Table of Contents
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Filed by the Registrant o
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement | ||||
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
x Definitive Proxy Statement | ||||
o Definitive Additional Materials | ||||
o Soliciting Material Pursuant to §240.14a-12 |
Payment of Filing Fee (Check the appropriate box):
o | No fee required. |
o | 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: |
o | Fee paid previously with preliminary materials. |
o | 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: |
Table of Contents
1. To elect ten directors to the Board of Directors of the Company, each to hold office for a term of one year or until their respective successors shall have been duly elected and shall have qualified. | |
2. To ratify the appointment of Ernst & Young LLP as the Company’s independent auditors for the year ending December 31, 2005. | |
3. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. |
By order of the Board of Directors, | |
![]() | |
Barry A. Posner, | |
Executive Vice President, Secretary | |
and General Counsel |
Table of Contents
1. To elect ten directors to the Board of Directors of the Company, each to hold office for a term of one year or until their respective successors shall have been duly elected and shall have qualified. | |
2. To ratify the appointment of Ernst & Young LLP as the Company’s independent auditors for the year ending December 31, 2005. | |
3. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. |
Table of Contents
2
Table of Contents
3
Table of Contents
Name | Age | Position | ||||
Richard H. Friedman | 54 | Chairman of the Board | ||||
Henry F. Blissenbach | 62 | Director, President and Chief Executive Officer | ||||
Richard A. Cirillo | 54 | Director | ||||
Charlotte W. Collins | 52 | Director | ||||
Louis T. DiFazio | 67 | Director | ||||
Myron Z. Holubiak | 57 | Director | ||||
David R. Hubers | 62 | Director | ||||
Martin “Michael” Kooper | 69 | Director | ||||
Richard L. Robbins | 64 | Director | ||||
Stuart A. Samuels | 63 | Director |
4
Table of Contents
5
Table of Contents
6
Table of Contents
7
Table of Contents
Submitted by the Audit Committee: | |
Stuart A. Samuels (Chairman) | |
Louis T. DiFazio, Ph.D. | |
David R. Hubers | |
Richard L. Robbins |
8
Table of Contents
Years Ended | ||||||||
December 31, | ||||||||
Description of Fees | 2003 | 2004 | ||||||
Audit Fees | $ | 260,000 | $ | 813,000 | ||||
Audit Related Fees | $ | 85,340 | $ | 197,000 | ||||
Tax Fees(1) | $ | 39,250 | $ | 0 | ||||
All Other Fees | $ | 1,605 | $ | 1,325 |
(1) | For 2003 tax compliance, tax advice, and tax planning services were also provided by PriceWaterhouseCoopers, LLP. In 2004 Ernst & Young, LLP did not provide any tax compliance, tax advice, and tax planning services, all of which services were provided by PriceWaterhouseCoopers, LLP. Fees billed by PriceWaterhouseCoopers, LLP in 2003 and 2004 for tax compliance, tax advice, and tax planning services were $97,300 and $146,400, respectively. |
Audit Fees |
Audit Related Fees |
9
Table of Contents
Tax Fees |
All Other Fees |
Pre-Approval of Audit and Non-Audit Services |
Name | Age | Position | ||||
Alfred Carfora | 53 | Executive Vice President. Mr. Carfora joined the Company in October 2002. From December 2002 to March 2005 he was President and Chief Operating Officer of the Company. From 1999 until October 2002 he was retired. From March 1993 to December 1998 Mr. Carfora held the position of President and Chief Executive Officer of Duty Free International Inc., an international specialty retailer and New York Stock Exchange listed company. |
10
Table of Contents
Name | Age | Position | ||||
Russel J. Corvese | 41 | Vice President of Operations. Prior to holding this position he had been Vice President of Operations of the Company’s subsidiary, Scrip Solutions, LLC since October 2002. From October 2000 to October 2002 he was Chief Information Officer of the Company. From November 1997 to October 2000 he served as Vice President of Operations and Chief Information Officer of the Company’s subsidiary Scrip Solutions, LLC. From November 1996 through November 1997, Mr. Corvese held the position of Executive Director, Management Information Systems of Scrip Solutions, LLC. From May 1994 to November 1996, Mr. Corvese held various positions with Scrip Solutions, LLC. | ||||
