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 SYNBIOTICS CORPORATION - - - - - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) SYNBIOTICS CORPORATION - - - - - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [_] 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: ------------------------------------------------------------------------- (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: ------------------------------------------------------------------------- Notes: SYNBIOTICS CORPORATION NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 27, 1996 The Annual Meeting of Shareholders of Synbiotics Corporation will be held at the Radisson Suite Hotel (Rancho Bernardo), 11520 West Bernardo Court, San Diego, California 92127, on June 27, 1996, at 10:30 a.m. for the following purposes: 1. To elect six directors; 2. To consider a proposal to amend Article FOURTH of the Restated Articles of Incorporation; and to transact such other business as may properly come before the meeting and any postponement or adjournment thereof. The Board of Directors has fixed April 30, 1996, as the record date for determining the shareholders entitled to notice of and to vote at the Annual Meeting and any postponement or adjournment thereof. WE WOULD BE GRATEFUL IF YOU WOULD PROMPTLY SIGN AND RETURN THE ENCLOSED PROXY CARD. Michael K. Green Secretary May 20, 1996 PROXY STATEMENT This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Synbiotics Corporation, a California corporation (the "Company"), 11011 Via Frontera, San Diego, California 92127, of proxies in the accompanying form to be used at the Annual Meeting of Shareholders to be held at the Radisson Suite Hotel (Rancho Bernardo), 11520 West Bernardo Court, San Diego, California 92127, at 10:30 a.m. on June 27, 1996, and any postponement or adjournment thereof. A proxy may be revoked at any time before it is exercised. Any shareholder giving a proxy may revoke it prior to its use at the Annual Meeting (1) by delivering a written notice expressly revoking the proxy to the Company's Secretary at the Company's offices, (2) by signing and delivering to the Company at its offices, or to the place of the Annual Meeting, a later dated proxy or (3) by attending the Annual Meeting and casting his or her votes personally. A proxy is not revoked by the death or incapacity of the maker unless, before the vote is counted, written notice of such death or incapacity is received by the Company. On the matters coming before the Annual Meeting as to which a choice has been specified by the shareholder on the proxy, the shares will be voted accordingly. If no choice is so specified, the shares will be voted FOR the election of the six nominees for director listed in this Proxy Statement, FOR the approval of proposal 2 described in the Notice of Meeting and this Proxy Statement, and in the discretion of the proxyholders as to any other business which may properly come before the Annual Meeting. April 30, 1996, has been fixed as the record date for determining the shareholders entitled to notice of and to vote at the Annual Meeting. As of the close of business on such date, the Company had 5,974,880 shares of Common Stock outstanding and entitled to vote. Outstanding shares of Common Stock are entitled to one vote each on all matters. Under California law, shareholders are permitted to cumulate votes for the election of directors whose names have been placed in nomination. Therefore, in voting for directors, each outstanding share of Common Stock would be entitled to six votes which may be cast for one candidate or distributed in any manner among the nominees for director. However, the right to cumulate votes in favor of one or more candidates may not be exercised until the candidate or candidates have been nominated and any shareholder has given notice at the Annual Meeting of the intention to cumulate votes. The proxyholders (if authority to vote for one or more nominees is not withheld) will have full discretion and authority to vote cumulatively and to allocate votes among any or all of the Board of Directors nominees as they may determine or, if authority to vote for a specified candidate or candidates has been withheld, among those candidates for whom authority to vote has not been withheld. The expense of printing and mailing proxy material will be borne by the Company. The approximate date these proxy solicitation materials will be first sent to shareholders is May 20, 1996. ELECTION OF DIRECTORS (ITEM 1 ON THE PROXY CARD) Six directors are to be elected at the Annual Meeting to serve until the next Annual Meeting and until their respective successors are elected or appointed. Unless authority to vote for one or more nominees is withheld, it is intended that the proxyholders will vote for the election of the nominees named below. In the event any of them shall become unable or unwilling to accept nomination or election, the shares represented by the enclosed proxy will be voted for the election of such other person as the Board of Directors may recommend in his place. Each of the nominees named is currently a member of the Board of Directors of the Company. -1- The following information is furnished regarding the nominees of the Company. NAME; POSITIONS; BUSINESS EXPERIENCE DURING THE DIRECTOR PAST FIVE YEARS; DIRECTORSHIPS IN REPORTING COMPANIES SINCE AGE - - - - - ------------------------------------------------------------- ---------- ---------- Patrick Owen Burns........................................... 1988 58 Vice President of R&D Funding Corp, an affiliate of Prudential Securities Inc., and Senior Vice President of Prudential Securities Inc. since 1986; Director of Ecogen, Inc., Creative BioMolecules, Inc. and Texas Biotechnology Corporation. James C. DeCesare............................................ 1993 65 President and Chief Operating Officer of Boehringer Ingelheim Animal Health from 1986 to 1992 when he retired; currently a consultant to the animal health and pharmaceutical industries. M. Blake Ingle, Ph.D. ....................................... 1994 54 President and Chief Executive Officer of Canji, Inc. March 1993 to February 1996; Acting President of Telios Pharmaceuticals, Inc. December 1994 to June 1995; President and Chief Executive Officer of IMCERA Group, Inc. (now known as Mallinckrodt Group Inc.) from 1991 to 1993; President and Chief Operating Officer of IMCERA Group, Inc. (now known as Mallinckrodt Group Inc.) from 1990 to 1991; Director of Corvas International, Inc. Robert J. Kunze.............................................. 1995 60 General Partner, H&Q Life Science Ventures, a San Francisco based investment banking and venture capital firm, since 1987; Director of Intelligent Surgical Lasers, Inc. and Abaxis, Inc. Donald E. Phillips........................................... 1987 63 Chairman of the Board of Directors of the Company since August 1994; Vice Chairman of the Board of Directors of the Company from 1993 to August 1994; a consultant to IMCERA Group, Inc. (now known as Mallinckrodt Group Inc.) from 1988 to 1990, when he retired; Director of Potash Corporation of Saskatchewan (Canada). Robert L. Widerkehr.......................................... 1992 58 President and Chief Executive Officer of the Company since August 1992; Senior Vice President and Chief Operating Officer of the Company from 1991 to 1992; Vice President for the U.S. and Canada of SmithKline Beecham Animal Health from 1989 to 1991. The Board of Directors of the Company held a total of ten meetings during the fiscal year ended December 31, 1995. Except for Mr. Kunze, each director attended more than seventy-five percent (75%) of the meetings of the Board of Directors (and the Board committees of which he was a member) held during the time he was a member of the Board. -2- The Company currently has Compensation and Audit Committees of the Board of Directors. The Company does not have a Nominating Committee of the Board of Directors. The current membership of each committee is as follows: COMPENSATION COMMITTEE AUDIT COMMITTEE James C. DeCesare Patrick Owen Burns, Chairman M. Blake Ingle, Ph.D., Chairman Robert J. Kunze Donald E. Phillips Donald E. Phillips The function of the Compensation Committee is to review the Company's compensation policies. The Audit Committee oversees the Company's accounting and financial reporting policies, reviews with the independent accountants the accounting principles and practices followed, reviews the annual audit and financial results and makes recommendations to the Board regarding any of the preceding. The Audit Committee met three times and the Compensation Committee met once during the fiscal year ended December 31, 1995. Dr. Ingle became an executive officer of Telios Pharmaceuticals, Inc. in December 1994, shortly after that company's primary product failed a clinical trial. In January 1995, Telios filed a voluntary bankruptcy petition. The Company believes these facts do not impugn Dr. Ingle's ability or integrity in any way. For their services as directors, each of the outside directors of the Company received fees of $1,000, plus $500 for travel, for each Board of Directors meeting attended, except for Mr. Burns. Fees payable to Mr. