SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
PRELIMINARY PROXY STATEMENT
PURSUANT TO SECTION 14A OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant []
Check the appropriate box:
[] Preliminary Proxy Statement
[] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[] Definitive Additional Materials
[] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
BICO, INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee
[] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(I)(1), 14a-6(i)(2)
Or Item 22 (a)(2) of Schedule 14a
[] $500 per each party to the controversy pursuant to Exchange Act
Rules 14a-6(i)(3)
[] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
And 0-11
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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 the transaction:
5) Total fee paid:
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[] Check box if any part of the fee is offset as provided by
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Registration statement number, or the Form or Schedule and the date
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BICO, INC.
2275 SWALLOW HILL ROAD
PITTSBURGH, PA 15220
May 20, 2002
Dear Stockholder:
You are invited to attend a Special Meeting of Stockholders
to be held on July 5, 2002 at the Holiday Inn in Washington, PA
at 9:00 a.m., Eastern Standard Time.
The accompanying Notice of Special Meeting and Proxy
Statement provide information about the matters to be acted upon
by the stockholders.
Our Board of Directors appreciates your continued support
and urges you to vote FOR the item presented.
Sincerely,
/s/ Fred E. Cooper
Fred E. Cooper
CEO
BICO, INC.
2275 Swallow Hill Road
Pittsburgh, PA 15220
Telephone 412-429-0673
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 5, 2002
The Special Meeting of the stockholders of BICO, Inc., a
Pennsylvania Corporation will be held at the Holiday Inn,
Washington, Pennsylvania, on July 5, 2002 at 9:00 a.m., local
time, for the following purpose:
1. To amend our Articles of Incorporation, as amended; to
increase the number of authorized shares of common stock to
8,000,000,000, as set forth in the proxy statement.
By Order of the Board of Directors
/s/ Anthony J. Feola
Anthony J. Feola, Secretary
Date: May 20, 2002
PLEASE NOTE: ONLY BONA FIDE STOCKHOLDERS WILL BE ADMITTED TO THE
SPECIAL STOCKHOLDERS MEETING; PHOTO IDENTIFICATION AND PROOF OF
OWNERSHIP AS OF THE RECORD DATE WILL BE REQUIRED FOR ADMITTANCE.
If you can't attend the Special Meeting in person, you should
fill out and mail the enclosed proxy card as soon as you can to:
Proxy Tabulation Dept., Mellon Investor Services, 44 Wall Street,
6th Floor, New York, New York 10005. We'd appreciate your prompt
response via proxy. For your vote to count, you need to return
your proxy card by July 3, 2002. You can change your vote by
either: sending a written notice to our secretary, Anthony J.
Feola; by sending a new proxy with a later date; or by coming to
the meeting and changing your vote in person.
BICO, Inc.
The Bourse, Building 2500, Second Floor
2275 Swallow Hill Road | Pittsburgh, PA 15220
(412) 429-0673 FAX (412) 279-1367
BICO, INC.
We plan to mail this Proxy Statement by June 4, 2002
PROXY STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS
July 5, 2002
Our board of directors sent this proxy to you. If you send
in your proxy card and want to change your vote, you can do so in
one of three ways:
(1) Send a written notice to our secretary, Anthony J. Feola at
our address noted above
(2) Send a new proxy with a later date than the first one
(3) Come to the meeting and change your vote in person.
We're paying for all the costs and expenses to send this
proxy to you. Those costs include reimbursements to other people
who send proxies for us.
April 8, 2002 was the record date for this meeting. Record
date means that only the people who owned our stock on April 8,
2002 are allowed to vote at this meeting and get this proxy.
Each share of our common stock is entitled to one vote. We had
2,656,885,988 shares outstanding as of that record date.
SOLICITATION OF PROXIES AND VOTING PROCEDURES
Our board of directors is soliciting this proxy. We are
paying the expenses of this solicitation, including the cost of
preparing, handling, printing and mailing the notice of special
meeting, proxy and proxy statement. We estimate that it will
cost about $300,000. Part of that total includes fees we'll pay
to Mellon Investor Services, our registrar and transfer agent,
for its assistance in the solicitation of proxies. We'll also
reimburse brokers and other persons holding shares in their names
or those of their nominees for their expenses for sending proxy
materials to stockholders and obtaining their proxies.
We urge you to specify your choice, date, and sign and
return the enclosed proxy in the enclosed envelope. We'd
appreciate your prompt response. Each share of our common stock
outstanding as of the record date is entitled to one vote on each
matter submitted to the stockholders for a vote at the meeting.
The matters submitted to a vote at the meeting will be decided by
the vote of a majority of all votes cast in person or by proxy at
the meeting. Abstentions will be treated as shares present and
entitled to vote for purposes of determining the presence of a
quorum, but will not be considered as votes cast in determining
whether the stockholders have approved a matter. If a broker or
other record holder or nominee indicates on a proxy that it does
not have authority as to certain shares to vote on a particular
matter (commonly referred to as "broker non-votes"), those shares
will not be considered as present and entitled to vote with
respect to that matter.
Transfer Agent
Mellon Investor Services in New York, New York acts as our
registrar and transfer agent for our common and preferred stock.
We act as our own warrant registrar transfer agent.
DESCRIPTION OF SECURITIES
Our authorized capital currently consists of 4,000,000,000
shares of common stock, par value $.10 per share and 500,000
shares of cumulative preferred stock, par value $10.00 per share.
Preferred Stock
Our Articles of Incorporation authorize the issuance of a
maximum of 500,000 shares of cumulative convertible preferred
stock, and authorize our board of directors to define the terms
of each series of preferred stock. In 2001 and 2002, our board
of directors authorized the creation of five new series of
convertible preferred stock - series G, H, I, J and K. The
certificates of designation for each series - the corporate
document that defines the terms of those series of preferred
stock - are all filed as exhibits to this registration statement.
As of April 30, 2002 we had a total of 32,280 shares of our
preferred stock outstanding, as follows:
10,530 shares of Series G
2,000 shares of Series H
4,000 shares of Series I
750 shares of Series J
15,000 shares of Series K
None of our convertible preferred stock is secured by any of
our assets. Each share of our preferred stock has a designated
value of $500 per share. There is no minimum conversion price,
so the lower the bid price of our stock, the more shares we will
need to issue when our preferred stock is converted - there is no
limit on the number of shares of our common stock that our
preferred stock can be converted into. This means that, if our
stock price is low, the preferred stockholders could own a large
percentage of our outstanding common stock - except that they
have each agreed not to own more than 5% of our common stock at
any one time. We only sold our preferred stock to accredited
investors. We can redeem our preferred stock. On May 7, 2002,
we filed a registration statement on Form S-1 to cover the common
stock our preferred stockholders will receive when they convert
their preferred stock. You should review that registration
statement for more information on our preferred stock and our
stock offering on their behalf. We will send you a copy of our
registration statement - your instructions to receive it are on
the last page of this proxy.