Gregory H. Keane | 50 | Executive Vice President, Chief Financial Officer and Treasurer. Mr. Keane joined Chronimed as its Controller in April 1996. He was appointed Vice President and Treasurer of Chronimed in March 1999. In February 2000 he was appointed Chief Financial Officer and was appointed Executive Vice President, Chief Financial Officer and Treasurer of the Company in March 2005. From 1983 to 1996, Mr. Keane served in a number of financial management roles at National Computer Systems, a publicly held systems and services company based in Minneapolis, Minnesota. Previous employment included financial management positions in the software industry and public accounting experience. | ||||
Alden F. Pettengill | 47 | Chief Information Officer. Mr. Pettengill joined the Company in September 1996 as its Executive Director of Information Technology. | ||||
Barry A. Posner | 41 | Executive Vice President, Secretary and General Counsel. Mr. Posner joined the Company in March 1997 as General Counsel and was appointed Secretary of the Company at that time. In April 1998, Mr. Posner was appointed Vice President of the Company. In November 2001, he was appointed to the position of Executive Vice President of the Company. | ||||
Brian J. Reagan | 44 | Executive Vice President. Mr. Reagan joined Chronimed as Vice President, Corporate Development in September 2002 and was appointed Executive Vice President of the Company in March 2005. Mr. Reagan has been President of Orchard Hill Partners, a business consulting firm, since December 2000. Mr. Reagan’s previous experience was in the investment banking industry. He was a Managing Director at John G. Kinnard & Company from 1998 to 2000 and held a variety of executive positions at Dain Rauscher Inc. from 1987 to 1998. |
11
Table of Contents
Name | Age | Position | ||||
Anthony J. Zappa | 44 | Executive Vice President, Community Pharmacy Operations. Mr. Zappa joined Chronimed in January 2002 as Executive Vice President, Operations and was appointed Executive Vice President, Community Pharmacy Operations in March 2005. Prior to joining Chronimed, Mr. Zappa held a variety of executive positions in healthcare. He was General Manager at Fairview Home Medical Equipment from July 2000 to September 2001, Executive Vice President for Operations at Cranespharmacy.com from May 1999 to July 2000, Vice President for Clinical Services at Chronimed from June 1998 to May 1999 and Vice President of Product Management at Value Rx/Express Scripts from June 1997 to June 1998 |
Name and Address | Number of Shares | |||||||
of Beneficial Owner(1) | Beneficially Owned(2)(3) | Percent of Class(3) | ||||||
Dalal Street, Inc. 17 Spectrum Point Drive, Suite 503 Lake Forest, CA 92630 | 3,306,909 | (4) | 8.95 | % | ||||
Mohnish Pabrai 17 Spectrum Point Drive, Suite 503 Lake Forest, CA 92630 | 3,306,909 | (4) | 8.95 | % | ||||
Burgundy Asset Management Ltd. 181 Bay Street, Suite 4510 Toronto, Ontario Canada M5J 2T3 | 2,071,920 | (5) | 5.61 | % | ||||
Heartland Advisors, Inc. 789 North Water Street Milwaukee, WI 53202-3508 | 1,972,125 | (6) | 5.34 | % | ||||
Richard H. Friedman | 1,970,000 | (7) | 5.21 | % | ||||
Henry F. Blissenbach | 1,080,699 | (8) | * | |||||
Alfred Carfora | 196,667 | (9) | * | |||||
Russel J. Corvese | 66,167 | (10) | * | |||||
Barry A. Posner | 234,266 | (11) | * | |||||
Richard A. Cirillo | 31,000 | (12) | * | |||||
Charlotte W. Collins | 15,000 | (13) | * |
12
Table of Contents
Name and Address | Number of Shares | |||||||
of Beneficial Owner(1) | Beneficially Owned(2)(3) | Percent of Class(3) | ||||||
Louis T. DiFazio | 32,500 | (14) | * | |||||
Myron Z. Holubiak | 47,600 | (15) | * | |||||
David R. Hubers | 67,200 | (16) | * | |||||
Michael Kooper | 30,000 | (17) | * | |||||
Richard L. Robbins | 0 | (18) | * | |||||
Stuart A. Samuels | 67,200 | (19) | * | |||||
All Directors and Executive Officers as a group (17 persons) | 4,423,110 | (20) | 11.05 | % |
* | Less than 1%. |
(1) | Except as otherwise indicated, all addresses are c/o BioScrip, Inc., 100 Clearbrook Road, Elmsford, NY 10523. | |
