. 2.19 Stock.....................................................................3
Sec. 2.20 Subsidiary................................................................3
ARTICLE III Admission to Participation....................................................3
Sec. 3.01 Initial Participation.....................................................3
Sec. 3.02 Discontinuance of Participation...........................................3
Sec. 3.03 Readmission to Participation..............................................4
ARTICLE IV Stock Purchase and Resale.....................................................4
Sec. 4.01 Reservation of Shares.....................................................4
Sec. 4.02 Limitation on Shares Available............................................4
Sec. 4.03 Purchase Price of Shares..................................................4
Sec. 4.04 Exercise of Purchase Privilege............................................5
Sec. 4.05 Payroll Deductions........................................................5
Sec. 4.06 Payment for Stock.........................................................5
Sec. 4.07 Share Ownership; Issuance of Certificates.................................5
Sec. 4.08 Distribution of Shares or Resale of Stock.................................6
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ARTICLE V Special Adjustments...........................................................7
Sec. 5.01 Shares Unavailable........................................................7
Sec. 5.02 Anti-Dilution Provisions..................................................7
Sec. 5.03 Effect of Certain Transactions............................................7
ARTICLE VI Miscellaneous.................................................................8
Sec. 6.01 Non-Alienation............................................................8
Sec. 6.02 Administrative Costs......................................................8
Sec. 6.03 The Committee.............................................................8
Sec. 6.04 Withholding of Taxes......................................................8
Sec. 6.05 Amendment of the Plan.....................................................9
Sec. 6.06 Expiration and Termination of the Plan....................................9
Sec. 6.07 Repurchase of Stock.......................................................9
Sec. 6.08 Notice....................................................................9
Sec. 6.09 Government Regulation.....................................................9
Sec. 6.10 Headings, Captions, Gender................................................9
Sec. 6.11 Severability of Provisions, Prevailing Law................................9
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ARTICLE I
Introduction
Sec. 1.01 Statement of Purpose. The purpose of the Safeskin
Corporation Employee Stock Purchase Plan is to provide eligible employees of the
Company and its subsidiaries an opportunity to purchase common stock of the
Company. The Board of Directors of the Company believes that employee
participation in stock ownership will be to the mutual benefit of the employees
and the Company. The Plan must be approved by the shareholders of the Company
within 12 months after the date on which the Plan is adopted.
Sec. 1.02 Internal Revenue Code Considerations. The Plan is
intended to constitute an "employee stock purchase plan" within the meaning of
section 423 of the Internal Revenue Code of 1986, as amended.
Sec. 1.03 ERISA Considerations. The Plan is not intended and
shall not be construed as constituting an "employee benefit plan," within the
meaning of section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended.
ARTICLE II
Definitions
Sec. 2.01 "Board of Directors" means the Board of Directors of
the Company.
Sec. 2.02 "Code" means the Internal Revenue Code of 1986, as
amended. References to specific sections of the Code shall be taken to be
references to corresponding sections of any successor statute.
Sec. 2.03 "Committee" means the committee appointed by the Board
of Directors to administer the Plan, as provided in Section 6.03.
Sec. 2.04 "Company" means Safeskin Corporation and any successor
by merger or otherwise.
Sec. 2.05 "Compensation" shall mean a Participant's base wages,
overtime pay, commissions, cash bonuses, premium pay and shift differential,
before giving effect to any compensation reductions made in connection with
plans described in section 401(k) or 125 of the Code.
Sec. 2.06 "Effective Date" shall mean October 1, 1999 or such
other date as is designated by the Board of Directors as the effective date of
the Plan.
Sec. 2.07 "Election Date" means each January 1, April 1, July 1
and October 1, or such other dates as the Committee shall specify. The first
Election Date for the Plan shall be the Effective Date.
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Sec. 2.08 "Eligible Employee" means each employee of the
Employer:
(i) Who is employed by the Employer as an employee (and not as
an independent contractor),
(ii) Whose customary employment is for more than 20 hours per
week and for more than five months per year,
(iii) Who is not deemed for purposes of section 423(b)(3) of the
Code to own stock possessing five percent or more of the total combined
voting power or value of all classes of stock of the Company or any
subsidiary, and
(iv) Who has completed at least one year of service with the
Employer, including any period of service with any predecessor business
unit acquired by the Employer (whether by asset purchase, stock
purchase, merger or otherwise).
