SCHEDULE 14A
(RULE 14A-1-1)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
- --------------------------------
[x] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11 (c) or Rule 14a-12
[ ] Confidential for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
IntegraMed America, Inc.
---------------------------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
INTEGRAMED AMERICA, INC.
One Manhattanville Road
Purchase, New York 10577
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held June 9, 1998
To the Stockholders:
Notice is hereby given that the Annual Meeting of the Stockholders of
IntegraMed America, Inc. (the "Company") will be held on June 9, 1998, at 10:00
a.m. local time at the Company's headquarters, One Manhattanville Road,
Purchase, New York 10577. The meeting is called for the following purposes:
1. Election of eight directors for a term of one year;
2. Approval and ratification of an amendment to the Company's Amended
and Restated Certificate of Incorporation increasing from
25,000,000 to 50,000,000 the number of authorized shares of Common
Stock.
3. Approval and ratification of amendments to the Company's 1992
Incentive and Non-Incentive Stock Option Plan;
4. Approval and ratification of the appointment of Price Waterhouse
LLP as the independent accountants of the Company; and
5. Consideration of and action upon such other matters as may
properly come before the meeting or any adjournment or
adjournments thereof.
The close of business on April 17, 1998 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the meeting.
All stockholders are cordially invited to attend the meeting. Whether
or not you expect to attend, you are respectfully requested by the Board of
Directors to sign, date and return the enclosed proxy promptly. Stockholders who
execute proxies retain the right to revoke them at any time prior to the voting
thereof. A return envelope which requires no postage if mailed in the United
States is enclosed for your convenience.
By Order of the Board of Directors,
Claude E. White
Secretary
Dated: May 1, 1998
-1-
INTEGRAMED AMERICA, INC.
One Manhattanville Road
Purchase, New York 10577
(914) 253-8000
---------------
PROXY STATEMENT
---------------
ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of IntegraMed America, Inc., a Delaware
corporation (the "Company"), for the Annual Meeting of Stockholders to be held
at the Company's headquarters, One Manhattanville Road, Purchase, New York 10577
on June 9, 1998, at 10:00 a.m. and for any adjournment or adjournments thereof,
for the purposes set forth in the accompanying NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS. Any stockholder giving such a proxy has the power to revoke it at
any time before it is voted. Written notice of such revocation should be
forwarded directly to the Corporate Secretary of the Company, at the above
stated address. Attendance at the meeting will not have the effect of revoking
the proxy unless such written notice is given or the stockholder votes by ballot
at the meeting.
If the enclosed proxy is properly executed and returned, the shares
represented thereby will be voted in accordance with the directions thereon and
otherwise in accordance with the judgment of the persons designated as proxies.
Any proxy on which no direction is specified will be voted in favor of the
actions described in this Proxy Statement, including the election of the
nominees set forth under the caption "Election of Directors," the approval and
ratification of an amendment to the Company's Amended and Restated Certificate
of Incorporation, the approval and ratification of amendments to the Company's
1992 Incentive and Non-Incentive Stock Option Plan (the "1992 Plan"), and the
approval and ratification of the appointment of Price Waterhouse LLP as the
independent accountants of the Company.
The approximate date on which this Proxy Statement and the accompanying
form of proxy will first be mailed or given to the Company's stockholders is May
1, 1998.
Your vote is important. Accordingly, you are urged to sign and return
the accompanying proxy card whether or not you plan to attend the meeting.
VOTING SECURITIES
Holders of shares of Common Stock, par value $.01 per share (the
"Common Stock") and Series A Cumulative Convertible Preferred Stock (the
"Preferred Stock") of record as of the close of business on April 17, 1998, are
entitled to notice of and to vote at the meeting on all matters. On the record
date there were issued and outstanding 21,344,423 shares of Common Stock and
165,644 shares of Preferred Stock entitled to vote on all matters to be acted
upon at the meeting. Each outstanding share is entitled to one vote upon all
matters to be acted upon at the meeting. A majority of the outstanding shares of
Common Stock and Preferred Stock entitled to vote on any matter and represented
at the meeting in person or by proxy shall constitute a quorum. Assuming a
quorum is present, (1) the affirmative vote of a plurality of the shares of
Common Stock and Preferred Stock so represented and entitled to vote is
necessary to elect the directors and (2) the affirmative vote of a majority of
the shares of Common Stock and Preferred Stock outstanding and entitled to vote,
excluding broker non-votes, is necessary to approve and ratify the amendment to
the Company's Amended and Restated Certificate of Incorporation, to approve and
ratify the amendments to the 1992 Plan and the appointment of Price Waterhouse
LLP as the independent accountants of the Company. Abstentions and broker
non-votes are counted for purposes of determining the presence or absence of a
quorum for the transaction of business. If a stockholder, present in person or
by proxy, abstains on any matter, the stockholder's shares of Common Stock
and/or Preferred Stock will not be voted on such matter. Thus, an abstention
from voting on any matter has the same legal effect as a vote "against" the
matter, even though the stockholder may interpret such action differently.
Except for determining the presence or absence of a quorum for the transaction
of business, broker non-votes are not counted for any purpose in determining
whether a matter has been approved.
-1-
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of March 31, 1998, certain
information concerning stock ownership of all persons known by the Company to
own beneficially 5% or more of the shares of Common Stock, and each director,
and each executive officer named under "Executive Compensation", and all
directors and executive officers of the Company as a group.
Shares of
Common Stock Percent of
Beneficially Common Stock
Name and Address Owned (1),(2) Outstanding
- ---------------- -------------- ------------
Entities affiliated with
Morgan Stanley, Dean Witter, Discover & Co.
1585 Broadway
New York, NY 10036........................ 3,475,294(3) 16.10%
Gerardo Canet ............................ 2,354,908(4) (5) 10.90%
Jay Higham................................ 54,500(5) *
Claude E. White........................... 3,926(5) *
Donald S. Wood, Ph.D...................... 48,245(5) *
M. Fazle Husain........................... 3,475,294(3) 16.10%
Michael J. Levy, M.D...................... 357,268(5) 1.67%
Sarason D. Liebler........................ 51,700(5) *
Aaron S. Lifchez, M.D..................... 267,366(5) 1.25%
Patricia M. McShane, M.D.................. 7,500(5) *
Lawrence Stuesser ........................ 217,450(5) 1.02%
All executive officers and directors
as a group (10 persons) ................ 6,480,889(3)(4)(5) 29.43%
* Represents less than 1% of outstanding shares of Common Stock
(1) For the purposes of this Proxy Statement, beneficial ownership is defined
in accordance with the rules of the Securities and Exchange Commission and
generally means the power to vote and/or to dispose of the securities
regardless of any economic interest therein.
(2) As of March 31, 1998, there were 165,644 shares of Preferred Stock
outstanding of which 150,000 shares, or 90.6%, were owned by Barry Blank
(Box 32056, Phoenix, AZ 85064) as reported on his Schedule 13D filed with
the Securities and Exchange Commission (the "Commission") on June 6, 1994.
Upon conversion of each share of Preferred Stock owned by Mr. Blank into
3.58 shares of Common Stock, he would own 2.51% of the Company's
outstanding Common Stock.
(3) Includes 3,275,294 shares and 240,000 shares issuable upon immediately
exercisable warrants held by Morgan Stanley Venture Partners III, L.P.
("MSVP III, L.P."), Morgan Stanley Venture Investors III, L.P. ("MSVI III,
L.P."), and The Morgan Stanley Venture Partners Entrepreneur Fund, L.P.
("MSVPE Fund, L.P.") (MSVP III, L.P., MSVI III, L.P, and MSVPE Fund, L.P.
are collectively referred to as the "Funds"). Fazle Husain, a director of
the Company, is a general partner of a general partner of the Funds. Mr.
Husain may be deemed to benefically own the shares held by the Funds,
although he has disclaimed beneficial ownership.
(4) Includes an aggregate of 1,978,783 shares of Common Stock owned by certain
physicians for which Gerardo Canet has a proxy to vote for a two-year
period with respect to (i) the election of Directors or any amendment to
the Company's Amended and Restated Certificate of Incorporation affecting
Directors and (ii) any change in stock options for management and
Directors of the Company.
-2-
(5) Includes (or consists of) currently exercisable options, including options
exercisable within sixty days, to purchase Common Stock as follows:
Gerardo Canet -- 251,125; Jay Higham -- 52,500; Patricia McShane -- 7,500;
Sarason Liebler -- 35,250; Lawrence Stuesser -- 35,250; Claude E. White --
3,093; and Donald S. Wood -- 34,597; and currently exercisable warrants to
purchase Common Stock as follows: Michael Levy -- 15,000 and Aaron Lifchez
-- 15,000.
ELECTION OF DIRECTORS
At the meeting, eight directors will be elected by the stockholders to
serve until the next Annual Meeting of Stockholders or until their successors
are elected and shall qualify. Each of the nominees is currently a director of
the Company, except for Ms. Elizabeth E. Tallett. Management recommends that the
persons named below be elected as directors of the Company and it is intended
that the accompanying proxy will be voted for the election as directors of the
eight persons named below, unless the proxy contains contrary instructions. The
Company has no reason to believe that any of the nominees will not be a
candidate or will be unable to serve. However, in the event that any nominee
should become unable or unwilling to serve as a director, the persons named in
the proxy have advised that they will vote for the election of such person or
persons as shall be designated by management.
