<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
</TABLE>
VOXEL
- --------------------------------------------------------------------------------
(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] Fee not required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
VOXEL
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
FRIDAY, MAY 30, 1997
TO THE SHAREHOLDERS OF VOXEL:
You are cordially invited to attend the Annual Meeting of Shareholders
of Voxel (the "Company"), which will be held at the Company's offices, 26081
Merit Circle, Suite 117, Laguna Hills, California 92653, on Friday, May 30, 1997
at 9:00 a.m. Pacific time, to consider and act upon the following matters:
(1) Election of Directors. To elect a Board of four (4) Directors. The
persons nominated, Dr. Wolfe and Messrs. Dishlip, Dreyfous, and Holliman, are
described in the attached Proxy Statement.
(2) Ratification of Auditors. To ratify the appointment of Ernst &
Young LLP as independent public accountants for the Company for the year ended
December 31, 1997.
(3) Other Business. To consider and act upon any other business matters
as may properly come before the meeting or any postponements or adjournments
thereof.
Only shareholders of record at the close of business on April 3, 1997
will be entitled to vote at the Annual Meeting or any adjournments thereof.
This Proxy Statement and the accompanying Proxy were mailed to
shareholders by American Stock Transfer and Trust Company, commencing on or
about April 25, 1997. The executive offices of the Company are located at 26081
Merit Circle, Suite 117, Laguna Hills, California 92653.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE SIGN,
DATE, AND RETURN THE ACCOMPANYING PROXY WITHOUT DELAY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. YOU ARE CORDIALLY INVITED TO ATTEND AND YOUR PROXY WILL
NOT BE USED IF YOU ARE PRESENT AND PREFER TO VOTE IN PERSON.
By Order of the Board of Directors,
STEPHEN J. HART
------------------------------------------
Stephen J. Hart, Secretary
Laguna Hills, California
April 4, 1997
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<S> <C>
Proxies......................................................................................... 1
Voting Securities............................................................................... 1
Security Ownership of Certain Beneficial Owners and Management.................................. 1
Election of Directors........................................................................... 3
Directors and Executive Officers................................................................ 5
Executive Compensation.......................................................................... 6
Additional Information.......................................................................... 10
</TABLE>
i
<PAGE> 4
VOXEL
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 30, 1997
PROXIES
The enclosed Proxy is solicited by and on behalf of the management and
Board of Directors of Voxel, a California corporation (the "Company"), for use
at the Company's Annual Meeting of Shareholders and at any adjournments thereof
(the "Annual Meeting") to be held at the Company's offices, 26081 Merit Circle,
Suite 117, Laguna Hills, California 92653, on May 30, 1997 at 9:00 a.m. Pacific
time. A Proxy for the Annual Meeting is enclosed, by means of which you may
direct your vote as to each of the proposals described in this Proxy Statement.
This Proxy Statement, the accompanying Proxy, and the Company's 1996 Annual
Report to Shareholders were first mailed to shareholders on or about April 25,
1997.
All Proxies which are properly completed, signed, and returned prior to
the Annual Meeting, and which have not been revoked, will be voted. A
shareholder may revoke his or her Proxy at any time before it is exercised by
filing with the Secretary of the Company at the Company's executive offices in
Laguna Hills, California, a written notice of revocation or a duly executed
Proxy bearing a later date, or by appearing in person at the Annual Meeting and
expressing a desire to vote his or her shares in person.
VOTING SECURITIES
April 3, 1997 has been fixed as the record date (the "Record Date") for
the determination of shareholders entitled to notice of and to vote at the
Annual Meeting. As of that date, the Company had outstanding 8,395,398 shares of
common stock, no par value per share (the "Common Stock"), the only outstanding
voting securities of the Company. The record holders of validly issued and
outstanding shares of Common Stock are entitled to one vote per share on all
matters to be voted on at the Annual Meeting, except that in the election of
directors all shareholders shall be entitled to cumulate votes for a candidate
or candidates whose names have been placed in nomination, if one or more
shareholders have given notice at the Annual Meeting, prior to voting, of the
intention to vote cumulatively. Cumulative voting is not available to
shareholders voting by proxy. If the shareholders are entitled to cumulate their
votes, they may give one candidate a number of votes equal to the number of
directors to be elected multiplied by the number of votes to which his or her
shares are entitled or may distribute his or her votes on the same principle
among as many candidates as the shareholder sees fit.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning Common
Stock ownership of (i) all persons known by the Company to own beneficially 5%
or more of the outstanding shares of Common Stock, (ii) each director and
nominee of the Company, (iii) each of the Company's executive officers named in
the Summary Compensation Table under the caption "Executive Compensation" below,
and (iv) all executive officers, directors and nominees for director of the
Company as a group, as of April 3, 1997. Except as otherwise indicated, based on
information furnished by the beneficial owners of the Common Stock listed below,
the Company
1
<PAGE> 5
believes that such owners have sole investment and voting power with respect to
such shares, subject to community property laws where applicable.
<TABLE>
<CAPTION>
Amount and
Beneficial Percentage
Name and Address Ownership of Class
---------------- --------- --------
<S> <C> <C>
Travelers Group Inc. (1) 1,132,740 13.5%
One Tower Square
Hartford, CT 06183
Shaw Venture Partners IV, L.P. 565,438 6.7%
111 Southwest Fifth Avenue, Suite 1090
Portland, OR 97204
Allan M. Wolfe, M.D. (2) 650,700 7.8%
Voxel
26081 Merit Circle, Suite 117
Laguna Hills, CA 92653
John M. Holliman, III (3) 355,737 4.2%
Valley Ventures, L.P.
6155 N. Scottsdale Rd., Suite 100
Scottsdale, AZ 85250
James C. Dreyfous (4) 342,092 4.1%
Utah Ventures
419 Wakara Way
Salt Lake City, UT 84108
Alan S. Dishlip (5) 12,001 *
First Portland Corporation
7145 Southwest Varns Street
Portland, OR 97223
James B. Anderson (5) 12,001 *
Travelers Group Inc.
One Tower Square
Hartford, CT 06183
All executive officers, directors and
nominees for director
as a group (10 persons) (6) 1,297,938 15.5%
</TABLE>
- --------------
* Less than one percent.
(1) Represents 430,326 shares of Common Stock held by The Travelers
Insurance Company and 702,414 shares of Common Stock held by The
Travelers Indemnity Company, which together comprise a group within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
(2) Includes (i) 77,254 shares of Common Stock, (ii) 253,355 shares of
Common Stock subject to options exercisable as of April 3, 1997 or
within 60 days thereafter, and (iii) 320,091 shares of Common Stock
held of record by Utah Ventures. Dr. Wolfe is a general partner of the
general partner of Utah Ventures. Dr. Wolfe disclaims beneficial
ownership of the shares of Common Stock held of record by Utah
Ventures.
(3) Includes 343,736 shares of Common Stock held of record by Valley
Ventures, L.P. and 12,001 shares of Common Stock subject to options
exercisable as of April 3, 1997 or
2
<PAGE> 6
within 60 days thereafter. Mr. Holliman is a general partner of the
general partner of Valley Ventures, L.P. Mr. Holliman disclaims
beneficial ownership of the shares of Common Stock held of record by
Valley Ventures, L.P.
(4) Includes (i) 320,091 shares of Common Stock held of record by Utah
Ventures, (ii) 5,000 shares of Common Stock held of record by trusts
for the benefit of Mr. Dreyfous' children, of which he is a co-trustee,
(iii) 12,001 shares of Common Stock subject to options exercisable as
of April 3, 1997 or within 60 days thereafter, and (iv) 5,000 shares
held by Mr. Dreyfous. Mr. Dreyfous is a general partner of the general
partner of Utah Ventures. Mr. Dreyfous disclaims beneficial ownership
of the shares of Common Stock held of record by Utah Ventures and by
the trusts for the benefit of his children.
(5) Represents 12,001 shares of Common Stock subject to options exercisable
as of April 3, 1997 or within 60 days thereafter.
(6) Includes (i) with respect to Drs. Wolfe and Anderson and Messrs.
Dishlip, Dreyfous, and Holliman, the shares of Common Stock identified
in footnotes (2), (3), (4), and (5) as held by such person or subject
to options exercisable by such person as of April 3, 1997 or within 60
days thereafter, (ii) with respect to the executive officers other than
Dr. Wolfe, a total of 245,498 shares of Common Stock held by such
persons or subject to options exercisable by such persons as of April
3, 1997 or within 60 days thereafter, and (iii) the shares of Common
Stock held of record by Valley Ventures, L.P., Utah Ventures, and the
trusts for the benefit of Mr. Dreyfous' children.
ELECTION OF DIRECTORS
The four (4) persons named below have been nominated by management for
election as directors to serve until the Annual Meeting to be held in 1998 and
until their respective successors are elected and shall qualify. Each of the
nominees has previously served as a director of the Company. The authorized
number of directors is five (5). The Travelers Group, Inc. has changed its
policy regarding directorships in its portfolio companies. Dr. James B.
Anderson, its representative, has, therefore, resigned as a director of the
Company, effective May 30, 1997, and has declined to be nominated for reelection
as a director at the Annual Meeting. The current directors are using their best
efforts to identify an individual to serve as the fifth director to fill the
vacancy on the Company's Board of Directors.
Unless otherwise instructed, the enclosed Proxy will be voted for
election of the nominees listed below, except that the persons designated as
proxies reserve full discretion to cast their votes for another person
recommended by management in the unanticipated event that any nominee is unable
or declines to serve.
<TABLE>
<CAPTION>
NAME OF NOMINEE AGE DIRECTOR SINCE
--------------- --- --------------
<S> <C> <C>
Allan M. Wolfe, M.D. (1) 59 1988
Alan S. Dishlip (1) (2) 45 1990
James C. Dreyfous (1) (2) 42 1991
John M. Holliman, III (2) 43 1993
</TABLE>
(1) Member of the Compensation Committee
(2) Member of the Audit Committee
3
<PAGE> 7
Allan M. Wolfe, M.D. has been President, Chief Executive Officer, and a
director of the Company since he co-founded the Company in April 1988. Since
March 1995, Dr. Wolfe has also been Chairman of the Company. From 1983 to 1988,
Dr. Wolfe was a general partner (and co-founder) of the Life Science Ventures
division of Hambrecht & Quist Venture Partners. From 1980 to 1983, Dr. Wolfe was
a consultant offering management, strategic, and technical expertise to several
companies in the life science industry, including American Hospital Supply
Corporation, Alza Corporation, and W.R. Grace & Co. From 1975 to 1980, Dr. Wolfe
was a Vice President at McGaw Laboratories, a division of American Hospital
Supply Corporation, with responsibility for research and development and
strategic and operational planning. Dr. Wolfe holds an M.D. from N.Y.U. School
of Medicine and was Chief Resident in Medicine at State University of New York,
Downstate Medical Center. Dr. Wolfe has also been a general partner of the
general partner of Utah Ventures since 1988 and a Special Limited Partner of
Crosspoint Venture Partners since 1989.
Alan S. Dishlip has served as a director of the Company since 1990. Mr.
Dishlip is Senior Vice President of First Portland Corporation, an equipment
leasing enterprise. Prior to joining First Portland in February 1995, Mr.
Dishlip was a limited partner of Shaw Venture Partners since 1983 and a general
partner of Shaw Venture Partners II since 1987. Both Shaw entities are venture
capital firms.
James C. Dreyfous has served as a director of the Company since 1991.
For the past thirteen years, Mr. Dreyfous has served in various capacities for
Utah Ventures, a venture capital fund, and currently serves as Managing General
Partner of its general partner.
John M. Holliman, III has served as a director of the Company since
1993, and previously from April 1990 through July 1991. Mr. Holliman has been a
general partner of the general partner of Valley Ventures L.P. (and its
predecessor, Arizona Growth Partners, L.P.), a Phoenix-based venture capital
investment partnership, since February 1993. From 1985 to February 1993, Mr.
Holliman served in various capacities, lastly as Senior Managing Director, of
Valley National Investors, Inc., the venture capital subsidiary of Valley
National Bank of Arizona. Mr. Holliman is also a director of Express America
Holdings Corporation, a financial services company, OrthoLogic Corporation, a
medical device company and DenAmerica Corporation, a restaurant management
company.
BOARD OF DIRECTORS' MEETINGS AND COMMITTEES
During 1996, the Company's Board of Directors met a total of eight
times. Standing committees of the Board currently include a Compensation
Committee and an Audit Committee. The Company does not have a Nominating
Committee or a committee performing a similar function. Attendance at board and
committee meetings was 100%.
Dr. Wolfe and Messrs. Dishlip and Dreyfous are presently members of the
Compensation Committee. The Compensation Committee met once during fiscal year
1996. The Compensation Committee reviews and sets the compensation, including
salary and bonuses, for the Company's Chief Executive Officer and, at its
discretion, certain other officers of the Company.
Messrs. Dishlip, Dreyfous, and Holliman are members of the Audit
Committee. The Audit Committee met once during fiscal year 1996. The Audit
Committee reviews auditing issues of the Company, including the Company's choice
of independent public accounting firms and the scope of the annual audit, and
makes recommendations to the Board of Directors. This committee also has the
responsibility to review proposed changes in major accounting policies and to
report to the Board on issues affecting the integrity of published financial
reports and other financial related matters.
4
<PAGE> 8
DIRECTORS AND EXECUTIVE OFFICERS
The directors and executive officers of the Company are:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Allan M. Wolfe, M.D. 59 Chief Executive Officer, President, Chairman of
the Board and Director
Robert W. Littlewood 62 Senior Vice President--Sales and Marketing
Murray E. Rudin 34 Chief Financial Officer and Director of
Business Development
Cynthia B. Perz 40 Vice President of Engineering
Stephen J. Hart 36 Director of Research and Development and
Secretary
Michael N. Dalton 37 Director of Technical Business Development
Alan S. Dishlip 45 Director
James C. Dreyfous 42 Director
John M. Holliman, III 43 Director
</TABLE>
Each of the Company's directors has been elected or appointed to serve
until the next annual meeting of shareholders. There are no arrangements or
understandings between any director and any other person pursuant to which any
person was elected or nominated as a director. The Company's executive officers
serve at the discretion of the Board of Directors. See "Executive
Compensation--Employment Agreements."
Set forth below are brief descriptions of Messrs. Littlewood and Rudin,
Ms. Perz, and Messrs. Hart and Dalton, who do not serve as directors of the
Company. For information concerning the business experience of Dr. Wolfe and
Messrs. Dishlip, Dreyfous, and Holliman, see "Election of Directors" above.
Robert W. Littlewood has been Senior Vice President--Sales and
Marketing of the Company since October 1996. From 1983 to September 1996, Mr.
Littlewood was a principal of The Strategy Resource Group, where he developed
business and marketing plans, organized and trained sales forces and instituted
management systems for a variety of clients. From 1982 to 1983, Mr. Littlewood
served as an Executive Vice President for Caremark Inc. where he was responsible
for sales, operations, marketing and strategic planning. Mr. Littlewood has held
key management positions with both Arthur Young & Co. and General Electric. Mr.
Littlewood holds a B.S. in mechanical engineering from the University of
Massachusetts.
Murray E. Rudin has been Chief Financial Officer and Director of
Business Development of the Company since June 1994, and Director of Finance and
Business Development of the Company from January 1993 to June 1994. From 1990 to
December 1992, Mr. Rudin was a principal of Valley National Investors, Inc., the
venture capital subsidiary of Valley National Bank of Arizona, where he was
engaged in investment origination, evaluation, structuring, and monitoring. From
1986 to 1990, Mr. Rudin was a corporate attorney with the firm of Riordan &
McKinzie in Los Angeles and Costa Mesa, California, with a practice emphasizing
private and public securities transactions. Mr. Rudin holds a J.D. degree from
Harvard Law School and a B.S. degree in electrical engineering from the
University of Rochester.
5
<PAGE> 9
Cynthia B. Perz has been Vice President of Engineering of the Company
since October, 1996, Director of Software Engineering from August 1995 to
September 1996, and Software Manager from May 1993 to July 1995. From 1991 to
April 1993, Ms. Perz was a Senior Systems Engineer at CR Technology, a designer
and manufacturer of systems for machine vision and computer-aided inspection.
Ms. Perz has over a decade of experience in the aerospace industry, focusing on
systems engineering and project management. Her aerospace experience includes
work with Hughes Corporation, Rockwell Corporation, and Aerojet ElectroSystems.
Ms. Perz holds a M.S. degree in electrical engineering from the University of
Southern California with a specialization in signal processing and a B.S. degree
in electrical engineering from California Polytechnic Institute, Pomona.
Stephen J. Hart has been Director of Research and Development of the
Company since he co-founded the Company in April 1988 and Secretary of the
Company since June 1992. From 1985 to 1988, Mr. Hart performed research in
astrophysics and applied optics at Imperial College of Science and Technology,
University of London. In 1984 and 1985, Mr. Hart was (i) a project leader at
Icon Holographics Limited in London and (ii) a co-founder of Holoplex Systems, a
United Kingdom company which acquired the intellectual property of Icon
Holographics and is now an inactive subsidiary of Voxel. From 1981 to 1984, Mr.
Hart performed graduate work in astrophysics at Imperial College of Science and
Technology. Mr. Hart received a B.Sc. in Physics and Astronomy from Queen Mary
College, University of London.
Michael N. Dalton has been Director of Technical Business Development
of the Company since July 1995 and, prior to that date, was Director of
Computing since co-founding the Company in April 1988. From 1986 to 1988, Mr.
Dalton was a research associate in the Department of Photogrammetry at
University College, London developing software for analysis and synthesis of
terrain imagery from satellite data. From 1985 to 1986, Mr. Dalton was a
software designer for Virgin Computer Graphics in London. In 1984 and 1985, Mr.
Dalton was (i) computer systems manager at Icon Holographics Limited where he
was involved in developing certain of the technology on which the Voxbox was
based and (ii) a co-founder of Holoplex Systems. From 1981 to 1984, Mr. Dalton
performed graduate work in interplanetary atmospheric physics at Imperial
College of Science and Technology, University of London. Mr. Dalton received a
B.Sc. in Physics from Queen Mary College, University of London.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below sets forth information regarding compensation paid by
the Company during each of the Company's last three fiscal years to each
executive officer of the Company (the "Named Officer") who received salary and
bonus payments in excess of $100,000 during the year ended December 31, 1996.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
AWARDS(1)
ANNUAL COMPENSATION -----------------------
--------------------- SECURITIES UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY($) OPTIONS(#)
- --------------------------- ---- --------- ----------------------
<S> <C> <C> <C>
Allan M. Wolfe, M.D. 1996 $175,000 --
President and Chief Executive Officer 1995 175,000 --
1994 152,083 --
</TABLE>
(1) The Company has no stock appreciation rights plan, restricted stock awards
or long-term incentive plan.
6
<PAGE> 10
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The table below sets forth information regarding (i) the number of
Common Stock options granted to the Named Officer during the fiscal year ended
December 31, 1996, (ii) their percentage in comparison to total options granted
to all employees during the fiscal year ended December 31, 1996, (iii) their
exercise price, (iv) their expiration date and (v) their present value.
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE GRANT DATE
OPTIONS EMPLOYEES PRICE EXPIRATION PRESENT
NAME GRANTED (#) (1) IN 1996 (%) ($/SHARE) DATE VALUE (2)
---- --------------- ----------- --------- ---- ---------
<S> <C> <C> <C> <C> <C>
Allan M. Wolfe, M.D. 25,000 12.7% $2.63 January 25, 2006 $54,000
</TABLE>
(1) The Company has no stock appreciation rights plan.
(2) The fair value for options granted was estimated at the date of grant
using a Black-Scholes option pricing model with the following
weighted-average assumptions: risk-free interest rate equal to 6.5%; no
dividend yield; a volatility factor for the expected market price of
the Company's common stock equal to 0.92; and a weighted-average
expected life of each option equal to 7 years.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
The table below sets forth information regarding (i) the exercise of
Common Stock options by the Named Officer during the fiscal year ended December
31, 1996, (ii) the number of unexercised options held by the Named Officer as of
December 31, 1996, and (iii) the value as of December 31, 1996 of unexercised
in-the-money options held by the Named Officer.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
AT FISCAL AT FISCAL
YEAR-END (#) YEAR-END ($)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE (1)
---- ----------- ------------ ------------- -----------------
<S> <C> <C> <C> <C>
Allan M. Wolfe, M.D. 0 $0 253,355/0 $597,019/0
</TABLE>
(1) Value per share is determined based on the spread between the option
exercise price per share and the closing bid price for Common Stock as
of December 31, 1996 ($3.38 per share).
DIRECTOR COMPENSATION
Pursuant to separate option agreements, the Company granted to each of
the non-employee directors (Messrs. Dishlip, Dreyfous, and Holliman) and to Dr.
Anderson (a non-employee director at the time of such grant) an option to
acquire 3,239 shares of Common Stock. With respect to Messrs. Dishlip and
Dreyfous, the option agreements are dated as of October 29, 1992 and provide for
an exercise price of $0.51 per share. Dr. Anderson's agreement is dated as of
February 25, 1994 and provides for an exercise price of $0.51 per share. Mr.
Holliman's agreement is dated as of March 17, 1994 and provides for an exercise
price of $1.03 per share.
7
<PAGE> 11
As of January 12, 1995, the Company granted to each of the non-employee
directors an option to acquire 5,000 shares of Common Stock and to Dr. Anderson
(a non-employee director at the time of such grant). Each of such option grants
was made pursuant to a separate option agreement as of that date and each grant
provided for an exercise price of $5.31 per share. As of January 25, 1996, the
Company granted to each of the non-employee directors an option to acquire 3,761
shares of Common Stock and Dr. Anderson (a non-employee director at the time of
such grant). Each of such option grants was made pursuant to a separate option
agreement as of that date and each grant provided for an exercise price of
$2.625 per share.
All of the option agreements with directors referenced above in this
section provide that one-half of the options awarded thereby vest as of the date
of the respective agreement and the remaining options vest as of the one year
anniversary thereof.
Except as described above, the Company's directors do not receive fees
for their services as directors but are reimbursed for expenses incurred by them
in connection with attendance at Board meetings.
EMPLOYMENT AGREEMENTS
In June 1994, the Company entered into an employment agreement with Dr.
Wolfe for a term of three years, renewable upon the agreement of the Company and
Dr. Wolfe. The employment agreement provides for (i) an initial annual base
salary of $150,000, subject to annual review and increase and (ii) such
incentive bonus payments as the Company may from time to time determine. See
"Executive Compensation--Summary Compensation Table." During the term of the
employment agreement and for three years after its termination, Dr. Wolfe has
agreed not to participate in any business engaged in the development,
manufacturing, or marketing of volumetric image display systems for radiologic
applications or holographic imaging systems. Mr. Hart has also agreed to a
similar non-competition provision for the duration of his employment by Voxel
and three years thereafter.
The Company enters into confidentiality agreements with its full-time
employees (including its executive officers) that prohibit disclosure of
confidential information to anyone outside of the Company both during and
subsequent to employment. Such agreements also require disclosure to the Company
of ideas, discoveries, and inventions relating to or resulting from the
employee's work for the Company and assignment to the Company of all proprietary
rights to such ideas, discoveries, or inventions.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Prior to February 1994, the Company did not have any compensation
committee or other committee of its Board of Directors performing equivalent
functions. In February 1994, the Board of Directors created a Compensation
Committee consisting of Dr. Wolfe (the Company's President and CEO) and Messrs.
Dishlip and Dreyfous. Dr. Wolfe's 1994 employment agreement was considered and
approved by the Board of Directors, in which consideration and approval process
neither Dr. Wolfe nor Mr. Dreyfous participated or voted.
Dr. Wolfe and Mr. Dreyfous are general partners of the general partner
of Utah Ventures, a shareholder of the Company. Dr. Wolfe and Mr. Dreyfous each
participate in the determination of the other's compensation for services to
Utah Ventures in the following manner. Dr. Wolfe, Mr. Dreyfous, and a third
individual not affiliated with Voxel comprise the Management Committee of Utah
Ventures. Compensation of Management Committee members is determined
8
<PAGE> 12
by a unanimous vote of the Management Committee, with the member whose
compensation is being determined not voting.
STOCK OPTION PLANS
The Company's 1992 Stock Plan (the "1992 Plan") was adopted by the
Board of Directors in 1992 and approved by the Company's shareholders in 1993 to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to employees, directors, and
consultants of the Company, and to promote the success of the Company's
business. Options granted under the 1992 Plan may be either incentive stock
options as defined in Section 422A of the Internal Revenue Code of 1986, as
amended, or non-qualified stock options, at the discretion of the Board. The
Company has reserved 563,616 shares of Common Stock for issuance under the 1992
Plan. As of December 31, 1996, options to purchase an aggregate of 452,110
shares were outstanding under the 1992 Plan at a weighted average exercise price
of $1.67, of which options to purchase an aggregate of 376,175 shares were
immediately exercisable at a weighted average exercise price of $1.37.
The Company's 1994 Executive Stock Option Plan (the "1994 Plan") was
adopted by the Board of Directors and approved by the Company's shareholders in
1994 for the same purposes as the 1992 Plan. Option recipients under the 1994
Plan are limited to executive officers of the Company. Options granted under the
1994 Plan may be either incentive stock options as defined in Section 422A of
the Internal Revenue Code of 1986, as amended, or non-qualified stock options,
at the discretion of the Board, and in either case may contain performance-based
vesting criteria. The Company has reserved 310,961 shares of Common Stock for
issuance under the 1994 Plan. As of December 31, 1996, options to purchase an
aggregate of 102,550 shares were outstanding at a weighted average exercise
price of $3.05, 36,788 of which were immediately exercisable at a weighted
average exercise price of $2.44.
Both plans may be administered by the Board of Directors or a committee
of the Board, which committee is required to be constituted to comply with
Section 16(b) of the Exchange Act and applicable laws. Both plans are currently
administered by the Board. The entity administering each plan has the power to
determine the terms of any options granted thereunder, including the exercise
price, the number of shares subject to the option, and the exercisability
thereof. Options granted under either plan are generally not transferable, and
each option is exercisable during the lifetime of the optionee only by such
optionee. The exercise price of all incentive stock options granted under either
plan must be at least equal to the fair market value of the shares of Common
Stock on the date of grant, and non-qualified stock options granted under the
1992 Plan must have an exercise price of at least 85% of the fair market value
of the shares of Common Stock on the date of grant. With respect to any
participant who owns stock possessing more than 10% of the voting power of all
classes of stock of the Company, the exercise price of any stock option granted
under the 1992 Plan and any incentive stock option granted under the 1994 Plan
must equal at least 110% of the fair market value on the grant date and the
maximum term of any option granted under either plan must not exceed five years.
The term of all other options granted under either plan may not exceed ten
years. The specific terms of each option grant are approved by the Board of
Directors and are reflected in a written stock option agreement.
LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS
The Company's Articles of Incorporation (i) eliminate the liability of
the directors of the Company for monetary damages to the fullest extent
permitted by California law and (ii) authorize the Company to indemnify its
officers and directors to the fullest extent permitted by California law. The
Company has entered into indemnification agreements with its directors and
executive officers. Such agreements provide broad indemnification against
expenses (including legal fees,
9
<PAGE> 13
judgments, and Company-approved settlements) incurred in connection with any
civil or criminal action which arises from the performance of duties for the
Company. The agreements also provide that the Company will indemnify such
persons to the fullest extent permitted by law, notwithstanding that such
indemnification is not specifically authorized by the agreement, the Company's
Articles of Incorporation, the Company's Bylaws or statute. The indemnification
agreements apply to any action taken by the indemnitee while serving as an
officer or director of the Company, whether occurring before or after the date
of the agreement. The agreements do not provide indemnification for any acts or
omissions from which a director may not be relieved of liability under the
California Corporations Code.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Securities Act") may be permitted to directors, officers, or
persons controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities and Exchange
Commission (the "SEC") such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
KEY MAN INSURANCE
The Company is the sole beneficiary of $1 million term life insurance
policies covering Dr. Wolfe and Mr. Hart.
ADDITIONAL INFORMATION
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's executive
officers, directors, and persons who own more than 10% of the Company's Common
Stock (collectively, "Reporting Persons") to file reports of ownership of
Company securities and changes in such ownership with the SEC and the National
Association of Securities Dealers, Inc. Reporting Persons are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on its review of the copies of such forms received or
written representations from Reporting Persons, the Company believes that with
respect to the fiscal year ended December 31, 1996 all Reporting Persons
complied with all applicable filing requirements except that (i) Dr. Wolfe,
Messrs. Rudin and Hart and Ms. Perz, executive officers, each filed a report of
a single transaction late and (ii) each of the non-employee directors, Messrs.
Dishlip, Dreyfous and Holliman and Dr. Anderson (a non-employee director at the
time), filed a report of a single transaction late.
PROXY EXPENSES
The entire cost of preparing, assembling, printing, and mailing this
Proxy Statement and the enclosed form of Proxy, and the cost of soliciting
Proxies with respect to the Annual Meeting, will be borne by the Company. The
Company will request banks and brokers to solicit their customers who
beneficially own shares listed of record in names of nominees, and will
reimburse those banks and brokers for their reasonable out-of-pocket expenses of
such solicitations. The original solicitation of Proxies by mail may be
supplemented by telephone, telegram, and personal solicitation by officers and
other regular employees of the Company, but no additional compensation will be
paid to such individuals.
10
<PAGE> 14
1996 ANNUAL REPORT TO SHAREHOLDERS
The 1996 Annual Report to Shareholders of the Company, which report
includes financial statements for the fiscal years ended December 31, 1995 and
1996, is being sent to shareholders concurrently with the mailing of this Proxy
Statement. The Annual Report to Shareholders is not to be considered as part of
the proxy solicitation material.
SHAREHOLDER PROPOSALS
It is presently anticipated that the 1998 Annual Meeting of
Shareholders will be held in May 1998. Shareholders desiring to exercise their
rights under the proxy rules of the SEC to submit proposals for consideration by
the shareholders at the 1998 Annual Meeting are advised that their proposals
must be received by the Company no later than 120 days prior to the 1998 Annual
Meeting in order to be eligible for inclusion in the Company's proxy statement
and form of proxy relating to that meeting.
INDEPENDENT PUBLIC ACCOUNTANTS
For the past three years, the Company has engaged Ernst & Young LLP as
its independent public accountants to perform the annual audit of the Company's
financial statements. Subject to ratification by the shareholders, the Board of
Directors has reappointed Ernst & Young LLP as the Company's independent
accountants for the fiscal year ending December 31, 1997. The Board of Directors
recommends that shareholders vote for Proposal 2. A representative of Ernst &
Young LLP is expected to be present at the Annual Meeting to respond to
appropriate questions and, if he so desires, to comment on the Company's
financial statements.
OTHER MATTERS
The Board of Directors is not aware of any business which may be
properly presented for action at the Annual Meeting and which is required to be
disclosed in this Proxy Statement except the matters set forth in the Notice and
described in this Proxy Statement. Unless otherwise directed, all shares
represented by the persons named in the accompanying Proxy will be voted in
favor of the proposals described in this Proxy Statement. If any other matters
come before the Annual Meeting, including such matters incident to the conduct
of the meeting and any shareholder proposal omitted from the Proxy Statement and
Proxy pursuant to the Proxy rules of the SEC, the persons named in the
accompanying Proxy will vote on those matters according to their best judgment.
By Order of the Board of Directors,
STEPHEN J. HART
------------------------------------
Laguna Hills, California Stephen J. Hart, Secretary
April 4, 1997
11
<PAGE> 15
<TABLE>
<CAPTION>
<S> <C> <C> <C>
[X] Please mark your
votes as in this
example
WITHHOLD AUTHORITY
to vote for all nominees
FOR listed at right FOR AGAINST ABSTAIN
1. ELECTION Nominees: Allan M. Wolfe 2. Proposal to ratify
OF [ ] Alan S. Dishilp the selection of [ ] [ ] [ ]
DIRECTORS James C. Dreyfous Ernst & Young LLP
John M. Hollman to serve as the
FOR all nominees listed (except as marked Company's independent
to the contrary below) accountants for
fiscal 1997.
3. In their discretion, upon such other business as
may properly come before the Annual Meeting or any
postponement or adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS. THIS PROXY WILL BE VOTED AS DIRECTED.
IN THE ABSENCE OF DIRECTION, THIS PROXY WILL BE
VOTED FOR THE FOUR NOMINEES FOR ELECTION AND FOR
PROPOSAL 2.
</TABLE>
SIGNATURES: DATE:
--------------------------------------------- ---------------
NOTE: Please sign as name or names appear on stock certificates (as indicated
thereon).
- --------------------------------------------------------------------------------
VOXEL
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS MAY 30, 1997
The undersigned hereby appoints Allan M. Wolfe and Murray E. Rudin as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them, to represent and vote, as designated on the reverse, all shares of Common
Stock of VOXEL (the "Company") held of record by the undersigned on April 3,
1997, at the Annual Meeting of Stockholders to be held on May 30, 1997 or any
adjournment thereof.
(PLEASE SIGN ON THE REVERSE SIDE)