Notwithstanding the foregoing, the term "Eligible Employee" shall not include an
employee who is a member of a collective bargaining unit if the collective
bargaining agent has determined that employees in such collective bargaining
unit will not participate in the Plan, during any period in which such election
not to participate is in effect. A collective bargaining agent's election not to
authorize participation in the Plan shall remain in effect until the collective
bargaining agent affirmatively elects to authorize such participation, by giving
proper written notice to the Company. A collective bargaining agent's election
to authorize participation in the Plan shall be made prospectively and with
sufficient notice to permit appropriate implementation by the Company.
Sec. 2.09 "Employer" means the Company and each Subsidiary.
Sec. 2.10 "Exchange Act" means the Securities Exchange Act of
1934, as amended, and as the same may hereafter be amended.
Sec. 2.11 "Market Value" means the last price for the Stock as
reported on the principal market on which the Stock is traded for the date of
reference. If there was no such price reported for the date of reference,
"Market Value" means the last reported price for the Stock on the day next
preceding the date of reference for which such price was reported.
Sec. 2.12 "Participant" means each Eligible Employee who elects
to participate in the Plan.
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Sec. 2.13 "Plan" means the Safeskin Corporation Stock Purchase
Plan, as set forth herein and as hereafter amended.
Sec. 2.14 "Plan Year" means each calendar year during which the
Plan is in effect.
Sec. 2.15 "Purchase Agreement" means the instrument prescribed
by the Committee pursuant to which an Eligible Employee may enroll as a
Participant and subscribe for the purchase of shares of Stock on the terms and
conditions offered by the Company. The Purchase Agreement is intended to
evidence the Company's offer of an option to the Eligible Employee to purchase
Stock on the terms and conditions set forth therein and herein.
Sec. 2.16 "Purchase Date" means the last day of each Purchase
Period.
Sec. 2.17 "Purchase Period" means each three-month period or
other period specified by the Committee, beginning on or after the Effective
Date, during which the Participant's Stock purchase is funded through payroll
deduction accumulations.
Sec. 2.18 "Purchase Price" means the purchase price for shares
of Stock purchased under the Plan, determined as set forth in Section 4.03.
Sec. 2.19 "Stock" means the common stock of the Company.
Sec. 2.20 "Subsidiary" means any present or future corporation
which (i) constitutes a "subsidiary corporation" of the Company as that term is
defined in section 424 of the Code and (ii) is designated as a participating
entity in the Plan by the Committee.
ARTICLE III
Admission to Participation
Sec. 3.01 Initial Participation. An Eligible Employee may elect
to participate in the Plan and may become a Participant effective as of any
Election Date, by executing and filing with the Committee a Purchase Agreement
at such time in advance of the Election Date as the Committee shall prescribe.
The Purchase Agreement shall remain in effect until it is modified through
discontinuance of participation under Section 3.02 or a change under Section
4.05.
Sec. 3.02 Discontinuance of Participation. A Participant may
voluntarily cease his or her participation in the Plan and stop payroll
deductions at any time by filing a notice of cessation of participation on such
form and at such time in advance of the effective date as the Committee shall
prescribe. Notwithstanding anything in the Plan to the contrary, if a
Participant ceases to be an Eligible Employee, his or her participation
automatically shall cease, no further purchase of Stock shall be made for the
Participant and the Participant may request payment of any funds held in his or
her account under the Plan.
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Sec. 3.03 Readmission to Participation. Any Eligible Employee
who has previously been a Participant, who has discontinued participation
(whether by cessation of eligibility or otherwise), and who wishes to be
reinstated as a Participant may again become a Participant by executing and
filing with the Committee a new Purchase Agreement. Reinstatement to Participant
status shall be effective as of any Election Date, provided the Participant
files a new Purchase Agreement with the Committee at such time in advance of the
Election Date as the Committee shall prescribe.
ARTICLE IV
Stock Purchase and Resale
Sec. 4.01 Reservation of Shares. There shall be 1,000,000 shares
of Stock reserved for issuance or transfer under the Plan, subject to adjustment
in accordance with Section 5.02. Except as provided in Section 5.02, the
aggregate number of shares of Stock that may be purchased under the Plan shall
not exceed the number of shares of Stock reserved under the Plan.
Sec. 4.02 Limitation on Shares Available.
