<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
SUMMIT MEDICAL SYSTEMS, INC.
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(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> 2
SUMMIT MEDICAL SYSTEMS, INC.
1801 WEST END AVENUE, SUITE 750
NASHVILLE, TENNESSEE 37203
Dear Shareholder:
You are cordially invited to attend a Special Meeting of the
shareholders of Summit Medical Systems, Inc. (the "Company") to be held at the
Loews Vanderbilt Plaza, 2100 West End Avenue, Nashville, Tennessee 37203, on
January 29, 1999, at 8:00 a.m. (the "Special Meeting").
At the Special Meeting, you will be asked to consider and vote upon an
amendment to the Company's Articles of Incorporation, changing the name of the
Company from "Summit Medical Systems, Inc." to "Celeris Corporation". The
enclosed Notice of Special Meeting and Proxy Statement more fully describes the
business to be transacted at the Special Meeting.
Whether or not you plan to attend the Special Meeting, please complete,
sign, date and mail the enclosed proxy card promptly. If you attend the Special
Meeting, you may revoke such proxy and vote in person if you wish, even if you
have previously returned your proxy card. If you do not attend the Special
Meeting, you may still revoke such proxy at any time prior to the Special
Meeting by providing written notice of such revocation to Paul R. Johnson,
Secretary and Chief Financial Officer of the Company. YOUR PROMPT COOPERATION
WILL BE GREATLY APPRECIATED.
Sincerely,
/s/ Barbara A. Cannon
Nashville, Tennessee Barbara A. Cannon
January 6, 1999 President and Chief Executive Officer
<PAGE> 3
SUMMIT MEDICAL SYSTEMS, INC.
1801 WEST END AVENUE, SUITE 750
NASHVILLE, TENNESSEE 37203
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 29, 1999
TO THE SHAREHOLDERS OF SUMMIT MEDICAL SYSTEMS, INC.:
Notice is hereby given that the Special Meeting of Shareholders of
Summit Medical Systems, Inc., a Minnesota corporation (the "Company"), will be
held at Loews Vanderbilt Plaza, 2100 West End Avenue, Nashville, Tennessee
37203, on January 29, 1999, at 8:00 a.m. (the "Special Meeting").
The Special Meeting is being held for the following purposes:
1. To approve an amendment to the Articles of Incorporation of
the Company to change the name of the Company from "Summit
Medical Systems, Inc." to "Celeris Corporation."
2. To transact such other business as may properly come before
the meeting or any adjournment thereof.
ONLY SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON DECEMBER 23,
1998, WILL BE ENTITLED TO NOTICE OF AND TO VOTE AT THE MEETING AND ANY
ADJOURNMENT THEREOF. WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE SPECIAL
MEETING, PLEASE SIGN AND RETURN THE ACCOMPANYING FORM OF PROXY IN THE ENCLOSED
POSTAGE PREPAID ENVELOPE AT YOUR EARLIEST CONVENIENCE. IF YOU ATTEND THE SPECIAL
MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY
RETURNED YOUR PROXY CARD. IF YOU DO NOT ATTEND THE SPECIAL MEETING, YOU MAY
STILL REVOKE SUCH PROXY AT ANY TIME PRIOR TO THE SPECIAL MEETING BY PROVIDING
WRITTEN NOTICE OF SUCH REVOCATION TO PAUL R. JOHNSON, SECRETARY AND CHIEF
FINANCIAL OFFICER OF THE COMPANY. YOUR PROMPT COOPERATION WILL BE GREATLY
APPRECIATED.
BY ORDER OF THE
BOARD OF DIRECTORS,
/s/ Barbara A. Cannon
Nashville, Tennessee Barbara A. Cannon
January 6, 1999 President and Chief Executive Officer
<PAGE> 4
SUMMIT MEDICAL SYSTEMS, INC.
1801 WEST END AVENUE, SUITE 750
NASHVILLE, TENNESSEE 37203
PROXY STATEMENT
FOR
SPECIAL MEETING OF SHAREHOLDERS
JANUARY 29, 1999
SOLICITATION OF PROXIES
This Proxy Statement is furnished to shareholders of Summit Medical
Systems, Inc. (the "Company"), in connection with the solicitation of proxies
for use at the Special Meeting of Shareholders (or any adjournment thereof) to
be held at Loews Vanderbilt Plaza, 2100 West End Avenue, Nashville, Tennessee
37203, at 8:00 a.m., on January 29, 1999 (the "Special Meeting"). The
accompanying proxy is being solicited by the Board of Directors of the Company.
This Proxy Statement and the accompanying form of proxy are being mailed to
shareholders commencing on or about January 6, 1999.
At the Special Meeting, holders of common stock, par value $.01, of the
Company (the "Company Common Stock") will be asked to consider and vote upon an
amendment to the Company's Articles of Incorporation, changing the name of the
Company from "Summit Medical Systems, Inc." to "Celeris Corporation" (the
"Amendment").
The cost of preparing, assembling and mailing the Notice of Special
Meeting, this Proxy Statement and the form of proxy, including the reimbursement
of banks, brokers and other nominees for forwarding proxy materials to
beneficial owners, will be borne by the Company. Proxies may also be solicited
personally or by telephone by directors, officers and employees of the Company,
who will receive no additional compensation.
VOTING, EXECUTION AND REVOCATION OF PROXIES
Only shareholders of record at the close of business on December 23,
1998, the record date, will be entitled to notice of, and to vote at, the Annual
Meeting. On December 23, 1998, the Company had 9,419,429 shares of Company
Common Stock outstanding and entitled to vote at the Special Meeting and there
were 193 record holders of Company Common Stock. Each share of Company Common
Stock entitles the holder to one vote on all matters to come before the Special
Meeting. There is no cumulative voting.
<PAGE> 5
Shares represented by a proxy will be voted in the manner directed by
the shareholder. If a shareholder returns an executed proxy, but does not
indicate on the proxy a vote for or against the Amendment, the proxy will be
voted (i) for the Amendment, and (ii) in accordance with the judgment of the
persons named in the proxy as to such other matters as may properly come before
the Special Meeting. If a shareholder returns a proxy and abstains from voting
on the Amendment, the shares represented by such proxy will be considered
present for purposes of determining the presence of a quorum at the Special
Meeting and as unvoted, although present and entitled to vote, for purposes of
determining the approval of the Amendment. Accordingly, an abstention will be
the equivalent of a vote against the Amendment. If a broker submits a proxy
which indicates that the broker does not have discretionary authority as to
certain shares to vote on the Amendment, those shares will be counted as shares
that are present for purposes of determining the presence of a quorum at the
Special Meeting, but will not be considered present and entitled to vote for
purposes of determining the approval of the Amendment.
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE,
SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD PROMPTLY. IF YOU ATTEND THE SPECIAL
MEETING, YOU MAY REVOKE SUCH PROXY AND VOTE IN PERSON IF YOU WISH, EVEN IF YOU
HAVE PREVIOUSLY RETURNED YOUR PROXY CARD. IF YOU DO NOT ATTEND THE SPECIAL
MEETING, YOU MAY STILL REVOKE SUCH PROXY AT ANY TIME PRIOR TO THE SPECIAL
MEETING BY PROVIDING WRITTEN NOTICE OF SUCH REVOCATION TO THE COMPANY. ANY SUCH
WRITTEN NOTICE OF REVOCATION OR SUBSEQUENTLY DATED PROXY SHOULD BE MAILED OR
DELIVERED TO PAUL R. JOHNSON, SECRETARY AND CHIEF FINANCIAL OFFICER, SUMMIT
MEDICAL SYSTEMS, INC., 1801 WEST END AVENUE, SUITE 750, NASHVILLE, TENNESSEE
37203. YOUR PROMPT CONSIDERATION WILL BE GREATLY APPRECIATED.
PROPOSAL
TO APPROVE AN AMENDMENT TO THE ARTICLES OF INCORPORATION
TO CHANGE THE NAME OF THE COMPANY FROM
"SUMMIT MEDICAL SYSTEMS, INC." TO "CELERIS CORPORATION."
The Board of Directors has approved, and recommends that the Company's
shareholders approve and adopt an amendment to the Company's Articles of
Incorporation to provide for a change in the Company's name from "Summit Medical
Systems, Inc." to "Celeris Corporation." Under the Minnesota Business
Corporation Act, a change in corporate name requires an amendment to a
corporation's articles of incorporation, which must be approved by the
affirmative vote of the corporation's shareholders.
In Latin, "celeris" means swift or agile. As a result, the Company has
chosen the name "Celeris" to reflect its mission to provide specialty clinical
research services to pharmaceutical, medical device and biotechnology
manufacturers, which will enable these manufacturers to bring their products to
market quickly. The Board of Directors believes the proposed name distinguishes
the Company's services--a focus on speeding the course of clinical trials--and
operational
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<PAGE> 6
philosophy--efficiency and responsiveness--from competitors. The proposed name
change is part of the Company's strategy to focus its operations in specialty
clinical research services and consulting. The Board of Directors believes that
operation under a new identity is a preferable way to signal the Company's new
focus and will better allow for expansion into the Company's targeted markets.
In addition, as part of the previously announced asset sale of the Company's
healthcare provider software segment, the Company has transferred its rights in
the name "Summit Medical" to the asset purchaser. If the Amendment is not
approved by the shareholders, the Company will be obligated under the asset
purchase agreement to identify an alternative name.
If approved, the Amendment would become effective upon filing with the
Secretary of State of the State of Minnesota, which would take place as soon as
practicable following the Special Meeting. Upon approval and implementation of
the change in the Company's name from "Summit Medical Systems, Inc." to "Celeris
Corporation" the Company will change its listing symbol on the Nasdaq National
Market System from "SUMT" to "CRSC."
APPROVAL OF THE AMENDMENT REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS
OF THE GREATER OF (1) A MAJORITY OF THE VOTING POWER OF THE SHARES OF COMPANY
COMMON STOCK PRESENT AND ENTITLED TO VOTE AT THE SPECIAL MEETING, OR (2) A
MAJORITY OF THE VOTING POWER OF THE MINIMUM NUMBER OF SHARES OF COMPANY COMMON
STOCK ENTITLED TO VOTE THAT WOULD CONSTITUTE A QUORUM FOR THE TRANSACTION OF
BUSINESS AT THE SPECIAL MEETING. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
APPROVAL OF THE NAME CHANGE.
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<PAGE> 7
PRINCIPAL SHAREHOLDERS
The following table sets forth information as of December 23, 1998
(unless otherwise indicated) regarding the beneficial ownership of Company
Common Stock by (i) each person known by the Company to own beneficially 5% or
more of the outstanding shares of Company common stock, (ii) each of the
Company's directors, (iii) the Company's Chief Executive Officer and the four
other most highly compensated executive officers during the year ended December
31, 1998, and (iv) all directors and executive officers as a group. Except as
otherwise indicated, all persons listed below have sole voting and investment
powers with respect to the shares indicated:
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Number Percent(1)
<S> <C> <C>
John M. Nehra(2)(3) .................................................................. 1,156,091 12.2%
1119 St. Street
Baltimore, MD 21202
Catalyst Ventures, Limited Partnership
and New Enterprise Associates VI,
Limited Partnership(4)........................................................... 1,065,414 11.3
1119 St. Paul Street
Baltimore, MD 21202
Dimensional Fund Advisors(5).......................................................... 757,100 8.0
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
Edward F. Sweeney..................................................................... 744,897 7.9
27101 N. Agua Verde Dr.
Rio Verde, AZ 85263
Charles L. McIntosh, M.D., Ph.D.(6)................................................... 739,989 7.8
C.L. McIntosh & Associates, Inc.
12300 Twinbrook Parkway, Suite 625
Rockville, MD 20852
Barbara A. Cannon(7).................................................................. 242,685 2.5
Summit Medical Systems, Inc.
1801 West End Avenue, Suite 750
Nashville, TN 37203
Kent J. Thiry (8)(9) ................................................................. 237,333 2.5
1850 Gateway Drive
Suite 500
San Mateo, CA 94404
Donald F. Fortin, M.D.(10) ........................................................... 222,730 2.3
Summit Medical Systems, Inc.
5150 McCrimmon Parkway, Suite 405
Morrisville, NC 27560
</TABLE>
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<PAGE> 8
<TABLE>
<S> <C> <C>
Richard B. Fontaine(11)............................................................... 68,666 *
155 Webster Ct.
Park City, UT 84060
Lisa K. Olson(12)..................................................................... 45,819 *
C.L. McIntosh & Associates, Inc.
12300 Twinbrook Parkway, Suite 625
Rockville, MD 20852
John W. Robbins(13)................................................................... 25,000 *
Summit Medical Systems, Inc.
1801 West End Avenue, Suite 750
Nashville, TN 37203
W. Hudson Connery, Jr.(14) ........................................................... 12,666 *
5520 South Stanford
Nashville, TN 37215
Peter T. Garahan(15).................................................................. 8,666 *
10200 Akhpamar Dr.
Great Falls, VA 22066
All executive officers and directors as a
group (16)....................................................................... 2,759,645 27.6
</TABLE>
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* Represents beneficial ownership of less than 1%.
(1) Shares of Company Common Stock subject to options exercisable on or
before February 21, 1999 ("Currently Exercisable Options") are deemed
outstanding for computing the percentage of the person holding such
options but are not deemed outstanding for computing the percentage of
any other person.
(2) Includes 88,999 shares issuable pursuant to Currently Exercisable
Options.
(3) Includes shares owned by Catalyst Ventures, Limited Partnership
("Catalyst") and New Enterprise Associates, VI ("NEAVI"). Mr. Nehra,
a director of the Company, is managing general partner of Catalyst.
He is also a general partner of the general partner of NEAVI. By
virtue of these positions, Mr. Nehra may be deemed to share voting and
investment control over the shares owned by Catalyst and NEAVI.
Therefore, Mr. Nehra may be deemed a beneficial owner of those shares.
Mr. Nehra disclaims any beneficial ownership of such shares.
(4) Based on a Schedule 13G, dated February 10, 1998, Catalyst is record
holder of 412,081 shares and NEAVI is record holder of 653,333 shares.
By virtue of their relationship as affiliated partnerships, Catalyst
and NEAVI may be deemed to share voting and investment control over
such shares. Therefore, each of Catalyst and NEAVI may be deemed to
beneficially own all of such shares. Each of Catalyst and NEAVI
disclaims beneficial ownership of any shares which it does not hold of
record.
(5) Based on a Schedule 13G, dated February 11, 1998, Dimensional Fund
Advisors is record holder of 489,100 shares, DFA Investment Dimensions
Group, Inc. is record holder of 89,600 shares and The DFA Investment
Trust Company is record holder of 178,400 shares. By virtue of the fact
that officers of Dimensional Fund Advisors serve as officers of the two
other entities, Dimensional Fund Advisors may be deemed to share voting
and investment control over such shares. Dimensional Fund Advisors
disclaims beneficial ownership of such shares.
(6) Includes 14,250 shares issuable pursuant to Currently Exercisable
Options.
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<PAGE> 9
(7) Includes 133,594 shares issuable pursuant to Currently Exercisable
Options.
(8) Includes 17,333 shares issuable pursuant to Currently Exercisable
Options.
(9) Mr. Thiry, a director of the Company, is President, Chief Executive
Officer and a director of VSP Holdings, Inc. By virtue of these
positions, Mr. Thiry may be deemed to share voting and investment
control over the 220,000 shares owned by VSP Holdings. Therefore,
Mr. Thiry may be deemed a beneficial owner of those shares. Mr. Thiry
disclaims any beneficial ownership of such shares.
(10) Includes 215,230 shares issuable pursuant to Currently Exercisable
Options.
(11) Includes 38,666 shares issuable pursuant to Currently Exercisable
Options.
(12) Includes 35,082 shares issuable pursuant to Currently Exercisable
Options.
(13) Includes 25,000 shares issuable pursuant to Currently Exercisable
Options.
(14) Includes 8,666 shares issuable pursuant to Currently Exercisable
Options.
(15) Includes 6,666 shares issuable pursuant to Currently Exercisable
Options.
(16) Includes 583,486 shares issuable pursuant to Currently Exercisable
Options.
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<PAGE> 10
SHAREHOLDER PROPOSALS FOR
THE 1999 ANNUAL MEETING OF SHAREHOLDERS
Any shareholder, who wished to present a proposal for action at the 1999
Annual Meeting of Shareholders, and who wished to have it set forth in the 1999
Proxy Statement and identified in the form of proxy prepared by the Company,
must have notified the Company at the Company's principal executive offices,
1801 West End Avenue, Suite 750, Nashville, Tennessee 37203, Attention:
Secretary, in such manner so that such notice was received by the Company by
December 20, 1998. Any such proposal must have been in the form required under
the rules and regulations promulgated by the Securities and Exchange Commission.
The Company did not receive any shareholder proposals prior to the required
date. In addition, the form of proxy issued with the Company's 1999 Proxy
Statement will confer discretionary authority to vote for or against any
proposal made by a shareholder at the 1999 Annual Meeting which is not included
in the 1999 Proxy Statement. However, under the rules of the Securities and
Exchange Commission, such discretionary authority may not be exercised if the
shareholder proponent has given the Secretary of the Company notice of such
proposal prior to March 3, 1999 and certain other conditions provided for in the
rules of the Securities and Exchange Commission exist.
OTHER MATTERS
The Board of Directors of the Company knows of no other matters that are
intended to be brought before the Special Meeting other than matters described
in the Notice of Special Meeting mailed together with this Proxy Statement. If
other matters, of which the Board of Directors is not aware, are presented for
action, it is the intention of the persons named in the enclosed form of proxy
to vote on such matters in their sole discretion.
By Order of the Board of Directors,
/s/ Barbara A. Cannon
Barbara A. Cannon
January 6, 1999 President and Chief Executive Officer
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<PAGE> 11
Appendix A
[Front of Proxy Card]
SUMMIT MEDICAL SYSTEMS, INC.
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 29, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Barbara A. Cannon and Paul R. Johnson as
proxies, each with the power to appoint a substitute, and hereby authorizes them
to present and to vote, as designated below, all shares of capital stock of
Summit Medical Systems, Inc. (the "Company") the undersigned is entitled to vote
at the Special Meeting of Shareholders of the Company, to be held on January 29,
1999, and at all adjournments thereof:
1. PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION OF THE COMPANY TO CHANGE
THE NAME OF THE COMPANY FROM "SUMMIT MEDICAL SYSTEMS, INC." TO "CELERIS
CORPORATION."
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(CONTINUED, AND TO BE SIGNED AND DATED, ON OTHER SIDE)
[Back of Proxy Card]
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 THE ABOVE ITEM.
INSTRUCTIONS: Please sign exactly as your name appears on the label affixed
hereto. When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in the full corporate name by an
authorized officer. If a partnership, please sign in partnership name by
authorized person.
- ---------------------------------- ------------------------------------
Signature Signature if held jointly
- ---------------------------------- ------------------------------------
Please print name Please print name
Dated: , 1999
-------------------------
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY. A RETURN ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