Each series of preferred stock has its own minimum holding
period and each series defines its conversion price. Copies of
our preferred stock documents are attached to this prospectus as
exhibits.
Our series G preferred stock has a minimum holding period of
the earlier of: 60 days from issuance or the date our
registration statement on Form S-1 is declared effective by the
SEC. The series G preferred is convertible into our common stock
at a 24% discount to the 5-day average of our closing bid price
immediately prior to conversion.
Our series H preferred stock has a minimum holding period of
the earlier of: 75 days from issuance or 35 days after the date
our registration statement on Form S-1 is declared effective by
the SEC. The series H is convertible into our common stock at a
20% discount to the 5-day average of our closing bid price
immediately prior to conversion.
Our Series J preferred stock has a minimum holding period of
30 days from issuance and is convertible into our common stock at
a 20% discount to the 5-day average of our closing bid price
immediately prior to conversion.
We raised a total of $6,715,000 from selling our series G, H
and J preferred stock.
We issued 4,000 shares of our series I preferred stock to Mr.
and Mrs. Farrell Jones as part of a renegotiation and settlement
of amounts due in connection with our purchase of ICTI back in
1998. Even though we wrote off that entire investment, we still
owed the Joneses a total of $5,450,348. In December 2001, we
finalized an agreement with the Joneses to decrease the amount
owed to a total of $2,887,500. Of that total, $2 million was
applied when we issued them the 4,000 shares of series I
preferred stock. The series I preferred is convertible at any
time into our common stock based on the 5-day average of our
closing bid price immediately prior to conversion. None of the
series I has been converted to date. We don't have any other
relationship with the Joneses other than these remaining issues
from the ICTI transaction. You should review our Form 10-K for
more information on the settlement with the Joneses. We will
send you a copy of our 10-K if you request it - the instructions
are on the last page of this proxy.
In February 2002, we accepted a $25 million funding
commitment from J.P. Carey Asset Management, LLC, a Georgia
corporation. The initial funding from this commitment is through
J.P. Carey Asset Management's purchase of $7.5 million of our
Series K preferred stock. We will receive funds, about once a
month, based on the following formula. Based on that formula, we
would have received about $1 million in April 2002. If our stock
price and/or our trading volume decrease, we would have to
request less.
First, compute the daily trading value for our stock: the
closing bid price times that days' volume
Second, compute that daily trading value for the 22 trading
days prior to conversion
Third, take the average of those 22 days trading value
Finally, multiply that 22-day average by 6.
The conversion price for the Series K preferred is based on a
10% discount to the average of the lowest 3 consecutive closing
bid prices during the 22 days prior to conversion. For example,
if conversion had occurred on
May 15, 2002, it would have been at a 10% discount to the average
closing bid prices on May 10, 13, and 14, 2002. That price,
after the discount, would be $0.0063 per share. If our stock
price drops, the conversion price per share will also drop.
Common Stock
Holders of our common stock are entitled to one vote per
share for each share held of record on all matters submitted to a
vote of stockholders. Holders of our common stock do not have
cumulative voting rights, and therefore the holders of a majority
of the shares of common stock voting for the election of
directors may elect all of the directors, and the holders of the
remaining common stock would not be able to elect any of the
directors. Subject to preferences that may be applicable to the
holders of our preferred stock, if any, the holders of our common
stock are entitled to receive dividends that may be declared by
our board of directors.
In the event of a liquidation, dissolution or winding up of
our operations, whether voluntary or involuntary, and subject to
the rights of any preferred stockholders, the holders of our
common stock would be entitled to receive, on a pro rata basis,
all of our remaining assets available for distribution to our
stockholders. The holders of our common stock have no
preemptive, redemption, conversion or subscription rights. As of
April 30, 2002, we had 2,766,885,988 shares of our common stock
outstanding.
Dividends
We have not paid cash dividends on our common stock, with the
exception of 1983, since our inception. We do not anticipate
paying any dividends at any time in the foreseeable future. We
expect to use any excess funds generated from our operations for
working capital and to continue to fund our various projects.
Our Articles of Incorporation restrict our ability to pay cash
dividends under certain circumstances. For example, our board
can only declare dividends subject to any prior right of our
preferred stockholders to receive any accrued but unpaid
dividends. In addition, our board can only declare a dividend to
our common stockholders from net assets that exceed any
liquidation preference on any outstanding preferred stock.
Employment Agreement Provisions Related to Changes in Control
We have employment agreements with change in control
provisions with the following officers: Fred E. Cooper, Anthony
J. Feola, Glenn Keeling and Michael P. Thompson. The agreements
provide that in the event of a "change of control," we must:
issue to Mr. Cooper shares of common stock equal to 5%; issue to
Mr. Feola 4%; issue to Mr. Keeling 3%; and issue to Mr. Thompson
2% each of our outstanding shares of common stock. For purposes
of these agreements, a change of control is deemed to occur: when
20% or more of our outstanding voting stock is acquired by any
person; or when 1/3 or more of our directors are not continuing
directors, as defined in the agreements; or when a controlling
influence over our management or policies is exercised by any
person or by persons acting as a group within the meaning of the
federal securities laws.
Warrants
As of April 30, 2002, we had outstanding warrants - most of
which are not currently exercisable - to purchase 95,502,560
shares of our common stock. These warrants have exercise prices
ranging from $.015 to $3.20 per share and expiration dates
through January 24, 2007, and are held by members of our
scientific advisory board, certain employees, officers,
directors, loan guarantors, and consultants. As of April 30,
2002, many of our outstanding warrants were not currently
exercisable - 82,746,898 warrants were subject to a lock-up
arrangement where the warrant holders agreed not to exercise them
until August 2002.
Holders of warrants are not entitled to vote, to receive
dividends or to exercise any of the rights of the holders of
shares of our common stock for any purpose until the warrant
holder properly exercises the warrant and pays the exercise
price.
MARKET PRICE FOR COMMON STOCK
Our common stock trades on the electronic bulletin board
under the symbol "BIKO." On May 16, 2002, the closing bid price
for the common stock was $.006 per share. The following table
sets forth the high and low bid prices for our common stock
during the calendar periods indicated, through March 31, 2002.
Because our stock trades on the electronic bulletin board, you
should know that these stock price quotations reflect inter-
dealer prices, without retail mark-up, markdown or commission,
and they may not necessarily represent actual transactions.
