SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] 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))
APPLIED BIOMETRICS, INC.
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(Name of Registrant as Specified in Its Charter)
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(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 transactions 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:
APPLIED BIOMETRICS, INC.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 12, 1998
Notice is hereby given that the Annual Meeting of Shareholders of
Applied Biometrics, Inc. (the "Company") will be held on June 12, 1998 at The
Decathalon Club, 1700 East 79th Street, Bloomington, Minnesota 55425. The
meeting will convene at 3:30 p.m. for the following purposes:
1. To elect four directors to hold office until the next
Annual Meeting of Shareholders or until their successors
are elected and qualify.
2. To approve the adoption of the Applied Biometrics, Inc.
1998 Stock Option Plan.
3. To ratify and approve the appointment of independent
public accountants for the Company for the current
fiscal year.
4. To transact such other business as may properly come
before the meeting or any adjournment or adjournments
thereof.
The Board of Directors has fixed the close of business on April 13,
1998 as the record date for the determination of shareholders entitled to notice
of and to vote at the meeting.
For the Board of Directors,
/s/ Joseph A. Marino
Joseph A. Marino
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
Burnsville, Minnesota 55337
May 1, 1998
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE, AND RETURN YOUR
PROXY WHICH IS LOCATED ON THE OUTSIDE OF THIS ENVELOPE. A POSTAGE-PAID ENVELOPE
IS ENCLOSED FOR THIS PURPOSE. THE PROXY IS SOLICITED BY MANAGEMENT AND MAY BE
REVOKED OR WITHDRAWN BY YOU AT ANY TIME BEFORE IT IS EXERCISED.
APPLIED BIOMETRICS, INC.
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished to the shareholders of Applied
Biometrics, Inc. (the "Company") in connection with the solicitation of proxies
by the Board of Directors of the Company to be voted at the Annual Meeting of
Shareholders to be held on June 12, 1998 or any adjournment thereof.
The cost of this solicitation will be borne by the Company. In
addition to solicitation by mail, officers, directors and employees of the
Company may solicit proxies by telephone, telegraph or in person. The Company
may also request banks and brokers to solicit their customers who have a
beneficial interest in shares registered in the names of nominees and will
reimburse such banks and brokers for their reasonable out-of-pocket expenses.
The Company's principal offices are located at 501 East Highway 13, Suite 108,
Burnsville, Minnesota 55337, its telephone number is (612) 890-1123 and its
facsimile number is (612) 890-1104. The mailing of this Proxy Statement to
shareholders of the Company commenced on or about May 1, 1998.
Any proxy may be revoked by request in person at the Annual Meeting
or by written notice mailed or delivered to the Secretary of the Company at any
time before it is voted. If not revoked, proxies will be voted as specified by
the shareholders. The shares represented by proxies that are signed but which
lack any such specification will be voted in favor of the slate of directors
proposed by the Board of Directors and listed herein and in favor of the
proposals set forth in the Notice of Annual Meeting of Shareholders.
The Company has outstanding only one class of stock, $.01 par value
Common Stock (the "Common Stock"), of which 4,296,117 shares were issued and
outstanding on April 13, 1998. Each share is entitled to one vote on all matters
presented to shareholders. Cumulative voting in the election of directors is not
permitted. Only shareholders of record at the close of business on April 13,
1998 will be entitled to vote at the meeting. The presence, in person or by
proxy, of the holders of a majority of the shares of Common Stock entitled to
vote at the Annual Meeting of Shareholders constitutes a quorum for the
transaction of business.
Under Minnesota law, each item of business properly presented at a
meeting of shareholders generally must be approved by the affirmative vote of
the holders of a majority of the voting power of the shares present, in person
or by proxy, and entitled to vote on that item of business. However, if the
shares present and entitled to vote on that item of business would not
constitute a quorum for the transaction of business at the meeting, then the
item must be approved by a majority of the voting power of the minimum number of
shares that would constitute such a quorum. Votes cast by proxy or in person at
the Annual Meeting of Shareholders will be tabulated by the election inspectors
appointed for the meeting and will determine whether or not a quorum is present.
The election inspectors will treat abstentions as shares that are present and
entitled to vote for purposes of determining the presence of a quorum but as
unvoted for purposes of determining the approval of the matter submitted to the
shareholders for a vote. If a broker indicates on the proxy that it does not
have
discretionary authority as to certain shares to vote on a particular matter,
those shares will not be considered as present and entitled to vote with respect
to that matter.
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth as of April 28, 1998 the number and
percentage of outstanding shares of Common Stock of the Company beneficially
owned by each person who is known to the Company to beneficially own more than
five percent (5%) of the Common Stock of the Company, by each director and
nominee of the Company, by each executive officer named in the Summary
Compensation Table below, and by all directors and executive officers of the
Company as a group:
Name and Address of Number of Shares Percent
Beneficial Owner Beneficially Owned(1) of Class
- ------------------- --------------------- --------
David B. Johnson .............................. 402,100(2) 9.4%
c/o Miller, Johnson & Kuehn, Incorporated
Suite 800 - Eighth Floor
Minneapolis, MN 55416
Aaron Boxer Revocable Trust ................... 307,000(3) 7.2%
c/o Miller, Johnson & Kuehn, Incorporated
Suite 800 - Eighth Floor
Minneapolis, MN 55416
Joseph A. Marino(4)(5) ........................ 279,166 6.1%
501 East Hwy. 13
Burnsville, MN 55337
Demetre Nicoloff, M.D., Ph.D (4)(6) ........... 67,500 1.2%
Patrick Delaney(4) ............................ 35,000 *
Jeffrey W. Green .............................. 5,000 *
All directors, nominees and executive officers
as a group (6 persons)(3) ..................... 469,999 8.5%
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* Less than 1%
(1) Unless otherwise indicated, each person has sole voting and
dispositive power over such shares.
(2) Based on a Schedule 13G dated February 12, 1998 and filed with the
Securities and Exchange Commission. Of the 402,100 shares reported,
Mr. Johnson has sole voting and dispositive power with respect to
107,450 shares and shares voting and dispositive power with respect
to 294,650 shares.
(3) Based on a Schedule 13G dated February 12, 1998 and filed with the
Securities and Exchange Commission.
(4) Includes the following number of shares which could be purchased
under stock options exercisable within sixty (60) days of the date
hereof: Mr. Marino, 250,000 shares; Dr. Nicoloff, 46,667 shares; Mr.
Delaney, 35,000 shares; and by all directors, nominees and executive
officers as a group, 410,000 shares. Includes stock options to
purchase 5,000 shares held by Mr. Delaney and options to purchase
15,000 shares held by Dr. Nicoloff
which will vest if such individuals are re-elected to the Company's
Board of Directors at the Annual Meeting of Shareholders.
(5) Includes 29,166 shares held by Mr. Marino's minor children.
(6) Includes 5,000 shares held by Nicoloff Profit Sharing Plan and 7,500
shares held by Nicoloff Properties.
ELECTION OF DIRECTORS
(PROPOSAL #1)
The Board of Directors has nominated for election the four persons
named below and each has consented to being named a nominee. Mr. Marino, Mr.
Delaney and Dr. Nicoloff are currently directors of the Company. It is intended
that proxies will be voted for such nominees. Each of the nominees was elected
at last year's Annual Meeting of Shareholders. The Board of Directors believes
that each nominee named herein will be able to serve, but should any nominee be
unable to serve as a director, the persons named in the proxies have advised
that they will vote for the election of such substitute nominee as the Board of
Directors may propose.
The names of the nominees, their principal occupations for at least
the past five years and other information is set forth in the following table:
Principal Occupation Director
Name and Age and Other Directorships Since
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Joseph A. Marino Chairman of the Company since 1993 and Chief Executive Officer and 1992
(46) President of the Company since 1994; Chief Financial Officer of the
Company from 1993 to 1996; President and Chief Executive Officer of
Biomedical Dynamics Corporation (manufacturer of disposable medical
products) from 1980 to 1993.
