THIS DOCUMENT IS A COPY OF THE PRELIMINARYDEFINITIVE PROXY STATEMENT (SCHEDULE
DEF 14A), NOTICE OF MEETING, AND THE FORM OF THE PROXY CARD. IT IS
PRESENTED HEREWITH FOR FILING PURSUANT TO REGULATION 14(a)14 (a) 6(c) OF THE
SECURITIES AND EXCHANGE ACT OF 1934. IN FORM, SUCH MATERIAL WILL BE FURNISHED
TO SECURITY HOLDERS OCTOBER 12, 1998APRIL 14, 2000 IN CONNECTION WITH THE OCTOBER 27, 1998
SPECIALMAY 25, 2000
ANNUAL MEETING OF SHAREHOLDERS.
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE DEF 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
[x] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box: [x][ ] 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
LASER CORPORATION
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
-
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing: (Check the appropriate bocx)
[x]box)
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and O-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 of other underlying value of transaction computed
persuant to Exchange Act Rule O-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 O-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:___________________
================================================================================
LASER CORPORATION
Notice of SpecialNOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 25, 2000
To the Shareholders:
The 2000 Annual Meeting of Shareholders
to be Held on October 27, 1998
To the Shareholders of Laser Corporation:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
" Meeting") of Laser Corporation (the
"Company") will be held at the offices of
the Company, 1832Company's headquarters, 2417 South 3850 West,
Salt Lake City, Utah 84104,84120 on Tuesday,
October 27, 1998Thursday, May 25, 2000 at 8:9:00 a.m., Mountain Time, to consider and act upon MDT, for the
following matters:
(1)purposes:
1. To approveelect four directors, each to serve until the issuance of additional sharesnext annual meeting
of the Company's
Common Stock pursuant to a Stock Purchase Agreement dated August 5,
1998 betweenShareholders and until each of their successors is elected and shall
qualify;
2. To ratify the Companyappointment of Tanner + Co. as the independent
auditors of the Company; and
the purchaser referred to therein; and
(2)3. To transact such other business as may properly come before the
Meeting, includingmeeting or any adjournments or postponementsadjournment thereof.
Information regarding the matters to be acted upon at the Meetingmeeting is
contained in the accompanying Proxy Statement.
TheStatement attached to this Notice. Only Shareholders
of record at the close of business on October 8, 1998 has been fixed as the record
date for the determination of shareholdersApril 7, 2000 will be entitled to notice
of and to vote at the Meetingmeeting or any adjournment or postponement thereof.
ItYour vote is important that your shares be represented atimportant. Please sign and date the Meeting. Each
shareholder is urged to sign, dateenclosed Proxy and
return it promptly in the enclosed proxy card which is
being solicited on behalf ofreturn envelope whether or not you expect
to attend the Board of Directors. An envelope addressedmeeting. You may revoke your Proxy and vote in person should you
decide to attend the Company is enclosed for that purpose and needs no postage if mailed in the
United States.meeting.
By Order of the Board of Directors
Rod O. Julander, Secretary
Salt Lake City, UT
October 12, 1998Utah
April 14, 2000
===============================================================================================================================================================
PROXY STATEMENT
Laser Corporation
General
- - -------ANNUAL MEETING OF SHAREHOLDERS
OF
LASER CORPORATION
-----------------------------------------
GENERAL
This Proxy Statement is furnished to the holders of common stock, par
value $.05 per share ("Common Stock"), of Laser Corporation, a Utah corporation
(the "Company") in connection with the
solicitation of Proxies by and on behalf of itsthe Board of Directors of proxies ("Proxy" or "Proxies"Laser Corporation (the
"Company") for use at a Specialthe 2000 Annual Meeting of Shareholders (the "Meeting")of the Company to be
held on Tuesday, October 27, 1998,May 25, 2000, at 8:9:00 a.m., Mountain Time, MDT, at the offices of the Company, 1832Company's headquarters, 2417
South 3850 West, Salt Lake City, Utah 84104Utah. Shareholders will consider and at any adjournment or postponement thereof,
forvote
upon the purposes set forthproposals described herein and referred to in the accompanying Notice of a Special Meeting of
Shareholders. The cost of preparing, assembling and mailing the Notice of a
SpecialAnnual
Meeting of Shareholders,accompanying this Proxy Statement and Proxies is to be
borne by the Company. The Company will also reimburse brokers who are holders
of record of Common Stock for their expenses in forwarding Proxies and Proxy
soliciting material to the beneficial owners of such shares. In addition to the
use of the mails, Proxies may be solicited without extra compensation by
directors, officers and employees of the Company by telephone, telecopy,
telegraph or personal interview. The approximate mailing date of this Proxy
Statement is October 12, 1998. Unless otherwise specified, all Proxies, in
proper form, received by the time of the Meeting will be voted in favor of the
proposal set forth in the accompanying Notice of Special Meeting of Shareholders
and described below.
A Proxy may be revoked by a shareholder at any time before its exercise
by filing with the Company, at the address set forth above, an instrument of
revocation or a duly executed proxy bearing a later date, or by attendance at
the Meeting and electing to vote in person. Attendance at the Meeting will not,
in and of itself, constitute revocation of a Proxy.Statement.
The close of business on October 8, 1998April 7, 2000, has been fixed by the Board of
Directors as the
record date ("Record Date") for the determination of shareholdersthe Shareholders entitled to notice of,
and to vote at, the Meeting and any
adjournment thereof. As of the Record Date,Annual Meeting. On such date there were 865,799outstanding and
entitled to vote 1,593,788 shares of Common
Stock outstanding.common stock. Each share of Common Stock outstanding on the Record Date
will becommon stock
is entitled to one vote on all matterseach matter to come beforebe considered at the Meeting.
A majoritymeeting. For a
description of the shares entitledprincipal holders of such stock, see "Security Ownership of
Certain Beneficial Owners and Management" below.
Shares represented by Proxies will be voted in accordance with the
specifications made thereon by the Shareholders. Any Proxy not specifying the
contrary will be voted in favor of Management's nominees for Directors of the
Company and for ratification of appointment of the certified public
accountants.
The Proxies being solicited by the Board of Directors may be
revoked by any Shareholder giving the Proxy at any time prior to vote, representedthe Annual
Meeting by giving notice of such revocation to the Company, in writing, at the
address of the Company provided below. The Proxy may also be revoked by any
Shareholder giving such Proxy who appears in person at the Annual Meeting and
advises the Chairman of the Meeting of his intent to revoke the Proxy.
The principal executive offices of the Company are located at 2417
South 3850 West, Salt Lake City, Utah 84120. This Proxy Statement and the
enclosed Proxy are being furnished to Shareholders on or by
proxy, is required to constitute a quorum for the transaction of business.
Proxies submitted which contain abstentions or broker nonvotes will be deemed
1about April 14, 2000.
================================================================================
present at the Meeting for determining the presence of a quorum but are not
counted in the tabulation of the votes cast on the Proposal. Thus, an
abstention from voting or a Proxy in which no direction is specified by a broker
will have the same effect as a vote "against" the matter, even though the
shareholder may interpret such action differently.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
and Management
- - -------------------------------------------------------------------------------------------------------------
The following table sets forth information as of September 10, 1998,March 15, 2000,
as to each person who owns of record, or is known toby the Company to own
beneficially, more than 5%five percent (5%) of any class of voting securities of
the Company.
Security Ownership of Certain Beneficial Owners
-----------------------------------------------
Amount &and
Nature of Percent
Title Name/Name & Address Beneficial of
of Class of Beneficial Owner Ownership(1) Class(2)
---------- ------------------------- -------------- ----------
[C] [C]- -------- -------------------- ------------ --------
Common Dr. WilliamReinhardt Thyzel(3) 575,739 34.7
Rehweidstrasse 15
8738 Uetliburg, Switzerland
Common Estate of Wm. H. McMahan(3) 192,619 20.2McMahan(4) 192,119 11.6
3959 West 1820 South
Salt Lake City, UT 84104
Common Paula F. Julander(4) 83,750 8.8Julander(5) 111,750 6.7
1467 Penrose Drive
Salt Lake City, UT 84103
Common Carl M. Fireman(5) 52,500 5.5
2967 Roundtree Drive
Troy, MI 48083
(1) Except as otherwise indicated, all shares are directly owned with voting
and investment power held by the person named.
(2) Unless otherwise noted, based upon 951,5491,660,048 shares (including shares
subject to options that are exercisable within 60sixty days) outstanding
as of September 10,
1998.March 15, 2000.
(3) Based upon information included on a Form 4 filed
by Dr. McMahan, former Chairman and President of the Company,
with the Securities and Exchange Commission ("SEC") on January
15, 1990. The Company has not received any amendments to this
Form 4. Includes 22,080 shares held by Linda R. McMahan, Dr.
McMahan's spouse.
2
================================================================================
(4) Based upon information provided by Ms. Julander
on a SEC Form 144 dated December 11, 1997.
(5) Based upon information included in a Schedule 13D filed with the
Securities and Exchange Commission ("SEC") on October 30, 1998. Also
includes 50,000 shares owned by Mrs. Gisela Thyzel, his wife, as to
which Mr. Thyzel disclaims beneficial ownership and 4,000 shares which
Mr. Thyzel has the right to acquire through the exercise of stock
options.
(4) Based upon actual certificates re-issued to the Estate of William H.
McMahan in January 2000. Dr. McMahan passed away in December 1999.
Includes 22,079 shares held by Linda R. McMahan, who is the executor of
the Estate.
(5) Based upon information provided by Mrs. Julander on a SEC on August 27,Form 144 dated
December 11, 1997. Also includes 5,000 shares held by Dr. Rod O.
Julander, her husband and 23,000 shares which Dr. Julander has the right
to acquire through the exercise of stock options.
-2-
================================================================================
Security Ownership of Management
-
- --------------------------------
The following table sets forth certain information as of September
10, 1998,March 15,
2000, regarding the ownership of each class of equity securities of the
Company by each directorDirector or nominee for Director of the Company and by all
executive officers and directors as a group.
Security Ownership of Management
--------------------------------
Amount &and
Nature of Percent
Title Name/AddressName of Beneficial of
of Class Beneficial Owner Ownership(1) Class
---------- --------------------------- -------------- ---------
[C] [C]- -------- ---------------- ------------ -------
Common B. Joyce Wickham 25,500 2.723,820(2) 1.4
Common Rod O. Julander 110,750(2) 11.6111,750(3) 6.7
Common Mark L. Ballard 22,774 2.421,844(4) 1.3
Common Elizabeth A. Whitsett -0- *
------- -----Reinhardt Thyzel 575,739(5) 34.7
Common All Executive 159,054 16.7
Officers 733,153 44.1
and Directors as a
GroupGroup. (4 persons)
(1) Except as otherwise indicated, all shares listed include shares subject
to options that officers and directors have the right to exercise within
60sixty days and are directly owned with voting and investment power held
by the person named.
(2) Includes 18,320 shares which Ms. Wickham has the right to acquire through
the exercise of stock options.
(3) Includes 83,750 shares owned by Paula F. Julander, his wife, as to which
Dr. Julander disclaims beneficial ownership.
3ownership and 23,000 shares which Dr.
Julander has the right to acquire through the exercise of stock options.
(4) Includes 18,320 shares which Mr. Ballard has the right to acquire through
the exercise of stock options.
(5) Includes 50,000 shares owned by Gisela Thyzel, his wife, as to which Mr.
Thyzel disclaims beneficial ownership and 4,000 shares which Mr. Thyzel
has the right to acquire through the exercise of stock options.
Ms. Wickham and Messrs. Julander, Ballard and Thyzel are required
to annually report the acquisition of options granted pursuant to stock option
plans of the Company on a Form 5. These reports were filed for 1999 and
evidence the grant of options to the individuals named.
-3-
================================================================================
On October 9, 1998, Mr. Reinhardt Thyzel acquired 521,739 shares
of the Company's common stock for a purchase price of $600,000. Mr. Thyzel
used his personal funds to acquire the shares. Because Mr. Thyzel owns 31.4%
of the issued and outstanding shares of common stock of the Company, he could
be deemed to control the Company.
Changes in Control
-
- ------------------
The Company is unaware of any arrangement which may at a
subsequent date result in any change of control of the Company other thanCompany.
PROPOSAL 1 - ELECTION OF DIRECTORS
----------------------------------
The Company's Articles of Incorporation provide that the issueBoard of
Directors shall be elected each year at the annual meeting of the stock hereunder which will give the purchaser described below control of
approximately 37.6% of the issued and outstanding shares of Common StockShareholders
of the Company. PROPOSAL 1
ApprovalAt the 2000 Annual Meeting, the Board of Directors will
nominate B. Joyce Wickham, Rod O. Julander, Mark L. Ballard and Reinhardt
Thyzel for election as directors of the IssuanceCompany. Upon election, the directors
will serve until the next Annual Meeting of Additional Sharesthe Shareholders or until their
successors have been elected and qualified. The Board of Directors believes
that all of the nominees will be available and able to serve as directors.
In the absence of instructions to the contrary, the persons named
in the Proxy will vote the Proxies "FOR" the election of the nominees listed
below, unless otherwise specified in the Proxy. The Board of Directors has no
reason to believe that any nominee will be unable to serve, but if any nominee
should become unable to serve, the Proxies will be voted for such other person
as the Board of Directors shall recommend.
Certain information concerning the nominees to the Board of
Directors is set forth below:
Has Served
Name of Company as Director
Nominee Age Position Held Since
- ------- --- ------------- -----------
B. Joyce 48 Director, Chairman, 1989
Wickham President, Chief
Executive Officer
and Treasurer
Rod O. 66 Director and Secretary 1989
Julander
Mark L. 52 Director, Vice President 1994*
Ballard and Assistant Secretary
Reinhardt 51 Director 1998
Thyzel
* Mr. Ballard served as a Director of the Company from June 1983 to October
1987.
-4-
================================================================================
Board and Committee Meetings
- ----------------------------
There were five meetings of the Board of Directors during the last
fiscal year. Each of the directors attended at least seventy-five (75%) of
the meetings held. For a description of directors' fees, see "Executive
Compensation - Compensation of Directors." The Board of Directors has
designated Audit, Stock Option, and Executive and Compensation Committees. At
the present time, Rod O. Julander and Reinhardt Thyzel are the members of the
Audit and Executive and Compensation Committees. Rod O. Julander and
Reinhardt Thyzel are members of the Stock Option Committee, employee plan.
B. Joyce Wickham and Mark L. Ballard are members of the Stock Option
Committee, Director plan.
The functions performed by the Audit Committee include (i) meeting
with the Company's independent auditors to discuss the scope of the auditors'
annual review of the Company's Common Stock Pursuantfinancial statements, procedures recommended by
the auditors, and the results of the auditors' annual review, and (ii)
reporting and making recommendations to a
Stock Purchase Agreement
General
- - -------
On August 5, 1998, (the "Subscription Date"), the Company entered
into a Stock Purchase Agreement (the "Agreement") with Reinhardt Thyzel (the
"Purchaser"), pursuantBoard of Directors. The Audit
Committee held one meeting in 1999.
The functions performed by the Executive and Compensation
Committee are to which Mr. Thyzel agreedperiodically review the compensation paid to purchase 521,739 shares
of Common Stockofficers of the
Company for an aggregate purchase priceand to make recommendations to the Board of Six Hundred
Thousand Dollars ($600,000) or $1.15 per share.Directors concerning such
compensation. The Company intendsExecutive and Compensation Committee held one meeting in
1999.
The functions performed by the Stock Option Committee, employee
plan, include (i) administering the Company's employee stock option plans, and
(ii) determining eligible officers and employees to usewhom any stock options
should be granted pursuant to the proceeds fromstock option plans, the salenumber thereof, and
the terms of any such grants. This Stock Option Committee held two meetings
in 1999.
The functions performed by the Stock Option Committee, director
plan, include (i) administering the Company's director stock option plans, and
(ii) determining eligible directors to whom any stock options should be
granted pursuant to the stock option plans, the number thereof, and the terms
of any such grants. This Stock Option Committee held two meetings in 1999.
Executive Officers and Directors
- --------------------------------
The executive officers, directors, and significant employees of
the securities for working capital, general corporate purposesCompany are listed on the following table:
-5-
================================================================================
Name Position Age
---- -------- ---
B. Joyce Wickham Chairman, Director, 48
President, Chief
Executive Officer
and Treasurer
Mark L. Ballard Director, Vice President 52
and Assistant Secretary
Rod O. Julander Director and Secretary 66
Reinhardt Thyzel Director 51
The term of each executive officer is one year. Officers are
elected each year at the Annual Meeting of the Board of Directors.
Certain information regarding the business experience of these
executive officers, directors and significant employees is set forth below:
B. Joyce Wickham.
---------------- Ms. Wickham was elected Chairman of the Board,
President and Chief Executive Officer, and Treasurer of the Company in 1989.
She has served in those capacities since that time, except for the expensesperiod from
June 1989 until December 1990 when she served solely as Chairman of the Board
and Treasurer. Ms. Wickham has been employed by the Company and its
subsidiaries or associated companies since 1981, with the preparation and negotiationexception of one
year during 1988-1989 at which time she was employed with McMahan Enterprises
in General Management. Ms. Wickham has held various executive positions for
the Company including Manager of American Laser GmbH, Munich, Germany, Manager
of the Agreement.
The Shares were soldCompany's Taipei, Taiwan material procurement operations, Manager of
Optical Computer, Inc. and President of Southfork Electronics, Inc. Ms.
Wickham holds a Bachelor of Science Degree in Psychology from Brigham Young
University.
Mark L. Ballard.
---------------- Mr. Ballard was elected to the Board of
Directors in 1994 and is currently employed by the Company as Vice President
of Laser Corporation and President of American Laser and A.R.C. Laser
Corporations. He was elected to these positions in May 1991, June 1994, and
June 1996 respectively. Prior to May 1991, Mr. Ballard held various
executive, officer and director positions for the Company and its
subsidiaries. He has been employed by the Company since 1975, with the
exception of one year during 1983-1984 at an initial pricewhich time he was President and a
director of $1.15 per share
(the"Closing Price"), whichHGM. Mr. Ballard holds a Bachelor of Arts degree in Accounting
from Utah State University.
Rod O. Julander.
---------------- Dr. Julander was elected to the Board of
Directors and as Secretary of the Company in 1989. Dr. Julander has been a
Professor of Public Administration at Weber State University, Ogden, Utah,
-6-
===============================================================================
since 1960 and is Chairman of the Political Science Department. In 1984 he
was a 20% discount fromconsultant for University of Utah Center for Public Administration, and
a lobbyist for the closing bid price of the
common stock on August 3, 1998. None of the shares to be purchased have been
issued, as such issuance is conditioned upon the approval contemplated herein.
See, "Reason for Shareholder Approval."
In light of the rulesUtah Chapter of the National Association of Securities
Dealers,Social Workers
and the Utah Society of Radiologic Technologists. In 1967 he was Personnel
Consultant at Hill Air Force Base, Utah and from 1965 to 1966 was Executive
Director of the Utah Committee on Children and Youth. Dr. Julander received
his Bachelor of Science and Master of Science in Philosophy and his Ph.D. in
Political Science from the University of Utah.
Reinhardt Thyzel.
----------------- Mr. Thyzel was elected to the Board of
Directors October 16, 1998. Mr. Thyzel is currently President and founder of
A.R.C. AG, Switzerland, a company engaged since 1997, in the development of
medical lasers. In 1996 Mr. Thyzel founded A.R.C. GmbH in Germany for the
development and sales of dermatological and dental lasers. From 1989 through
1996 Mr. Thyzel was a consultant for Spectron Laser Systems, England. Mr.
Thyzel provided the key experience and management to expand Spectron's
scientific product line to a successful industrial laser line. During 1977
Mr. Thyzel founded Meditec, GmbH in which he was the owner and President.
This company developed, manufactured and sold medical lasers primarily in the
field of ophthalmology until 1989 when it was sold. Mr. Thyzel received his
degree in engineering in 1972 and is a resident of Switzerland.
Dr. Julander and Mr. Thyzel are employed full time in activities
which do not involve the Company. Ms. Wickham is employed full time by the
Company will not be able to issue 20% or more of the outstanding
shares of Common Stock unless this proposalas its President, Chief Executive Officer and Treasurer. Mr. Ballard
is approvedemployed full time by the shareholdersCompany as its Vice President and Assistant
Secretary. If any outside director is requested to perform services for the
Company beyond normal service as a director, such director will be compensated
for the performance of such services at rates to be agreed upon by such
director and the Company.
There are no family relationships between any directors or
executive officers of the Company.
See, "Reason for Shareholder Approval." If shareholder approval
of the proposed issuance is not obtained, Mr. Thyzel is not required to purchase
the shares.
Reasons for the Issuance of the Stock
- - -------------------------------------
In May 1998, the Company was notified that it failed to meet the net
tangible assets requirement as set forth in NASD Marketplace Rule 4310(c)(2).
4-7-
================================================================================
As of March 31, 1998,EXECUTIVE COMPENSATION
----------------------
The following table sets forth the Company's net tangible assets were below $2,000,000.
This deficiency resulted from net losses experiencedaggregate cash remuneration
paid by the Company which
totaled $268,534, $254,608,for services rendered in all capacities during the last
fiscal year by its Chief Executive Officer and $688,024 for the three month period ended March
31, 1998, the year ended December 31, 1997 and the year ended December 31, 1996,
respectively. The Company continues to meet all of the other requirements
necessary for listing on NASDAQ. The Company believes thatby its listing on the
NASDAQ SmallCap Market is important formost highly compensated
executive officers whose cash remuneration from the Company and its
shareholders. This
listingsubsidiaries exceeded $100,000. No executive officer received cash
remuneration in excess of $100,000 in 1999.
Summary Compensation Table
--------------------------
Annual Compensation
-------------------------------------
(a) (b) (c) (d) (e)
Other
Annual
Name and Year Compen-
Principal Ended Salary Bonus sation(1)
Position Dec. 31 ($) ($) ($)
- ----------------- --------- --------- ----------- ---------
B. Joyce Wickham 1999 $ 72,100 $ 7,971(3) $ 456
President, Chief 1998 $ 72,100 $ 20,505 $ 609
Executive Officer, 1997 $ 72,100 $ 7,983 $ 416
and Director
Long Term Compensation
----------------------
Awards Payouts
--------------------------------------------
(a) (b) (f) (g) (h) (i)
Re- Securities
stricted Underlying LTIP All Other
Name and Year Stock Options/ Pay- Compen-
Principal Ended Award(s) SARs outs sation
Position Dec. 31 ($) (#) ($) ($)
- --------------- ------- ----------- ---------- ------------ ----------
B. Joyce Wickham 1999 --- 4,000 --- $ 4,160
President, Chief 1998 --- 2,000 --- $ 4,715
Executive Officer 1997 --- 5,000 --- $ 4,160
and Director
(1) Amounts include Company payments for additional health insurance coverage.
(2) Payments in lieu of vacation earned.
(3) Paid for bonus earned during fiscal 1998.
Other Compensation
- ------------------
Ms. Wickham's Employment Agreement provides to Ms. Wickham, as
additional compensation, a marketpayment equal to fifty percent (50%) of the price
actually paid by her to purchase stock of the Company during any calendar year
of her employment, up to a maximum of ten percent (10%) of her annual
compensation for shareholderssuch year. Ms. Wickham has not purchased any shares pursuant
to this provision.
The Company does not have a key-man life insurance policy on the
life of any executive officer or director. The Company provides health and
increaseslife insurance to its employees. The Company had no other retirement, pension
or similar programs in 1999. In 1990, the Company established a 401(k)
retirement program for employees. The Company did not make a contribution to
the Plan in 1999.
-8-
================================================================================
Stock Option Plans
- ------------------
Until their expiration on June 30, 1998, the Company had two
shareholder approved stock option plans for key employees: an incentive stock
option plan pursuant to which incentive stock options to purchase a maximum of
62,500 shares of common stock could be issued and a non-statutory stock option
plan pursuant to which non-qualified stock options to purchase 62,500 shares
could be issued. There are 30,000 shares that remain exercisable under the
incentive stock plan and 13,750 shares that remain exercisable under the non-
statutory stock option plan. The maximum term of options granted under either
plan is five years. Each of the plans provides that if the optionee's
employment by the Company is terminated for any reason the option shall
thereupon expire and any and all right to purchase shares pursuant thereto
shall terminate ninety days after the optionee's employment terminates. On
May 25, 1999, the Shareholders ratified and approved the Laser Corporation
1999 Stock Incentive Plan. The Stock Option Committee of the Board of
Directors approved the new stock incentive plan. The plan provides for the
issuance of stock options, performance stock units and restricted stock units.