Calendar Year High Low
and Quarter
1999 First Quarter $ .084 $ .049
Second Quarter $ .340 $ .048
Third Quarter $ .125 $ .070
Fourth Quarter $ .099 $ .050
2000 First Quarter $1.050 $ .051
Second Quarter $ .400 $ .160
Third Quarter $ .184 $ .12
Fourth Quarter $ .122 $ .049
2001 First Quarter $.1355 $ .05
Second Quarter $ .072 $ .037
Third Quarter $ .057 $ .01
Fourth Quarter $ .049 $ .02
2002 First Quarter $ .033 $ .015
As of April 8, 2002, the record date for our meeting, we had
approximately 127,000 holders, including those who hold in street
name, of our common stock, and 41 holders of our preferred stock.
SELECTED FINANCIAL DATA
YEARS ENDED DECEMBER 31st
2001 2000 1999 1998 1997
Total Assets $24,637,421 $21,930,070 $15,685,836 $9,835,569 $12,981,300
Long-Term
Obligations $ 2,280,935 $ 2,211,537 $ 1,338,387 $1,412,880 $ 2,697,099
Working
Capital ($10,429,990) $ 754,368 $ 4,592,935 ($9,899,008) $ 888,082
(Deficit)
Preferred
Stock $ 169,300 $ 0 $ 720,000 $ 0 $ 0
Net Sales $ 4,342,203 $ 340,327 $ 112,354 $1,145,968 $ 1,155,907
TOTAL
REVENUES $ 4,349,918 $ 345,874 $ 165,251 $1,196,180 $ 1,260,157
Other Income $ 561,817 $ 589,529 $ 1,031,560 $ 182,033 $ 165,977
Warrant
Extensions $ 0 $ 5,233,529 $ 4,669,483 $ 0 $ 4,046,875
Benefit
(Provision)
for Income
Taxes ($ 120,882) $ 0 $ 0 $ 0 $ 0
Net Loss ($30,942,310)($42,546,303)($38,072,578)($22,402,644)($30,433,177)
Net Loss per
Common Share:
Basic ($.02) ($.04) ($.05) ($.08) ($.43)
Diluted ($.02) ($.04) ($.05) ($.08) ($.43)
Cash Dividends
per share:
Preferred $ 0 $ 0 $ 0 $ 0 $ 0
Common $ 0 $ 0 $ 0 $ 0 $ 0
For more information, you should read our Form 10-K for the
year ended December 31, 2001, our Form S-1/A filed May 7, 2002,
and our Form 10-Q for the quarter ended March 31, 2002, which you
can get from us by following the directions on the last page of
this proxy.
INCREASE IN NUMBER OF AUTHORIZED SHARES
Our Articles of Incorporation, as amended, authorize the
issuance of 4,000,000,000 shares of common stock, par value $.10
per share. As of April 30, 2002 we had 2,766,885,988 shares of
our common stock outstanding, plus currently exercisable warrants
to purchase 95,502,560 shares of our common stock.
Until we're able to achieve significant international sales
of our Petrol Rem products, as well as significant placement and
revenue from our ViaCirq hyperthermia system, we'll continue to
need to raise capital by selling our stock and convertible
securities. Since we began our Petrol Rem and ViaCirq projects,
through December 31, 2001 we've spent $17.8 million and $18.7
million, respectively, and only realized total revenues of
approximately $3.8 million from those projects through December
31, 2001. Because the market price for our stock has remained
low, we've had to sell more stock than we planned; therefore, our
management and our board believe that it's necessary to authorize
more shares.
The proposal to increase the number of authorized shares is
part of our management's long-term plan to continue funding for
our primary projects: our continued marketing efforts for our
environmental and hyperthermia products, to continue research and
development, clinical trials and to fund manufacturing start-up
of the noninvasive glucose sensor. Any future sale of additional
shares, whether in a public or private offering, will dilute your
holdings. Our management has no current specific plans for any
proceeds received from the future sale of the additional shares,
but may use any proceeds to continue funding our operations,
existing research and development projects, manufacturing, and
other unrelated projects which they believe are in the best
interest of our company. Those projects are risky, and our
management can't assure you that any project will be successful
or profitable.
As part of our management's plan to increase the value of
our company, we have made some major cost-cutting moves:
Our management has taken salary cuts of 40-50% each, which
will mean approximately $1 million less in executive salaries in
2002;
We are in the process of selling our CCTI assets and
discontinuing those metal-coating operations, which will save us
approximately $900,000 in 2002, compared to 2001;
We have discontinued the Truepoints.com operations, which
will save us over $750,000 in 2002, compared to 2001;
We have trimmed our Biocontrol Technology payroll, and kept
only those employees necessary to continue the Diasensor3000
research and development, plus those employees working on our
outside contract manufacturing that generates revenues; and
We discontinued our ongoing clinical trials of the
Diasensor2000, because it took much longer and cost more than we
thought it would take - we believe we are better off finishing
the development of the Diasensor3000 - because it is a better
device, and because we believe the clinical trials for the new
device will be quicker and less expensive.
During the past several years, we have invested in companies
because our management believed they would generate revenue -
some did and some did not. One investment that continues to
generate revenue is INTCO. In 2000, we invested approximately
$1.25 million in INTCO, an environmental clean-up company. INTCO
is part of our Petrol Rem subsidiary, and is generating revenues.
INTCO was the primary reason for Petrol Rem's increased revenues
in 2001; INTCO's revenues aggregated approximately $3.2 million
during 2001. One investment that did not generate the revenues
we hoped was Tireless LLC, which is another part of our Petrol
Rem operations. In addition to our total equity investment of
$455,000, we also loaned Tireless $515,610 during the year ended
December 31, 2001, and to date Tireless has only generated
minimal revenues. We are not planning to invest any more money
in Tireless.
We've also invested in four other companies over the last
few years because our management believed they would either
generate revenues, or would bring strength and support to our
diabetes-related projects. Those companies, American Inter-
Metallics, Inc., MicroIslet, Inc., Insight Data Link, and
Diabecore Medical Inc. are unconsolidated subsidiaries.
Beginning in 1999 and through December 31, 2001, we've invested a
total of approximately $3.7 million in those four companies.
None of those investments have generated any revenue, although,
for the reasons we discuss in the next paragraph, our management
believes MicroIslet may still prove to be a valuable investment.
We are not planning to increase our investment in any of those
four companies.
In April 2002, MicroIslet participated in a merger with ALD
Services, Inc., a publicly traded shell company known as ALDI.
In connection with the merger, Diasense, along with the other
MicroIslet shareholders, consented to a forward stock split of
MicroIslet stock where each common stockholder received 3.1255
shares of MicroIslet for every one share owned. As a result,
Diasense received 3,465,451 shares of MicroIslet common stock.