(2) | The inclusion in this table of any shares of Common Stock as beneficially owned does not constitute an admission of beneficial ownership of those shares. Except as otherwise indicated, each person has sole voting power and sole investment power with respect to all such shares beneficially owned by such person. | |
(3) | Shares deemed beneficially owned by virtue of the right of an individual to acquire them within 60 days after April 25, 2005 upon the exercise of an option to purchase shares of Common Stock and shares of Common Stock with restrictions on transfer and encumbrance, with respect to which the owner has voting power, are treated as outstanding for purposes of determining beneficial ownership and the percentage beneficially owned by such individual. | |
(4) | Under SEC beneficial ownership rules, Dalal Street, Inc., referred to as Dalal, and Mohnish Pabrai are each deemed to beneficially own in the aggregate the same shares of common stock in the combined company as described further in this footnote. The information in this table relating to Dalal and Mr. Pabrai is based on Schedules 13G filed with the SEC on February 14, 2005 with respect to the Company and Chronimed on behalf of The Pabrai Investment Fund II, L.P., referred to as PIF2, Pabrai Investment Fund 3, Ltd., referred to as PIF3, The Pabrai Investment Fund IV, L.P., referred to as PIF4, Rainbee, Inc., referred to as Rainbee, Dalal, Harina Kapoor, Mr. Pabrai’s spouse, and Mr. Pabrai. Dalal is the general partner and investment manager of PIF2 and PIF4 and sole investment manager of PIF3. Ms. Kapoor is the sole shareholder of Rainbee, Inc. Mr. Pabrai is the sole shareholder and chief executive officer of Dalal and a shareholder and president of PIF3. Because of the relationships among these persons, they may be deemed to constitute a “group” under SEC beneficial ownership rules, and as such, each member of the group would be deemed to beneficially own, in the aggregate, all of the shares of common stock held by each of the other members of the group. Each of these persons disclaims membership in a group and disclaims beneficial ownership of any of the shares of common stock except that PIF2 claims beneficial ownership of 1,415,567 shares, PIF3 claims beneficial ownership of 606,673 shares, PIF4 claims beneficial ownership of 1,167,064 shares, Rainbee claims beneficial ownership of 3,054 shares, Ms. Kapoor claims beneficial ownership with respect to 106,333 shares (which includes 103,279 shares held by Ms. Kapoor and Mr. Pabrai as joint tenants and 3,054 shares held by Rainbee) and Mr. Pabrai claims beneficial ownership with respect to 115,091 shares (which includes 8,757 shares held by Mr. Pabrai as trustee under the uniform Gifts to Minors Act, 103,279 shares held by Ms. Kapoor and Mr. Pabrai as joint tenants and 3,054 shares held by Rainbee). | |
(5) | Based on a Form 13G filed with the SEC on February 10, 2005. | |
(6) | Based on a Form 13G filed with the SEC on January 14, 2005. | |
(7) | Includes 850,000 shares issuable upon exercise of the vested portion of options held by Mr. Friedman. Excludes 400,000 shares subject to the unvested portion of options held by Mr. Friedman. Includes 20,000 shares of Common Stock owned by the Richard Friedman Family Limited Partnership, of which |
13
Table of Contents
Mr. Friedman is a general and limited partner. Mr. Friedman has shared voting and dispositive power with respect to these shares of Common Stock. | ||
(8) | Includes 984,155 shares issuable upon exercise of the vested portion of options held by Mr. Blissenbach. | |
(9) | Includes 166,667 shares issuable upon exercise of the vested portion of options held by Mr. Carfora. Excludes 183,333 shares subject to the unvested portion of options held by Mr. Carfora. |
(10) | Includes 63,667 shares issuable upon exercise of the vested portion of options held by Mr. Corvese. Excludes 23,333 shares subject to the unvested portion of options held by Mr. Corvese. |
(11) | Includes 170,666 shares issuable upon exercise of the vested portion of options and 60,000 shares of Common Stock subject to restrictions on transfer and encumbrance through December 31, 2006, with respect to which Mr. Posner possesses voting rights. Excludes 50,000 shares subject to the unvested portion of options held by Mr. Posner. See “Employment Agreements” for a description of the terms and conditions of the restricted shares. Mr. Posner shares voting and dispositive power over 2,600 shares with his spouse. |