(a) The maximum number of shares of Stock that may be purchased for
each Participant on a Purchase Date is the lesser of (a) the number of whole
shares of Stock that can be purchased by applying the full balance of the
Participant's withheld funds to the purchase of shares of Stock at the Purchase
Price, or (b) the Participant's proportionate part of the maximum number of
shares of Stock available under the Plan, as stated in Section 4.01.
(b) Notwithstanding the foregoing, if any person entitled to
purchase shares pursuant to any offering under the Plan would be deemed for
purposes of section 423(b)(3) of the Code to own stock (including any number of
shares of Stock that such person would be entitled to purchase under the Plan)
possessing five percent or more of the total combined voting power or value of
all classes of stock of Company, the maximum number of shares of Stock that such
person shall be entitled to purchase pursuant to the Plan shall be reduced to
that number which, when added to the number of shares of stock that such person
is deemed to own (excluding any number of shares of Stock that such person would
be entitled to purchase under the Plan), is one less than such five percent. Any
amounts withheld from a Participant's compensation that cannot be applied to the
purchase of Stock by reason of the foregoing limitation shall be returned to the
Participant as soon as practicable.
Sec. 4.03 Purchase Price of Shares. The Purchase Price per share
for the Stock to be sold to Participants for each Purchase Period shall be the
lower of (i) 85% of the Market Value of such share on the first day of the
Purchase Period or (ii) 85% of the Market Value of such share on the last day of
the Purchase Period (the "Purchase Date").
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Sec. 4.04 Exercise of Purchase Privilege.
(a) As of the first day of each Purchase Period, each Participant
shall be granted an option to purchase shares of Stock at the Purchase Price
specified in Section 4.03. The option shall continue in effect through the
Purchase Date for the Purchase Period. The maximum number of shares that a
Participant may purchase during a Purchase Period is 2,500 shares (subject to
the limits of Section (c) below). Subject to the provisions of Section 4.02
above and Section 4.04(c), on each Purchase Date, the Participant shall
automatically be deemed to have exercised his or her option to purchase shares
of Stock, unless the Participant notifies the Committee, in such manner and at
such time in advance of the Purchase Date as the Committee shall prescribe, of
his or her desire not to make such purchase.
(b) There shall be purchased for the Participant on each Purchase
Date, at the Purchase Price for the Purchase Period, the largest number of whole
shares of Stock as can be purchased with the amounts withheld from the
Participant's Compensation during the Purchase Period. Each such purchase shall
be deemed to have occurred on the Purchase Date occurring at the close of the
Purchase Period for which the purchase was made. Any amounts that are withheld
from a Participant's Compensation in a Purchase Period and that remain after the
purchase of whole shares of Stock on a Purchase Date will be held in the
Participant's account and applied on the Participant's behalf to purchase Stock
on the next Purchase Date.
(c) A Participant may not purchase shares of Stock having an
aggregate Market Value of more than $25,000, determined at the beginning of each
Purchase Period, for any calendar year in which one or more offerings under this
Plan are outstanding at any time, and a Participant may not purchase a share of
Stock under any offering after the expiration of the Purchase Period for the
offering.
Sec. 4.05 Payroll Deductions. Each Participant shall authorize
payroll deductions from his or her Compensation for the purpose of funding the
purchase of Stock pursuant to his or her Purchase Agreement. In the Purchase
Agreement, each Participant shall authorize an after-tax payroll deduction from
each payment of a percentage of Compensation during a Purchase Period in an
amount not less than 1% and not more than 15% of the Participant's Compensation.
A Participant may change the deduction to any permissible level effective as of
any Election Date. A change shall be made by filing with the Committee a notice
in such form and at such time in advance of the Election Date on which the
change is to be effective as the Committee shall prescribe.
Sec. 4.06 Payment for Stock. The Purchase Price for all shares
of Stock purchased by a Participant under the Plan shall be paid out of the
Participant's authorized payroll deductions. All funds received or held by the
Company under the Plan may be used for any corporate purpose, and the Company
shall not be obligated to segregate such funds.
Sec. 4.07 Share Ownership; Issuance of Certificates.
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(a) The shares of Stock purchased by a Participant on a Purchase
Date shall, for all purposes, be deemed to have been issued or sold at the close
of business on the Purchase Date. Prior to that time, none of the rights or
privileges of a shareholder of the Company shall inure to the Participant with
respect to such shares of Stock. All the shares of Stock purchased under the
Plan shall be delivered by the Company in a manner as determined by the
Committee.
(b) The Committee, in its sole discretion, may determine that shares
of Stock shall be delivered by (i) issuing and delivering to the Participant a
certificate for the number of shares of Stock purchased by the Participant, (ii)
issuing and delivering certificates for the number of shares of Stock purchased
to a firm which is a member of the National Association of Securities Dealers,
as selected by the Committee from time to time, which shares shall be maintained
by such firm in a separate brokerage account for each Participant, or (iii)
issuing and delivering certificates for the number of shares of Stock purchased
by Participants to a bank or trust company or affiliate thereof, as selected by
the Committee from time to time, which shares may be held by such bank or trust
company or affiliate in street name, but with a separate account maintained by
such entity for each Participant reflecting such Participant's share interests
in the Stock. Each certificate or account, as the case may be, may be in the
name of the Participant or, if he or she so designates on the Participant's
Purchase Agreement, in the Participant's name jointly with the Participant's
spouse, with right of survivorship, or in such other form as the Committee may
permit.
(c) The Committee, in its sole discretion, may impose such
restrictions or limitations as it shall determine on the resale of Stock, the
issuance of individual stock certificates or the withdrawal from any shareholder
accounts established for a Participant.
(d) If, under Section 4.07(b), certificates for Stock are held for
the benefit of the Participant, any dividends payable with respect to shares of
Stock credited to a shareholder account of a Participant will, at the
Participant's election, either (i) be reinvested in whole shares of Stock and
credited to the Participant's account (with fractional shares credited in cash)
or (ii) paid directly to the Participant. If dividends are reinvested in shares
of Stock, such reinvestment shall be made based on the Market Value of the Stock
at the date of the reinvestment, with no discount from Market Value.
Sec. 4.08 Distribution of Shares or Resale of Stock.
(a) A Participant may request a distribution of shares of Stock
purchased for the Participant under the Plan or order the sale of such shares at
any time by making a request in such form and at such time as the Committee
shall prescribe.
(b) If a Participant terminates his or her employment with the
Employer or otherwise ceases to be an Eligible Employee, the Participant shall
receive a distribution of his or her shares of Stock held in any shareholder
account established pursuant to Section 4.07(b), unless the Participant elects
to have the shares of Stock sold in accordance with such procedures as the
Committee shall prescribe.
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(c) If a Participant is to receive a distribution of shares of
Stock, or if shares are to be sold, the distribution or sale shall be made in
whole shares of Stock, with fractional shares paid in cash. Any brokerage
commissions resulting from a sale of Stock shall be deducted from amounts
payable to the Participant.
ARTICLE V
Special Adjustments
Sec. 5.01 Shares Unavailable. If, on any Purchase Date, the
aggregate funds available for the purchase of Stock would purchase a number of
shares in excess of the number of shares of Stock then available for purchase
under the Plan, the following events shall occur:
(a) The number of shares of Stock that would otherwise be purchased
by each Participant shall be proportionately reduced on the Purchase Date in
order to eliminate such excess; and
(b) The Plan shall automatically terminate immediately after the
Purchase Date as of which the supply of available shares is exhausted.
Sec. 5.02 Anti-Dilution Provisions. The aggregate number of
shares of Stock reserved for purchase under the Plan, as provided in Section
4.01, and the calculation of the Purchase Price per share may be appropriately
adjusted by the Committee to reflect any increase or decrease in the number of
issued shares of Stock resulting from a subdivision or consolidation of shares
or other capital adjustment, or the payment of a stock dividend, or a stock
split, or other increase or decrease in such shares, if effected without receipt
of consideration by the Company.
Sec. 5.03 Effect of Certain Transactions. Subject to any
required action by the shareholders, if the Company shall be the surviving
corporation in any merger or consolidation, any offering hereunder shall pertain
to and apply to the shares of stock of the Company. However, in the event of a
dissolution or liquidation of the Company, or of a merger or consolidation in
which the Company is not the surviving corporation, the Plan and any offering
hereunder shall terminate upon the effective date of such dissolution,
liquidation, merger or consolidation, unless the Board determines otherwise, and
the balance of any amounts withheld from a Participant's compensation which have
not by such time been applied to the purchase of Stock shall be returned to the
Participant.
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ARTICLE VI
Miscellaneous.
Sec. 6.01 Non-Alienation. Except as set forth below, the right
to purchase shares of Stock under the Plan is personal to the Participant, is
exercisable only by the Participant during the Participant's lifetime and may
not be assigned or otherwise transferred by the Participant. If a Participant
dies, unless the executor, administrator or other personal representative of the
deceased Participant directs otherwise, any amounts previously withheld from the
Participant's Compensation before the Participant's death during the Purchase
Period in which the Participant dies shall be used to purchase Stock on the
Purchase Date for the Purchase Period. After that Purchase Date, there shall be
delivered to the executor, administrator or other personal representative of the
deceased Participant all shares of Stock and such residual amounts as may remain
to the Participant's credit under the Plan.
Sec. 6.02 Administrative Costs. The Company shall pay the
administrative expenses associated with the operation of the Plan (other than
brokerage commissions resulting from sales of Stock directed by Participants).
Sec. 6.03 The Committee. The Board of Directors shall appoint a
Committee, which shall have the authority and power to administer the Plan and
to make, adopt, construe, and enforce rules and regulations not inconsistent
with the provisions of the Plan. The Committee shall adopt and prescribe the
contents of all forms required in connection with the administration of the
Plan, including, but not limited to, the Purchase Agreement, payroll withholding
authorizations, requests for distribution of shares, and all other notices
required hereunder. The Committee shall have the fullest discretion permissible
under law in the discharge of its duties. The Committee's interpretations and
decisions with respect to the Plan shall be final and conclusive.
Sec. 6.04 Withholding of Taxes. All acquisitions of Stock under
the Plan shall be subject to applicable federal (including FICA), state and
local tax withholding requirements if the Internal Revenue Service or other
taxing authority requires such withholding. The Company may require that
Participants pay to the Company (or make other arrangements satisfactory to the
Company for the payment of) the amount of any federal, state or local taxes that
the Company is required to withhold with respect to the purchase of Stock or the
sale of Stock acquired under the Plan, or the Company may deduct from the
Participant's wages or other compensation the amount of any withholding taxes
dues with respect to the purchase of Stock or the sale of Stock acquired under
the Plan.
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Sec. 6.05 Amendment of the Plan. The Board of Directors may, at
any time and from time to time, amend the Plan in any respect, except that any
amendment that is required to be approved by the shareholders under Section 423
of the Code shall be submitted to the shareholders of the Company for approval.
Sec. 6.06 Expiration and Termination of the Plan. The Plan shall
continue in effect for ten years from the Effective Date, unless terminated
prior to that date pursuant to the provisions of the Plan or pursuant to action
by the Board of Directors. The Board of Directors shall have the right to
terminate the Plan at any time without prior notice to any Participant and
without liability to any Participant. Upon the expiration or termination of the
Plan, the balance, if any, then standing to the credit of each Participant from
amounts withheld from the Participant's compensation which has not, by such
time, been applied to the purchase of Stock shall be refunded to the
Participant.
Sec. 6.07 Repurchase of Stock. The Company shall not be required
to purchase or repurchase from any Participant any of the shares of Stock that
the Participant acquires under the Plan.
Sec. 6.08 Notice. A Purchase Agreement and any notice that a
Participant files pursuant to the Plan shall be on the form prescribed by the
Committee and shall be effective only when received by the Committee. Delivery
of such forms may be made by hand or by certified mail, sent postage prepaid, to
the Company's corporate headquarters, or such other address as the Committee may
designate. Delivery by any other mechanism shall be deemed effective at the
option and discretion of the Committee.
Sec. 6.09 Government Regulation. The Company's obligation to
sell and to deliver the Stock under the Plan is at all times subject to all
approvals of any governmental authority required in connection with the
authorization, issuance, sale or delivery of such Stock.
Sec. 6.10 Headings, Captions, Gender. The headings and captions
herein are for convenience of reference only and shall not be considered as part
of the text. The masculine shall include the feminine, and vice versa.
Sec. 6.11 Severability of Provisions, Prevailing Law. The
provisions of the Plan shall be deemed severable. In the event any such
provision is determined to be unlawful or unenforceable by a court of competent
jurisdiction or by reason of a change in an applicable statute, the Plan shall
continue to exist as though such provision had never been included therein (or,
in the case of a change in an applicable statute, had been deleted as of the
date of such change). The Plan shall be governed by the laws of the State of
California to the extent such laws are not in conflict with, or superseded by,
federal law.
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