All the common stockholders maintained their same percentage
ownership. Diasense, along with the other MicroIslet
stockholders, also approved the merger with ALDI. As a result of
the merger each MicroIslet common stockholder - including
Diasense - received one share of ALDI stock for each share of
MicroIset stock owned. After the merger, Diasense owns
approximately 15.3% of restricted stock of the public company,
which is doing business as MicroIslet. In May 2002, MicroIslet
changed its trading symbol to MIIS.OB.
In 2001, we also invested in Rapid HIV Detection Corp.,
which we formed to market rapid HIV tests. Although our
management believes the Rapid HIV tests are good products, we
have not made the additional investments called for in our
contract. In May 2002, we were unable to make up the payments
due under our exclusive marketing agreement with Rapid HIV
Detection Corp. As a result, we no longer have the excusive
marketing rights to the rapid HIV tests. However, we are still
marketing the tests and we are negotiating with GAIFAR to enter
into a contract to define what revenues we would receive on any
sales we make. Since we are no longer obligated under the
marketing agreement, we don't have to make the remaining $5.6
million in payments that would have been due this year.
You should read our Form 10-K, our Form S-1/A and our Form
10-Q for more information on all of our projects - for
instructions on how to receive a copy, please read the last page
of this proxy.
Part of any proceeds we receive from selling our stock will
also be used for general and administrative expenses, including
salaries and bonuses. In 2001, we paid our executive officers
and directors a total of approximately $3.6 million, which
includes all payments from not only BICO, but also all of our
subsidiaries. In the first quarter of 2001, we had to pay David
L. Purdy approximately $900,000 when he left BICO - we've
replaced him with someone who earns less than Mr. Purdy. Because
our executive officers have all taken pay cuts, those expenses
will be lower in 2002.
In the past, we made loans to certain officers and directors
for the reasons we discuss in the Loans section of this proxy -
the primary reason was to refinance loans secured by BICO stock,
so the stock wouldn't have to be sold. We believe that if our
officers had been forced to sell their stock, and to disclose the
sale, it would have hurt our stock price because many people view
insider stock sales as a negative message. We haven't made any
similar loans since 1999, and we don't plan to make any more loans.
The loans are being repaid, and we are working with our officers to
obtain full repayment.
Although our stockholders approved a reverse stock split of
up to one for twenty in June 1998, we have no current plans to
conduct a reverse stock split.
All our shares of common stock will be equal to each other
with respect to liquidation rights and dividend rights and there
are no preemptive rights to purchase any additional shares of
common stock.
In the event of a liquidation, dissolution or winding up of
our operations, whether voluntary or involuntary, and subject to
the rights of any preferred stockholders, the holders of our
common stock would be entitled to receive, on a pro rata basis,
all of our remaining assets available for distribution to our
stockholders.
We have not paid cash dividends on our common stock, with
the exception of 1983, since our inception. We do not anticipate
paying any dividends at any time in the foreseeable future. Our
Articles of Incorporation restrict our ability to pay cash
dividends under certain circumstances. For example, our board
can only declare dividends subject to any prior right of our
preferred stockholders to receive any accrued but unpaid
dividends. In addition, our board can only declare a dividend to
our common stockholders from net assets that exceed any
liquidation preference on any outstanding preferred stock. Our
board of directors unanimously approved a resolution to propose
that the stockholders increase the number of authorized shares of
common stock to 8,000,000,000 by amending our Articles of
Incorporation.
Our shareholders have already authorized significant
increases in the number of our authorized shares of common stock
over the last several years. Because we have not been able to
generate any significant cash from operations we have
historically funded our activities by issuing stock to raise
capital. In 1996, we had 60 million shares authorized, and that
number has increased every year since then:
Our shareholders approved an increase to 100 million shares
in February 1997;
Our shareholders approved an increase to 150 million shares
in September 1997;
Our shareholders approved an increase to 300 million shares
in February 1998;
Our shareholders approved an increase to 600 million shares
in June 1998;
Our shareholders approved an increase to 975 million shares
in March 1999;
Our shareholders approved an increase to 1.7 billion shares
in February 2000;
Our shareholders approved an increase to 2.5 billion shares
in May 2001;
Our shareholders approved an increase to 4 billion shares in
November 2002; and
We're now asking you to approve another increase to 8 billion
shares.
Each time we ask our shareholders to approve an increase in
the number of authorized shares and we have to sell those new
shares to fund our operations, it dilutes the ownership of our
existing stockholders. However, until we have other sources of
funds, like material revenues from our projects, it's the only
way we can raise money to continue operations. If we do not
achieve sufficient cash flow from operations we may need to ask
our stockholders for another increase in the number of shares
authorized.
If you approve the increase, our board of directors will be
able to authorize the sale of those shares without your
additional approval. Our board will have the ability to use the
shares to raise more capital to fund our operations and research
and development projects, to invest in other companies that
already generate revenues or have short-term revenue-generating
potential, or to support the capital needs of our current
projects. Our board will authorize our management to use any
funds raised to fund existing or new research and development
projects, or other investments, as our management determines is
in the best interest of our company. We know that we will need
to sell new shares - we just don't know if we'll have to sell all
of them, or how much we'll receive. We may sell convertible
securities like preferred stock or debentures, as we've done in
the past. If we sell convertible debentures or preferred stock,
it will be similar to prior sales - they will be convertible into
common stock after a holding period, at a discount to the market
price at the time of conversion, and will probably not have a
minimum conversion price. In the past few years, we've sold both
convertible securities and common stock in various offerings, all
of which were on a best-efforts basis:
We filed a registration statement for 1.21 billion shares on
April 1, 2002 to cover conversions of our outstanding preferred
stock - that registration statement was declared effective on May
7, 2002;
We registered 800 million shares of common stock in the
third quarter of 2001;
We registered approximately 431 million shares in the third
quarter of 2000, which included both common stock and conversion
shares for convertible preferred stock and convertible
debentures;
We registered 375 million shares of common stock in the
second quarter of 1999; and
We registered 200 million shares of common stock in the last
quarter of 1998.
Our common stock trades on the electronic bulletin board.
Until late 1998, we traded on the Nasdaq Small-Cap market. In
1998, Nasdaq implemented new requirements to trade on the Small-
Cap market, including a $1 minimum price per share. Since our
stock trades at less than $1 per share, we were delisted. Our
stock continues to trade with acceptable trading volume on the
electronic bulletin board. Although our overall stock price has
declined over the past several years - as you can see from the
Market Price for Common Stock section - we don't believe the
declining price of our stock has much to do with our delisting
from Nasdaq. Rather, we believe it is due in part to the
increasing number of authorized shares as well as the reality
that we need to continue to sell our stock to fund operations,
and the dilutive impact of those facts.
Our board of directors unanimously recommends that you
approve the proposal to amend our Articles of Incorporation to
increase the number of our authorized shares of common stock to
8,000,000,000. We need a majority to approve the increase. If
you don't specify any vote and you send in a properly executed
proxy, your stock will be voted in favor of the increase.
OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL.
DIRECTORS AND EXECUTIVE OFFICERS
Name Age Director Position
Since
Fred E. Cooper 56 1989 Chief Executive Officer,
Executive Vice President,
Director
Anthony J. Feola 53 1990 Chief Operating Officer,
Director
Michael P. Thompson 52 Chief Financial Officer
Glenn Keeling 50 1991 Senior Vice President,
Director
Ben Johnson 57 Executive Vice President
Stan Cottrell 58 1998 Director
Paul W. Stagg 54 1998 Director
FRED E. COOPER, 56, is our chief executive officer, executive
vice president and a director; he devotes approximately 60% of
his time to BICO, and 40% to Diasense. Prior to joining us, Mr.
Cooper co-founded Equitable Financial Management, Inc. of
Pittsburgh, PA, where he was the executive vice president until
he left in August 1990. Our board of directors appointed him
chief executive officer in January 1990. He is also an officer
and director of Diasense and Rapid HIV Detection Corp., and a
director of Petrol Rem and Coraflex.
ANTHONY J. FEOLA, 53, is our chief operating officer; he rejoined
BICO in April 1994, after serving as Diasense's vice president of
marketing and sales from January 1992 until April 1994. Prior to
January 1992, he was our vice president of marketing and sales.
Prior to joining us in November 1989, Mr. Feola was vice
president and chief operating officer with Gateway Broadcasting
in Pittsburgh in 1989, and national sales manager for
Westinghouse Corporation, also in Pittsburgh, from 1980 until
1989. He was elected a director in February 1990, and also
serves as the secretary of Rapid HIV Detection Corp. and a
director of Diasense, Coraflex, and Petrol Rem.
MICHAEL P. THOMPSON, 52, joined BICO as our interim chief
financial officer in August 2000, and was elected our chief
financial officer by our board of directors in January 2001.
Prior to joining us, he was a partner in Thompson Dugan, P.C.,
the CPA firm that served as our outside auditors until August
2000, when Mr. Thompson joined us as interim CFO. He has been a
CPA for over 25 years. He is also the chief financial officer for
Diasense and Petrol Rem, and a director of ViaCirq.
GLENN KEELING, 50, joined our board of directors in April 1991.
Mr. Keeling currently is a full-time employee of BICO in the
position of senior vice president; his primary responsibilities
are to manage our ViaCirq operations. From 1976 through 1991, he
was a vice president in charge of new business development at
Equitable Financial Management, Inc., a regional equipment
lessor. His responsibilities included initial contacts with
banks and investment firms to open new lines of business
referrals in connection with financing large equipment
transactions. He is also president and a director of ViaCirq.
R. BEN JOHNSON, 57, joined BICO in 2001 as our executive vice
president and the director of our Washington, DC office. Prior
to joining us, he spent from 1993-2001 on the staff for the
President of the United States. From 1999-2001, he was the
assistant to the President and director of the President's
Initiative for One America, the first freestanding White House
office in history to focus on closing the opportunity gap that
exists for minorities in the U.S. From 1997-1999, he was deputy
assistant to the President and deputy director of public liaison.
From 1993-1997, he served as special assistant to the President
and associate director of public liaison, the primary liaison to
the national African-American community. He also serves as an
officer and director of Rapid HIV Detection Corp.
STAN COTTRELL, 58, was appointed to our board of directors in
1998. Mr. Cottrell is the chairman and founder of Cottrell
Associates International, Inc., which provides international
business development, brokerage, specialty marketing and
promotional services. He is a former director of marketing for
Inhalation Therapy Services and was employed by Boehringer
Ingelheim, Ltd. as a national product manager. Mr. Cottrell is a
world ultra-distance runner and the author of several books.
PAUL W. STAGG, 54, was appointed to our board of directors in
1998. Mr. Stagg is the owner of P.C. Stagg, LLC. Prior to his
current position, he was the marketing manager for the Wholesale
Division of First Financial Resources, Inc., where he was
responsible for marketing, underwriting, sorting and coordinating
various types of financing for institutional investors. Prior to
his current position, he was district distributor of marketing
for Ginger Mae, a division of United Companies of Baton Rouge,
LA.
Item 405 of Regulation S-K requires us to make disclosures
regarding timely filings required by Section 16(a) of the
Securities and Exchange Act. Based solely on our review of
copies of forms received and written representations from certain
reporting persons, we believe that all of our officers, directors
and greater than ten percent beneficial owners complied with
applicable filing requirements.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We share common officers and directors with our
subsidiaries. In addition, BICO and Diasense have entered into
several intercompany agreements including a purchase agreement, a
research and development agreement and a manufacturing agreement,
which we describe later in this section. Our management believes
that it was in our best interest to enter into those agreements
and that the transactions were based upon terms as fair as those
which may have been available in comparable transactions with
third parties. However, we did not hire any unaffiliated third
party to determine independently the fairness of those
transactions. Our policy concerning related party transactions
requires the approval of a majority of the disinterested
directors of both the corporations involved, if applicable.
Employment Relationships
Our board of directors approved employment agreements
on November 1, 1994 for our current officers, Fred E. Cooper,
Anthony J. Feola and Glenn Keeling, and approved an employment
agreement for Michael P. Thompson in August 2000. Fred E.
Cooper, chief executive officer, executive vice president and a
director, is a director of Diasense, Petrol Rem, and Rapid HIV
Detection Corp. He is also the CEO of Rapid HIV Detection Corp
and the president of Diasense. Mr. Cooper devotes approximately
60% of his time to BICO and 40% to Diasense. Anthony J. Feola,
chief operating officer and a director, is also the secretary of
Rapid HIV Detection Corp, and a director of Diasense, and Petrol
Rem. Glenn Keeling is our senior vice president and a director.
Mr. Keeling is also the president and a director of ViaCirq.
Michael P. Thompson is our chief financial officer. He is also
the chief financial officer for Diasense and Petrol Rem, and a
director of ViaCirq. Ben Johnson, executive vice president and
director of our Washington, D.C. office, is also the executive
vice president and a director of Rapid HIV Detection Corp.
Property
Two of our current executive officers and/or directors
and three former directors are members of the nine-member 300
Indian Springs Road Real Estate Partnership that in July 1990
purchased our real estate in Indiana, Pennsylvania. Each member
of the partnership personally guaranteed the payment of lease
obligations to the bank providing the funding. The five members
of the partnership who are also current or former officers and/or
directors of BICO, David L. Purdy, Fred E. Cooper, Glenn Keeling,
Jack H. Onorato and C. Terry Adkins, each received warrants on
June 29, 1990 to purchase 100,000 shares of our common stock at
an exercise price of $.33 per share until June 29, 1995. Those
warrants still outstanding as of the original expiration date
were extended until June 29, 2003. Mr. Purdy, who was a
director and executive officer at the time of the transaction,
resigned from our board of directors on June 1, 2000, and
resigned as an officer in November 2000, effective February 2001.
Mr. Adkins, who was a director at the time of the transaction,
resigned from our board of directors on March 30, 1992. Mr.
Keeling, who was not a director at the time of the transaction,
joined our board of directors on May 3, 1991. Mr. Onorato, who
was not a director at the time of the transaction, was a BICO
director from September 1992 until April 1994. The property was
sold in October 2000 for $475,000, and each of the partners
received $12,698, after the mortgage was paid.
Like all our warrants, the warrants issued to the
members of 300 Indian Springs Road Real Estate Partnership had
exercise prices equal to or above the current quoted market price
of our common stock on the date of issuance.
Warrants
On April 28, 1999, we granted warrants to purchase our
common stock at $.129 per share until April 28, 2004 in the
following amounts: 4,000,000 to Fred E. Cooper, our chief
executive officer and a director; 2,000,000 to Anthony J. Feola,
our chief operating officer and a director; 2,000,000 to Glenn
Keeling, our senior vice president and a director; 4,000,000 to
David L. Purdy, our former chairman and director; 250,000 to Stan
Cottrell, a director; and 250,000 to Paul Stagg, a director. The
exercise price of $.129 per share was equal to the market price
on April 28, 1999.
On August 28, 2000, we granted warrants to purchase
1,000,000 shares of our common stock at $.125 per share until
August 28, 2005 to Michael P. Thompson, our chief financial
officer. The exercise price of $.125 per share was equal to the
market price on August 28, 2000.
On January 11, 2001, we granted warrants to purchase 500,000
shares of our common stock at $.073 per share until January 11,
2006 to Ben Johnson, our executive vice president. The exercise
price of $.073 per share was equal to the market price on January
11, 2001.
On February 1, 2001, we granted warrants to purchase 200,000
shares of our common stock at $.102 per share until February 1,
2006 to Paul Stagg, a director. The exercise price of $.102 per
share was equal to the market price on February 1, 2001.
On May 23, 2001, we granted warrants to purchase our common
stock at $.0525 per share until May 23, 2006 in the following
amounts: 15 million to Fred E. Cooper, our chief executive
officer and a director; 10 million to Anthony J. Feola, our chief
operating officer and a director; 8 million to Glenn Keeling, our
senior vice president and a director; 3 million to Michael P.
Thompson, our chief financial officer; 1 million to Stan
Cottrell, a director and 1 million to Paul Stagg, a director.
The exercise price of $.0525 per share exceeded the market price
on May 23, 2001.
On July 30, 2001, we granted warrants to purchase 1 million
shares of common stock at $.05 per share until July 30, 2006 to
Ben Johnson, our executive vice president. The exercise price of
$.05 per share exceeded the market price on July 30, 2001.
On December 3, 2001, we granted warrants to purchase 500,000
shares of common stock at $.05 per share until December 3, 2006
to Ben Johnson, our executive vice president. The exercise price
of $.05 per share exceeded the market price on December 3, 2001.
Loans
In 1999, we consolidated all of Fred E. Cooper's
outstanding loans from us, including accrued interest, into one
loan in the amount of $777,399.80 at 8% interest. Mr. Cooper
began repaying the loans in May of 1999. The loan balance as of
April 30, 2002 was $695,923, including accrued interest. Our
disinterested directors - with Mssrs. Cooper, Feola and Keeling
abstaining with respect to their individual transactions-
approved these loans because the disinterested directors believed
they were for a good business purpose. The business purposes
were: to provide Mr. Cooper with funds during his initial years
with BICO, when he waived a salary; and to refinance loans
secured by BICO stock, so the stock wouldn't have to be sold when
the loans were in default. Mr. Cooper's individual loans, along
with Mssrs. Feola and Keeling's loans, had been, for a period
beginning in March 1996, secured by BICO certificates of
deposits. Those CDs were released in February 1998, when Mssrs.
Cooper, Feola and Keeling obtained loans from BICO and repaid the
loans, which had been secured by the BICO certificates of
deposit. The disinterested directors believed that if Mr. Cooper
and the other directors had been forced to sell their stock, and
to disclose the sale, it would have hurt our stock price because
many people view insider stock sales as a negative message. In
2001, Mr. Cooper gave his stock in B-A-Champ.com to BICO; he no
longer owns any interest in B-A-Champ.com.
In 1999, we consolidated all of Anthony J. Feola's
outstanding loans from us, including accrued interest, into one
loan in the amount of $259,476.82 at 8% interest. Mr. Feola
began repaying the loans in May of 1999. The loan balance as of
April 30, 2002 was $201,483, including accrued interest. Our
disinterested directors - with Mssrs. Feola, Cooper and Keeling
abstaining with respect to their individual transactions-
approved these loans because the disinterested directors believed
they were for a good business purpose. The business purposes was
to refinance loans secured by BICO stock, so the stock wouldn't
have to be sold when the loans were in default. Mr. Feola's
individual loan, along with Mssrs. Cooper and Keeling's loans,
had been, for a period beginning in March 1996, secured by BICO
certificates of deposits. Those CDs were released in February
1998, when Mssrs. Cooper, Feola and Keeling obtained loans from
BICO and repaid the loans, which had been secured by BICO
certificates of deposit. The disinterested directors believed
that if Mr. Feola and the other directors had been forced to sell
their stock, and to disclose the sale, it would have hurt our
stock price because many people view insider stock sales as a
negative message.
In 1999, we consolidated all of Glenn Keeling's outstanding
loans from us, including accrued interest, into one loan in the
amount of $296,358.07 at 8% interest. Mr. Keeling began repaying
the loans in May of 1999. The loan balance as of April 30, 2002
was $154,064m including accrued interest. Our disinterested
directors - with Mssrs. Keeling, Feola and Cooper abstaining with
respect to their individual transactions- approved these loans
because the disinterested directors believed they were for a good
business purpose. The business purposes was to refinance loans
secured by BICO stock, so the stock wouldn't have to be sold when
the loans were in default. Mr. Keeling's individual loan, along
with Mssrs. Cooper and Feola's loans, had been, for a period
beginning in March 1996, secured by BICO certificates of
deposits. Those CDs were released in February 1998, when Mssrs.
Cooper, Feola and Keeling obtained loans from BICO and repaid the
loans, which had been secured by the BICO certificates of
deposit. The disinterested directors believed that if Mr. Keeling
and the other directors had been forced to sell their stock, and
to disclose the sale, it would have hurt our stock price because
many people view insider stock sales as a negative message.
In September 1995, we granted a loan in the amount of
$250,000 to Allegheny Food Services in the form of a one-year
renewable note bearing interest at prime rate as reported by the
Wall Street Journal plus 1%. Interest and principal payments
have been made on the note, and as of April 30, 2002, the balance
was $4,968, including accrued interest. Our board of directors
approved this loan because of its business purpose - in return
for granting the loan, we received an option to purchase a
franchise owned by Joseph Kondisko, a former director of
Diasense, who is a principal owner of Allegheny Food Services.
The franchise generates revenue, which is why we made the
investment - until our products begin to generate significant
revenues; we investigate other ways to generate revenue to fund
our operations. We have not exercised the option, which has an
exercise price of $200,000, but it remains valid until 2005.
In 2001, we granted a loan in the amount of $110,000 to
Anthony DelVicario, a former Diasense director and the president
of American Intermetallics. We loaned him the money because he
used it to try to close a transaction in Europe that will
generate revenues. The transaction involves the creation of a
distribution system in Europe to sell American Intermetallic's
products and generate revenue. In November 2001, we increased
the amount due to $114,000 to cover accrued interest and secured
the loan with all of the assets of American Intermetallics. Mr.
DelVicario began making monthly payments on the loan in March
2002.
In April 2001, we loaned $70,000 to Pascal M. Nardelli,
president and chief executive officer of Petrol Rem. In August
2001, Mr. Nardelli repaid the note in full, plus accrued interest
of $2,110.
All future loans to officers, directors and their
affiliates will also be made only after board approval, and for
good business purposes.
Consulting
In 2000, we hired Thomas F. Feola as an outside
consultant to assist us with finding and evaluating environmental
companies for potential acquisitions, mergers or strategic
alliances. Thomas F. Feola is the brother of Anthony J. Feola,
our COO and a director. We paid Thomas Feola $64,000 in 2000 and
$56,000 in 2001, and we terminated his services in August 2001.
Compare 5-Year Cumulative Total Return
Among BICO ("BIKO"),
Market Index and SIC Code Index
EDGAR Support has advised that the graph will not transmit, the
following information is sufficient.
COMPANY/INDEX/MARKET FISCAL YEAR ENDING
1996 1997 1998 1999 2000 2001
BICO, INC. 100.00 20.01 7.05 5.02 10.00 3.18
SIC CODE INDEX 3841 100.00 116.00 158.37 143.95 166.96 190.14
NASDAQ MARKET INDEX 100.00 122.32 172.52 304.29 191.25 152.46
SIC CODE INDEX 4959 100.00 106.38 107.19 101.18 83.44 28.00
ASSUMES $100 INVESTED ON JAN. 1, 1997. ASSUMES DIVIDEND REINVESTED FISCAL
YEAR ENDING DEC. 31, 2001.
Because the majority of our revenues are from our Petrol Rem operations,
we will be using a new standard industrial classification code, 4050, going
forward. Our previous code, 3841, which we will no longer be using, was part of
the medical device classification. Although many of our businesses are still
in the medical device area, the code is determined by revenues.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth the indicated information as
of March 31, 2002 with respect to each person who we know is
beneficial owner of more than 5% of the outstanding common stock,
each of our directors and executive officers, and all of our
directors and executive officers as a group.
As of March 31, 2002, we had 2,656,885,988 shares of our
common stock outstanding. The table below shows the common stock
currently owned by each person or group, including common stock
underlying warrants, all of which are currently exercisable, as
of March 31, 2002. The left-hand column sets forth the
percentage of the total number of shares of common stock
outstanding as of March 31, 2002, which would be owned by each
named person or group if they exercised of all of their warrants,
together with common stock they currently owned. An asterisk - *
- - means less than 1%. Except as otherwise indicated, each person
has the sole power to vote and dispose of each of the shares
listed in the columns opposite his name.
Name and Amount and Percent of Beneficial
Address of Nature of Ownership of
Beneficial Beneficial Total Outstanding
Owner Ownership (1) Common Stock (2)
Fred E. Cooper 21,076,200 (3) *
2275 Swallow Hill Road
Bldg. 2500, 2nd Floor
Pittsburgh, PA 15220
Stan Cottrell 1,350,000 (4) *
4619 Westhampton Drive
Tucker, GA 30084
Anthony J. Feola 13,404,000 (5) *
2275 Swallow Hill Road
Bldg. 2500, 2nd Floor
Pittsburgh, PA 15220
Robert B. Johnson 1,500,000 (6) *
1140 Connecticut Ave., NW
11th Floor
Washington, DC 20036
Glenn Keeling 10,738,500 (7) *
2275 Swallow Hill Road
Building 2500,2nd Floor
Pittsburgh, PA 15220
Paul Stagg 1,570,000 (8) *
168 LaLanne Road
Madisonville, LA 70447
Michael P. Thompson 4,000,000 (9) *
2275 Swallow Hill Road
Bldg. 2500, 2nd Floor
Pittsburgh, PA 15220
All directors 53,638,700(10) 2.1%
and executive
officers as a
group (7 people)
NOTE: The officers and directors listed above entered into
agreements not to exercise the warrants set forth below until
August 2002. This means that the warrants are only currently
exercisable after that time.
(1) Includes ownership of all shares of common stock which each
named person or group has the right to acquire, through the
exercise of warrants, within sixty (60) days, together with the
common stock currently owned.
(2) Represents total number of shares of common stock owned by
each person, which each named person or group has the right to
acquire, through the exercise of warrants within sixty (60) days,
together with common stock currently owned, as a percentage of
the total number of shares of common stock outstanding as of
March 31, 2002. For individual computation purposes, the total
number of shares of common stock outstanding as of March a31,
2002 has been increased by the number of additional shares which
would be outstanding if the person or group exercised all
outstanding warrants.
(3) Includes warrants to purchase the following: 300,000 shares
of common stock at $.25 per share until May 1, 2003; 4,000,000
shares of common stock at $.129 per share until April 28, 2004;
and 15,000,000 shares of common stock at $.0525 per share until
May 23, 2006. In addition, Mr. Cooper is entitled to certain
shares of common stock upon a change of control of BICO as
defined in his employment agreement.
(4) Includes warrants to purchase 250,000 shares of common stock
at $.129 per share until April 28, 2004; and warrants to purchase
1,000,000 shares of common stock at $.0525 until May 23, 2006.
(5) Includes warrants to purchase the following: 100,000 shares
of common stock at $.25 per share until November 26, 2003;
100,000 shares of common stock at $.25 per share until May 1,
2003; 350,000 shares of common stock at $.50 per share until
October 11, 2002; 2,000,000 shares of common stock at $.129 per
share until April 28, 2004; and 10,000,000 shares of common stock
at $.0525 per share until May 23, 2006. In addition, Mr. Feola is
entitled to certain shares of common stock upon a change of
control of BICO as defined in his employment agreement.
(6) Includes warrants to purchase the following: 500,000 shares
of common stock at $.0730 per share until January 11, 2006; and
1,000,000 shares of common stock at $.05 per share until July 30,
2006.
(7) Includes warrants to purchase 100,000 shares of common stock
at $1.48 per share until August 26, 2003; 2,000,000 shares of
common stock at $.129 per share until April 28, 2004; and
8,000,000 shares of common stock at $.0525 per share until May
23, 2006. In addition, Mr. Keeling is entitled to certain shares
of common stock upon a change of control of BICO as defined in
his employment agreement.
(8) Includes warrants to purchase 20,000 shares of common stock
at $.06 per share until April 27, 2003; 250,000 shares of common
stock at $.129 per share until April 28, 2004; 200,000 shares of
common stock at $.102 per share until February 1, 2006; and
1,000,000 shares of common stock at $.0525 per share until May
23, 2006.
(9) Includes warrants to purchase 1,000,000 shares of common
stock at $.125 per share until August 28, 2005; and 3,000,000
shares of common stock at $.0525 per share until May 23, 2006.
In addition, Mr. Thompson is entitled to certain shares of common
stock upon a change of control of BICO as defined in his
employment agreement.
(10) Includes shares of common stock available under warrants to
purchase an aggregate as set forth above.
STOCKHOLDER PROPOSALS
All stockholder proposals to be presented at the next Annual
Meeting of the Company must be received by the Company at its
principal executive offices by October 15, 2002 for inclusion in
the proxy materials relating to the next Annual Meeting.
OTHER MATTERS
Our management does not know of any other matters that are
to be presented for action at the meeting. Should any other
matter come before the meeting, however, the person named in the
enclosed proxy shall have discretionary authority to vote all
shares represented by valid proxies with respect to such matter
in accordance with his judgment.
WHERE YOU CAN FIND MORE INFORMATION
The securities laws require us to file reports and other
information. All of our reports can be reviewed at the SEC's
web site, at www.sec.gov through the SEC's EDGAR database. You
can also review and copy any report we file with the SEC at the
SEC's Public Reference Room, which is located at 450 Fifth
Street, N.W., Washington, D.C., or at the SEC's regional offices,
including the ones located at 601 Walnut Street, Curtis Center,
Suite 1005E, Philadelphia, PA 19106-3432; and 75 Park Place, New
York, NY. You can also order copies for a fee from the SEC's
Public Reference section, at 450 Fifth Street, N.W. Washington,
D.C. 20549. Our stock trades on the electronic bulletin board.
This proxy omits certain information that is contained in
the other reports we filed with the SEC. Our most recent
financial statements and other information regarding our
operations can be found in the reports listed below, and you
should review those reports along with this proxy.
OTHER IMPORTANT DOCUMENTS YOU SHOULD REVIEW
Our latest financial statements, as well as other important
information, are contained in the following documents, all of
which are incorporated by reference to this proxy. The SEC
allows us to disclose important information to you by referring
to other documents. We are also permitted to include the
following reports, which have been filed with the SEC, as well as
the reports we file with the SEC in the future, as part of this
proxy, without copying the reports into the proxy. This is known
as incorporation by reference. The following documents are
incorporated by reference:
(a) Our Annual Report on Form 10-K for the fiscal year ended
December 31, 2001
(b) Our Registration Statement on Form S-1/A filed May 7, 2002
(c) Our Form 10-Q for the quarter ended March 31, 2002
We will send you a copy of these documents if you ask for
them. If you want to receive copies, please contact our
Shareholder Relations department at: Shareholder Relations
Department, BICO, Inc., 2275 Swallow Hill Road, Building 2500,
2nd Floor, Pittsburgh, PA 15220, by telephone at 412-429-0673 or
by fax at 412-279-9690.
By Order of the Board of Directors
/s/ Anthony J. Feola
Anthony J. Feola, Secretary
PROXY CARD
BICO, INC. PROXY
2275 Swallow Hill Road THIS PROXY IS SOLICITED ON
Pittsburgh, PA 15220 BEHALF OF THE BOARD OF DIRECTORS
The undersigned, having received the notice of the special
meeting of stockholders and the BICO, Inc. proxy statement,
hereby appoint(s) Anthony J. Feola proxy of the undersigned
(with full power of substitution) to attend the special
meeting and all adjournments thereof and there vote all of the
undersigned's shares of BICO common stock that the undersigned
would be entitled to vote if he, she or they personally attended
the meeting, on all matters presented for a vote. To cast your
vote, please check the box next to the appropriate response.
1. Approval of an amendment to the Company's Articles of
Incorporation to increase the number of authorized shares of
common stock to 8,000,000,000.
| | FOR | | AGAINST | | ABSTAIN
2. In his discretion upon the transaction of other business as
may properly come before the special meeting.
| | FOR | | AGAINST | | ABSTAIN
The undersigned hereby revokes all previous proxies for the
special meeting, acknowledges receipt of the
notice of the special meeting and proxy statement furnished
therewith and ratifies all that the said proxies may do by virtue
hereof.
This proxy when properly executed will be voted in the
manner specified herein. If no specification is made, this proxy
will be voted in favor of Item 1 and the authority provided by
Item 2 will be deemed granted.
Please sign exactly as name appears below. Joint owners
should each sign personally. If signing in any fiduciary or
representative capacity, give full title as such. For shares
held by a corporation, please affix corporate seal.
Date:_______________________________
_______________________________
Signature
_______________________________
Sign, date and return this proxy
Immediately in the enclosed envelope
To Mellon Investor Services
NOTE: ONLY BONA FIDE STOCKHOLDERS WILL BE ADMITTED TO THE
SPECIAL STOCKHOLDERS MEETING; PHOTO IDENTIFICATION AND PROOF OF
OWNERSHIP AS OF THE RECORD DATE WILL BE REQUIRED FOR ADMITTANCE.