(12) | Includes 30,000 shares issuable upon exercise of the vested portion of options held by Mr. Cirillo. Excludes 5,000 shares subject to the unvested portion of options held by Mr. Cirillo. |
(13) | Includes 15,000 shares issuable upon exercise of the vested portion of options to purchase Common Stock held by Ms. Collins. Excludes 10,000 shares subject to the unvested portion of options held by Ms. Collins. |
(14) | Includes 30,000 shares issuable upon exercise of the vested portion of options held by Dr. DiFazio. Excludes 5,000 shares subject to the unvested portion of options held by Dr. DiFazio. |
(15) | Includes 47,600 shares issuable upon exercise of the vested portion of options held by Mr. Holubiak. Excludes 20,000 shares subject to the unvested portion of options held by Mr. Holubiak. |
(16) | Includes 67,200 shares issuable upon exercise of the vested portion of options held by Mr. Hubers. Excludes 20,000 shares subject to the unvested portion of options held by Mr. Hubers. |
(17) | Includes 30,000 shares issuable upon exercise of the vested portion of options held by Mr. Kooper. Excludes 5,000 shares subject to the unvested portion of options held by Mr. Kooper. |
(18) | Excludes 20,000 shares subject to the unvested portion of options held by Mr. Robbins. |
(19) | Includes 67,200 shares issuable upon exercise of the vested portion of options held by Mr. Samuels. Excludes 20,000 shares subject to the unvested portion of options held by Mr. Samuels. |
(20) | Includes 3,076,565 shares issuable upon exercise of the vested portion of options and 60,000 shares of Common Stock subject to restrictions on transfer and encumbrance. |
14
Table of Contents
Annual Compensation | Long-term Compensation | ||||||||||||||||||||||||||||
Restricted | Securities | ||||||||||||||||||||||||||||
Other Annual | Stock | Underlying | All Other | ||||||||||||||||||||||||||
Name and Principal Position | Year | Salary($) | Bonus($) | Compensation(1)(2) | Award(s)($) | Options (#) | Compensation($) | ||||||||||||||||||||||
Richard H. Friedman | 2004 | 675,562 | — | 18,082 | — | 200,000 | 20,322 | (4) | |||||||||||||||||||||
Chairman, Chief Executive | 2003 | 593,384 | — | 19,501 | — | 200,000 | (3) | 23,683 | (4)(5) | ||||||||||||||||||||
Officer | 2002 | 593,384 | 207,000 | 18,000 | — | 200,000 | 27,541 | (4)(5) | |||||||||||||||||||||
Barry A. Posner | 2004 | 325,968 | — | 20,391 | — | — | 3,507 | (4) | |||||||||||||||||||||
Executive Vice President, | 2003 | 287,259 | — | 16,215 | — | 75,000 | 4,587 | (4)(5) | |||||||||||||||||||||
General Counsel and | 2002 | 273,615 | 40,000 | 12,000 | — | — | 6,601 | (4)(5) | |||||||||||||||||||||
Secretary | |||||||||||||||||||||||||||||
James S. Lusk | 2004 | 328,084 | — | 17,697 | — | — | — | ||||||||||||||||||||||
Chief Financial Officer, | 2003 | 299,384 | — | 15,496 | — | 75,000 | 1,175 | (5) | |||||||||||||||||||||
Treasurer | 2002 | 51,852 | 15,000 | 2,000 | — | 150,000 | 588 | (5) | |||||||||||||||||||||
Alfred Carfora | 2004 | 373,831 | — | 17,879 | — | — | — | ||||||||||||||||||||||
President, Chief Operating | 2003 | 328,508 | — | 16,275 | — | 350,000 | 1,175 | (5) | |||||||||||||||||||||
Officer | 2002 | 40,000 | 15,000 | — | — | — | 294 | (5) | |||||||||||||||||||||
Russell J. Corvese | 2004 | 233,669 | — | 6,000 | — | — | — | ||||||||||||||||||||||
Executive Vice President, | 2003 | 212,947 | — | 6,000 | — | — | 87,238 | (5)(6) | |||||||||||||||||||||
Operations | 2002 | 180,634 | 35,000 | 6,000 | — | — | 3,525 | (5) |
(1) | Represents automobile allowances or leases. |
(2) | Represents automobile insurance premiums. |
(3) | These options were issued to Mr. Friedman following stockholder approval of amendments to the 2001 Plan at the Company’s 2003 annual meeting. These options were granted as of, and the exercise price was equal to the fair market value of a share of Common Stock on, January 2, 2002. These option grants were approved and committed to be issued in connection with a compensation arrangement approved by the Company’s Compensation Committee in December of 2001 but had not been issued as of the date of the 2003 annual meeting. |
