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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
Commission file number 0-22726
SAFESKIN CORPORATION
(Exact name of registrant as specified in its charter)
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FLORIDA 59-2617525
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12671 HIGH BLUFF DRIVE
SAN DIEGO, CALIFORNIA 92130
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (619) 794-8111
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Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ ].
As of March 26, 1999, the aggregate market value of the voting stock of
the Registrant held by non-affiliates of the Registrant was $342,745,262.
As of March 26, 1999, the number of outstanding shares of Common Stock,
par value $.01 per share, of the Registrant was 55,095,209.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
PART I
Previously Filed
PART II
Previously Filed
PART III
Item 10. Directors and Executive Officers of the Registrant .................. 1
Item 11. Executive Compensation .............................................. 7
Item 12. Security Ownership of Certain Beneficial Owners and Management ...... 13
Item 13. Certain Relationships and Related Transactions ...................... 14
PART IV
Previously Filed
Signatures ................................................................... S-1
</TABLE>
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PART III
Item 10. Directors and Executive Officers
DIRECTORS
The following table sets forth certain information as to the persons who
currently serve as directors of the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION DIRECTOR SINCE
- ---- --- -------- --------------
<S> <C> <C> <C>
Irving Jaffe 80 CHAIRMAN EMERITUS 1988
AND DIRECTOR
Richard Jaffe(1) 46 CHAIRMAN OF THE 1988
BOARD, PRESIDENT,
CHIEF EXECUTIVE
OFFICER AND DIRECTOR
Neil K. Braverman(1) 60 DIRECTOR 1985
Cam L. Garner(2)(3) 50 DIRECTOR 1996
Howard L. Shecter(1)(2) 55 DIRECTOR 1993
Jeffrey Stiefler 52 DIRECTOR 1998
Joseph Stemler(2)(3) 68 DIRECTOR 1995
</TABLE>
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(1) Member of the Executive Committee
(2) Member of the Audit Committee
(3) Member of the Compensation Committee
Mr. Irving Jaffe became Chairman Emeritus of the Company in May 1996 and
has served as a director of the Company since April 1988. He served as the
Chairman of the Board between August 1988 and May 1996 and as Chief Executive
Officer of the Company from August 1988 through March 1993. Since 1986, he has
been the Senior Managing Partner of the Jaffe Family Partnership, a family
investments partnership. From 1977 through 1985, Mr. Jaffe was the Chairman of
the Board and Chief Executive Officer of Nutri Foods International, Inc., a
manufacturer of frozen desserts ("Nutri Foods"). In 1985, Nutri Foods was sold
to The Coca-Cola Company. Mr. Jaffe attended New York University. Mr. Jaffe is
the father of Richard Jaffe.
Mr. Richard Jaffe became the Chairman of the Board, President and Chief
Executive Officer of the Company in May 1996 and has served as a director of the
Company since April 1988. Between March 1993 and May 1996, he was the Vice
Chairman of the Board and Co-Chief Executive Officer of the Company. Mr. Jaffe
served as the President of Safeskin Corporation (Malaysia) Sdn. Bhd. and Chief
Operating Officer of the Company between April 1988 and March 1993. In 1977, Mr.
Jaffe founded Nutri Foods. He served as President of Nutri Foods until December
1987. Mr. Jaffe served on the executive operating committee of the Foods
Division of The Coca-Cola Company from 1985 through 1987. Mr. Jaffe has been a
Managing General Partner of the Jaffe Family Partnership since 1985. Mr. Jaffe
is currently a director of DAOU Systems, Inc., a provider of information
technology services for the healthcare industry. Mr. Jaffe holds a B.S. degree
in industrial and labor relations from Cornell University. Mr. Jaffe is the son
of Irving Jaffe.
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Mr. Braverman has served as a director since he founded the Company in
1985. In January 1997, Mr. Braverman entered into a consulting agreement with
the Company. Between May 1996 and December 1996, he served as the Co-Chairman of
the Company and between May 1993 and May 1996 as Co-Chief Executive Officer of
the Company. From 1985 through May 1996 Mr. Braverman served as President of the
Company. At various times during the period from 1972 through 1985, Mr.
Braverman was President of Reserve Energy Corporation, an oil drilling company,
and was President of Paramount Oil Co., a manufacturer of lubricating oils. From
1964 to 1972, he was President and Chief Executive Officer of Flair, Inc., a
consumer products manufacturer in Hong Kong. In 1968, Flair, Inc. was sold to
U.S. Industries. Mr. Braverman holds a B.S. degree in industrial management and
engineering from the Georgia Institute of Technology.
Mr. Garner became a director of the Company in June 1996. He has served
as the Chairman of Dura Pharmaceuticals, Inc. ("Dura"), a publicly held
pharmaceutical company, since December 1995 and as the President and Chief
Executive Officer since May 1990. Between October 1989 and May 1990, he served
as the Executive Vice President of Dura. From November 1987 to June 1989, he
served as the President of Syntro Corp., a biotechnology company. From October
1983 to October 1987, Mr. Garner was the Senior Vice President of Sales and
Marketing at Hybritech, Inc., a pharmaceutical company. Mr. Garner is currently
a director of Dura, Trega Biosciences, CardioDynamics International, Nanogen
Corporation and Spiros Development Corporation. He holds a B.A. degree in
biology from Virginia Wesleyan College and an M.B.A. from Baldwin-Wallace
College.
Mr. Shecter became a director of the Company in June 1993. He has been a
partner since 1973 in the law firm of Morgan, Lewis & Bockius LLP. Mr. Shecter
served as the managing partner of Morgan, Lewis & Bockius LLP from 1979 to 1983
and was the Chairman of the Executive Committee of that firm in 1985. Mr.
Shecter holds an A.B. degree in government from Harvard College and a J.D.
degree from the University of Pennsylvania Law School.
Mr. Stiefler became a director of the Company in December 1998. He has
served as the Chief Executive Officer and Chairman of the Board of International
Data Response Corporation since June 1996. He served as President and a director
of American Express Company, a financial services company, from 1993 to 1995.
Mr. Stiefler currently serves as Chairman of OSI Holdings, Inc., a privately
held outsourcing services firm. Mr. Stiefler has been an operating partner of
McCown De Leeuw & Co., a privately held venture capital firm, since January
1996.
Mr. Stemler became a director of the Company in June 1995. He has served
as Chairman of the Board, President and Chief Executive Officer of Maret
Corporation, a biopharmaceutical company since February 1998. From January 1996
through February 1997, Mr. Stemler served as President, Chairman and Chief
Executive Officer of Scholle Corporation, an aseptic packaging company. Since
July 1995 Mr. Stemler has served as Chairman of the Board of La Jolla
Pharmaceutical Company ("La Jolla"). Previously, Mr. Stemler served as
President, Chief Executive Officer and Chairman of the Board of Directors of La
Jolla from its formation in 1989 to 1995. From 1985 to 1989, Mr. Stemler served
as President and Chairman of Quidel Corporation (the predecessor of La Jolla).
From 1978 and 1985, he served as President of Bentley Laboratories and then as
President of American Hospital Supply Corporation's Bentley subsidiary. Mr.
Stemler also serves as a director of Sunrise Medical Inc., a publicly held
manufacturer and provider of medical products used in the rehabilitation and
recovery phases of patient care and Scholle Corporation. He holds a B.S. degree
in engineering from Illinois Institute of Technology and holds advanced degrees
in engineering and business administration.
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EXECUTIVE OFFICERS
The following table sets forth certain information, as of April 15,
1999, with respect to the executive officers of the Company who are not also
directors of the Company or nominees for election as directors.
<TABLE>
<CAPTION>
NAME AGE POSITION
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<S> <C> <C>
Lee Chee Ming 50 Executive Vice President and Managing Director, Southeast
Asian Operations
David L. Morash 54 Executive Vice President and Chief Financial Officer
Robert Zabaronick 52 Sr. Vice President - Human Resources
John R. Amat 37 Vice President, Medical Marketing
Seth S. Goldman 41 Vice President, Finance, Controller and Secretary
Robert C. Hatch 36 Vice President and General Manager, Scientific Business
William R. LaRue 47 Vice President and Treasurer
Hans R. Sleeuwenhoek 39 Vice President and General Manager, International Business
</TABLE>
Mr. Lee has been the Executive Vice President and Managing Director,
Southeast Asian Operations of the Company since February 1998. From November
1996 to February 1998, Mr. Lee served as the Managing Director, Southeast Asian
Operations. From 1988 to November 1996, Mr. Lee served as the Managing Director
of Safeskin Corporation (Malaysia) Sdn. Bhd., the Company's manufacturing
subsidiary. From 1985 through 1988, Mr. Lee was the Managing Director of
Dynacraft (Malaysia) Sdn. Bhd., a subsidiary of National Semiconductor
Corporation. Mr. Lee holds an M.S. degree in management from the Asian Institute
of Management, The Philippines.
Mr. Morash has been the Executive Vice President and Chief Financial
Officer of the Company since August 1994. Formerly, as Managing Director, he
helped found Bedford Management Group, Inc. in 1992, a twenty member consulting
firm specializing in advising clients on financial, marketing and human resource
issues. From 1990 to 1992, Mr. Morash was Executive Vice President, Chief
Financial Officer of H.B.S.A. Industries, a department store fixture and
construction firm. His prior experience includes the positions of Vice
President, Treasurer of Merrill Lynch Realty, a publicly traded residential real
estate and relocation management firm, and Vice President, Business Investment
of Primerica Corporation, a diversified financial services company. Mr. Morash
holds a B.A. in economics from Columbia College and an M.B.A. in finance from
the Columbia Graduate School of Business.
Mr. Zabaronick was named Senior Vice President, Human Resources in
December 1997. Mr. Zabaronick served as Vice President, Human Resources for
Encad, Inc. from January 1997 to November 1997, and held the same position at
Brooktree Corporation from July 1987 to January 1997. Mr. Zabaronick holds a
B.A. degree in history and education from Franklin College and a M.B.A. degree
from Southern Illinois University.
Mr. John R Amat has served as the Company's Vice President, Medical
Marketing since October 1998. Prior to joining the Company, Mr. Amat served as
Director North American Commercial Operations for Beckman Coulter, Inc., a $1.8
billion medical supply company, from April 1997 to September 1998. From November
1990 to April 1997, Mr. Amat held various positions with Sanofi Diagnostics
Pasteur, the $250 million medical division of Elf Aquitane, including Vice
President, General Manager of North America and Latin America. Mr. Amat holds a
B.S. in Biology/Chemistry from Spring Hill College, Mobile Alabama and attended
medical school at the University of Navarra, Pamplona, Spain.
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Mr. Goldman has served as Vice President of Finance since April 1996, as
Secretary since May 1996, and as Controller of the Company since August 1991.
Mr. Goldman was previously employed by Coopers & Lybrand L.L.P. and became a
certified public accountant in 1980. He holds a B.B.A. degree in accounting from
Florida Atlantic University.
Mr. Hatch joined the Company in February 1998 as Vice President and
General Manager, Scientific Business upon the Company's acquisition of AQL, a
California-based marketer of glove products for the high technology and
scientific markets. Prior to joining the Company, Mr. Hatch served as President
of AQL, a company he founded in September 1992. He holds a B.S. degree in
political economics from the University of California at Berkeley.
Mr. LaRue has served as Vice President and Treasurer of the Company
since June 1997 and as Treasurer of the Company since January 1997. Between
January 1993 and January 1997, he was Treasurer of GDE Systems, Inc., a defense
electronics company. From March 1992 to January 1993, Mr. LaRue was a principal
of Fredericks, Shield & Co., an investment banking firm specializing in debt and
equity recapitalizations and merger and acquisition financing. Prior to March
1992, Mr. LaRue served as Vice President - Finance and Chief Financial Officer
of AMCON Corporation, a wholesale distribution company, and has served as a Vice
President of Bank of America, a financial services company. He holds a B.S.
degree in business administration and an M.B.A. in finance from the University
of Southern California.
Mr. Sleeuwenhoek has served as Vice President and General Manager,
International Business since February 1998 and as General Manager, International
Business since September 1997. Mr. Sleeuwenhoek joined the Company in March 1997
upon the Company's acquisition of Tactyl Technologies, Inc. ("Tactyl") and
continued to serve as Tactyl's General Manager until September 1997. From
September 1994 to March 1997 he served as President and Chief Executive Officer
of Tactyl. He served in the same positions for Mediscon, B.V., a Netherlands
company which specializes in the distribution of medical devices and medical
disposables, from February 1994 to September 1994. Mr. Sleeuwenhoek was an
Executive Vice President, and later President, of Interlander Spreigroup B.V., a
direct marketing company, from February 1990 to February 1994. He holds a B.A.
degree in international business administration from the American College in
Paris.