The maximum number shares of the Company's common stock reserved and available
for issuance under the plan is 150,000 shares. The Stock Option Committee of
the Board of Directors administers the plan and has discretion to determine
the terms of options granted under each plan. Such terms include the exercise
price of each option, the number of financing
sources availableshares subject to each option, and the
exercisability of such options. Options issued under the plan must be granted
at the fair market value on the date of grant. A stock option granted under
the plan will become exercisable in two increments. The first third is
immediately exercisable and the remaining two-thirds is exercisable upon the
first anniversary date of the grant. The maximum term of options granted
under the plan is ten years. The plan provides that if the optionee's
employment by the Company is terminated for any reason the unvested portion of
any restricted stock unit awards or performance stock unit awards will be
canceled. Stock options held by an employee who is terminated for any reason
other than death, disability, without cause or constructive termination, may
be exercised within 90 days following such termination, to the Company for additional capital infusions. The Company
believesextent the
purchase of the shares by Mr. Thyzel will permit the Company to
remain listed on the NASDAQ SmallCap Market.
In addition, Mr. Thyzel is an European medical devices developer, who
the Company believes will expand the Company's product sales and assist in
strengthening the Company's sales of medical laser devices. The Company and
Mr. Thyzel have had an established business relationship for a number of years.
The Company believes that Mr. Thyzel's purchase of the shares strengthens this
relationship. The infusion of capital will also allow the Company to continue
to test and market new medical laser systems. In addition, the capital will
permit the Company to expand its marketing of all of its products worldwide.
The Agreement also provides that Mr. Thyzel can select a nominee to serve on the
Company's Board of Directors. The Company believes that Mr. Thyzel's input
through the director will assist the Company in its growth and development.
Reason for Shareholder Approval
- - -------------------------------option was exercisable. Under the rulesnew plan in 1998, options to purchase an
aggregate of the National Association of Securities Dealers,
issuers whose securities are listed on the NASDAQ SmallCap Market, where the
Company's Common Stock is listed, are required to obtain shareholder approval,
prior to the issuance of securities, in the following limited circumstances, in
connection with a transaction other than a public offering involving: (i) the
sale or issuance by the issuer4,000 shares of common stock (or securities convertible intoat an exercise price of $1.125 per
share were granted to two officers, with such grant subject to approval of the
1999 Stock Incentive Plan by the Shareholders. During 1999, options to
purchase an aggregate of 4,000 shares of common stock were granted to two
officers at an exercise price of $1.6875 and an aggregate of 4,000 shares of
common stock were granted to four non-officer employees at an exercise price
of $1.6875 per share. In addition during 1999, stock options to purchase an
aggregate of 4,000 shares of common stock were granted to two officers at an
exercise price of $4.59 and an aggregate of 10,000 shares of common stock were
granted to ten non-officer employees at an exercise price of $4.59. The stock
incentive plan, as approved, expires on January 1, 2009.
The following table sets forth information respecting all individual
grants of options and stock appreciation rights ("SARs") made during the last
completed fiscal year to any of the executives named in the Summary
Compensation Table above.
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Option/SAR Grants in Last Fiscal Year
Individual Grants
- --------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of % of Total
Securities Options/SARs
Underlying Granted Exercise or exercisable for common stock) atEx-
Options/SARs During Base Price piration
Name Granted (#) Fiscal Year(1) ($/share) Date
-----------------------------------------------------------------------
B. Joyce Wickham 2,000 17 % $1.6875 Jun. 2009
2,000 11 % $4.59 Dec. 2009
(1) The percentages are based on the total of options to purchase 12,000 shares
granted in June of 1999 and the total of options to purchase 18,000
shares granted in December of 1999.
Director Options
- ----------------
On October 16, 1987, the Board of Directors adopted a price less thanresolution,
ratified by the greater of book or
market value which together with sales by officers, directors or substantial
shareholdersShareholders of the Company, equals 20 percent or moregranting all non-employee
directors five-year options to purchase 10,000 shares of common stock, at the
end of each six months of service as a director, at the last reported sale
price on the date of grant. Such options will not be granted under the
incentive or 20
percent or morenon-statutory stock option plans. On March 22, 1990, the Board
of Directors adopted a resolution terminating the director option program. On
May 29, 1992 the Board of Directors reinstated this option plan whereby each
outside director would be granted a five-year option to purchase 2,000 shares
of common stock at the end of each six months of service as a director
beginning on June 1, 1992. The plan provides that if a director shall cease
to be a director of the voting power outstanding beforeCorporation for any reason the issuance; or (ii)option may be exercised
by the sale or issuanceformer director at any time within one year after such cessation. A
formalized Stock Option Plan and Stock Option Agreement was adopted on
September 10, 1992, effective May 29, 1992. On June 1, 1993 the plan was
amended to change the method of calculating the exercise price to that of the
employee's Incentive Stock Option Plan. All amounts shown have been adjusted
to take into account the five for four stock dividend. Options were granted
in 1997 to purchase a aggregate of 2,500 shares of common stock at the
exercise price of $1.30 per share and an aggregate of 2,500 shares of common
stock at the exercise price of $3.728 per share. During 1998, options to
purchase as aggregate 2,000 shares of common stock at an exercise price of
$2.0155 and an aggregate of 4,000 shares of common stock at an exercise price
of $1.125 per share were granted. In 1999, options to purchase an aggregate
of 4,000 shares of common stock at an exercise price of $1.6875 per share and
an aggregate of 4,000 shares of common stock at an exercise price of $4.59 per
share were granted.
-10-
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Termination of Employment Arrangement
- -------------------------------------
Employment Agreements between B. Joyce Wickham and the Company and
Mark L. Ballard and the Company, provided that in the event of termination by
the Company of common stock (or securities convertible intotheir employment, Ms. Wickham shall be entitled to twelve
months of severance benefits at the time of termination and Mr. Ballard shall
be entitled to eleven months of severance benefits at the time of termination,
unless such termination shall be for cause, lack of performance, resignation
or exercisable to purchase common stock) equal to 20 percent or moreby reason of the
common stock or 20 percent or moredeath.
Compensation of the voting power outstanding before the
issuance for less than the greater of book or market value of the stock.
5
===============================================================================
As of August 5, 1998 there were 865,799 shares of Common Stock
outstanding. Based on such amount of shares outstanding, the Company would have
been able to issue 173,159 shares of Common Stock without shareholder approval.
Vote RequiredDirectors
- - -------------
A vote of the holders of a majority of the voting power of the issued
and outstanding Common Stock-------------------------
Board members who are also employees of the Company presentdo not receive
any directors' fees. Non-employee Board members receive $10,000 per year in
persondirectors' fees. Directors are reimbursed for their expenses of attending
meetings outside the area in which they live.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
Reinhardt Thyzel, a director and significant stockholder of the
Company, is an owner and officer of A.R.C. GmbH, Germany and A.R.C. AG,
Switzerland (collectively "A.R.C."). The Company is currently selling laser
products to and purchasing laser products and systems from these entities.
During 1999 sales to A.R.C. totaled $230,646. Purchases by the Company from
A.R.C. in 1999 totalled $480,791. In addition, the Company and A.R.C. have
formed a strategic partnership for the development, marketing and sales of
medical products. The Company has a distribution agreement with A.R.C. AG for
rights to sell and manufacture the complete Dodick Photolysis medical system.
This agreement includes a royalty fee to be paid to A.R.C. and exclusive
rights to sell in the U.S.A., Canada, Mexico and Brazil.
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT CERTIFIED
-----------------------------------------------------------------
PUBLIC ACCOUNTANTS
------------------
The Board of Directors of the Company has selected Tanner + Co. as
the independent public accountants of the Company for the fiscal year ending
December 31, 2000. Tanner + Co. has served as the Company's independent
public accountants since November 4, 1994.
During the two most recent years the Company has not consulted
with Tanner + Co. on items which (i) were or represented by
proxy atshould have been subject to SAS
50 or (ii) concerned the subject matter of a disagreement or reportable event
with the former auditor, (as described in Regulation S-K Item 304(a)(2)).
-11-
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Representatives of Tanner + Co. are expected to attend the Annual
Meeting of Shareholders and entitledwill be available to vote atrespond to appropriate
questions and will be afforded the Meeting, is requiredopportunity to approvemake a statement if they
desire to do so.
In the issuanceabsence of securities pursuantinstructions to the Private Placement. Proxies which
contain no direction will be voted FORcontrary, the proposal. Proxies submitted which
contain abstentions or broker nonvotes will be deemed present at the Meeting for
determining the presence of a quorum but are not countedpersons named
in the tabulationProxy will vote the Proxies FOR ratification of the votes cast onselection of Tanner
+ Co. as independent public accountants for the Proposal. Thus, an abstention from voting or a Proxy in
which no direction is specified by a broker will have the same effect as a vote
"against" the matter, even though the shareholder may interpret such action
differently.
THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
---
MISCELLANEOUS
Shareholder Proposals
- -Company.
SHAREHOLDER PROPOSALS
---------------------
If a shareholder intendsShareholder wishes to present a proposal at the Company's2001 Annual
Meeting of Shareholders, the proposal must be received by Laser Corporation,
2417 South 3850 West, Salt Lake City, Utah 84120 prior to December 15, 2000.
The Board of Directors will review any proposal which is received by that date
and determine whether it is a proper proposal to present at the 2001 Annual
Meeting.
VOTE REQUIRED
-------------
A majority of the 1,593,788 issued and outstanding shares of
common stock of the Company shall constitute a quorum at the Annual Meeting.
Under the Utah Revised Business Corporation Act, the affirmative vote of at
least a majority of the shares represented at the meeting is required for all
proposals to come before the meeting.
OTHER MATTERS
-------------
As of the date of this Proxy Statement, the Board of Directors of
the Company does not intend to present and has not been informed that any
other person intends to present, a matter for action at the 2000 Annual
Meeting other than as set forth herein and in the Notice of Annual Meeting.
If any other matter properly comes before the meeting, it is intended that the
holders of Proxies will act in accordance with their best judgment. The Board
of Directors may read the minutes of the 1999 Annual Meeting of Shareholders
and wants that proposalmake reports, but Shareholders will not be requested to be included inapprove or
disapprove such minutes or reports.
In addition to the Company's Proxy Statementsolicitation of proxies by mail, certain of the
officers and formemployees of proxythe Company, without extra compensation, may solicit
proxies personally or by telephone. The Company will also request brokerage
houses, nominees, custodians and fiduciaries to forward soliciting materials
to the beneficial owners of common stock held of record and will reimburse
such persons for that meeting, the proposal must
be received at the Company's principal executive offices not later than December
15, 1998. As to any proposal that a shareholder intends to present to
shareholders without including it in the Company's proxy statement for the
Company's 1999 Annual Meetingforwarding such material. The cost of Shareholders, thethis solicitation of
proxies named in Management's
proxy for that meeting will be entitled to exercise their discretionary
authority on that proposal unlessborne by the Company receives notice of the matter to
be proposed not later than March 15, 1999. Even if proper notice is received on
or prior to March 15, 1999, the proxies named in Management's proxy for that
meeting may nevertheless exercise their discretionary authority with respect to
such matter by advising shareholders of such proposal and how they intend to
exercise their discretion to vote on such matter, unless the shareholder making
6Company.
-12-
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the proposal solicits proxies with respectCOPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB (INCLUDING
FINANCIAL STATEMENTS AND FINANCIAL STATEMENTS SCHEDULES) FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "10-KSB") MAY BE OBTAINED WITHOUT
CHARGE BY WRITING TO THE COMPANY, ATTENTION: ROD O. JULANDER, SECRETARY, 2417
SOUTH 3850 WEST, SALT LAKE CITY, UTAH 84120. COPIES OF THE COMPANY'S 1999
ANNUAL REPORT TO SHAREHOLDERS, INCLUDING THE 10-KSB, ARE BEING MAILED WITH
THIS PROXY STATEMENT. ADDITIONAL COPIES MAY BE OBTAINED BY WRITING TO LASER
CORPORATION, ATTENTION: ROD O. JULANDER, SECRETARY, 2417 SOUTH 3850 WEST,
SALT LAKE CITY, UTAH 84120.
The enclosed Proxy is furnished for you to the proposal to the degree
required by Rule 14a-4(c)(2) of the Securities Exchange Act of 1934, as amended.
Other Matters
- - -------------
Management does not intend to bring before the Meeting for action any
matters other than those specifically referred to above and is not aware of any
other matters which are proposed to be presented by others. If any other
matters or motions should properly come before the Meeting, the persons named in
the Proxy intend to vote thereon in accordance with their judgment on such
matters or motions, including any matters or motions dealing with the conduct of
the Meeting.
Proxies
- - -------
All shareholders are urged to fill in theirspecify your choices
with respect to the matters referred to be voted on,in the accompanying Notice and
described in this Proxy Statement. If you wish to vote in accordance with the
Board's recommendations, merely sign, date and promptly return the Proxy in the
enclosed formenvelope, which requires no postage if mailed in the United States.
A prompt return of Proxy.your Proxy will be appreciated.
By Order of the Board of Directors
Rod O. Julander, Secretary
October 12, 1998Salt Lake City, Utah
April 14, 2000
-13-
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LASER CORPORATION
SPECIALANNUAL MEETING OF SHAREHOLDERS
OCTOBER 27, 1998MAY 25, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
-----------------------------------------------------------
The undersigned hereby appoints B. Joyce Wickham and Rod O. Julander and each of
them (acting jointly or, if one be present, then by that one alone) as Proxies,
with full power of substitution, and hereby authorizes them to represent and
vote, as designated below, all shares of Common Stock of the Company held of
record by the undersigned or with respect to which the undersigned is entitled
to vote and act on October 8, 1998April 7, 2000 at a Specialthe Annual Meeting of Shareholders to be
held at the Company's corporate offices at 18322417 South 3850 West, Salt Lake City,
Utah, on Tuesday, October 27, 1998Thursday, May 25, 2000 at 8:9:00 a.m., local time, or at any adjournment
thereof, and especially to vote as follows:
1. Election of Directors
FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) nominees listed below
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH A NOMINEE'S NAME IN THE LIST BELOW:)
B. Joyce Wickham Rod O. Julander Mark L. Ballard Reinhardt Thyzel
2. To approveratify the issuanceappointment of additional sharesTanner + Co. as the independent certified
public accountants of the Company's Common Stock
Pursuant to a Stock Purchase Agreement dated August 5, 1998 betweenCompany for the Company and the purchaser referred to in the accompanying Proxy Statement.fiscal year ending December 31,
2000.
FOR AGAINST ABSTAIN
2.3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any adjournment
thereof.
================================================================================
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 ELECTION OF THE NOMINEES FOR DIRECTOR AS SELECTED BY THE BOARD OF
DIRECTORS AND FOR PROPOSAL TO ISSUE ADDITIONAL SHARES PURSUANT TO THE STOCK PURCHASE
AGREEMENT.2.
PLEASE SIGN AND DATE THIS PROXY WHERE SHOWN BELOW AND RETURN IT PROMPTLY:
Date:___________________________,1998___________________________,2000
Signed:______________________________
_____________________________________
(Please sign above exactly as the shares are issued. When shares are held
by joint tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership please sign in partnership name by authorized person.)
No Postage Is Required If This Proxy Is Returned In The Enclosed Envelope And
Mailed In The United States.
================================================================================