(4) | Represents country club membership dues. |
(5) | Represents life insurance premiums. |
(6) | Represents re-imbursement for relocation expense. |
15
Table of Contents
Number of securities to be | Weighted-average | |||||||||||
issued upon exercise of | exercise price of | Number of securities remaining available for | ||||||||||
outstanding options, | outstanding options, | future issuance under equity compensation plans | ||||||||||
warrants and rights | warrants and rights | (excluding securities reflected in column (a)) | ||||||||||
Plan Category | (a) | (b) | (c) | |||||||||
Equity compensation plans approved by security holders | 3,897,490 | $ | 8.09 | 1,333,690 | ||||||||
Equity compensation plans not approved by security holders | 25,000 | $ | 3.56 | — | ||||||||
Total | 3,922,490 | $ | 8.06 | 1,333,690 | ||||||||
Individual Grants | ||||||||||||||||||||||||
% of | ||||||||||||||||||||||||
Number of | Total | Potential Realizable Gain | ||||||||||||||||||||||
Securities | Options | Assuming Annual Rates of | ||||||||||||||||||||||
Underlying | Granted | Stock Price | ||||||||||||||||||||||
Options | to | Exercise | Appreciation($) | |||||||||||||||||||||
Granted | Employees | Price | Expiration | |||||||||||||||||||||
Name | (#) | in 2003 | ($/share) | Date | 5% | 10% | ||||||||||||||||||
Richard H. Friedman | 200,000 | 52.6 | % | $ | 7.03 | 1/2/2014 | $ | 884,226 | $ | 2,240,802 |
Number of Securities | Value of Unexercised | |||||||||||||||
Underlying Unexercised | In-the-Money Options at | |||||||||||||||
Options at Fiscal Year-End | Fiscal Year-End | |||||||||||||||
Name | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||
Richard H. Friedman | 650,000 | 400,000 | $ | 1,078,472.78 | $ | 74,666.48 | ||||||||||
Barry A. Posner | 170,666 | 50,000 | $ | 47,738.76 | $ | — | ||||||||||
James S. Lusk | 125,000 | 100,000 | $ | 75,000.00 | $ | 37,500.00 | ||||||||||
Alfred Carfora | 116,668 | 233,332 | $ | 12,500.25 | $ | 24,999.75 | ||||||||||
Russell J. Corvese | 63,667 | 23,333 | $ | 37,200.00 | $ | — |
16
Table of Contents
1. Annual bonuses and long-term compensation for senior management and key employees should be at risk, with actual compensation levels corresponding to the Company’s actual financial performance and each participating executive’s personal goals and accomplishments. | |
2. Over time, incentive compensation of the Company’s management should focus more heavily on long-term rather than short-term accomplishments and results. | |
3. Equity-based compensation and equity ownership expectations should be used to provide management with clear and distinct links to stockholder interests. | |
4. The overall compensation programs should be structured to ensure the Company’s ability to attract, retain, motivate and reward those individuals who are best suited to achieving the desired performance results, both long-term and short-term, while taking into account the role and responsibilities of the individual. |
17
Table of Contents
Compensation of the Chief Executive Officer |
Deductibility of Compensation |
18
Table of Contents
Submitted by the Compensation Committee: | |
Louis T. DiFazio, Ph.D. (Chairman) | |
Myron Z. Holubiak | |
David R. Hubers | |
Michael Kooper |
19
Table of Contents
20
Table of Contents
21
Table of Contents
22
Table of Contents
![(Performance Graph)](https://capedge.com/proxy/DEF 14A/0000950123-05-005187/y08014y0801400.gif)
23
Table of Contents
24
Table of Contents
Long-Term | ||||||||||||||||||||||||||||
Compensation Awards | ||||||||||||||||||||||||||||
Annual Compensation | ||||||||||||||||||||||||||||
Restricted | Securities | |||||||||||||||||||||||||||
Other Annual | Stock | Underlying | All Other | |||||||||||||||||||||||||
Year | Salary($) | Bonus($)(1) | Compensation($)(2) | Awards($)(3) | Options(#)(4) | Compensation(5) | ||||||||||||||||||||||
Henry F. Blissenbach | 2004 | 415,000 | 304,221 | 6,400 | — | — | — | |||||||||||||||||||||
2003 | 382,917 | 262,555 | 5,212 | 329,700 | 200,910 | — | ||||||||||||||||||||||
2002 | 341,042 | 230,023 | 4,701 | — | 176,000 | — | ||||||||||||||||||||||
