<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
UROMED CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
UROMED CORPORATION
March 27, 1998
Dear Stockholder:
You are cordially invited to attend the Special Meeting of Stockholders
of UroMed Corporation (the "Company"), to be held at 10:00 a.m. on Friday,
May 15, 1998, at the offices of Bingham Dana LLP, 150 Federal Street, Boston,
Massachusetts (the "Meeting").
The Notice of Special Meeting and Proxy Statement that follow describe
the business to be considered and acted upon by the stockholders at the
Meeting.
The Board of Directors of the Company encourages your participation in
the Company's corporate governance and, to that end, solicits your proxy. You
may give your proxy by completing, dating, and signing the enclosed proxy and
returning it promptly in the enclosed envelope. You are urged to do so even
if you plan to attend the Meeting. We hope you will be able to join us on May
15, 1998.
SINCERELY,
John G. Simon
Chairman & CEO
64 A Street, Needham, Massachusetts 02194
<PAGE>
UROMED CORPORATION
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On May 15, 1998
--------------------------
Notice is hereby given that a Special Meeting of Stockholders of UroMed
Corporation (the "Company") will be held at the offices of Bingham Dana LLP, 150
Federal Street, Boston, Massachusetts on Friday, May 15, 1998 at 10:00 a.m.,
local time, to consider and act upon the following matters:
1) A proposal to elect two Class I directors of the Company, each to hold
a three-year term.
2) To consider and vote upon a proposal to amend the Company's Restated
Articles of Organization (the "Amendment") to effect a one-for-five
reverse stock split (the "Reverse Stock Split") pursuant to which every
five shares of UroMed common stock, no par value (the "Common Stock")
outstanding on the effective date of the Amendment would be converted
into one share of Common Stock. This proposal will decrease the number
of outstanding shares of Common Stock from approximately 26.8 million to
5.4 million. To avoid the existence of fractional shares of Common
Stock, stockholders who would otherwise be entitled to receive
fractional shares of Common Stock shall receive cash in lieu thereof.
3) A proposal to ratify the appointment of Price Waterhouse LLP as
independent accountants of the Company for the current fiscal year.
4) To transact such other business as may properly come before the Meeting
or any adjournments thereof.
This Special Meeting is being held in lieu of an annual meeting of
stockholders in 1998. Stockholders of record at the close of business on
March 20, 1998 will receive notice of the Meeting and be entitled to vote at
the Meeting or any adjournment thereof. All stockholders are cordially
invited to attend the Meeting. Information relating to the matters to be
considered and voted on at the Special Meeting is set forth in the proxy
statement accompanying this Notice.
BY ORDER OF THE BOARD OF DIRECTORS
March 27, 1998
THE BOARD OF DIRECTORS IS SOLICITING THE ENCLOSED PROXY. WHETHER OR NOT
YOU EXPECT TO BE PRESENT AT THE MEETING, COMPLETE, DATE AND SIGN THE ENCLOSED
PROXY AND RETURN IT IN THE PRE-ADDRESSED ENVELOPE PROVIDED FOR THAT PURPOSE.
IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW THE ENCLOSED PROXY GIVEN BY YOU
AND VOTE YOUR SHARES IN PERSON
<PAGE>
UROMED CORPORATION
64 A Street
Needham, MA 02194
---------------
PROXY STATEMENT
----------------
INTRODUCTION. This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of UroMed Corporation, a Massachusetts
corporation (the "Company"), of proxies for use at a Special Meeting of
Stockholders (the "Meeting") to be held at the offices of Bingham Dana LLP,
150 Federal Street, Boston, Massachusetts on Friday, May 15, 1998 at 10:00
a.m., local time, and at any adjourned session thereof. This Special Meeting
is being held in lieu of an annual meeting of stockholders in 1998. This
Proxy Statement and the enclosed Annual Report to Stockholders for the
Company's fiscal year ended December 31, 1997 are being mailed to
stockholders on or about April 10, 1998. The Annual Report does not constitute
any part of this Proxy Statement.
SOLICITATION. The entire cost of preparing, assembling, and mailing this
proxy material will be borne by the Company. In addition, the Company may
reimburse brokerage firms and other persons representing certain beneficial
owners of shares for their reasonable expenses in sending proxy material to
and obtaining proxies from such beneficial owners.
REVOCATION. A proxy may be revoked by a stockholder at any time prior to
its use by giving written notice of such revocation to the Clerk of the
Company, by appearing at the Meeting and voting in person, or by returning a
later dated proxy in the form enclosed.
QUORUM AND VOTING. Stockholders of record as of the close of business on
March 20, 1998 will be entitled to vote at the Meeting. As of such record
date, there were issued and outstanding and entitled to vote 26,831,378
shares of the common stock, no par value, of the Company (the "Common
Stock"). Holders of shares of Common Stock are entitled to one vote for each
share owned at the record date on all matters to come before the Meeting and
any adjournments thereof. The presence in person or by proxy of holders of a
majority of the shares of Common Stock entitled to vote at the Meeting
constitutes a quorum for the transaction of business.
TABULATION OF VOTES. All proxies will be voted in accordance with the
instructions contained therein. If no choice is specified for one or more
proposals in a proxy submitted by or on behalf of a stockholder, the shares
represented by such proxy will be voted in favor of such proposals and, in
the discretion of the named proxies, with respect to any other proposals that
may properly come before the Meeting. Broker non-votes (if the broker has
voted on at least one proposal) and proxies that withhold authority to vote
for election of a director or that reflect abstentions will be deemed present
for the purpose of determining the presence of a quorum for the transaction
of business. A broker non-vote will have no effect on the outcome of voting
on such proposal. An abstention with respect to a proposal will have the
effect of a vote against such proposal.
The Board of Directors does not know of any matters that will be brought
before the Meeting other than those matters specifically set forth in the Notice
of Special Meeting of Stockholders. However, if any other matter properly comes
before the Meeting, it is intended that the persons named in the enclosed
form of proxy, or their substitute acting thereunder, will vote on such matter
in accordance with their best judgment.
<PAGE>
STOCK OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of March 1, 1998 for (i) each person
who is known by the Company to own beneficially more than 5% of the outstanding
shares of Common Stock, (ii) each director of the Company, (iii) each of the
executive officers of the Company named in the Summary Compensation Table, and
(iv) all of the directors and officers of the Company as a group.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED(1)
--------------------------
<S> <C> <C>
NAME NUMBER PERCENT
- ------------------------------------------------------------------------------------------ ------------- -----------
John G. Simon............................................................................. 4,256,385(2) 15.9%
WisdomTree Capital Management, Inc........................................................ 1,569,500(3) 5.9%
1633 Broadway, 38th Floor
New York, NY10019
Joanne H. Moon............................................................................ 163,154(4) *
Steven J. Gilbert......................................................................... 219,793(5) *
Richard A. Sandberg....................................................................... 16,379(6) *
Thomas E. Tierney......................................................................... 57,630(7) *
David P. Fialkow.......................................................................... 88,630(8) *
Elizabeth B. Connell, M.D................................................................. 33,250(9) *
Paul J. Murphy............................................................................ 81,307(10) *
Alan West................................................................................. 15,953(11) *
Robert Lorette............................................................................ 8,667(12) *
Rick Epstein.............................................................................. -- --
All directors and executive officers as a group (12 persons).............................. 5,273,458(13) 19.7%
</TABLE>
- ------------------------
* Less than 1%.
(1) Unless otherwise indicated in these footnotes, each stockholder has sole
voting and investment power with respect to the shares beneficially owned.
Includes shares issuable upon exercise of options exercisable as of March 1,
1998 or within 60 days after such date.
(2) Includes (i) 32,920 shares held by The Clarendon 1993 Irrevocable Trust, of
which Mr. Simon is a Trustee and over which Mr. Simon shares investment and
voting control, (ii) 22,860 shares issuable upon exercise of stock options,
and (iii) 235,898 shares held by employees of the Company and Medical and
Scientific Advisory Board members with respect to whom Mr. Simon has the
right to direct the vote pursuant to contractual relationships between the
Company and such persons.
(3) Represents shares beneficially owned by WisdomTree Capital Management, Inc.
WisdomTree Capital Management, Inc. exercises sole voting power and shared
dispositive power over all shares. Based on information contained in a
Schedule 13G filed with the SEC dated February 17, 1998.
(4) Includes (i) 15,614 shares issuable upon exercise of incentive stock
options, (ii) an aggregate of 9,400 shares owned by trusts of which Ms. Moon
is a trustee for the benefit of her minor children, and (iii) 94,000 shares
owned by a revocable trust of which Ms. Moon's husband is the sole trustee.
Ms. Moon disclaims beneficial interest in these shares held by trusts for
the benefit of other persons.
(5) Includes 24,710 shares issuable upon exercise of stock options.
(6) Includes 16,210 shares issuable upon exercise of stock options.
(7) Includes 57,630 shares issuable upon exercise of stock options.
(8) Includes 8,250 shares issuable upon exercise of stock options.
(9) Represents 33,250 shares issuable upon exercise of stock options.
(10) Includes 77,817 shares issuable upon exercise of stock options.
(11) Includes 10,833 shares issuable upon exercise of stock options.
(12) Includes 8,667 shares issuable upon exercise of stock options.
(13) Includes 183,215 shares issuable upon exercise of stock options.
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Board of Directors is divided into three classes of two
members each, with the members of each such class serving a three year term.
Each year the Company's stockholders have the opportunity to elect the members
of one class. At the Meeting, the terms of the members of Class I, Mr. Steven J.
Gilbert and Dr. Elizabeth B. Connell, expire. Mr. Gilbert and Dr. Connell are
the only nominees for election as Class I Directors, for a term to expire at the
2001 Annual Meeting of Stockholders.
Unless authority is withheld, it is the intention of the persons voting
under the enclosed proxy to vote such proxy in favor of the election of Mr.
Gilbert and Dr. Connell to be directors of the Company until the 2001 Annual
Meeting of Stockholders and until their successors are elected and qualified.
The affirmative vote of a plurality of the shares of Common Stock present or
represented at the Meeting by proxy is required for the election of Mr. Gilbert
and Dr. Connell as Class I directors.
The Class II directors of the Company, with terms expiring at the 1999
Annual Meeting of Stockholders, are David P. Fialkow and Thomas E. Tierney. The
Class III directors of the Company with terms expiring at the 2000 Annual
Meeting of Stockholders, are John G. Simon and Richard A. Sandberg.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ALL STOCKHOLDERS VOTE
"FOR" EACH OF THE NOMINEES.
The following table sets forth, with respect to the members of the Board of
Directors, the name, age, length of service as a director and any service on
committees of the Board of Directors of the Company. For information regarding
the number of shares of the Company's Common Stock owned by each nominee and all
directors as of March 1, 1998, see "Stock Ownership of Principal Stockholders
and Management." The address for each person listed below is c/o the Company at
64 A Street, Needham, Massachusetts 02194.
<TABLE>
<CAPTION>
YEAR FIRST
BECAME POSITIONS AND OFFICES
NAME AGE DIRECTOR WITH THE COMPANY
- ----------------------------------------------- --- ----------- -----------------------------------------------
<S> <C> <C> <C>
John G. Simon.................................. 35 1990 President, Chief Executive Officer,
Director and Chairman of the Board
Elizabeth B. Connell, M.D...................... 72 1994 Director
David P. Fialkow(l)............................ 39 1991 Director
Steven J. Gilbert.............................. 50 1992 Director
Richard A. Sandberg(l)......................... 55 1991 Director
Thomas E. Tierney(l)........................... 70 1991 Director
</TABLE>
- ------------------------
(1) Member of the Compensation Committee and Audit Committee of the Board of
Directors.
BACKGROUND OF DIRECTORS
John G. Simon, Chairman of the Board of Directors, President, Chief
Executive Officer. Mr. Simon is the founder of the Company and has served as
President, Chief Executive Officer, and Chairman of the Board of Directors of
the Company since its inception in 1990.
Elizabeth B. Connell, M.D., Director. Dr. Connell has served as a
Director of the Company since 1994. Since 1981, she has served as a professor
in the Department of Gynecology and Obstetrics at Emory University School of
Medicine in Atlanta, Georgia and was appointed Professor Emeritus effective
January 1, 1997. Dr. Connell also currently serves as a consultant to the
U.S. Food and Drug Administration's OB/GYN Devices Panel.
<PAGE>
David P. Fialkow, Director. Mr. Fialkow has served as a Director of the
Company since 1991. Since October 1996 he has served as Chief Executive
Officer of Retail Growth Systems LLC, a credit card marketing company. He has
served as Chief Executive Officer of Alliance Development Group (formerly
CoBra Marketing, Inc.), a credit card/co-brand marketing company, since March
1995. Prior to that time, Mr. Fialkow served as President and co-founder of
National Leisure Group, Inc., a leisure travel company. Mr. Fialkow is also a
director of PNC, Bank New England.
Steven J. Gilbert, Director. Mr. Gilbert has served as a Director of the
Company since 1992. He has served as Chairman of Gilbert Global Equity
Capital, L.L.C., since 1997. He served as Managing General Partner of Soros
Capital L.P., the principal advisor to Quantum Industrial Holdings Ltd., from
1992 to 1997. He is also the Managing Director of Commonwealth Capital
Partners, L.P., a private equity investment fund, and a Limited Partner of
Chemical Venture Partners. Mr. Gilbert is also a director of each of NFO
Research, Inc., Digicon Inc., GTS-Duratek, Inc., The Asian Infrastructure
Fund, Peregrine Indonesia Fund Limited, Sidney Harbor Casino Holdings Limited
and Terra Nova (Bermuda) Holdings Limited.
Richard A. Sandberg, Director. Mr. Sandberg has served as a Director of
the Company since 1991. Mr. Sandberg is a private investor and serves as
Chairman of the Board or Director of numerous private companies. From 1983 to
1998, he served in a variety of positions at DIANON Systems Inc., an oncology
and gynecology marketing and database firm which he co-founded, most recently
serving as Chairman and Chief Executive Officer. From 1976 to 1983, Mr.
Sandberg served as President of CUC International Inc., a consumer services
membership company.
Thomas E. Tierney, Director. Mr. Tierney has served as a Director of the
Company since 1991. He has served as the Chairman of T.E.T. Associates, a
health care consulting firm, since 1988 and as the Chairman of Warehouse
Products Testing Corp. from 1994 to 1996. He was formerly with Kendall Co., a
health products firm, from 1951 to 1988 where he held numerous positions
including Executive Vice President and General Manager of the Hospital
Division and Group Executive for the Health Care Business. Mr. Tierney is
also a Director of Procyte Corporation.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
During the Company's fiscal year ended December 31, 1997, the Board of
Directors held four meetings and acted two other times by written consent in
lieu of a meeting. Each of the Company's directors attended at least 50% of
all meetings of the Board held while he or she was a Board member and of all
committees of which he was a member.
Each of the Audit Committee of the Board of Directors (the "Audit
Committee") and the Compensation Committee of the Board of Directors (the
"Compensation Committee") presently are composed of three directors: David P.
Fialkow, Richard A. Sandberg, and Thomas E. Tierney. Responsibilities of the
Audit Committee include engagement of independent accountants, review of
audit fees, supervision of matters relating to audit functions, review of
internal policies and procedures regarding audits, accounting and other
financial controls, and reviewing related party transactions. During 1997,
the Audit Committee held two meetings. Responsibilities of the Compensation
Committee include approval of remuneration arrangements for executive
officers of the Company, review and approval of compensation plans relating
to executive officers and directors, including grants of stock options and
other benefits under the Company's Amended and Restated 1991 Stock Option
Plan (the "1991 Stock Option Plan"), and general review of the Company's
employee compensation policies. During 1997, the Compensation Committee held
three meetings and acted four other times by written consent.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee currently consists of three outside
directors, David P. Fialkow, Richard A. Sandberg and Thomas E. Tierney. No
member of the Compensation Committee is a former or current officer or
employee of the Company. To the Company's knowledge, there were no other
relationships involving members of the Committee or other directors of the
Company requiring disclosure in this Proxy Statement.
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain compensation information for the
fiscal years ended December 31, 1997, 1996 and 1995 with respect to the
Company's Chief Executive Officer and the four other highest compensated
executive officers of the Company whose total salary and bonuses for the
fiscal year indicated exceeded $100,000, and certain other executive officers
of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG TERM
COMPENSATION COMPENSATION
--------------------- ---------------------------
<S> <C> <C> <C> <C> <C>
SECURITIES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) OPTIONS COMPENSATION
- ----------------------------------------------------- --------- ---------- ----------- ------------ -------------
John G. Simon
Chairman of the Board, Chief Executive 1997 $167,522 $ -- 14,500 $ --
Officer & President 1996 159,188 37,332 22,000 --
1995 150,000 30,000 12,000 --
Joanne H. Moon
Managing Director of Operations 1997 151,344 -- 14,500 --
1996 136,687 31,540 11,000 --
1995 123,708 20,000 12,000 --
Paul J. Murphy
Chief Financial Officer and Treasurer 1997 139,602 21,120 15,400 --
1996 132,656 29,112 11,000 --
1995 122,500 10,000 12,000 --
Richard M. Epstein
Managing Director of New Product 1997 133,981 28,210 31,700 47,700(4)
Research, Development and Acquisition 1996 27,083 -- -- --
Robert C. Lorette
Vice President, Corporate 1997 130,469 25,130 38,200(2) --
Development 1996 105,128 21,250 --(2) --
Alan I. West
Managing Director, Assurance Medical 1997 130,469 31,950 125,000(3) --
Division 1996 113,702 24,250 --(3) --
</TABLE>
- ------------------------
(1) Bonus amounts reflected for 1997 and 1996 relate to such years but were paid
in February 1998 and February 1997, respectively.
(2) 1997 stock option grants include 20,000 stock options, originally issued in
1996 and repriced in 1997. During 1997, these 1996 options were canceled and
reissued.
(3) 1997 stock option grants include 25,000 stock options, originally issued in
1996 and repriced in 1997. During 1997, these 1996 options were canceled and
reissued.
(4) 1997 amount pertains to relocation and related payments.
<PAGE>
Option Grants in Last Fiscal Year
Individual Grants
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF STOCK PRICE
SECURITIES OPTIONS GRANTED APPRECIATION FOR OPTION TERM
UNDERLYING TO EMPLOYEES IN EXERCISE EXPIRATION --------------------------------
NAME OPTIONS GRANTED (1) FISCAL YEAR PRICE ($/SH) DATE 5% 10%
- --------------------- ------------------- ------------------- ------------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
John G. Simon 12,000 1.30% $4.13 8/05/02 $ 7,942 $ 23,001
2,500 0.27% 4.40 5/01/02 1,763 5,105
Joanne H. Moon 12,000 1.30% $3.75 5/01/07 $ 28,300 71,718
2,500 0.27% 4.00 8/05/07 6,289 15,937
Paul J. Murphy 12,900 1.40% 3.75 5/01/07 30,423 77,097
2,500 0.27% 4.00 8/05/07 6,289 15,937
Richard M. Epstein 31,700 3.44% 3.75 5/01/07 74,760 189,456
Robert C. Lorette 20,000 (2) 2.17% 4.75 9/19/07 59,745 151,406
14,700 1.60% 3.75 5/01/07 34,668 87,855
3,500 0.38% 4.00 8/05/07 8,805 22,312
Alan I. West 25,000 (2) 2.71% 4.75 9/19/07 74,681 189,257
22,900 2.49% 3.75 5/01/07 54,006 136,863
77,100 8.37% 4.00 8/05/07 193,951 491,510
</TABLE>
- ------------------------
(1) Grants under the 1991 Stock Option Plan. These options have a five-year
vesting period, with 40% vesting after the first two years and the remainder
monthly at a rate of 1.67% per month for the remaining three years. Such
options are not transferable, other than by will or the laws of descent and
distribution.
(2) Stock option grant were repriced in 1997; see Option Repricing Schedule
Option Exercises in Last Fiscal Year and Fiscal Year End Option Values
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY
NUMBER OF 12/31/97 OPTIONS AT 12/31/97 (2)
SHARES ACQUIRED VALUE REALIZED ----------------------------- --------------------------
NAME ON EXERCISE (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------ ------------------- ----------------- ----------- ---------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John G. Simon................. -- $ -- 22,060 42,900 $ 43,120 $ --
Joanne H. Moon................ -- -- 37,573 76,827 $ 119,096 26,734
Paul J. Murphy................ -- -- 70,683 62,717 -- --
Richard M. Epstein............ -- -- -- 31,700 -- --
Robert C. Lorette............. -- -- -- 38,200 -- --
Alan I. West.................. -- -- 9,167 115,833 -- --
</TABLE>
- ------------------------
(1) Value realized is based on the fair market value of the Common Stock as of
the date of exercise minus the exercise price.
(2) Value is based on the closing sale price of the Common Stock as of the last
business day of the year, minus the exercise price.
In September 1997, the Company (on a selective basis to include no more
than one grant per employee) elected to reprice 159,300 outstanding
common stock options to reflect the currently declining market value per
share of common stock. The selection identified key individuals and those
related options with exercise prices greater than $8.50 per
<PAGE>
share. This repricing action canceled the old option and issued a
new option with a lower exercise price.
OPTION REPRICING
<TABLE>
<CAPTION>
NUMBER OF EXERCISE LENGTH OF
SECURITIES MARKET PRICE PRICE ORIGINAL OPTION
UNDERLYING OF STOCK AT OF STOCK AT TERM
OPTIONS TIME OF TIME OF NEW EXERCISE REMAINING AT THE
NAME DATE REPRICED REPRICING REPRICING PRICE DATE OF REPRICING
- -------------------------- --------- ----------- ------------- ------------- ------------- --------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert C. Lorette
Vice President, Corporate
Development............. 9/19/97 $ 20,000 $ 4.75 $ 10.00 $ 4.75 8 years and 5 months
Alan I. West
Managing Director,
Assurance Medical
Division................ 9/19/97 25,000 4.75 10.00 4.75 8 years and 7 months
</TABLE>
EMPLOYMENT AGREEMENTS WITH EXECUTIVE OFFICERS
The Company has entered into an employment agreement with John G. Simon
for an initial term of two years, effective as of March 17, 1997. The
agreement is renewable at the option of both parties and provides for (i) an
annual base salary of $168,525 subject to annual review and increase, (ii)
such incentive bonus payments as the Company may from time to time determine,
(iii) a cancellation payment in the event that Mr. Simon's employment with
the Company is terminated without cause equal to the amount of compensation
Mr. Simon would otherwise have received from the Company during the remainder
of the term of the employment agreement, and (iv) an additional severance
payment equal to six months' base salary in the event that Mr. Simon's
employment terminates other than for cause whether during or after the term
of the employment agreement. Mr. Simon's employment agreement also provides
for assignment to the Company of his rights to inventions and proprietary
information and contains confidentiality and non-competition provisions.
The Company has entered into "at-will" employment agreements with Paul J.
Murphy, Richard M. Epstein, Robert C. Lorette and Alan West for initial terms
of five years each, dated as of May 5, 1994, October 15, 1996, February 28,
1996 and February 5, 1996, respectively. The agreements with Mr. Murphy, Mr.
Epstein, Mr. Lorette and Mr. West provide for such incentive bonus payments
as the Company may from time to time determine. The current semi-monthly
salaries are $5,852 for Mr. Murphy, $5,606 for Mr. Epstein, $5,469 for Mr.
Lorette and $5,469 for Mr. West. All of these salaries are subject to annual
review and adjustment.
DIRECTOR COMPENSATION
The Company pays the travel expenses of non-employee directors for
attendance at meetings of the Board of Directors and committees thereof. Cash
compensation of $500 per meeting and a $2,000 annual retainer per person is
paid to the Directors.
In addition, under the terms of the 1991 Stock Option Plan each
non-employee director of the Company receives quarterly grants of options to
purchase 750 shares of the Common Stock, and each non-employee director who
is first elected to the Board after September 15, 1995 will receive options
to purchase 20,000 shares of Common Stock.
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
COMPENSATION PHILOSOPHY
The objectives of the Company's executive compensation program are to align
compensation with business objectives and individual performance, and to enable
the Company to attract, retain and reward executive officers who contribute to
the long-term success of the Company. The Company's executive compensation
philosophy is based on the following principles:
- Competitive and Fair Compensation
The Company is committed to providing an executive compensation program
that helps attract and retain highly qualified executives. To ensure that
compensation is competitive, the Company compares its compensation practices
with those of comparable medical products and other relevant companies in a
similar stage of development. The Company also seeks to achieve a balance of
the compensation paid to a particular individual and the compensation paid
to other executives both inside the Company and at comparable companies.
- Short-term Cash Compensation
Cash compensation consists of two components: annual salary and cash
incentive compensation. The annual salaries of the executive officers are
evaluated based upon corporate and individual performance. Corporate
performance is evaluated by reviewing the extent to which strategic and
business plan goals and milestones are met. Individual performance is
evaluated by reviewing attainment of specified individual objectives and
milestones and the degree to which teamwork and Company values are fostered.
Cash incentive compensation is based upon the achievement of functional,
divisional and corporate goals as well as individual performance.
- Long-term Incentive Compensation
Because not all short-term management accomplishments are directly
related to changes in short-term stockholder value, the Compensation
Committee believes that management should also have a long-term compensation
component related to increasing stockholder value. To assure that executive
officers' goals and accomplishments are linked with increasing stockholder
value, the Compensation Committee believes that the grant of options to
purchase the Company's Common Stock that become exercisable over an extended
period of time should be an integral part of the overall compensation
philosophy.
COMPENSATION PROGRAM COMPONENTS
Annual compensation for the Company's executive officers currently consists
of three elements-salary, cash incentive compensation and equity participation.
Executive officers are also entitled to participate in the same benefit plans
available to other employees. In setting the base salaries of the Company's
executive officers, the Compensation Committee reviews the range of compensation
paid to employees in similar positions of the companies in a similar state of
development in the medical and other relevant industries. While industry-wide
practices are deemed to be important indicators of appropriate compensations
levels, the Compensation Committee believes the most important considerations
are individual and corporate performance, in setting an executive's base salary
and cash incentive compensation.
On an annual basis, goals for Company performance and individual goals
and objectives for each of the Company's executive officers (including the
Chief Executive Officer) are established by the Compensation Committee. Every
six months, all executive officers other than the Chief Executive Officer are
evaluated by the Chief Executive Officer on their performance with respect to
their individual short-term goals and objectives. At this time, revised
quarterly goals and objectives are established, if appropriate. Based upon
their performance relative to their goals and objectives, the base salary of
executive officers other than the Chief Executive Officer is generally
adjusted once per year by the Compensation Committee.
On an annual basis, the Compensation Committee evaluates the achievement of
the annual goals and objectives established for the Chief Executive Officer and
his contribution to the Company.
In February 1998, the Company paid cash bonuses aggregating $106,410 to its
Chief Financial Officer, Managing Director of New Product Research, Development
and Acquisition, Vice President of Corporate Development and Managing Director,
Assurance Medical Division. The Compensation Committee intended for these
bonuses to represent compensation for such officers' contributions to the
development and achievements of the Company to
<PAGE>
December 31, 1997, including events prior to 1997. For the Company's 1998
fiscal year, the Compensation Committee has set additional goals and
objectives for Company performance, as well as additional individual goals
and objectives, with the intention of reviewing the appropriateness of
additional incentive cash compensation for such year. Please refer to the
table entitled "Summary Compensation" elsewhere in this Proxy Statement for
information relating to the base salaries and cash bonus payments made during
the Company's last three completed fiscal years to certain of its executive
officers.
Stock option awards are designed to promote the identity of long-term
interests between the Company's employees and its stockholders and assist in the
retention of executives. The size of option grants is generally intended by the
Compensation Committee to reflect the executive's position with the Company and
his or her actual or potential contributions to the Company in relation to his
or her overall compensation. The Compensation Committee believes that stock
options have been and remain an excellent vehicle for compensating its
employees. Because the option exercise price of the employee is generally the
fair market value of the stock on the date of grant, employees recognize a gain
only if the value of the stock increases. Thus, employees with stock options are
rewarded for their efforts to improve the long-term value of the Common Stock.
Stock options, moreover, have been used to reward substantially all employees of
the Company, not just at the executive officer level. The option program
typically uses a five-year or greater vesting period to encourage employees to
continue in the employ of the Company. Please refer to the table entitled
"Option Grants in Last Fiscal Year" elsewhere in this Proxy Statement for
information regarding option grants to certain executive officers.
1997 COMPENSATION FOR THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
The amount and means of determining Mr. Simon's base annual salary for 1997
was fixed by the terms of his employment agreement with the Company, which was
effective as of March 17, 1997. This employment agreement provided for an annual
base salary of $168,525, subject to yearly review and increase (but not
decrease), and such incentive bonus payments as the Compensation Committee may
from time to time determine.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162 (M)
The Compensation Committee has not yet had the occasion to adopt a policy
on the 1993 amendment to the Internal Revenue Code of 1986, as amended (the
"Code"), disallowing deduction on compensation in excess of $1 million for
certain executives of public companies. The Company believes that options
granted under the 1991 Stock Option Plan are exempt from the limitation, and
other compensation expected to be paid during fiscal year 1998 is below the
compensation limitation.
Compensation Committee
David P. Fialkow
Richard A. Sandberg
Thomas E. Tierney
<PAGE>
SHAREHOLDER RETURN PERFORMANCE GRAPH
The following graph compares the performance of the Company's Common
Stock to the NASDAQ Stock Market Total Return Index for U.S. Companies (the
"NASDAQ Stock Market-U.S. Index") and the Hambrecht & Quist Growth Index
("H&Q Growth Index") over the period from the time of the Company's initial
public offering of Common Stock on March 16, 1994 to December 31, 1997. The
graph assumes that the value of an investment in the Company's Common Stock
and each index was $100 at March 16, 1994 and that all dividends were
reinvested.
TABLE OF PLOT POINTS FOR PERFORMANCE GRAPH
<TABLE>
<CAPTION>
NASDAQ STOCK
DATES UROMED CORP. H&Q GROWTH MARKET-U.S.
- --------- ------------- ------------- -------------
<S> <C> <C> <C>
3/16/94 100 100 100
Mar-94 75.00 88.77 93.06
Apr-94 76.56 86.80 91.86
May-94 78.13 83.09 92.08
Jun-94 56.25 76.07 88.71
Jul-94 59.38 78.06 90.53
Aug-94 53.13 90.02 96.30
Sep-94 45.31 92.13 96.06
Oct-94 46.88 95.04 97.95
Nov-94 62.50 94.77 94.70
Dec-94 68.75 97.85 94.96
Jan-95 74.21 97.30 95.49
Feb-94 89.06 104.06 100.54
Mar-95 85.94 109.14 103.53
Apr-95 87.50 109.82 106.79
May-95 76.56 109.38 109.54
Jun-95 101.56 123.44 118.42
Jul-95 106.25 141.02 127.12
Aug-95 118.75 144.74 129.70
Sep-95 125.00 153.97 132.68
Oct-95 132.81 154.96 131.92
Nov-95 126.56 161.37 135.02
Dec-95 160.94 163.30 134.30
Jan-96 167.19 162.80 134.96
Feb-96 175.00 169.06 140.10
Mar-96 143.75 168.48 140.56
Apr-96 131.25 195.28 152.23
May-96 151.56 206.22 159.22
Jun-96 171.88 184.49 152.04
Jul-96 159.38 153.59 138.50
Aug-96 129.69 166.20 146.26
Sep-96 137.50 184.39 157.44
Oct-96 126.56 170.97 155.71
Nov-96 114.06 168.52 165.33
Dec-96 121.88 170.92 165.18
Jan-97 107.81 179.78 176.92
Feb-97 101.56 160.40 167.14
Mar-97 92.19 137.91 156.23
Apr-97 48.44 130.39 161.11
May-97 59.38 157.86 179.38
Jun-97 43.75 161.07 184.87
Jul-97 46.88 171.51 204.38
Aug-97 72.65 175.69 204.07
Sep-97 82.81 194.16 216.14
Oct-97 72.65 182.46 204.90
Nov-97 62.50 174.67 205.92
Dec-97 44.14 175.54 202.70
</TABLE>
<PAGE>
PROPOSAL 2
PROPOSED AMENDMENT TO THE RESTATED ARTICLES OF ORGANIZATION TO EFFECT THE
REVERSE STOCK SPLIT
GENERAL
The Company proposes to adopt a proposed amendment (the "Amendment") to the
Company's Restated Articles of Organization (the "Articles"), as specified in
the accompanying Notice of Special Meeting of Stockholders. The Amendment will
effect a one-for-five reverse stock split (the "Reverse Stock Split"). A form of
the Amendment is attached hereto as Exhibit A to this Proxy Statement. If the
Amendment is approved by the stockholders, each five shares of Common Stock, no
par value (the "Common Stock") outstanding on the effective date of the
Amendment (the "Effective Date") will be converted automatically into ONE share
of Common Stock ("New Common Stock"). To avoid the existence of fractional
shares of New Common Stock, stockholders who would otherwise be entitled to
receive fractional shares of Common Stock shall receive a cash distribution in
lieu thereof. The Effective Date of the Reverse Stock Split will be the date on
which the Amendment is filed with the Secretary of the Commonwealth of
Massachusetts, which is anticipated to be as soon as practicable following the
date of the Special Meeting. As of March 20, 1998, there were 26,831,378 shares
of Common Stock outstanding.
Background and Reasons for the Reverse Stock Split
On March 16, 1998 the Board of Directors adopted resolutions approving
the Amendment and directing that the Amendment be placed on the agenda for
the consideration of the stockholders.
The Board of Directors believes that the Reverse Stock Split is necessary to
prevent the Company from losing the designation of its Common Stock as a Nasdaq
National Market security, in effect being de-listed, due to new listing
requirements recently adopted by Nasdaq. Pursuant to the Nasdaq Marketplace
Rules, a security must "substantially meet" certain quantitative criteria "to
continue to be designated as a national market system security." The Company
does not meet a required maintenance standard because the minimum bid price per
share of the Common Stock is less than $5.00. Consequently, the Company hopes
that by undergoing the proposed Reverse Stock Split, the bid price per share of
the Common Stock will rise and remain above the minimum bid price per share of
$5.00.
There can be no assurances, however, that the market price of the Common
Stock immediately after implementation of the proposed Reverse Stock Split will
increase, and if it increases, no assurance that such increase can be maintained
for any period of time, or that such market price will approximate five times
the market price of the Common Stock before the proposed Reverse Stock Split.
The Company's Common Stock, since March 10, 1994, trades on the Nasdaq
National Market and trades under the trading symbol URMD. The following
tables set forth, for the periods indicated, the high and low closing prices
for the Common Stock as reported by the Nasdaq National Market for the
Company's past two fiscal years.
<TABLE>
<CAPTION>
COMMON STOCK
--------------------
HIGH LOW
--------- ---------
<S> <C> <C>
Fiscal Year Ending December 31, 1998
- ------------------------------------
First quarter (thru February 27, 1998).................................... $ 4 $ 2 1/4
Fiscal Year Ended December 31, 1997
- -----------------------------------
First quarter............................................................. $ 9 3/4 $ 6 3/8
Second quarter............................................................ 7 7/8 2 3/8
Third quarter............................................................. 6 7/8 2 7/8
Fourth quarter............................................................ 8 2/3 3 1/2
Fiscal Year Ended December 31, 1996
- -----------------------------------
First quarter............................................................. $ 16 1/2 $ 9 1/4
Second quarter............................................................ 14 1/2 8 3/4
Third quarter............................................................. 14 5/8 9 1/4
Fourth quarter............................................................ 12 1/4 8 3/4
</TABLE>
<PAGE>
EFFECTS OF THE REVERSE STOCK SPLIT
GENERAL EFFECTS. If the Amendment is approved by the stockholders, the
principal effect of the Reverse Stock Split will be to decrease the number of
outstanding shares from 26,831,378 shares to approximately 5,366,275 shares,
based on share information as of March 20, 1998.
In order that the Company may avoid the expense and inconvenience of issuing
and transferring fractional shares of New Common Stock upon the Reverse Stock
Split, stockholders who would otherwise be entitled to receive a fractional
share of New Common Stock ("Fractional Stockholders") shall receive payment in
cash in lieu of receiving a fractional share of New Common Stock. See "Exchange
of Shares and Payment in Lieu of Issuance of Fractional Shares."
EFFECT ON MARKET FOR COMMON STOCK. The Reverse Stock Split may leave
certain stockholders with one or more "odd-lots" of new Common Stock, i.e. stock
in amounts of less than 100 shares. These odd-lots may be more difficult to sell
or require greater transaction cost per share to sell, than shares in even
multiples of 100. On February 27, 1998, the closing sale price of the Common
Stock on the Nasdaq National Market was $2.344 per share. Upon the
effectiveness of the Reverse Stock Split, the Compensation Committee of the
Board of Directors shall make a proportional downward adjustment to the number
of shares subject to outstanding options and a corresponding upward adjustment
in the per share exercise prices to reflect the Reverse Stock Split.
FEDERAL INCOME TAX CONSEQUENCES
The following summary of the federal income tax consequences of the Reverse
Stock Split is based on current law, including the Internal Revenue Code of
1986, as amended (the "Code"), and is for general information only. The tax
treatment of a stockholder may vary depending upon the particular facts and
circumstances of such stockholder. Certain stockholders, including insurance
companies, tax-exempt organizations, financial institutions, broker-dealers,
non-resident aliens, foreign corporations and persons who do not hold the Common
Stock as a capital asset, may be subject to special rules not discussed below.
ACCORDINGLY, EACH STOCKHOLDER SHOULD CONSULT HIS TAX ADVISOR TO DETERMINE
THE PARTICULAR TAX CONSEQUENCES TO HIM OF THE REVERSE STOCK SPLIT, INCLUDING THE
APPLICATION AND EFFECT OF FEDERAL, STATE, LOCAL OR FOREIGN INCOME TAX AND OTHER
LAWS.
The receipt of shares of New Common Stock (excluding fractional shares of
New Common Stock) in the Reverse Stock Split should be a nontaxable transaction
under the Code for federal income tax purposes. Consequently, a stockholder
receiving shares of New Common Stock should not recognize either gain or loss,
or any other type of income, with respect to whole shares of New Common Stock
received as a result of the Reverse Stock Split. In addition, the aggregate tax
basis of such stockholder's shares of Common Stock prior to the Reverse Stock
Split will carry over in computing the tax basis of the stockholder's shares of
New Common Stock. Each Stockholder will be required to allocate his basis in his
shares of Common Stock ratably among the aggregate of (i) total number of shares
of New Common Stock owned following the Reverse Stock Split and (ii) the
fractional share, if any, in lieu of which cash is received. The holding period
of the shares of New Common Stock will include the holding period during which
the stockholder held the Common Stock, provided that such Common Stock was held
by the stockholder as a capital asset on the Effective Date.
The receipt by a stockholder of cash in lieu of a fractional share of New
Common Stock pursuant to the Reverse Stock Split will be a taxable transaction
for federal income tax purposes. The receipt of cash in lieu of a fractional
share of New Common Stock will result in gain or loss (rather than dividend
income) to such a stockholder assuming, as the Company believes, that such cash
distribution is undertaken solely for the purpose of saving the Company the
expense and inconvenience of issuing and transferring fractional shares of New
Common Stock. The amount of gain or loss realized will be equal to the cash
received, less the basis allocated to the fractional share as discussed in the
preceding paragraph. To the extent that a shareholder held shares of Common
Stock for more than eighteen months as of the Effective Date, any capital gain
or loss realized will be long-term capital gain or loss. Long-term capital gain
or loss realized by a shareholder that is an individual, estate or trust may be
eligible to be taxed at reduced rates if the Common Stock was held for longer
than eighteen months as of the Effective Date.
<PAGE>
Based on certain exceptions contained in regulations issued by the Internal
Revenue Service, the Company does not believe that it or stockholders receiving
cash in lieu of fractional shares will be subject to backup withholding or
informational reporting with respect to such cash.
EXCHANGE OF SHARES AND PAYMENT IN LIEU OF ISSUANCE OF FRACTIONAL SHARES
On or after the Effective Date, the Company will mail to each stockholder a
letter of transmittal. A stockholder will be able to receive his shares of New
Common Stock and, if applicable, cash in lieu of a fractional share of New
Common Stock only by transmitting to the Transfer Agent such stockholder's stock
certificate(s) for shares of Common Stock outstanding prior to the Reverse Stock
Split, together with the properly executed and completed letter of transmittal
and such evidence of ownership of such shares as the Company may require.
Stockholders will not receive certificates for shares of New Common Stock unless
and until the certificates representing their shares of Common Stock outstanding
prior to the Reverse Stock Split are surrendered.
STOCKHOLDERS SHOULD NOT FORWARD THEIR CERTIFICATES TO THE TRANSFER AGENT
UNTIL THE LETTER OF TRANSMITTAL IS RECEIVED AND SHOULD SURRENDER THEIR
CERTIFICATES ONLY WITH SUCH LETTER OF TRANSMITTAL.
No scrip or fractional share certificates for New Common Stock will be
issued in connection with the Reverse Stock Split. A payment in lieu of a
fractional shares of New Common Stock will be made to a Fractional Stockholder
promptly after receipt of a properly completed letter of transmittal and stock
certificate(s) for all of his shares of Common Stock outstanding prior to the
Reverse Stock Split.
There will be no service charges payable by the stockholders of the Company
in connection with the exchange of their certificates.
FOR THE REASONS STATED ABOVE, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT ALL STOCKHOLDERS VOTE "FOR" THE APPROVAL FOR THE AMENDMENT.
PROPOSAL 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP, independent accountants, have been independent
accountants of the Company since 1991. The Board of Directors has recommended
that the stockholders ratify the reappointment of Price Waterhouse LLP as the
Company's independent accountants for the current year.
A representative of Price Waterhouse LLP is expected to be present at the
Meeting and will be afforded an opportunity to make a statement, if such
representative desires to do so, and will be available to answer any appropriate
questions.
The Board of Directors recommends that the stockholders vote "FOR" the
proposal to ratify the appointment of Price Waterhouse LLP, and the enclosed
proxy will be so voted unless a contrary vote is indicated. The affirmative vote
of the holders of a majority of the shares of Common Stock entitled to vote on
this proposal is required for ratification of the appointment of Price
Waterhouse LLP. In the event the appointment of Price Waterhouse LLP should not
be ratified by the stockholders, the Board of Directors will make another
appointment to be effective at the earliest possible time.
<PAGE>
STOCKHOLDER PROPOSALS
The Board will make provision for presentation of proposals by stockholders
at the 1998 Annual Meeting of Stockholders (or special meeting in lieu thereof)
provided such proposals are submitted by eligible stockholders who have complied
with the relevant regulations of the Securities and Exchange Commission. Such
proposals must be received by the Company no later than December 3, 1998 to be
considered for inclusion to the Company's proxy materials relating to that
meeting.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company's directors, its
executive (and certain other) officers and any persons holding more than ten
percent of the Common Stock are required to report their ownership of the Common
Stock and any changes in that ownership to the Securities and Exchange
Commission. Specific due dates for these reports have been established and the
Company is required to report in this Proxy Statement any failure to file by
these dates during 1997. All of these filing requirements were satisfied by the
Company's directors, officers and ten percent holders, except that (i) the Forms
5 of each of David P. Fialkow and Stephen Gilbert each reporting four
transactions required or permitted to be reported on such form, were filed one
day late; (ii) the Form 4 of Joanne H. Moon reporting one transaction required
to be reported on such form was filed one day late. In making these statements,
the Company has relied upon the written representation of its directors,
officers and its ten percent holders and copies of the reports that they have
filed with Securities and Exchange Commission.
GENERAL
The Board of Directors of the Company knows of no matter other than the
foregoing to be brought before the Meeting. However, the enclosed proxy gives
discretionary authority in the event any additional matters should be presented.
THE COMPANY WILL PROVIDE FREE OF CHARGE TO ANY STOCKHOLDER FROM WHOM A
PROXY IS SOLICITED PURSUANT TO THIS PROXY STATEMENT, UPON WRITTEN REQUEST
FROM SUCH STOCKHOLDER, A COPY OF THE COMPANY'S ANNUAL REPORT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K FOR THE COMPANY'S FISCAL YEAR
ENDED DECEMBER 31, 1997. REQUESTS FOR SUCH REPORT SHOULD BE DIRECTED TO THE
MANAGER OF INVESTOR RELATIONS AT UROMED CORPORATION, 64 A STREET, NEEDHAM,
MASSACHUSETTS, 02194.
The Company expects to hold its next stockholder meeting on or about May 15,
1999 and proxy materials in connection with that meeting are expected to be
mailed approximately 30 days prior to the meeting.
John G. Simon
President
<PAGE>
Exhibit A
PROPOSED ARTICLES OF AMENDMENT TO THE
RESTATED ARTICLES OF ORGANIZATION OF UROMED CORPORATION
UroMed Corporation (the "Corporation"), a Massachusetts corporation, does
hereby certify:
FIRST: That pursuant to a written consent action of the directors of the
Corporation, a vote was duly adopted setting forth a proposed amendment of the
Restated Articles of Organization of the Corporation, and declaring such
amendment to be advisable and resolving to obtain stockholder approval of the
proposed amendment at the Special Meeting of the Stockholders of the Corporation
in lieu of the Annual Meeting for consideration thereof. The vote setting forth
the proposed amendment is as follows:
VOTED: Upon the Articles of Amendment to the Restated Articles of
Organization becoming effective pursuant to Massachusetts General Laws
(the "Effective Time"), each FIVE outstanding shares of common stock, no
par value ("Common Stock"), shall thereupon be reclassified and changed
into ONE share of common stock ("New Common Stock"). Upon such Effective
Time, each holder of Common Stock shall thereupon automatically be and
become the holder of ONE share of New Common Stock for every FIVE shares
of Common Stock then held by such holder. Upon such Effective Time, each
certificate formerly representing a stated number of shares of Common
Stock shall thereupon be deemed for all corporate purposes to evidence
ownership of New Common Stock in the appropriately reduced whole number
of shares. As soon as practicable after such Effective Time,
stockholders as of the date of the reclassification will be notified
thereof and, upon their delivery of their certificates of Common Stock
to the Corporation, will be sent stock certificates representing their
shares of New Common Stock, rounded down to the nearest whole number,
together with cash representing the fair value of such holder's
fractional shares of Common Stock. No scrip or fractional share
certificates for Common Stock will be issued in connection with this
reverse stock split.
SECOND: That thereafter, pursuant to a vote of the Board of Directors, a
meeting of the stockholders of the Corporation was duly called and held, upon
notice in accordance with Section 36 of Chapter 156B of the Massachusetts
General Laws at which meeting the necessary number of shares as required by
Section 70 of Chapter 156B of the Massachusetts General Laws voted in favor of
the amendment.
THIRD: That such amendment was duly adopted in accordance with the
provisions of Section 70 of Chapter 156B of the Massachusetts General Laws.
FOURTH: That the effective date of this amendment shall be , 1998.
<PAGE>
UroMed Corporation
Proxy for the Special Meeting of Stockholders to be held on May 15, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoint(s) John G. Simon
and Paul J. Murphy, and each of them, with full power of substitution, as
proxies to represent and vote as designated herein, all shares of stock of
UroMed Corporation which the undersigned would be entitled to vote if personally
present at the Special Meeting of Stockholders of the Company to be held at
Bingham Dana LLP, 150 Federal Street, Boston, Massachusetts on Friday May 15,
1998 at 10:00 a.m., or any adjourned session thereof.
In their discretion, the proxies are authorized to vote upon such other
matters as may properly come before the meeting or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. IF NO DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1, 2 AND 3 OF THE BOARD OF DIRECTORS, AND IN THE
DISCRETION OF THE BOARD OF DIRECTORS ON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING. Attendance of the undersigned at the meeting or at any
adjournment thereof will not be deemed to revoke this proxy unless the
undersigned shall vote in person at such meeting or revoke this proxy in writing
before it is exercised.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE
Please sign this Proxy exactly as your name appears on the reverse side
hereof. Joint owners should each sign personally. Trustees and other fiduciaries
should indicate the capacity in which they sign, and where more that one name
appears, a majority must sign. If a corporation, this signature should be that
of an authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
------------------------- ------------------------
<PAGE>
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
1. To elect the following persons as Class I Directors (except as marked below)
Steven J. Gilbert
Dr. Elizabeth B. Connell
<TABLE>
<CAPTION>
<S> <C> <C>
FOR WITHHOLD FOR ALL EXCEPT
[ ] [ ] [ ]
</TABLE>
INSTRUCTIONS: To withhold authority for any individual nominee, write that
nominee's name in the space provided.
- -------------------------
2. To amend the Restated Articles of Organization whereby the Company would
effect a one-for-five reverse stock split.
<TABLE>
<CAPTION>
<S> <C> <C>
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
</TABLE>
3. To ratify the appointment of Price Waterhouse LLP as independent
accountants of the Company for the 1998 fiscal year.
<TABLE>
<CAPTION>
<S> <C> <C>
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
</TABLE>
4. In their discretion, the holders of this Proxy are authorized to vote
upon such other business as may properly come before the Meeting or at any
adjourned sessions of the Meeting.
This Proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this Proxy will
be voted for Proposals 1, 2 and 3.
Please be sure to sign and date this Proxy.
Dated: ________________, 1998
STOCKHOLDER SIGN HERE
-------------------------
CO-OWNER SIGN HERE
-------------------------
Mark box at right if an address or comment has been noted on the reverse
side of this card. [ ]