The following sets forth the names and ages of the eight nominees for
election to the Board of Directors, their respective principal occupations or
employments during the past five years and the period during which each has
served as a director of the Company.
GERARDO CANET (52) became President, Chief Executive Officer and a
director of the Company effective February 14, 1994 and the Chairman of the
Board effective April 19, 1994. For approximately five years prior to joining
the Company, Mr. Canet held various executive management positions with Curative
Health Services, Inc., most recently as Executive Vice President and President
of its Wound Care Business Unit. From 1979 to 1989, Mr. Canet held various
management positions with Kimberly Quality Care, Inc. (and a predecessor
company), a provider of home health care services, most recently from 1987 to
1989 as Executive Vice President, Chief Operating Officer and a director of
Kimberly Quality Care, Inc. Mr. Canet earned an M.B.A. from Suffolk University
and a B.A. in Economics from Tufts University. Mr. Canet has been a director of
Curative Health Services, Inc. since July 1991.
H. FAZLE HUSAIN (34) became a director of the Company in January 1998.
Mr. Husain is a general partner of Morgan Stanley Venture Partners, L.P., where
he has been employed since 1991, and certain partnerships affiliated with Morgan
Stanley Venture Partners, L.P. Mr. Husain is also a director of U.S. Healthworks
and Dental Co., Inc.
MICHAEL J. LEVY, M.D. (38) became a director of the Company in March
1998. Since 1991, Dr. Levy, a board certified reproductive endocrinologist, has
been a shareholder and medical director of Levy, Sagoskin and Stillman, M.D.,
P.C., a physician group practice that became a Network Site in March 1998. Dr.
Levy graduated from the University of Cape Town Medical School.
SARASON D. LIEBLER (61) became a director of the Company in August 1994.
Mr. Liebler is President of SDL Consultants, a privately-owned consulting firm
engaged in rendering general business advice. From February 1985 to December 1,
1991, Mr. Liebler served as Chief Executive Officer of American Equine Products,
Inc. and served as a director of that company from February 1985 to November
1992. During the past 20 years, Mr. Liebler has been a director and/or officer
of a number of companies in the fields of home health care, clinical
diagnostics, high density optical storage and sporting goods.
AARON S. LIFCHEZ, M.D. (55) became a director of the Company in August
1997. Since 1996, Dr. Lifchez, a reproductive endocrinologist, has been a
shareholder and president of Fertility Centers of Illinois, S.C., a physician
group practice that became a Network Site in August 1997. Dr. Lifchez has
maintained a medical practice in the Chicago area for more than the past five
years. Dr. Lifchez graduated from the Chicago Medical School.
-3-
PATRICIA M. MCSHANE, M.D. (49) became a director of the Company in March
1997 and was a Vice President of the Company in charge of medical affairs from
September 1992 through February 28, 1997. Since May 1988, Dr. McShane, a board
certified reproductive endocrinologist, has been, and currently is, the Medical
Director of the Boston Network Site where she is engaged in the practice of
medicine, specializing in infertility. Dr. McShane graduated from Tufts
University School of Medicine.
LAWRENCE J. STUESSER (56) became a director of the Company in April
1994. Since June 1996, Mr. Stuesser has been the of President and Chief
Executive Officer of Computer People Inc., the U.S. subsidiary of London-based
Delphi Group plc. From July 1993 to May 1996, he was a private investor and
business consultant. Mr. Stuesser was elected Chairman of the Board in July 1995
and has been a director of Curative Health Services, Inc. since 1993. Mr.
Stuesser also serves on the Board of Directors of American Retirement
Corporation and Delphi Group plc. Mr. Stuesser was Chief Executive Officer of
Kimberly Quality Care, Inc. from 1986 to July 1993, at which time that Company
was acquired by the Olsten Company. Mr. Stuesser holds a B.B.A. in accounting
from St. Mary's University.
ELIZABETH E. TALLETT (49) is a director nominee. In 1997, Ms. Tallett
was appointed President and CEO of Gryphon Pharmaceuticals, Inc., a company
involved in hematopoietic stem cells and other cellular therapies for the
treatment of cancer, autoimmune and infectious diseases. Ms. Tallett is also
currently serving as the Chairman of Serex, Inc., a point of care diagnostics
company. In 1992 she co-founded Transcell Technologies, Inc. a
carbohydrate-based pharmaceutical company, where she served as President and
Chief Executive Officer until 1996. Ms. Tallett is a board member of The
Principal Mutual Life Insurance Company and of Varian Associates, Inc. She is a
founding board member of the Biotechnology Council of New Jersey and serves as
its Treasurer. Ms. Tallett graduated from Nottingham University with degrees in
mathematics and economics.
Directors are elected by the Company's stockholders at each annual
meeting or, in the case of a vacancy, are appointed by the directors then in
office, to serve until the next annual meeting or until their successors are
elected and qualified. Officers are appointed by and serve at the discretion of
the Board of Directors.
The Board of Directors of the Company held four meetings and took action
by consent ten times during the fiscal year ended December 31, 1997. Each of the
directors attended at least 75% of the aggregate of all meetings of (i) the
Board of Directors and (ii) the committees thereof on which such director served
during the term of each's directorship.
The Audit Committee consists of Messrs. Hillback, Jr., Liebler and
Stuesser. The Audit Committee met one time during the fiscal year ended December
31, 1997. The Audit Committee is authorized by the Board of Directors to review,
with the Company's independent accountants, the annual financial statements of
the Company; to review the work of, and approve non-audit services performed by,
such independent accountants; and to make annual recommendations to the Board
for the appointment of independent public accountants for the ensuing year. The
Audit Committee also reviews the effectiveness of the financial and accounting
functions, organization, operations and management of the Company.
The Compensation Committee consists of Messrs. Hillback, Jr., Liebler
and Stuesser. The Compensation Committee met two times during the fiscal year
ended December 31, 1997. The Compensation Committee reviews and recommends to
the Board of Directors the compensation and benefits of all officers of the
Company, reviews general policy matters relating to compensation and benefits of
employees of the Company, administers the issuance of stock options to the
Company's officers, employees and consultants and also has authority to grant
options to directors who are not employees of the Company.
The Nominating Committee, consisting of Messrs. Canet, Liebler and
Stuesser was established by the Board of Directors in February 1998. There were
no meetings of the Nominating Committee during the fiscal year ended December
31, 1997. The Nominating Committee recommends to the Board of Directors the
nominees for submission to the Stockholders for election at the Annual Meeting
of Stockholders and nominees to fill vacancies on the Board between Annual
Meetings of Stockholders.
-4-
DIRECTOR COMPENSATION
In 1997, in addition to stock option compensation discussed below,
non-employee directors of the Company received an annual retainer of $10,000, a
fee of $750 for each meeting of the Board attended, $2,500 per year for
membership on a committee of the Board, and were reimbursed for expenses
actually incurred in attending meetings. Directors who are also executive
officers are not compensated for their services as directors.
Under the 1994 Outside Director Stock Purchase Plan , there are reserved
for issuance thereunder 125,000 shares of Common Stock, pursuant to which
directors who are not full-time employees of the Company may elect to receive
all or a part of their annual retainer fees, the fees payable for attending
meetings of the Board and the fees payable for serving on Committees of the
Board, in the form of shares of Common Stock rather than cash, provided that any
such election be made at least six months prior to the date that the fees are to
be paid; no such elections were made as of April 17, 1998.
On June 10, 1997, the Board of Directors granted stock options to
purchase 6,000 shares of Common Stock to each of Messrs. Liebler and Stuesser,
the non-employee directors, each stock option being exercisable at $1.63 per
share, 50% of which shares become exercisable in June 1998 and the balance of
such shares become exercisable in June 1999. On June 11, 1996, the Board of
Directors granted stock options to purchase 6,000 shares of Common Stock to each
of Messrs. Liebler and Stuesser, each such option being exercisable at $3.75 per
share, 50% of which shares became exercisable in June 1997 and the balance of
such shares become exercisable in June 1998. On October 24, 1995, the Board of
Directors granted stock options to purchase 6,000 shares of Common Stock to each
of Messrs. Liebler and Stuesser, each such option being exercisable at $2.56 per
share, 50% of which shares became exercisable in June 1996 and the balance of
such shares became exercisable in June 1997. On November 15, 1994, the Board of
Directors granted stock options to purchase 30,000 shares of Common Stock to
each of Messrs. Liebler and Stuesser, each such option being exercisable at
$1.25 per share, 25% of which shares became exercisable one year from the date
of the grant; thereafter the shares became exercisable at the rate of 6.25% of
the total number of shares subject to the option every three months. New
non-employee directors will be granted options to purchase 30,000 shares of
Common Stock under the 1992 Plan and, annually upon re-election, non-employee
directors will be granted options to purchase 6,000 shares of Common Stock under
the 1992 Plan.
SDL Consultants, a company owned by Sarason D. Liebler, who became a
director of the Company in August, 1994, rendered consulting services to the
Company for aggregate fees of approximately $93,000, $17,000 and $22,000 during
1997, 1996 and 1995, respectively. The approximately $93,000 paid to Mr. Liebler
in 1997 which primarily related to services rendered to the Company in assisting
with the recruitment of five (5) senior management persons included
reimbursement of expenses.
BUSINESS EXPERIENCE OF EXECUTIVE OFFICERS
The following sets forth the business experience of executive officers
who are not also directors of the Company.
EUGENE R. CURCIO became Vice President of Finance and Chief Financial
Officer in April 1998. Prior to joining the Company, Mr. Curcio was Vice
President of the Kaufman Group Division of Superior Consultant Company, Inc., a
national, publicly-traded healthcare consulting company. Between 1978 and 1997,
Mr. Curcio held several positions with Central Connecticut Health Alliance, a
multi-provider organization, the last of which was Senior Vice President and
CFO. Mr. Curcio received his MBA from the University of Pittsburgh Graduate
School of Business and is a CPA.
JAY HIGHAM became Vice President of Marketing and Development in October
1994. For four years prior to joining the Company, Mr. Higham held a variety of
executive positions, the most current of which was as Vice President of Health
Systems Development for South Shore Hospital and South Shore Health and
Education Corporation where he developed and implemented a strategy for
integration with physician group practices and managed care payors. Mr.
Higham earned an M.H.S.A. from George Washington University.
-5-
CLAUDE E. WHITE joined the Company in March 1995 as General Counsel and
Assistant Secretary. In January 1998, Mr. White became Corporate Secretary, in
addition to General Counsel. Prior to joining the Company, Mr. White was engaged
in the practice of law with William A. Thomas, Jr. & Associates, a New Jersey
law firm. Mr. White has served as General Counsel of several major companies
over the past 10 years, including Burns International Security Services, Inc.,
Staff Builders, Inc. and Quality Care, Inc. Mr. White received his B.A. degree
in Political Science from Rutgers College and J.D. degree from Rutgers School of
Law.
DONALD S. WOOD, PH.D. joined the Company in April 1991 as its Vice
President of Genetics. Dr. Wood became President and Chief Operating Officer of
the Reproductive Science Center Division in 1997. From 1989 through March 1991,
Dr. Wood was the Executive Vice President and Chief Scientific Officer of
Odyssey Biomedical Corp., a genetic testing company which he co-founded and
which was acquired by IG Labs, Inc. in December 1990. Dr. Wood received a Ph.D.
in Physiology from Washington State University and completed a post-doctoral
fellowship in neurology at the Columbia/Presbyterian Medical Center in New York,
where he subsequently was appointed an Assistant Professor of Neurology.
EXECUTIVE COMPENSATION
The following table sets forth a summary of the compensation paid or
accrued by the Company during the years ended December 31, 1997, 1996 and 1995
for the Company's Chief Executive Officer and for the four most highly
compensated executive officers (the "Named Executive Officers"), including two
who are no longer serving as officers of the Company.
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Securities
Annual Underlying
Compensation Options
Name Year Salary ($) Bonus ($) Granted (#)
---- ---- ---------- --------- -----------
Gerardo Canet 1997 228,000 41,040 175,000(2)
President and 1996 220,000 -- 120,000
Chief Executive Officer (1) 1995 215,000 53,750 --
Peter Callan 1997 112,916 7,500 --
Vice President, 1996 108,000 10,000 --
Central Region (1), (3) 1995 41,545(1) 9,375 40,000
Jay Higham 1997 120,000 12,600 --
Vice President, Marketing 1996 125,000 -- 40,000
and Development (1) 1995 110,000 19,250 --
Dwight P. Ryan 1997 98,000 10,290 --
Vice President, Finance and 1996 94,120 -- 25,000
CFO (4) 1995 90,000 15,750 --
Donald S. Wood, Ph.D. 1997 121,738 12,285 60,000
President and COO 1996 112,143 -- --
RSC Division (1) 1995 108,000 18,900 --
-6-
(1) Gerardo Canet, Peter Callan, Jay Higham, Dwight Ryan, and Donald Wood
commenced employment with the Company on February 14, 1994, August 14,
1995, October 10, 1994, December 1, 1987 and March 1, 1991,
respectively.
(2) Subject to stockholder approval of an amendment to increase the number
of shares of Common Stock authorized under the 1992 Plan from 1.3
million to 2.0 million.
(3) Peter Callan resigned as Vice President of the Company's Central Region
effective September 16, 1997.
(4) Dwight Ryan resigned as Vice President of Finance and CFO effective
March 13, 1998.
The following table sets forth certain information with respect to
individual grants of stock options made by the Company during fiscal 1997 to the
named executive officers.
OPTIONS GRANTED IN 1997
Percent of
Number of Total Potential Realizable
Shares Options Value at Assumed Annual Rates of
Underlying Granted to Stock Price Appreciation for Option
Options Employees Exercise Expiration Term ($) (2)
Name Granted in 1997 Price Date 0% 5% 10%
---- ---------- ---------- -------- ------------- ------- -------- --------
Gerardo Canet 175,000(1) 32.56% $2.37 Oct. 21, 2007 $0 $241,021 $610,800
President and Chief Executive
Officer
Donald S. Wood, Ph.D. 25,000 4.65% $1.68 Feb. 25, 2007 $0 $ 26,413 $ 66,937
President and COO, 35,000 6.51% $2.19 Oct. 21, 2007 $0 $ 48,204 $122,160
RSC Division
(1) Subject to stockholder approval of an amendment to increase the number of
shares of Common Stock authorized under the 1992 Plan from 1.3 million to
2.0 million shares, each such option being exercisable at $2.19 per share,
25% of which shares become exercisable one year from the date of grant;
thereafter the shares become exercisable at the rate of 6.25% of the total
number of shares subject to the option every three months. The options are
incentive options which expire on October 21, 2007. Notwithstanding the
above provisions, these options shall fully vest on the earliest to occur
of: (i) October 21, 2002; (ii) the day after the Company's Common Stock
has had an average closing price of $5.00 per share for 45 consecutive
trading days; (iii) an acquisition of the Company for cash in excess of
$3.50 per share of the Company's Common Stock; or (iv) a Qualifying
Termination, as defined in the August 3, 1994 Change in Control Severance
Agreement, as amended, between the Company and Mr. Canet.
(2) Potential realizable value is based on the assumption that the price per
share of Common Stock appreciates at the assumed annual rate of stock
appreciation for the option term. The assumed 0%, 5% and 10% annual rates
of appreciation (compounded annually) over the term of the option are set
forth in accordance with the rules and regulations adopted by the
Commission and do not represent the Company's estimate of stock price
appreciation.
-7-
The following table sets forth certain information concerning Named
Executive Officers who held unexercised options at December 31, 1997:
OPTION VALUES AT DECEMBER 31, 1997
Number of
Shares Underlying Value of Unexercised
Unexercised In-the-Money
Shares Options at Options at
Acquired December 31, 1997 December 31, 1997 ($) (1)
Upon Value --------------------------------- -------------------------------
Name Exercise Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- -------- ------------ ----------- ------------- ----------- -------------
Gerardo Canet -- -- 282,224 308,276 169,244 30,129
Jay Higham -- -- 42,500 37,500 19,800 6,600
Dwight P. Ryan -- -- 40,580 24,420 12,462 3,419
Donald S. Wood, Ph.D. -- -- 35,366 64,634 9,284 5,005
(1) Based upon the closing sales price of the Common Stock on the Nasdaq
National Market on December 31, 1997 of $1.81 per share.
(2) Subject to stockholder approval of an amendment to increase the number
of shares of Common Stock authorized under the 1992 Plan from 1.3
million to 2.0 million shares, each such option being exercisable at
$2.19 per share, 25% of which shares become exercisable one year from
the date of grant; thereafter the shares become exercisable at the rate
of 6.25% of the total number of shares subject to the option every
three months. Notwithstanding the above provisions, these options shall
fully vest on the earliest to occur of: (i) October 21, 2002; (ii) the
day after the Company's Common Stock has had an average closing price
of $5.00 per share for 45 consecutive trading days; (iii) an
acquisition of the Company for cash in excess of $3.50 per share of the
Company's Common Stock; or (iv) a Qualifying Termination, as defined in
the August 3, 1994 Change in Control Severance Agreement, as amended,
between the Company and Mr. Canet.
-8-
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND
CHANGE-IN-CONTROL ARRANGEMENTS
On February 14, 1994, Gerardo Canet entered into an employment
agreement with the Company to serve as its President and Chief Executive Officer
and was appointed as a director. Pursuant to the employment agreement, Mr. Canet
receives an annual salary of $215,000 subject to increases and in February 1994
was granted options to purchase an aggregate of 140,500 shares of Common Stock.
Under Mr. Canet's employment agreement, the Company may terminate his employment
without cause on thirty days' notice, in which event Mr. Canet will receive, as
severance pay, twelve months' salary payable monthly. In the event Mr. Canet's
employment is terminated by reason of his permanent disability or death, Mr.
Canet (or his legal representative) will receive six months' base salary
(reduced by any payments following termination received under any long-term
disability policy maintained by the Company for Mr. Canet's benefit).
The employment agreement further provides that in the event that (i)
within one year after a "Change of Control" (as defined therein) of the Company,
Mr. Canet's employment terminates or there occurs a material reduction in his
duties (other than by reason of his disability) or a material interference by
the Company's Board of Directors with the exercise of his authority, or (ii) the
Company is acquired for cash in excess of $10.00 per share of Common Stock, the
stock options granted to Mr. Canet under the agreement would accelerate and
become exercisable as of the date of such termination material reduction,
material interference, or cash acquisition, or, with respect to the incentive
options, the earliest date thereafter consistent with certain restrictions set
forth in the agreement.
Under the employment agreement, Mr. Canet has agreed not to compete
with the Company while employed by the Company and for a period of one year
thereafter.
--------------
The Company is also a party to a Change in Control Severance Agreement
with Mr. Canet entered into in August 1994.
The Company is also party to Executive Retention Agreements with each
of Jay Higham and Donald Wood, Vice Presidents of the Company, entered into in
March 1995 and with Eugene R. Curcio, Vice President and Chief Financial Officer
of the Company, entered into in April 1998.
The Change in Control Severance Agreements and the Key Executive
Retention Agreements (together referred to herein as the "Agreements") provide
for certain severance payments and benefits to the named executives in the event
of a termination of their employment, either by the Company without cause, or by
the executive for "Good Reason" (as defined below), at any time within eighteen
(18) months following a "Change in Control" (as defined below) of the Company
(any such termination, a "Qualifying Termination"). More specifically, the
Agreements provide the named executives with one additional year of salary,
bonus (if applicable), and benefits (or equivalent), more than he or she would
previously have been entitled to receive upon a termination without cause (or,
additionally, in the case of Mr. Canet, certain terminations by Mr. Canet for
Good Reason which would be deemed equivalent to a termination without cause
under his current employment agreement). Accordingly, pursuant to the
Agreements, in the event of a Qualifying Termination of the respective
executive, Mr. Canet's severance has been increased to two years (from the one
year severance provision which was contained in his employment agreement with
the Company) and the three Vice Presidents will be paid one year's severance
(the Vice Presidents not previously having been a party to a severance agreement
with the Company). Pursuant to the terms of the Agreements, all incentive
options granted to the respective executive would become fully vested upon a
Qualifying Termination, subject to certain terms and conditions. Also, pursuant
to the Agreements, the Company would be required to pay each respective
executive for all reasonable fees and expenses incurred by the respective
executive in litigating his or her rights, thereunder, to the extent the
executive is successful in any such litigation.
"Change in Control" under the Agreements means either: (i) any one or
more changes in the aggregate composition of the Company's Board of Directors as
a result of which Mr. Canet and the other individuals constituting the Board of
Directors as of July 26, 1994 (the "Incumbent Board"), cease to constitute a
majority of the Board of Directors, provided, however, that any individual
elected to the Board by, or nominated for election by, a majority of
-9-
the then-current Incumbent Board (except if such person assumes office by reason
of an actual or threatened election contest) is deemed to be a member of the
then-current Incumbent Board; or (ii) the closing of the cash acquisition in the
event the Company is acquired for cash in excess of $10.00 per share of Common
Stock, except in either case (i) or (ii) if the executive is or was a member of
the Board and approved such event in writing or by vote at a meeting of the
Board.
"Good Reason" under the Agreements consists of any of the following
grounds based on which the named executive terminates his or her own employment
within eighteen (18) months following a Change in Control of the Company: (i) a
material reduction in the Executive's duties, title(s) or offices, or a material
interference with his or her authority or status by the Board of Directors; (ii)
a relocation of the Company's principal executive offices to a location at least
fifty (50) miles from the Company's current offices in Purchase, New York; (iii)
in the case of Mr. Canet, a material breach of or default by the Company under
his employment agreement; (iv) in the case of any of the Vice Presidents, in the
event Mr. Canet's employment as President and Chief Executive Officer of the
Company is terminated (other than due to the death or permanent disability of
Mr. Canet) within the eighteen (18) month period following a Change in Control
by either the Company (other than for cause) or Mr. Canet for good Reason; (v)
if the executive's total salary and cash bonus opportunities for a fiscal year
(which includes any portion of the eighteen-month period following a Change in
Control) are less than 90% of the total salary and cash bonus compensation
opportunities made available to the executive in the then most recently
completed fiscal year; (vi) the failure of the Company to continue in effect any
material benefits or perquisites or insurance plans in which the executive was
participating unless substituted for with substantially similar benefits, or in
the event the Company takes actions which would adversely affect the executive's
participation in, or materially reduce the executive's benefits under, such
plans, or deprive the executive of a material fringe benefit; (vii) the Company
(either in one transaction or a series of related transactions) sells or
otherwise disposes of, not in the ordinary course of business, assets or earning
power aggregating more than 30% of the assets or earning power of the Company
(or the Company and its subsidiaries), unless the executive is or was a member
of the Board and approved any of the foregoing either in writing or by vote at a
meeting of the Board; (viii) a material breach of or default by the Company
under the Agreements which is not cured by the Company within thirty days after
its receipt or prior written notice thereof from the executive; or (ix) a
purported termination for cause by the Company of the executive's employment
within the eighteen (18) month period following a Change in Control which is not
effected in compliance with certain procedural requirements (such as notice and
an opportunity for the executive to be heard, together with his counsel, before
the Board).
-10-
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), requires the Company's executive officers, directors and
persons who beneficially own more than 10% of a registered class of the
Company's equity securities to file with the Commission initial reports of
ownership and reports of changes in ownership of Common Stock and other equity
securities of the Company. Such executive officers, directors, and greater than
10% beneficial owners are required by Commission regulation to furnish the
Company with copies of all Section 16(a) forms filed by such reporting persons.
Based solely on the Company's review of such forms furnished to the
Company and written representations from certain reporting persons, the Company
believes that the required filings applicable to the Company's executive
officers, and greater than 10% beneficial owners were made on a timely basis for
the year ended December 31, 1997, except that on initial report on Form 3 was
filed on October 14, 1997 by Dr. Aaron S. Lifchez, who became a director of the
Company on August 19, 1997.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended December 31,1997 the members of the
Compensation Committee were Messrs. Hillback, Jr., Liebler and Stuesser
(Chairman).
The Company has maintained a consulting arrangement with SDL
Consultants, a privately-owned consulting firm engaged in rendering general
business advice, of which Mr. Liebler is President. During the fiscal year ended
December 31, 1997 the Company paid SDL Consultants approximately $93,000 in
consulting fees, which were primarily related to services rendered to the
Company in assisting with the recruitment of five (5) senior management persons
and included reimbursement for expenses. Additionally, Mr. Liebler was granted a
non-incentive option to acquire 40,000 shares of Common Stock in consideration
for consulting services rendered to the Company.
Each of Messrs. Hillback, Jr., Liebler and Stuesser were paid $10,000
as an annual retainer fee, $2,500 for membership on a Board committee and $2,250
in Board attendance fees.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION1
The goal of the Company's executive compensation policy is to ensure
that an appropriate relationship exists between executive compensation and the
creation of stockholder value, while at the same time attracting, motivating and
retaining senior management. The Compensation Committee's informal executive
compensation philosophy (which applies generally to all Company management,
including the President and Chief Executive Officer, Gerardo Canet) considers a
number of factors, which may include:
o rewarding eligible employees who have achieved specific business and
financial success during the fiscal year;
o giving eligible employees the incentive to strive for higher
productivity, efficiency and quality of service; and
o encouraging the "best" people to join and stay with the Company.
- --------
1 The material in this report is not soliciting material, is not deemed
filed with the Securities and Exchange Commission and is not incorporated by
reference in any filing of the Company under the Securities Act of 1993, whether
made before or after this date of this Proxy Statement and irrespective any
general incorporation language in such filing.
-11-
Compensation structures for senior management generally include a
combination of salary, bonuses and stock options. Specific executive officer
base salary is determined based on a range of measures and by comparison to the
compensation of executive officers of comparable companies. During the fiscal
year ended December 31, 1997, the bonuses of senior management were derived in
accordance with a predetermined percent of base salary. The actual bonuses were
based on two components. One component was based on the Company's performance
during the fiscal year ended December 31, 1997 versus the 1997 budget. The
second component was based on the achievement of specific milestones. The
Compensation Committee also endorses the position that equity ownership by
senior management is beneficial in aligning their interest with those of
stockholders', especially in the enhancement of stockholder value. The
Compensation Committee considers the Company's performance under these measures
and uses its subjective judgment and discretion in approving individual
compensation. Mr. Canet's base salary is established pursuant to an employment
agreement, although his bonus is determined in the same fashion as other
executive officers.
Lawrence J. Stuesser (Chairman)
Elliott Hillback, Jr.
Sarason D. Liebler
-12-
Performance Graph2
Comparison of Five-Year Cumulative Total Return for
IntegraMed America, Inc. (INMD), NASDAQ Stock Market (U.S.) and
a peer group index ("PPMS")
[GRAPH APPEARS HERE]
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
INMD Common Stock 100 22.73 10.80 32.95 14.77 16.48
NASDAQ Stock Market (U.S.) 100 135.88 115.67 198.37 136.65 137.12
PPMS 100 114.80 112.21 158.70 195.19 239.53
The above graph compares the five-year cumulative total return for INMD
Common Stock with the comparable cumulative return of the NASDAQ Stock Market
(U.S.) and a peer group index ("PPMS"). PPMS includes American Oncology Res.
Inc., FPA Medical Management, Coastal Physician Group Inc, Medpartners, Inc.,
Pediatrix Med Group, Inc., Php Healthcare Corp., Phycor, Inc., Phymatrix Corp.,
Physician Reliance Network, Physicians Resource Group and Sheridan Healthcare
Inc. The closing prices, for each over the last twelve months is included. The
Company selected these companies for the peer group based on the nature of such
companies' businesses.
The graph assumes $100 was invested on December 31, 1992 in INMD Common
Stock and $100 was invested at that same time in each of the NASDAQ and PPMS
indexes. The comparison assumes that all dividends were reinvested. Measurement
points are at the last trading day of the years ended December 31, 1992, 1993,
1994, 1995, 1996 and 1997.
- --------
2 The material in this chart is not soliciting material, is not deemed
filed with the Securities and Exchange Commission and is not incorporated by
reference in any filing of the Company under the Securities Act of 1993, whether
made before or after this date of this Proxy Statement and irrespective any
general incorporation language in such filing.
-13-
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Dr. Patricia M. McShane, became a director of the Company in March 1997
and was a Vice President of the Company in charge of medical affairs from
September 1992 through February 28, 1997. Since May 1988, Dr. McShane has been,
and currently is, the Medical Director of the Boston Network Site where she is
engaged in the practice of medicine, specializing in infertility. Dr. McShane's
aggregate compensation earned in 1997 for serving as an executive officer of the
Company and as the Medical Director of the Boston Network Site was $242,500.
SDL Consultants, a company owned by Sarason D. Liebler, a Company
director, rendered consulting services to the Company during 1997, 1996 and 1995
for aggregate fees of approximately $93,000, $17,000 and $22,000, respectively.
The approximately $93,000 paid to Mr. Liebler in 1997 primarily related to
services rendered to the Company in assisting with the recruitment of five (5)
senior management persons and included reimbursement of expenses.
-14-
APPROVAL AND RATIFICATION OF THE AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
The Board of Directors of the Company has adopted and recommends to the
stockholders approval of a proposed amendment to the Company's Amended and
Restated Certificate of Incorporation ("Certificate") to increase the authorized
number of shares of Common Stock from 25,000,000 to 50,000,000. The proposed
increase in the authorized number of shares of Common Stock has been recommended
by the Board of Directors to assure that an adequate supply of authorized
unissued shares of Common Stock is available for general corporate needs.
As of March 31, 1998, in addition to the 21,344,423 shares of Common
Stock outstanding, the Company had (i) 593,006 shares of Common Stock issuable
upon conversion of the Company's Series A Cumulative Convertible Preferred
Stock, (ii) an aggregate of 1,283,456 shares of Common Stock reserved for
issuance upon exercise of options granted under the Company's 1988 and 1992
Stock Option Plans, of which options to purchase 1,246,361 shares of Common
Stock are outstanding, excluding the 1997 grant to Gerardo Canet of options to
purchase 175,000 shares of Common Stock which is subject to stockholder approval
of increasing the number of shares available under the 1992 Plan from 1.3
million to 2.0 million shares , (iii) 125,000 shares of Common Stock reserved
for issuance pursuant to the Company's 1994 outside director stock purchase
plan, (iv) 1,073,032 shares of Common Stock issuable upon exercise of
outstanding warrants and (v) up to approximately 245,000 shares (based on the
Company's current market price per share as of April 17, 1998) which may be
issued in partial payment of the right to manage physician practices; leaving
approximately 161,083 additional shares of Common Stock available for issuance.
If the amendment to the Certificate is approved, there will be 25,161,083
authorized shares of Common Stock available for issuance, on such terms and
conditions as may be determined by the Board of Directors.
While the Company has no specific plans, arrangements, or agreements to
issue shares of Common Stock other than those described above, the Board of
Directors of the Company believes it is advisable and in the best interests of
the Company to have available authorized and unissued shares of Common Stock in
an amount adequate to provide for the future needs of the Company. The
additional authorized shares of Common Stock will benefit the Company by
providing flexibility to the Board of Directors without further action or
authorization by stockholders (except as required by law), in responding to
business needs and opportunities as they arise, or for other proper corporate
purposes. These corporate purposes might include acquisitions of certain assets
of and the right to manage physician group practices, stock dividends, stock
splits, employee stock options, debt financings, the obtaining of capital funds
through public and private offerings of shares of Common Stock, or to compensate
employees or retain consultants. The issuance of any additional shares of Common
Stock will be on terms deemed to be, at the time of such issuances, in the best
interests of the Company and its stockholders. If such additional authorized
shares of Common Stock are subsequently issued to other than existing
stockholders, the percentage interest of existing stockholders in the Company
will be reduced. Holders of shares of Common Stock have no pre-emptive rights
with respect to future issuances of shares of Common Stock.
The Board of Directors is not aware of any attempt to gain control of
the Company nor is it recommending this amendment to increase the number of
authorized shares of Common Stock in response to any specific effort to obtain
control of the Company. The proposed amendment to increase the number of
authorized shares of Common Stock is not designed as nor intended to be an
anti-takeover measure; however the authorized but unissued shares of Common
Stock could be used by incumbent management to make a change in control of the
Company more difficult and time-consuming. Under certain circumstances, such
unissued shares of Common Stock could be used to create obstacles or to
frustrate persons seeking to effect a takeover or otherwise gain control of the
Company with a view to instituting a merger, sale of all or part of the
Company's assets, or other similar transaction which may not be in the best
interest of the stockholders.
It is expected that the proposed amendment, if approved by the
stockholders, will be made effective on or about June 10, 1998 by the filing and
recording of an appropriate Certificate of Amendment as required under Delaware
law.
The Board of Directors recommends a vote FOR the proposed amendment,
and the persons named in the accompanying proxy will vote in accordance with the
choice specified thereon or, if no choice is properly indicated, in favor of the
amendment.
-15-
APPROVAL AND RATIFICATION OF AMENDMENTS TO THE
1992 INCENTIVE AND NON-INCENTIVE STOCK OPTION PLAN
The 1992 Incentive and Non-Incentive Stock Option Plan (the "Plan") was
adopted by the Board of Directors and stockholders of the Company in June 1992.
The Board of Directors of the Company has adopted and recommends to the
stockholders approval of amendments to the Plan to (i) increase the number of
shares of Common Stock reserved for issuance upon exercise of options granted or
to be granted under the Plan from 1.3 million to 2.0 million shares and (ii)
provide for the ability of the Board of Directors, in its sole discretion to (i)
accelerate the date or dates on which all or any particular option or options
granted under the Plan may be exercised or (ii) extend the dates during which
all, or any particular, option or options granted under the Plan may be
exercised; provided, however, that no such extension shall be permitted if it
would cause the Plan to fail to comply with Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code") or with Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (if
applicable). The proposed amendments to the Plan are described below.
Purpose
The purpose of the Plan is to enable the Company to grant options to
selected employees, directors, consultants, agents, independent contractors and
other persons so as to further the growth and development of the Company, its
direct and indirect subsidiaries and the entities with which the Company
collaborates to deliver services ("Collaborating Entities"). The grant of
options by the Company is intended to encourage such selected employees,
directors, consultants, agents, independent contractors and other persons who
contribute and are expected to contribute materially to the Company's success to
obtain a proprietary interest in the Company through ownership of its stock,
thereby providing such persons with an added incentive to promote the best
interests of the Company and affording the Company a means of attracting persons
of outstanding ability.
Common Stock Subject to the Plan
Under the Plan, 1.3 million shares of Common Stock of the Company are
currently reserved for issuance upon exercise of options granted thereunder. The
amendments presently before the stockholders, if approved, will (i) increase the
number of shares of Common Stock issuable under the Plan to an aggregate of 2.0
million shares and (ii) provide for the ability of the Board of Directors, in
its sole discretion to (i) accelerate the date or dates on which all or any
particular option or options granted under the Plan may be exercised or (ii)
extend the dates during which all, or any particular, option or options granted
under the Plan may be exercised; provided, however, that no such extension shall
be permitted if it would cause the Plan to fail to comply with Section 422 of
the Code or with Rule 16b-3 promulgated under the Exchange Act (if applicable).
At March 31, 1998, options to purchase an aggregate of 1,246,361 shares
of Common Stock were outstanding under the 1992 Plan at exercise prices ranging
from $0.625 per share to $3.75 per share.
Grant of Options
Under the Plan, incentive stock options ("Incentive Stock Options"),
qualifying under Section 422 of the Internal Revenue Code of 1986, as amended
("the "Code"), may be granted to employees (including officers) of the Company
and/or any of its subsidiaries, and non-incentive (or "non-qualified") stock
options ("Non-Incentive Stock Options," together with Incentive Stock Options,
hereinafter "Stock Options") may be granted to employees, directors,
consultants, agents, independent contractors and such other persons as the
Incentive and Non-Incentive Stock Option Plan Committee (the "Committee") of the
Board of Directors determines will contribute to the Company's success. The
Committee, which consists of two or more directors appointed by the Board of
Directors who themselves are not eligible for discretionary grants of Stock
Options, selects the optionees under the Plan and determines (i) whether the
respective Stock Option is to be a Non-Incentive Stock Option or an Incentive
Stock Option, (ii) the number of shares of Common Stock purchasable under the
option, (iii) the exercise price, which cannot be less than 100% of the fair
market value of the Common Stock on the date of grant with respect to Incentive
Stock Options (110% of fair market value in the case of an Incentive Stock
Option granted to an owner of stock possessing more than 10% of the total voting
power of all classes of stock of the Company (a "10% Owner")), (iv) the time or
-16-
times when the Stock Option becomes exercisable, and (v) the term of the option
(not to exceed ten years). Incentive Stock Options are not exercisable prior to
one year from the date of grant. The fair market value, determined as of the
date the option is granted, of shares exercisable for the first time by the
holder of an Incentive Stock Option may not exceed $100,000 in any calendar
year.
Exercise of Options
All options are exercisable during the optionee's lifetime only by the
optionee and only while the optionee is an employee, director, consultant,
agent, independent contractor or otherwise employed by or engaged in performing
services for the Company or a subsidiary, either directly or through a
Collaborating Entity, and for a period of three months thereafter, except where
termination of employment or engagement is due to death or disability. In the
event of death or disability, the option is exercisable by the optionee or the
optionee's executor or administrator within one year from the date of death or
termination of employment by reason of such disability, only to the extent the
option would be exercisable by the optionee as at such date. No option is
transferable other than by will or the laws of descent and distribution.
Options are exercisable by payment in cash to the Company, or a check
to its order, of the full purchase price for the shares of Common Stock to be
purchased, plus the amount, if any, required for withholding taxes in connection
with such exercise (the "Exercise Payment"); provided, however, that with the
consent of the Committee or such officer of the Company as may be authorized by
the Committee from time to time to give such consent, the Exercise Payment may
be paid by the surrender of Common Stock owned by the person exercising the
option and having a fair market value on the date of exercise equal to the
Exercise Payment, or in any combination of cash and Common Stock so long as the
total cash so paid and the fair market value of the Common Stock surrendered
equals the Exercise Payment, and the Common Stock so surrendered, if originally
issued to the optionee upon exercise of an option granted by the Company, shall
have been held by the optionee for more than six months.
Option Adjustments
The Plan contains a customary anti-dilution provision which provides
that in the event of any change in the Company's outstanding capital stock by
reason of stock dividends, recapitalizations, mergers, consolidations,
split-ups, combinations or exchanges of shares and the like, the aggregate
number of shares of Common Stock subject to outstanding options and the exercise
price are to be appropriately adjusted by the Board of Directors (or the
Committee), whose determination thereon shall be conclusive.
Amendments
The Board has the authority to make changes in or additions to the Plan
as it deems desirable and the Board and the Committee may adopt rules and
regulations to carry out the Plan. The Board may not, without stockholder
approval, (i) increase the number of shares which may be issued under the Plan,
(ii) adversely affect the rights of a holder of an option previously granted
under the Plan, (iii) modify materially the eligibility requirements for
participation in the Plan, or (iv) increase materially the benefits accruing to
participants under the Plan.
Termination
The Plan terminates on April 30, 2002 (unless sooner terminated at the
discretion of the Board of Directors).
Federal Income Tax Consequences
Under current tax law, there are generally no Federal income tax
consequences to either the employee or the Company on the grant of Non-Incentive
Stock Options if granted under the terms set forth in the 1992 Plan and if the
option is not immediately exercisable. Upon exercise of such a Non-Incentive
Stock Option, the excess of the fair market value of the shares subject to the
option over the option price (the "Spread") at the date of exercise is taxable
as ordinary compensation income to the optionee in the year it is exercised and
is deductible by the Company as compensation for Federal income tax purposes, if
Federal income tax is withheld on the Spread. However, if the shares are subject
to vesting restrictions conditioned on future employment or the holder is
subject to the short-swing profits liability restrictions of Section 16(b) the
Exchange Act (i.e., is an executive officer, director or 10% stockholder of the
-17-
Company)then taxation and measurement of the Spread is deferred until such
restrictions lapse, unless a special election is made under Section 83(b) of the
Code to report such income currently without regard to such restrictions. The
optionee's basis in the shares will be equal to the fair market value on the
date taxation is imposed (determined without regard to marketability
restrictions imposed by the securities laws) and the holding period commences on
such date.
Holders of Incentive Stock Options incur no regular Federal income tax
liability at the time of grant or upon exercise of such option, assuming that
the optionee was an employee of the Company from the date the option was granted
until 90 days before such exercise. However, upon exercise, the Spread must be
added to regular Federal taxable income in computing the optionee's "alternative
minimum tax" liability. An optionee's basis in the shares received on exercise
of an Incentive Stock Option will be the option price of such shares for regular
income tax purposes. No deduction is allowable to the Company for Federal income
tax purposes in connection with the grant or exercise of such option.
If the holder of shares acquired through exercise of an Incentive Stock
Option sells such shares within two years of the date of grant of such option or
within one year from the date of exercise of such option (a "Disqualifying
Disposition"), the optionee will realize income taxable at ordinary rates.
Ordinary income is reportable during the year of such sale equal to the
difference between the option price and the fair market value of the shares at
the date the option is exercised, but the amount includable as ordinary income
shall not exceed the excess, if any, of the proceeds of such sale over the
option price. In addition to ordinary income, a Disqualifying Disposition may
result in taxable income subject to capital gains treatment if the sales
proceeds exceed the optionee's basis in the shares (i.e., the option price plus
the amount includable as ordinary income). The amount of the optionee's taxable
ordinary income will be deductible by the Company in the year of the
Disqualifying Disposition.
At the time of sale of shares received upon exercise of an option
(other than a Disqualifying Disposition of shares received upon the exercise of
an Incentive Stock Option), any gain or loss is long-term or short-term capital
gain or loss, depending upon the holding period. The holding period for
long-term capital gain or loss treatment is more than one year.
The foregoing is not intended to be an exhaustive analysis of the tax
consequences relating to stock options issued under the Plan. For instance, the
treatment of options under state and local tax laws, which are not described
above, may differ from their treatment for Federal income tax purposes.
-18-
The following table sets forth information as of December 31, 1997 with
respect to unexercised options granted under the 1992 Plan during the year ended
December 31, 1997 (excluding any options granted subject to approval of the
foregoing amendment to the 1992 Plan) and options granted subject to approval of
the foregoing amendment to the 1992 Plan (the "Contingent Options").
NEW PLAN BENEFITS
1992 INCENTIVE AND NON-INCENTIVE STOCK OPTION PLAN
Number of Shares Weighted
Covered by Average
Unexercised Number of Exercise
Options Granted Shares Price Per
(Excluding Covered by Share Covered
Contingent Contingent by Contingent
Name of Grantee Options) Options Options ($)
--------------- -------- ------- ---------------
Gerardo Canet, Chairman, President
and Chief Executive Officer -- 175,000(1) $2.19
Jay Higham, Vice President, Marketing
and Development -- -- --
Dwight P. Ryan, Vice President, Finance
and Chief Financial Officer -- -- --
Donald S. Wood, Ph.D., President and COO,
RSC Division 60,000 -- --
All current executive officers, as a group 100,000 175,000 $2.19
All current directors who are not
executive officers, as a group 124,000 -- --
All employees, including all current
officers who are not executive officers,
as a group 138,484 -- --
(1) Represents options to purchase shares of Common Stock at an exercise
price of $2.19 per share, 25% of which shares become exercisable one
year from the date of grant; thereafter the shares become exercisable
at the rate of 6.25% of the total number of shares subject to the
option every three months. The options are incentive options which
expire on October 21, 2007. Notwithstanding the above provisions, these
options shall fully vest on the earliest to occur of: (i) October 21,
2002; (ii) the day after the Company's Common Stock has had an average
closing price of $5.00 per share for 45 consecutive trading days; (iii)
an acquisition of the Company for cash in excess of $3.50 per share of
the Company's Common Stock; or (iv) a Qualifying Termination, as
defined in the August 3, 1994 Change in Control Severance Agreement, as
amended, between the Company and Mr. Canet. On March 31, 1998, these
options were not in-the-money.
Other than the options set forth in the table above, the options to be
granted pursuant to the 1992 Plan are not determinable. The table above does not
include options that may be automatically granted in the future to Outside
Directors of the Company pursuant to the terms of the Plan, because it is not
determinable whether additional Outside Directors will be elected to the Board.
The Board of Directors recommends a vote for the approval and
ratification of the amendments to the 1992 Plan, and the persons named in the
accompanying proxy will vote in accordance with the choice specified thereon or,
if no choice is properly indicated, in favor of the approval and ratification.
-19-
APPROVAL AND RATIFICATION OF THE APPOINTMENT
OF INDEPENDENT ACCOUNTANTS
The Board of Directors has approved the firm of Price Waterhouse LLP,
Certified Public Accountants, as the Company's independent accountants for the
fiscal year ending December 31, 1998 and recommends to stockholders that they
vote for ratification of that appointment. Price Waterhouse LLP has been the
Company's accountants for the past fiscal year and has no direct or indirect
financial interest in the Company. A representative of Price Waterhouse LLP is
expected to be present at the Annual Meeting of Stockholders with the
opportunity to make a statement if he or she desires to do so, and shall be
available to respond to appropriate questions.
The Board of Directors recommends a vote FOR this approval.
GENERAL
The Management of the Company does not know of any matters other than
those stated in this Proxy Statement which are to be presented for action at the
meeting. If any other matters should properly come before the meeting, it is
intended that proxies in the accompanying form will be voted on any such other
matters in accordance with the judgment of the persons voting such proxies.
Discretionary authority to vote on such matters is conferred by such proxies
upon the persons voting them.
The Company will bear the cost of preparing, printing, assembling and
mailing the proxy, Proxy Statement and other material which may be sent to
stockholders in connection with this solicitation. It is contemplated that
brokerage houses will forward the proxy materials to beneficial owners at the
request of the Company. In addition to the solicitation of proxies by use of the
mails, officers and regular employees of the Company may solicit by telephone
proxies without additional compensation. The Company does not expect to pay any
compensation for the solicitation of proxies.
The Company will provide without charge to each person being solicited
by this Proxy Statement, on the written request of any such person, a copy of
the Annual Report of the Company on Form 10-K for the fiscal year ended December
31, 1997 (as filed with the Securities and Exchange Commission) including the
financial statements thereto. All such requests should be directed to Mr. Eugene
R. Curcio, Vice President and Chief Financial Officer of IntegraMed America,
Inc., One Manhattanville Road, Purchase, New York 10577.
-20-
STOCKHOLDER PROPOSALS
The Annual Meeting of Stockholders for the fiscal year ending December
31, 1998 is expected to be held in June 1999. All proposals intended to be
presented at the Company's next Annual Meeting of Stockholders must be received
at the Company's executive office no later than December 31, 1998 for inclusion
in the Proxy Statement and form of proxy related to that meeting.
By Order of the Board of Directors,
Gerardo Canet
Chairman of the Board, President and Chief Executive Officer
Dated: May 1, 1998
-21-
1992 INCENTIVE AND NON-INCENTIVE
STOCK OPTION PLAN
OF
INTEGRAMED AMERICA, INC.
(As Amended and Restated on April 16, 1998)
1. Purpose of Plan.
The purpose of this 1992 Incentive and Non-Incentive Stock Option Plan
("Plan") is to further the growth and development of IntegraMed America, Inc.
(the "Company") its direct and indirect subsidiaries and the entities with which
the Company collaborates to deliver services (hereinafter "Collaborating
Entities") by encouraging selected employees, directors, consultants, agents,
independent contractors and other persons who contribute and are expected to
contribute materially to the Company's success to obtain a proprietary interest
in the Company through the ownership of stock, thereby providing such persons
with an added incentive to promote the best interests of the Company and
affording the Company a means of attracting to its service persons of
outstanding ability.
2. Stock Subject to the Plan.
An aggregate of 2,000,000 shares of the Company's Common Stock, $.01
par value ("Common Stock"), subject, however, to adjustment or change pursuant
to paragraph 12 hereof, shall be reserved for issuance upon the exercise of
options which may be granted from time to time in accordance with the Plan
("Options"). Such shares may be, in whole or in part, as the Incentive and
Non-Incentive Stock Option Plan Committee ("Committee") shall from time to time
determine, authorized but unissued shares or issued shares which have been
reacquired by the Company. If, for any reason, an Option shall lapse, expire or
terminate without having been exercised in full, the unpurchased shares covered
thereby shall again be available for purposes of the Plan.
3. Administration.
(a) The Board of Directors shall appoint the Committee from among
its members. Such Committee shall be composed of two or more
Directors who shall be "disinterested persons" as defined by
Regulation 240.16b-3 under the Securities Exchange Act of
1934, as amended (the "Act"). Such Committee shall have and
may exercise any and all of the powers relating to the
administration of the Plan and the grant of Options thereunder
as are set forth in subparagraph 3(b) hereof. The Board of
1
Directors shall have the power at any time to fill vacancies
in, to change the membership of, or to discharge such
Committee. The Committee shall select one of its members as
its chairman and shall hold its meetings at such time and at
such places as it shall deem advisable. A majority of such
Committee shall constitute a quorum and such majority shall
determine its action. Any action may be taken without a
meeting by written consent of all the members of the
Committee. The Committee shall keep minutes of its proceedings
and shall report the same to the Board of Directors at the
meeting next succeeding.
(b) The Committee shall administer the Plan and, subject to the
provisions of the Plan, shall have sole authority in its
discretion to determine the persons to whom, and the time or
times at which, Options shall be granted, the number of shares
to be subject to each such Option and whether all or any
portion of such Options shall be incentive stock options
("Incentive Options") qualifying under Section 422 of the
Internal Revenue Code of 1986, as amended ("Code"), or stock
options which do not so qualify ("Non-Incentive Options").
Both Incentive Options and Non-Incentive Options may be
granted to the same person at the same time provided each type
of Option is clearly designated. In making such
determinations, the Committee may take into account the nature
of the services rendered by such persons, their present and
potential contributions to the Company's success and such
other factors as the Committee in its sole discretion may deem
relevant. Subject to the express provisions of the Plan, the
Committee shall also have the authority to interpret the Plan,
to prescribe, amend and rescind rules and regulations relating
thereto, to determine the terms and provisions of the
respective Option Agreements, which shall be substantially in
the forms attached hereto as Exhibit A and Exhibit B, and to
make all other determinations necessary or advisable for the
administration of the Plan, all of which determinations shall
be conclusive and not subject to review.
4. Eligibility for Receipt of Options.
(a) Incentive Options.
Incentive Options may be granted only to employees (including
officers) of the Company and/or any of its subsidiaries.
The aggregate Fair Market Value (as defined in paragraph 5 of
this Plan) determined as of the time the Incentive Option is
granted of the shares of the Company's Common Stock
purchasable thereunder exercisable for the first time by an
employee during any calendar year may not exceed $100,000.
A director of the Company or any subsidiary who is not an
employee of the Company or of one of its subsidiaries is not
eligible to receive Incentive Options under the Plan. Further,
Incentive Options may not be granted to any person who, at the
2
time the Incentive Option is granted, owns (or is considered
as owning within the meaning of Section 424(d) of the Code)
stock possessing more than 10% of the total combined voting
powers of all classes of stock of the Company or any
subsidiary (10% Owner), unless at the time the Incentive
Option is granted to a 10% Owner, the option price is at least
110% of the fair market value of the Common Stock subject
thereto and such Incentive Option by its terms is not
exercisable subsequent to five years from the date of grant.
(b) Non-Incentive Options.
(i) Non-Incentive Options may be granted to any employee
(including employees who have been granted Incentive
Options), directors, consultants, agents, independent
contractors and other persons whom the Committee
determines will contribute to the Company's success.
(ii) Directors of the Company who are not full-time
employees of the Company and receiving compensation as
such (an "Outside Director"), will receive a Non-
Incentive Option ("Director Option") exercisable to
purchase 30,000 shares of Common Stock immediately
following the initial election or appointment of such
Outside Director. The exercise price for each share
subject to the Director Option shall be equal to the
"Fair Market Value" of the Common Stock on the date of
grant (which, if the Common Stock is traded on the
Nasdaq National Market or on a national securities
exchange, shall be the closing sale price of the Common
Stock on the Nasdaq National Market or such national
securities exchange on the business day immediately
preceding the date of such election or appointment, as
the case may be, or on the next preceding date on which
the Common stock is traded if no Common Stock was
traded on such immediately preceding business day;
otherwise, Fair Market Value shall be determined by the
Board of Directors in the manner otherwise described in
Section 5 of this Plan). Director Options shall become
exercisable in an amount equal to 25% of the total
number of shares subject to the Director Option
exercisable one year following the date of grant and
the balance exercisable at the rate of 6.25% of the
total number of shares subject to the Director Option
every three months thereafter, and will expire the
earlier of 10 years from the date of grant or 90 days
after the termination of such Outside Director's
service on the Board of Directors; provided, however,
that such Director Options will vest immediately upon a
"Change in Control" of the Company. The term "Change in
Control" is defined to mean any one or more changes in
the aggregate composition of the Board of Directors as
a result of which individuals constituting the Board of
Directors on July 26, 1994 (the "Incumbent Board"),
cease to constitute a majority of the Board of
Directors; provided, however, that any individual
elected to the Board by, or nominated for election by,
a majority of the then current Incumbent Board (except
3
if such person assumes office by reason of an actual or
threatened election contest) is deemed to be a member
of the current Incumbent Board. Further, no Change in
Control will be deemed to occur as a result of an event
or events approved by the Chief Executive Officer of
the Company.
(iii) the provisions of Section 4(b)(ii) shall not be
amended, if at all, more than once every six months
other than to comport with changes in the Code or the
rules thereunder.
5. Option Price.
The purchase price of the shares of Common Stock under each Option
shall be determined by the Committee, which determination shall be conclusive
and not subject to review. In no event shall the purchase price of shares of
Common Stock under an Incentive Option be less than 100% of the fair market
value of the Common Stock on the date of grant (110% of fair market value in the
case of Incentive Options granted to a 10% Owner).
In determining the fair market value of the Common Stock as of a
specified date (the "Fair Market Value"), the Committee shall consider, if the
Common Stock is listed on the New York Stock Exchange or another national
securities exchange, the closing price of the Common Stock on the business day
immediately preceding the date as of which the Fair Market Value is being
determined, or on the next preceding date on which such Common Stock is traded
if no Common Stock was traded on such immediately preceding business day, or, if
the Common Stock is not so listed on a national securities exchange, but
publicly traded, the representative closing bid price in the over-the-counter
market as reported by NASDAQ or as quoted by the National Quotation Bureau or a
recognized dealer in the Common Stock, on the date immediately preceding the
date as of which the Fair Market Value is being determined, or on the next
preceding date on which such Common Stock is traded if no Common Stock was
traded on such immediately preceding business day. The Committee may also
consider such other factors as it shall deem appropriate.
For purposes of the Plan, the date of grant of an Option shall be the
date on which the Committee shall by resolution duly authorize such Option.
6. Term of Options.
(a) Incentive Options.
The term of each Incentive Option shall be ten years (five
years in the case of a 10% Owner) from the date of grant
thereof, or such shorter period as the Committee shall
determine, subject to earlier termination as herein provided.
4
(b) Non-Incentive Options.
The term of each Non-Incentive Option shall be such number of
years as the Committee shall determine, subject to earlier
termination as herein provided.
7. Exercise of Options.
(a) The Committee shall determine the dates upon which any Option
granted under the Plan shall be exercisable, provided,
however, no Incentive Option shall be exercisable until at
least one year after the date of grant.
An Option may not be exercised for less than ten shares at any
one time (or the remaining shares then purchasable if less
than ten) and may not be exercised for fractional shares of
the Company's Common Stock.
(b) Except as provided in paragraphs 9, 10 and 11 hereof, no
Option shall be exercisable unless the holder thereof shall
have been an employee, director, consultant, agent,
independent contractor or other person employed by or engaged
in performing services for the Company and/or a subsidiary,
either directly or through a Collaborating Entity,
continuously from the date of grant to the date of exercise.
(c)
The exercise of an Option shall be contingent upon receipt
from the holder thereof of a written representation that at
the time of such exercise it is the optionee's then present
intention to acquire the Option shares for investment and not
with a view to the distribution or resale thereof (unless a
Registration Statement covering the shares purchasable shall
have been declared effective by the Securities and Exchange
Commission) and upon receipt by the Company of cash, or a
check to its order, for the full purchase price of such
shares; plus any amount, if any, as is required for
withholding taxes; provided, however, that with the consent of
the Committee or such officer of the Company as may be
authorized by the Committee from time to time, the purchase
price and such amount, if any, as is required for withholding
taxes may be paid by the surrender of Common Stock in good
form for transfer owned by the person exercising the Option
and having a Fair Market Value on the date of exercise equal
to the purchase price and such amount, if any, as is required
for withholding taxes, or in any combination of cash and
Common Stock so long as the total of the cash so paid and the
Fair Market Value of the Common Stock surrendered equals the
purchase price and such amount, if any, as is required for
withholding taxes, and the Common Stock so surrendered, if
originally issued to the optionee upon exercise of an option
granted by the Company, shall have been held by the optionee
for more than six (6) months. Any Common Stock delivered in
satisfaction of all or any portion of the purchase price shall
be appropriately endorsed for transfer and assignment to the
5
Company. No shares shall be issued until full payment therefor
has been made, and any withholding obligations of the Company
have been satisfied.
(d) The holder of an Option shall have none of the rights of a
stockholder with respect to the shares purchasable upon
exercise of the Option until a certificate for such shares
shall have been issued to the holder upon due exercise of the
Option.
(e) The proceeds received by the Company upon exercise of an
Option shall be added to the Company's working capital and be
available for general corporate purposes.
8. Non-Transferability of Options.
No option granted pursuant to the Plan shall be transferable otherwise
than by will or the laws of descent or distribution and an Option may be
exercised during the lifetime of the holder only by such holder.
9. Termination of Employment or Engagement.
In the event the employment of the holder of an Option shall be
terminated by the Company or a subsidiary for any reason other than by reason of
death or disability, or the engagement of a non-employee holder of a
Non-Incentive Option shall be terminated by the Company or a subsidiary or the
employment of an employee of a Collaborating Entity shall be terminated for any
reason, or an Outside Director holder of a Non-Incentive Option shall cease to
serve as a director of the Company for any reason, such holder's Option, and his
rights to exercise such Option shall terminate, lapse and expire effective the
date falling three months after termination of such employment, engagement or
director status. Absence on leave approved by the employer corporation shall not
be considered an interruption of employment for any purpose under the Plan.
Notwithstanding the foregoing, no Option may be exercised subsequent to the date
of its expiration.
Nothing in the Plan or in any Option Agreement granted hereunder shall
confer upon any Optionholder any right to continue in the employ of the Company
or any subsidiary or obligate the Company or any subsidiary to continue the
engagement of any Optionholder or interfere in any way with the right of the
Company or any such subsidiary to terminate such Optionholder's employment or
engagement at any time.
10. Disability of Holder of Option.
If the employment of the holder of an Option shall be terminated by
reason of such holder's disability, such holder may, within one year from the
date of such termination, exercise such Option to the extent such Option was
exercisable by such holder at the date of such termination. Notwithstanding the
foregoing, no Option may be exercised subsequent to the date of its expiration.
6
11. Death of Holder of Option.
If the holder of any Option shall die while in the employ of, or while
performing services for, the Company or one or more of its subsidiaries (or
within six months following termination of employment due to disability or
within three months following termination of employment for any other reason),
the Option theretofore granted to such person may be exercised, but only to the
extent such Option was exercisable by the holder at the date of death (or, with
respect to employees, the date of termination of employment due to disability)
by the legatee or legatees of such person under such person's Last Will, or by
such person's personal representative or distributees, within one year from the
date of death but in no event subsequent to the expiration date of the Option.
12. Adjustments Upon Changes in Capitalization.
If at any time after the date of grant of an Option, the Company shall
by stock dividend, split-up, combination, reclassification or exchange, or
through merger or consolidation or otherwise, change its shares of Common Stock
into a different number or kind or class of shares or other securities or
property, then the number of shares covered by such Option and the price per
share thereof shall be proportionately adjusted for any such change by the
Committee, whose determination thereon shall be conclusive. In the event that a
fraction of a share results from the foregoing adjustment, said fraction shall
be eliminated and the price per share of the remaining shares subject to the
Option adjusted accordingly.
13. Option Agreements.
Notwithstanding anything contained in the Plan or in any resolution
adopted or to be adopted by the Committee or the stockholders of the Company, no
rights under any Option may be asserted unless and until a written Option
Agreement, substantially in the form of the Incentive Stock Option Agreement
attached hereto as Exhibit A or the Non-Incentive Stock Option Agreement
attached hereto as Exhibit B, shall be duly executed and delivered by and on
behalf of the Company and the person to whom the Option shall be granted.
14. Termination and Amendment.
This Plan shall terminate on April 30, 2002, and no Option shall be
granted under the Plan after such date. The Board of Directors may at any time
prior to such date terminate the Plan or make such modifications or amendments
thereto as it shall deem advisable provided, however, that
(i) no increase shall be made in the aggregate number of
shares which may be issued under the Plan;
(ii) no termination, modification or amendment shall
adversely affect the rights of a holder of an Option
previously granted under the Plan;
7
(iii) no material modification shall be made to the
requirements of eligibility for participation in the
Plan; and
(iv) no material increase shall be made in the benefits
accruing to participants under the Plan.
15. Acceleration, Extension.
The Board of Directors may, in its sole discretion, (i) accelerate the
date on which all or any particular option or options granted under the Plan may
be exercised or (ii) extend the date during when all or any particular option or
options granted under the Plan may be exercised; provided, however, that no such
extention shall be permitted if it would cause the Plan to fail to comply with
Section 422 of the Code or with Rule 16 b-3 (if applicable) of the Act.
8
Proxy
IntegraMed America, Inc.
Annual Meeting of Stockholders
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Gerardo Canet or Eugene R. Curcio as
proxy to represent the undersigned at the Annual Meeting of Stockholders to be
held at the Company's headquarters, One Manhattanville Road, Purchase, New York
10577 on June 9, 1998 at 10:00 a.m. and at any adjournments thereof, and to vote
the shares of Common Stock and/or Preferred Stock the undersigned would be
entitled to vote if personally present, as indicated on the reverse:
(To be Signed on Reverse Side)
[EXAMPLE] Please mark your votes as in this example
For all nominees WITHHOLDING AUTHORITY
listed at right(except to vote for all nominees listed
as marked to the contrary at right
below)
Nominees:
-------------
Gerardo Canet
1. ELECTION OF DIRECTORS M. Fazle Husain
Michael J. Levy, M.D.
(Instructions: To withhold authority to Sarason D. Liebler
vote for any individual nominee, print Aaron S. Lifchez, M.D.
that nominees name(s) on the line provided Patricia M. McShane, M.D.
below) Lawrence J. Stuesser
Elizabeth E. Tallett
______________________________________________
FOR AGAINST ABSTAIN
2. Approval and ratification of an amendment
to the Company's Amended and Restated
Certificate of Incorporation
3. Approval and ratification of amendments to
the Company's 1992 Incentive and Non-
Incentive Stock Option Plan
4. Approval and ratification of the appointment of
Price Waterhouse LLP as the independent
accountants of the Company
In their discretion, proxies are authorized to vote upon such business
as may properly come before the meeting.
The shares of Common Stock and/or Preferred Stock represented by this
proxy will be voted as directed. If no contrary instruction is given, the shares
of Common Stock and/or Preferred Stock will be voted FOR the election of the
nominees, FOR the approval and ratification of the proposed amendment to the
Amended and Restated Certificate of Incorporation, FOR the approval and
ratification of the proposed amendments to the Company's 1992 Incentive and
Non-Incentive Stock Option Plan, and FOR the ratification of the appointment of
Price Waterhouse LLP as the independent accountants of the Company.
Signature___________________ Date__________ Signature______________Date_________
Note: (Please date, sign as name appears above, and return promptly. If the
shares of Common Stock and/or Preferred Stock are registered in the
names of two or more persons, each should sign. When signing as
Corporate Officer, Partner, Executor, Administrator, Trustee or
Guardian, please give full title. Please note any changes in your
address alongside the address as it appears in the proxy.)