Gregory H. Keane | 2004 | 210,000 | 111,951 | 6,195 | — | — | — | |||||||||||||||||||||
2003 | 197,750 | 91,118 | 4,606 | 94,200 | 83,500 | — | ||||||||||||||||||||||
2002 | 183,375 | 79,220 | 3,794 | — | 35,500 | — | ||||||||||||||||||||||
Brian J Reagan(6) | 2004 | 215,000 | 111,898 | — | — | — | — | |||||||||||||||||||||
2003 | 211,000 | 81,065 | — | — | 64,550 | — | ||||||||||||||||||||||
2002 | 54,615 | 32,500 | — | — | 25,000 | 21,000 | ||||||||||||||||||||||
Anthony J. Zappa(7) | 2004 | 241,500 | 94,610 | 5,200 | — | — | — | |||||||||||||||||||||
2003 | 230,625 | 95,173 | 4,269 | 47,100 | 69,780 | — | ||||||||||||||||||||||
2002 | 199,904 | 65,000 | 1,979 | — | 52,000 | — |
(1) | Bonus amounts represent the bonus earned for the calendar year shown. |
(2) | “Other Annual Compensation” consists of Company 401(k) contribution matches. |
(3) | In August 2002, Chronimed’s Compensation Committee approved restricted stock grants to officers under Chronimed’s 2001 Stock Incentive Plan. These restricted shares were to be recognized as compensation expense over the four year vesting period of the grant, subject to an acceleration provision based on increases in Chronimed’s stock price. The restricted shares fully vested in March 2003 as provided by the grant acceleration provision and were fully recognized as compensation expense in 2003. |
(4) | All non-qualified stock options are transferable by each officer to his or her immediate family members and family trusts. |
(5) | Amount represents compensation paid to Brian Reagan for consulting services performed prior to becoming an employee of Chronimed. |
(6) | Brian Reagan joined Chronimed in September 2002. |
(7) | Anthony Zappa joined Chronimed in January 2002. |
A-1
Table of Contents
Number of Securities | Number of Securities Remaining | |||||||||||
to be Issued Upon | Weighted-Average | Available for Future Issuance | ||||||||||
Exercise of | Exercise Price of | Under Equity Compensation | ||||||||||
Outstanding Options, | Outstanding Options, | Plans (Excluding Securities | ||||||||||
Warrants and Rights | Warrants and Rights | Reflected in Column (a)) | ||||||||||
Plan Category | (a) | (b) | (c) | |||||||||
Equity compensation plans approved by security holders | 2,368,801 | $ | 8.02 | 1,309,872 | ||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||
Total | 2,368,801 | $ | 8.02 | 1,309,872 | ||||||||
Number of Securities | Value of Unexercised | |||||||||||||||
Underlying Unexercised | In-The-Money Options at | |||||||||||||||
Options at Fiscal Year-End (#) | Fiscal Year-End($) | |||||||||||||||
Name | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||
Henry F. Blissenbach | 632,109 | 246,601 | 466,840 | 115,280 | ||||||||||||
Gregory H. Keane | 146,580 | 73,110 | 75,005 | 10,480 | ||||||||||||
Brian J Reagan | 46,947 | 42,603 | 44,000 | — | ||||||||||||
Anthony J. Zappa | 85,725 | 61,055 | 86,840 | — |
A-2
Table of Contents
ANNUAL MEETING OF STOCKHOLDERS OF | ||||
BIOSCRIP, INC. | ||||
To be held on May 25, 2005 |
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
â Please detach along perforated line and mail in the envelope provided.â
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x
PROPOSAL 1. Election of Directors:
NOMINEES: | ||||||
o | FOR ALL NOMINEES | m | Henry F. Blissenbach | |||
m | Richard A. Cirillo | |||||
m | Charlotte W. Collins | |||||
o | WITHHOLD AUTHORITY FOR ALL NOMINEES | m m | Louis T. DiFazio Richard H. Friedman | |||
m m | Myron Z. Holubiak David R. Hubers | |||||
o | FOR ALL EXCEPT (See instructions below) | m m | Michael Kooper Richard L. Robbins | |||
m | Stuart A. Samuels |
INSTRUCTION: | To withhold authority to vote for any individual nominee(s), mark“FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: l |
To change the address on your account, please check the box at the right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. o
FOR | AGAINST | ABSTAIN | ||||
PROPOSAL 2.Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent auditors | o | o | o |
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR IF NO CONTRARY DIRECTION IS INDICATED WILL BE VOTED FOR PROPOSALS 1-2 ABOVE AND IN THE DISCRETION OF THE PROXIES UPON SUCH OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.