Demetre Nicoloff, Senior Staff Cardiac Surgeon at Cardiac Surgical Associates and a founder 1997
M.D., Ph.D of that group; Director of Optical Sensors for Medicine, Inc. and Possis
(64) Medical Incorporated.
Patrick Delaney Secretary of the Company since 1993; Partner in Lindquist & Vennum 1994
(55) P.L.L.P., a Minneapolis law firm which is counsel to the Company;
practicing lawyer since 1967; Secretary of MTS Systems Corporation (a
manufacturer of systems for materials testing, measurement and simulation);
Director of CNS, Inc. (a medical device manufacturing company) and
Community First Bankshares, Inc. (a multi-bank holding company).
Jeffrey W. Green Co-founder and Chairman of the Board of Hutchinson Technology, Inc. (a
(57) manufacturer of disk drive components). Mr. Green has been Chairman
of the Board of Hutchinson Technology, Inc. since 1983 and served as its
Chief Executive Officer from January 1983 to May 1996. Mr. Green is also
a director of Medwave, Inc. (a manufacturer of blood pressure measuring
devises) and of Contimed, Inc. (a manufacturer of catheters).
MANAGEMENT RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED
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OTHER INFORMATION REGARDING THE BOARD
BOARD MEETINGS
The Board of Directors met three times during 1997 and took action
in writing in lieu of a meeting once. None of the incumbent directors attended
fewer than 75% of the aggregate of the total number of Board meetings and
Committee meetings on which he served during 1997.
BOARD COMMITTEES
The Audit Committee of the Board of Directors, which currently is
composed of Dr. Demetre Nicoloff and Patrick Delaney met once during 1997. Among
other duties, the Audit Committee reviews and evaluates significant matters
relating to the audit and internal controls of the Company, reviews the scope
and results of the audits by, and the recommendations of, the Company's
independent auditors and approves services provided by the auditors. The Audit
Committee also reviews the audited financial statements of the Company.
The Compensation Committee of the Board of Directors, which
currently consists of Dr. Nicoloff, took action in writing in lieu of a meeting
once during 1997. The Compensation Committee makes recommendations to the Board
of Directors regarding the employment practices and policies of the Company and
the compensation paid to Company officers and administers the Company's stock
plans.
The Company does not have a Nominating Committee.
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows, for the fiscal years ending December 31,
1997, 1996 and 1995, the cash compensation paid by the Company, as well as
certain other compensation paid or accrued for those years, to Joseph A. Marino,
the Company's Chief Executive Officer (the "Named Executive"). None of the
Company's other executive officers received more than $100,000 in cash
compensation during 1996.
SUMMARY COMPENSATION TABLE
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
Name and Principal Securities Underlying
Position Year Salary Options(#)
------------------ ---- ------ ----------
Joseph A. Marino, Chairman 1997 $170,000 -0-
Chief Executive 1996 170,000 -0-
and President 1995 170,000 -0-
STOCK OPTIONS
The Named Executive was not granted any stock options during 1997
and did not exercise any stock options during 1997. The following table sets
forth information with respect to the Named Executive concerning unexercised
options held as of December 31, 1997:
FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT 12/31/97 OPTIONS AT 12/31/97(1)
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NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
Joseph A. Marino 250,000 -0- $595,600 $-0-
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(1) Based on the closing market price of $6.75 per share for the Company's
Common Stock on December 31, 1997.
EMPLOYMENT AGREEMENT
Mr. Marino entered into an employment agreement with the Company as
of May 7, 1993 for a term of one year beginning January 1, 1994 and thereafter
continuing in effect from year to year unless terminated. Under the employment
agreement, as amended by Amendment No. 1 dated as of July 1, 1994, Mr. Marino is
entitled to an annual base salary of $170,000.
DIRECTOR COMPENSATION
Non-employee directors did not receive cash compensation from the
Company for their services as members of the Board of Directors during 1997. The
Company, in the past, has granted options to non-employee directors, with the
shares subject to the option to vest in installments over a several year period.
On September 30, 1994, Mr. Delaney was granted a six-year,
non-qualified option to purchase 40,000 shares of Common Stock at $6.56 per
share, the closing price on the date of grant. Mr. Delaney's options vested as
to 10,000 shares on the date of grant and 10,000 shares on the date of each
annual shareholders meeting held during the succeeding three years at which the
director is re-elected to the Board of Directors. On March 14, 1996, Mr. Delaney
was granted a six-year non-qualified option to purchase 20,000 shares of Common
Stock at $11.75 per share, the closing price on the day of grant. The option
vests as to 5,000 shares on the date of grant and 5,000 shares on the date of
each annual shareholders meeting held during 1997, 1998 and 1999 at which Mr.
Delaney is re-elected to the Board of Directors.
On March 19, 1997, upon Dr. Nicoloff's election to the Board, the
Company granted Dr. Nicoloff a six-year option to purchase 60,000 shares of
Common Stock at $9.875, the closing price on the date of grant. The option
vested as to 15,000 shares on the date of grant and will vest with respect to
15,000 additional shares on the date of each annual shareholders meeting during
the succeeding three years at which Dr. Nicoloff is re-elected to the Board of
Directors.
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PROPOSAL TO APPROVE THE COMPANY'S 1998 STOCK OPTION PLAN
(PROPOSAL #2)
Introduction
On March 11, 1998 the Company's Board of Directors adopted the
Applied Biometics, Inc. 1998 Stock Option Plan (the "1998 Plan"), subject to
ratification and approval of the 1998 Plan by the Company's shareholders. The
purpose of the 1998 Plan is to provide a continuing, long-term incentive to
selected eligible officers and key employees of the Company and of any
subsidiary corporation of the Company, to provide a means of rewarding
outstanding performance and to enable the Company to maintain a competitive
position to attract and retain key personnel necessary for continued growth and
profitability.
Summary of the Plan
Number of Shares. The maximum number of shares of common stock
reserved and available under the 1998 Plan for awards is 500,000 shares (subject
to adjustment in the event of possible future stock splits or similar changes in
the common stock). Shares of common stock covered by expired or terminated stock
options may be used for subsequent awards under the 1998 Plan.
Eligibility and Administration. Officers and regular full-time
executive, administrative, professional, production and technical employees of
the Company and its subsidiaries and non-employee directors are eligible to be
granted stock options under the 1998 Plan. Approximately 19 officers and other
key employees and two non-employee directors are currently eligible to
participate in the 1998 Plan. The 1998 Plan is administered by the Board of
Directors or by a Committee appointed by the Board, consisting of at least two
directors, all of whom are "Outside Directors" and "Non-Employee Directors" as
defined in the 1998 Plan. The Committee has the power to determine when and to
whom options will be granted, the term of each option, the number of shares
covered by it and other terms and conditions of each option, construe and
interpret the 1998 Plan, and establish and amend any rules and regulations it
deems necessary or desirable for the proper administration of the 1998 Plan.
Stock Options. The Committee may grant stock options that qualify as
"incentive stock options" under the Internal Revenue Code or as "non-qualified
stock options" in such form and upon such terms as the Committee may approve
from time to time. Stock options granted under the 1998 Plan may be exercised
during their respective terms as determined by the Committee. There is no
express limitation on the duration of the 1998 Plan, except for the requirement
of the Internal Revenue Code of 1986, as amended, that all incentive stock
options must be granted within ten years from the date the Plan is approved by
the shareholders.
Incentive Stock Options must be granted with an exercise price equal to
at least the fair market value of the Common Stock on the date of grant (or, in
the case of participants owning more than 10% of the total combined voting power
of all classes of stock of the Company, at least equal to 110% of the fair
market value on the date of grant); Non-Qualified Options may be granted with an
exercise price less than 100% of the fair market value of the Common Stock on
the date of grant.
For Incentive Stock Options granted after December 31, 1986, the
aggregate fair market value (determined as of the time the Incentive Stock
Option is granted) of shares of Common Stock with respect
to which Incentive Stock Options become exercisable for the first time by a
participant under the 1987 Plan during any calendar year may not exceed
$100,000. On April 27, 1998, the closing price of a share of Company Common
Stock as reported by the Nasdaq SmallCap Market was $6.75. Incentive Stock
Options have a maximum term fixed by the Compensation Committee, not to exceed
10 years from the date of grant (five years in the case of an Incentive Stock
Option granted to participants owning more than 10% of the total combined voting
power of all classes of stock of the Company). Non-Qualified Options have a
maximum term fixed by the Compensation Committee, not to exceed 10 years from
the date of grant. Stock options become exercisable during their terms in the
manner determined by the Compensation Committee. Stock options may not be
transferred other than by will or the laws of descent and distribution, and
during the lifetime of a participant they may be exercised only by the
participant.
Federal Income Tax Consequences. The following description of
federal income tax consequences is based on current statutes, regulations and
interpretations. The description does not include state or local income tax
consequences. In addition, the description is not intended to address specific
tax consequences applicable to an individual participant who receives an award.
Incentive Stock Options. There will not be any federal income tax
consequences to either the participant or the Company as a result of the grant
to a participant of an Incentive Stock Option under the 1998 Plan. The exercise
by a participant of an Incentive Stock Option also will not result in any
federal income tax consequences to the Company or the participant, except that
(i) an amount equal to the excess of the fair market value of the shares
acquired upon exercise of the Incentive Stock Option, determined at the time of
exercise, over the consideration paid for the shares by the participant will be
a tax preference item for purposes of the alternative minimum tax, and (ii) the
participant may be subject to an additional excise tax if any amounts are
treated as "excess parachute payments" within the meaning of the Code.
If a participant disposes of the shares acquired upon exercise of an
Incentive Stock Option, the federal income tax consequences will depend upon how
long the participant has held the shares. If the participant does not dispose of
the shares within two years after the Incentive Stock Option was granted, nor
within one year after the participant exercised the Incentive Stock Option and
the shares were transferred to the participant (the "Applicable Holding
Periods"), then the participant will recognize a long-term capital gain or loss.
If the Applicable Holding Periods are not satisfied, then any gain realized in
connection with the disposition of such stock will generally be taxable as
ordinary compensation income in the year in which the disposition occurred, to
the extent of the difference between the fair market value of such stock on the
date of exercise and the option exercise price. The Company is entitled to a tax
deduction to the extent, and at the time, the participant realizes compensation
income. The balance of any gain will be characterized as a capital gain. As part
of the Taxpayer Relief Act of 1997, Congress modified the maximum federal income
tax rate for most long-term capital gains recognized after May 6, 1997. Under
the new law, capital gains resulting from property held for more than 18 months
will be taxed at a reduced maximum rate of 20%. Capital gains resulting from
property held for less than 18 months but more than one year will continue to be
taxed at a maximum rate of 28%, and capital gains resulting from property held
for less than one year will continue to be taxed at ordinary income rates.
Non-qualified Options. An optionee will not realize taxable
compensation income upon the grant of a non-qualified stock option. As a general
matter, when an optionee exercises a non-qualified stock option, he or she will
realize taxable compensation income at that time equal to the difference between
the aggregate option price and the fair market value of the stock on the date of
exercise. The Company is entitled to a tax deduction to the extent, and at the
time, the participant realizes compensation income.
Limitations on Option Granted. The Company has also added a
provision in the 1998 Plan that provides that the Company may not, in any one
fiscal year, grant options to purchase more than 150,000 shares to any one
person under the 1998 Plan. The provision is designed to ensure that the 1998
Plan complies with Section 162(m) of the Internal Revenue Code, which limits the
deductibility of certain executive compensation over $1.0 million per year
unless certain conditions are met.
REGISTRATION WITH THE SEC
The Company intends to file a Registration Statement covering the
1998 Plan with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended.
VOTE REQUIRED
Shareholder approval of the 1998 Plan requires the affirmative vote
of the holders of a majority of the shares of common stock represented at the
meeting and entitled to vote.
APPROVAL OF AUDITORS
(PROPOSAL #3)
Price Waterhouse LLP, independent public accountants, have been the
auditors for the Company since 1987. They have been reappointed by the Board of
Directors as the Company's auditors for the current fiscal year and shareholder
approval of the appointment is requested. In the event the appointment of Price
Waterhouse LLP should not be approved by the shareholders, the Board of
Directors will make another appointment to be effective at the earliest feasible
time.
A representative of Price Waterhouse LLP is expected to be present
at the Annual Meeting of Shareholders, will have an opportunity to make a
statement if he or she desires to do so, and will be available to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
APPROVAL OF THE APPOINTMENT OF PRICE WATERHOUSE LLP.
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SHAREHOLDER PROPOSALS
The rules of the Securities and Exchange Commission permit
shareholders of a company, after timely notice to the Company, to present
proposals for shareholder action in the Company's proxy statement where such
proposals are consistent with applicable law, pertain to matters appropriate for
shareholder action and are not properly omitted by Company action in accordance
with the proxy rules. The Company's 1999 Annual Meeting of Shareholders is
expected to be held on or about June 16, 1999 and proxy materials in connection
with that meeting are expected to be mailed on or about May 1, 1999. Shareholder
proposals prepared in accordance with the proxy rules must be received by the
Company in writing no later than January 1, 1999.
GENERAL
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors to file initial reports of ownership
and reports of changes in ownership with the Securities and Exchange Commission
and the NASD. Executive officers and directors are required by SEC regulations
to furnish the Company with copies of all Section 16(a) forms they file. Based
solely on a review of the copies of such forms furnished to the Company and
written representations from the Company's executive officers and directors, the
Company notes that all such reports have been filed in a timely manner.
OTHER BUSINESS
The management of the Company knows of no matters other than the
foregoing to be brought before the meeting. However, the enclosed proxy gives
discretionary authority in the event that any additional matters should be
presented.
The Company's Annual Report to the shareholders for the fiscal year
ended December 31, 1997 is enclosed herewith.
By Order of the Board of Directors,
/s/ Joseph A. Marino
Joseph A. Marino
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
PROXY
APPLIED BIOMETRICS, INC.
ANNUAL MEETING OF SHAREHOLDERS - JUNE 12, 1998
The undersigned hereby appoints Joseph A. Marino and Patrick Delaney
(the "Proxies"), each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated below, all the shares of
Common Stock of Applied Biometrics, Inc., held of record by the undersigned on
April 13, 1998, at the ANNUAL MEETING OF SHAREHOLDERS to be held on June 12,
1998, or any adjournment thereof.
(1) ELECTION OF [ ] FOR all nominees [ ] WITHHOLD AUTHORITY
DIRECTORS: (except as marked below) to vote for nominees
listed
JOSEPH A. MARINO, DEMETRE NICOLOFF, M.D., PH.D, PATRICK DELANEY,
JEFFREY W. GREEN
(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)
- --------------------------------------------------------------------------------
(2) To approve the adoption of the Applied Biometrics, Inc. 1998 Stock Option
Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) The proposal to ratify and approve the appointment of Price Waterhouse
LLP.
[ ] FOR [ ] AGAINST
(continued, and to be completed and signed on the reverse side)
(continued from the other side)
THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH PROPOSAL.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE
VOTED IN FAVOR OF THE PROPOSALS.
Dated: ___________________________, 1998
Signed: ________________________________
Signature of Shareholder
Signed: ________________________________
Signature of Shareholder
Please vote, date and sign this proxy as
your name is printed hereon. When
signing as attorney, executory
administrator, trustee, guardian, etc.
give full title as such. If the stock is
held jointly, each owner should sign. If
a corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.