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COMPENSATION OF DIRECTORS
In December 1998, the Board of Directors revised the Amended and
Restated Equity Compensation Plan (the "Plan") to compensate outside directors
with 8,000 non-qualified stock options for services rendered as a director (each
a "Formula Grant"). Outside directors who were in office on December 9, 1998,
specifically Messrs. Cam Garner, Irving Jaffe, Howard Shecter, Jeffrey Stiefler
and Joseph Stemler, received the Formula Grant at the exercise price of $20.375,
the fair market value of the Common Stock on the date of the grant, in lieu of
cash compensation for 1999. Formula Grant options shall have a per share
exercise price equal to the fair market value of the Common Stock on the date of
grant (or on the most recently preceding business day). Of the 8,000 options
granted to each outside director on December 9, 1998, 3,000 options vested and
became exercisable on the date of grant and 2,500 options will vest and become
exercisable on each of the first and second anniversaries of the date of grant.
Formula Grant options expire on the tenth anniversary of the date of grant or 60
days after the individual ceases to serve as a director or employee of the
Company; provided, however, that in the event of an outside director's death or
disability, any stock option may thereafter be exercised, to the extent then
exercisable, for a period of one year from the date of such death or disability
or until the stated expiration of the Formula Grant, whichever period is
shorter.
Prior to December 1997, each outside director, upon election to the
Board was entitled to receive options to purchase 80,000 shares of Common Stock,
as adjusted for the 100% stock dividends distributed on January 2, 1997 and
April 1, 1998, at an exercise price equal to the fair market value of the Common
Stock on the date of grant. Such options were granted to each of the following
directors upon their election: in 1993, to Howard Shecter, in 1995, to Joseph
Stemler and in 1996, to Cam Garner. In December 1998, the Board amended the Plan
to provide that any new outside directors elected to the Board would receive
options to purchase 25,000 shares of Common Stock at an exercise price equal to
the fair market value of the Common Stock on the date of grant. Mr. Stiefler was
granted 25,000 options to purchase 25,000 shares of Common Stock on December 9,
1998 upon his election to the Board. The options granted to outside directors
upon their election become exercisable at the rate of 20% on each anniversary of
the date of grant and expire on the tenth anniversary of the date of grant or 60
days after such individual ceases to serve as a director or employee of the
Company. The employee directors do not receive additional compensation for their
services as director.
Beginning in 1993, the Company began paying Irving Jaffe for his
services as Chairman of the Board and for consulting services provided to the
Company in the areas of marketing and public relations. During 1998 Irving Jaffe
was paid at a rate of $100,000 per annum for his consulting services. Effective
April 1, 1999, Irving Jaffe will be paid at a rate of $50,000 per annum for his
consulting services. Beginning in 1997, Mr. Braverman entered into a consulting
agreement with the Company. During 1998, Mr. Braverman was paid at a rate of
$300,000 per annum and received a bonus of $150,000. In addition, in January
1999, Mr. Braverman received, in connection with his service as a consultant,
20,000 options at the exercise price of $21.50, the fair market value of the
Common Stock on the date of the grant. These options become exercisable at the
rate of 20% on each anniversary of the date of grant and expire on the tenth
anniversary of the date of grant or 60 days after Mr. Braverman ceases to serve
as a director, consultant or employee of the Company. Effective April 1, 1999,
Mr. Braverman will continue to be paid as a consultant at a rate of $200,000 per
annum and be eligible to receive a bonus of $100,000 based on achieving certain
objectives. Mr. Braverman does not receive either cash compensation or the
Formula Grant for his services as director.
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<PAGE> 8
COMMITTEES AND MEETINGS
During the year ended December 31, 1998, the Board of Directors held six
regular meetings. All of the directors attended at least 75 percent of the
number of meetings of the Board of Directors and of the committees thereof held
during their respective terms.
The Executive Committee consisted of Neil K. Braverman, Richard Jaffe
and Howard L. Shecter during 1998. The Executive Committee held one meeting
during the year ended December 31, 1998. The Executive Committee has all the
authority held by the full Board of Directors, except with respect to certain
matters reserved to the Board of Directors by law.
The Compensation Committee consisted of Cam Garner and Joseph Stemler
during 1998. The Compensation Committee held five meetings during the year ended
December 31, 1998. The primary function of the Compensation Committee is to
review and approve the Company's compensation policies and practices, to propose
compensation levels for executive officers and other key employees and to
administer the Plan.
The Audit Committee consisted of Cam Garner, Joseph Stemler and Howard
L. Shecter during 1998. The Audit Committee held one meeting during the year
ended December 31, 1998. The primary function of the Audit Committee is to
assist the Board of Directors in fulfilling its responsibilities with respect to
the accounting and financial reporting practices of the Company and to address
the scope and results of the audit and other services performed by the Company's
independent accountants.
The Board of Directors does not have a separate nominating committee and
therefore performs the functions of a nominating committee.
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors, executive officers and persons owning more
than 10% of the Company's equity securities to file with the Securities and
Exchange Commission reports of ownership of the Company's equity securities.
During the year ended December 31, 1998, Mr. Jeffrey Stiefler filed the initial
statement of beneficial ownership after the due date. During the year ended
December 31, 1998, Mr. David Morash filed one statement of beneficial ownership
after the due date for one transaction and Mr. William LaRue filed three
statements of beneficial ownership after the due date, each of which reported
one transaction.
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Item 11. Executive Compensation
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
-------------------------------------- ----------------------------
Securities
Name and Principal Other Annual Underlying OTHER
Position Year Salary Bonus(3) Compensation Options COMPENSATION(4)
- ------------------------------ ---- ------- -------- ------------ ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Richard Jaffe, Chairman of the 1998 $468,750 $407,778 * 1,600,000 $172,205
Board, President and Chief 1997 450,000 450,000 * 600,000 17,229
Executive Officer 1996 450,000 360,000 * 1,100,000 3,167
Terrance J. Bieker, Executive 1998 $275,000 $192,720 $195,020 -- $ 13,333
Vice President and Chief 1997 15,279 9,721 * 200,000 --
Operating Officer(1)
David L. Morash, Executive 1998 $226,054 $144,623 * 50,000 $ 63,610
Vice President and Chief 1997 214,240 140,000 * -- 9,926
Financial Officer 1996 206,000 120,000 * 120,000 3,167
Lee Chee Ming, Executive 1998 $161,885 $108,744 * 50,000 --
Vice President and Managing 1997 162,391 140,791 * -- --
Director, Southeast Asian 1996 157,673 59,583 * 120,000 --
Operations(2)
Robert W. Zabaronick, Sr. 1998 $180,000 $130,120 * -- $ 8,700
Vice President-Human 1997 15,000 0 * 100,000 6,917
Resources
</TABLE>
*Value of perquisites and other personal benefits paid does not exceed the
lesser of $50,000 or 10% of the total annual salary and bonus reported for the
executive officer and, therefore is not required to be disclosed pursuant to
Securities and Exchange Commission rules.
(1)Mr. Bieker served as Executive Vice President and Chief Operating Officer
until March 1999.
(2) All amounts paid to Mr. Lee are paid in Malaysian ringgits and converted to
dollars at the exchange rate for 1998 (US $1.00 = M $3.8976), 1997 (US $1.00 = M
$2.8250) and 1996 (US $1.00 = M $2.5175).
(3)Includes amounts accrued during year presented but paid in the subsequent
year.
(4) Amounts shown include the Company's matching contributions to the Company's
401(k) plan and deferred compensation plan.
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STOCK OPTION GRANTS AND EXERCISES
The following tables set forth the stock options granted to and
exercised by the Named Officers during the year ended December 31, 1998.
OPTION GRANTS
<TABLE>
<CAPTION>
POTENTIAL REALIZED VALUE AT
NUMBER OF % OF TOTAL ASSUMED ANNUAL RATES OF STOCK
SECURITIES OPTIONS EXERCISE PRICE APPRECIATION FOR
UNDERLYING GRANTED TO PRICE PER OPTION TERM
OPTIONS EMPLOYEES IN SHARE EXPIRATION -----------------------------
NAME GRANTED(#)(1) FISCAL-YEAR ($/SH)(1) DATE 5%($) 10%($)
- ---- ------------- ------------ --------- --------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Richard Jaffe 400,000 14.30% $ 26.3125 January 15, 2008 $ 6,619,116 $ 16,774,139
400,000(2) 14.30% 38.0625 May 6, 2008 9,574,921 24,264,729
400,000(2) 14.30% 40.0000 May 6, 2008 8,799,921 23,489,729
400,000(2) 14.30% 50.0000 May 6, 2008 4,799,921 19,489,729
Terrance J. Bieker -- -- -- -- -- --
David L. Morash 50,000 1.79% $ 26.3125 January 15, 2008 $ 827,389 $ 2,096,767
Lee Chee Ming 50,000 1.79% $ 26.3125 January 15, 2008 $ 827,389 $ 2,096,767
Robert W. Zabaronick -- -- -- -- -- --
</TABLE>
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(1) All share and exercise price per share data have been adjusted to reflect
the 100% stock dividend paid by the Company on April 1, 1998.
(2) These performance stock options were approved by shareholders on May 6,
1999. These options vest and become immediately exercisable if the price of the
Common Stock reaches the exercise price within a specified period. Those options
with an exercise price of $38.0625 and $40.00 vested during 1998.
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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
SHARES NUMBER OF SECURITIES VALUE OF UNEXERCISED
ACQUIRED ON VALUE UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
NAME EXERCISE(#) REALIZED($) OPTIONS AT YEAR-END(#) AT YEAR-END($)(1)
---- ----------- ------------ ------------------------- ---------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Richard Jaffe 520,000 $16,733,375 2,521,000 1,080,000 $ 26,339,563 $5,557,500
Terrance J. Bieker 0 0 40,000 160,000 0 0
David L. Morash 14,700 $ 484,931 173,300 182,000 $ 3,458,831 $2,621,250
Lee Chee Ming 0 0 192,000 194,000 $ 3,852,000 $2,871,000
Robert W. Zabaronick 0 0 20,000 80,000 $ 65,000 $ 260,000
</TABLE>
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(1) Calculated based on the difference between the fair market value of the
Common Stock of $24.125 per share on December 31, 1998 and the exercise
price of such options.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee (the "Committee") consisted of Cam Garner and
Joseph Stemler during 1998. Neither of the committee members has ever been an
officer or employee of the Company or its subsidiaries.
COMPENSATION COMMITTEE REPORT
The Committee has the authority to determine the compensation of the
Company's executive officers and to administer the Plan. The Committee currently
consists of two outside directors who are not officers or employees of the
Company. The Committee currently meets the requirements of outside directors
under Section 162(m) of the Internal Revenue Code of 1986, as amended.
The Committee believes that the Company's compensation plans should be
administered in a manner that will enable the Company to:
(1) recruit, develop and retain the highest quality executives, by
paying executives base compensations competitive with those of
its peers;
(2) maximize financial performance, balancing appropriately the
short and long term goals of the Company; and
(3) align the interests of Company executives with those of its
shareholders through the use of stock options to link a
significant portion of compensation to increases in shareholder
value.
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To achieve its policy goals, the Committee has utilized salary, cash
bonuses and non-cash compensation, including grants of stock and stock options.
The Committee has focused on the establishment of competitive salary levels for
each of its executive officers. The Committee has utilized publicly available
information in determining competitive salary levels, both for new and existing
executives.
The Company has retained a leading independent compensation consulting
firm to assist the Committee in defining appropriate policies with respect to
base and incentive compensation for the Company's executive officers and other
key employees. In developing such policies, the Committee considered information
and data concerning compensation paid by corporations that compete with the
Company for executive talent, including corporations engaged in high growth
(including technology-based) industries and manufacturing concerns, and not
necessarily the Company's peers that are used to compare shareholder returns.
Cash bonuses have been used to encourage and reward short term
performance. All executives officers were awarded cash bonuses in 1999 based on
1998 performance. The Committee has established a maximum bonus target for each
executive and determined the actual bonus amount to be paid to each executive
based upon the individual's performance as measured against the individual's
goals and responsibilities and upon the Company's performance. Factors such as
achievement of sales targets in the case of sales and marketing personnel,
product availability and quality in the case of manufacturing personnel and
other criteria in the case of financial and administrative personnel were taken
into consideration in this process. In addition, the Committee has established
an over-achievement bonus percentage for each executive which is paid if the
Company achieves previously established earnings per share targets.
Stock options have been utilized by the Committee to encourage and
reward both long term and short term compensation goals. The Committee believes
that stock options provide a particularly effective incentive for the
enhancement of shareholder value since the full benefit of stock option grants
will not be realized unless there has been appreciation in per share values over
an extended period of time. With the exception of certain options granted to the
Chief Executive Officer, all of the Company's option grants to employees vest in
installments over a period of years, generally five years, thus creating an
additional incentive for the individual to remain in the employ of the Company.
In addition, certain stock options have been structured to be utilized as an
incentive for short- and medium-term performance. The Committee authorized the
grant of stock options to selected employees, based upon the employee's
performance in 1998. The options would vest in installments of 20% per year over
the ensuing five years.
Prior to June 1996, compensation for the Company's Chief Executive
Officer, Richard Jaffe, and former Co-Chief Executive Officer, Neil Braverman,
was subject to the terms of employment agreements approved by the Board of
Directors in June 1993. Subsequent to June 1996, the Company sought to
compensate its Chief Executive Officer in a competitive manner that utilizes
salary, cash bonuses and non-cash compensation to closely align the interests of
the Chief Executive Officer with those of the shareholders. The cash bonus
awarded the Chief Executive Officer in 1999 for 1998 performance was based in
part on the individual's performance and in part on the Company's performance.
In 1998, shareholders approved a performance stock option grant of 1,200,000
shares to the Chief Executive Officer ("CEOPO"), granted by the Committee in
1997 subject to shareholder approval, the value of each of which was tied to
future increases in the price of the Company's Common Stock. Unlike options
granted under the Company's existing Amended and Restated Equity Compensation
Plan (the "Plan"), a significant portion of these options required the Company's
Common Stock price to increase significantly to a specified threshold level,
within a given time frame, before the Chief Executive Officer would have the
right to exercise the options. The exercise prices of these CEOPO were set to
ensure that the Chief Executive Officer would receive only minimal gain from the
CEOPO for average Company stock price growth, but provided significantly greater
rewards to the Chief Executive Officer for achieving well above average stock
price growth, thereby keeping the Chief Executive Officer focused on increasing
shareholder value. During 1998, two thirds of these CEOPO vested and became
immediately exercisable. The Chief Executive Officer will not receive subsequent
grants of restricted stock or stock options under the Plan or otherwise during
the three-year period after May 6, 1998, without shareholder approval.
Compensation Committee
Cam L. Garner
Joseph Stemler
10
<PAGE> 13
PERFORMANCE GRAPH
The following graph shows the total return to shareholders of an
investment in the Company's Common Stock as compared to (a) an investment in a
peer group (see "Peer Index") made up of (i) Ballard Medical Products, Inc.,
(ii) ICU Medical, Inc., (iii) Maxxim Medical, Inc., (iv) Arrow International,
Inc. and (v) Vital Signs, Inc. and (b) an investment in the Nasdaq Market
Index-U.S. (the "Nasdaq Index"). The four companies in the Peer Index have been
selected because they represent comparable companies in the medical products
manufacturing business.
Total shareholder return is determined by dividing (i) the sum of the
cumulative amount of dividends for a given period (assuming dividend
reinvestment) and the difference between the share price at the end and the
beginning of the period, by (ii) the share price at the end of the period.
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Safeskin Corporation 100.00 89.07 106.25 304.69 709.38 603.13
Peer Group Index 100.00 107.55 150.01 125.57 152.48 150.25
Nasdaq Market Index 100.00 97.75 138.26 170.01 208.58 293.21
</TABLE>
* Reflects performance related to $100 invested on January 1, 1994 in each
of the Company's Common Stock, the Peer Index and in the Nasdaq Index,
in each case including reinvestment of dividends, through fiscal year
ending December 31, 1998. All share data have been adjusted to reflect
the 100% Stock dividends paid by the Company on April 1, 1998 and
January 2, 1997.
11
<PAGE> 14
Item 12. Security Ownership of Certain Beneficial Owners and Management
SECURITY OWNERSHIP
The following table shows the number of shares of common stock of the
Company beneficially owned as of April 15, 1999 by (i) each person known to the
Company to beneficially own more than 5% of the outstanding shares of the
Company's common stock; (ii) each director and nominee for election as a
director; (iii) the Named Officers; and (iv) all directors and executive
officers of the Company as a group.
On April 15, 1999, there were 54,915,241 shares of Common Stock
outstanding. Unless indicated, each of the persons in the table below has sole
voting power and sole dispositive power as to all of the shares shown as
beneficially owned by them.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
NAME BENEFICIALLY OWNED(1) OF CLASS
---- --------------------- --------
<S> <C> <C>
Richard Jaffe 5,243,600(1)(4) 9.12%
Neil K. Braverman 4,754,240(2)(4) 8.51%
Irving Jaffe 2,749,528(3)(4) 5.00%
Terrance J. Bieker 40,360(4) *
Lee Chee Ming 332,124(4) *
David L. Morash 183,300(4) *
Robert Zabaronick 20,000(4) *
Cam Garner 44,000(4) *
Howard L. Shecter 130,000(4) *
Joseph Stemler 108,000(4) *
Jeffrey Stiefler 6,200(4) *
All directors and executive
officers as a group (19
persons) 13,729,352(4) 23.11%
</TABLE>
12
<PAGE> 15
----------------
* Does not exceed one percent.
The address of each 5% shareholder, other than those otherwise
specified, is c/o Safeskin Corporation, 12671 High Bluff Drive, San
Diego, California 92130.
(1) Includes (i) 986,600 shares held by Richard B. Jaffe and Ann Jaffe, as
trustees for the Jaffe Family Trust U/A/D 10/04/90 and (ii) 1,656,000
shares held by the R and A Family Partnership, L.P.
(2) Includes (i) 239,464 shares held directly by Neil Braverman or by a
trust for which Mr. Braverman is the beneficiary and trustee; (ii)
2,049,200 shares held, directly or indirectly, by the Braverman Family
Partnership, Ltd., of which Neil Braverman is a limited partner and
whose general partner is a corporation owned by Neil Braverman; (iii)
349,224 shares beneficially owned by Jeanne D. Braverman, the reporting
person's spouse; and (iv) 1,146,352 shares held by trusts for which Ms.
Braverman serves as trustee.
(3) Includes (i) 2,619,578 shares held by I&E Nevada Limited Partners, of
which Irving Jaffe has a 67.4% limited partnership interest, Eleanor
Jaffe has a 31.6% limited partnership interest and a company controlled
by Irving Jaffe has a 1% general partnership interest and (ii) 85,950
shares held by Daniel J. Gatto and Jack Jaffe, as co-trustees for the
Jaffe Charitable Remainder Unit Trust dated 1/23/98 of which Irving
Jaffe and his spouse are the sole beneficiaries and share investment
control over the assets held by the trust.
(4) Includes shares beneficially owned under currently exercisable options
as follows: Richard Jaffe - 2,601,000; Neil K. Braverman - 970,000;
Irving Jaffe - 44,000; Lee Chee Ming - 202,000; David Morash -183,300;
Cam Garner - 44,000; Howard L. Shecter -126,000; Joseph Stemler
-108,000; Jeffrey Stiefler - 3,000 and all directors and executive
officers as a group - 4,443,300.
Item 13 Certain Relationships and Related Transactions
In February 1998, the Company acquired AQL for approximately $7 million
plus certain contingent payments based upon the performance of the Company's
scientific business unit. Mr. Hatch, an executive officer of the Company,
founded AQL and served as its President until it was acquired by the Company. At
the time AQL was acquired by the Company, Mr. Hatch owned 92% of the outstanding
shares of AQL. During 1997, AQL advanced the sum of $102,000 to Mr. Hatch in
connection with Mr. Hatch's purchase of certain real estate. The loan bore
interest at a rate of eight percent per annum. The largest aggregate amount of
indebtedness outstanding during 1998 was $102,000. The loan was fully repaid,
including both principal and interest, in March 1998.
Mr. Shecter, a director of the Company, is a senior partner at Morgan,
Lewis & Bockius LLP which served as the Company's outside counsel during 1998.
13
<PAGE> 16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934 the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SAFESKIN CORPORATION
Dated: April 30, 1999 By: /s/ RICHARD JAFFE
____________________________
Richard Jaffe, Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ RICHARD JAFFE
_____________________ Chairman, President, Chief April 30, 1999
Richard Jaffe Executive Officer and Director
/s/ DAVID L. MORASH
_____________________ Executive Vice President and Chief April 30, 1999
David L. Morash Financial Officer
/s/ SETH S. GOLDMAN
_____________________ Vice President, Finance Controller April 30, 1999
Seth S. Goldman and Secretary
/s/ NEIL K. BRAVERMAN
_____________________ Director April 30, 1999
Neil K. Braverman
/s/ IRVING JAFFE
_____________________ Chairman Emeritus and Director April 30, 1999
Irving Jaffe
/s/ HOWARD L. SHECTER
_____________________ Director April 30, 1999
Howard L. Shecter
_____________________ Director April __, 1999
Joseph Stemler
/s/ CAM L. GARNER
_____________________ Director April 30, 1999
Cam L. Garner
/s/ JEFFERY STIEFLER
_____________________ Director April 30, 1999
Jeffrey Stiefler
</TABLE>
S-1