Signature of Stockholder | Date: | Signature of Stockholder | Date: |
Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
Table of Contents
PROXY CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
TO BE HELD MAY 25, 2005
The undersigned stockholder of BIOSCRIP, INC., a Delaware corporation (the “Company”), hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement dated April 28, 2005, and hereby revokes all prior proxies and appoints Henry F. Blissenbach, Richard H. Friedman and Barry A. Posner, or any one of them, proxies and attorneys-in-fact, with full powers to each of substitution and resubstitution, on behalf and in the name of the undersigned, to represent the undersigned at the 2005 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held on May 25, 2005, at 10:00 a.m., local time, at the Westchester Marriott Hotel, 670 White Plains Road, Tarrytown, New York 10591, and at any adjournments or postponements thereof, and to vote all shares of Common Stock of the Company which the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the reverse side and upon such other matters as may properly come before the Annual Meeting or any adjournments or postponements thereof, hereby revoking any proxies heretofore given.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR IF NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTED “FOR” PROPOSALS 1-2 ON THE REVERSE SIDE HEREOF IN FAVOR OF MANAGEMENT’S RECOMMENDATIONS AND FOR SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AS SAID PROXIES DEEM ADVISABLE AND IN THE BEST INTEREST OF THE COMPANY.
(IMPORTANT – TO BE MARKED, SIGNED AND DATED ON REVERSE SIDE)
Table of Contents
ANNUAL MEETING OF STOCKHOLDERS OF | ||||
BIOSCRIP, INC. | ||||
To be held on May 25, 2005 |
PROXY VOTING INSTRUCTIONS |
MAIL –Date, sign and mail your proxy card in the envelope provided as soon as possible.
- OR -
- OR - -
COMPANY NUMBER | |||||
ACCOUNT NUMBER | |||||
You may enter your voting instructions at 1-800-PROXIES or www.voteproxy.com up until 11:59 PM Eastern Daylight Time the day before the meeting date.
â Please detach along perforated line and mail in the envelope provided.â
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x
PROPOSAL 1. Election of Directors:
NOMINEES: | ||||||
o | FOR ALL NOMINEES | m | Henry F. Blissenbach | |||
m | Richard A. Cirillo | |||||
m | Charlotte W. Collins | |||||
o | WITHHOLD AUTHORITY FOR ALL NOMINEES | m m | Louis T. DiFazio Richard H. Friedman | |||
m m | Myron Z. Holubiak David R. Hubers | |||||
o | FOR ALL EXCEPT (See instructions below) | m m | Michael Kooper Richard L. Robbins | |||
m | Stuart A. Samuels |
INSTRUCTION: | To withhold authority to vote for any individual nominee(s), mark“FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: l |
To change the address on your account, please check the box at the right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. o
FOR | AGAINST | ABSTAIN | ||||
PROPOSAL 2.Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent auditors | o | o | o |
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR IF NO CONTRARY DIRECTION IS INDICATED WILL BE VOTED FOR PROPOSALS 1-2 ABOVE AND IN THE DISCRETION OF THE PROXIES UPON SUCH OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.
Signature of Stockholder | Date: | Signature of Stockholder | Date: |
Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |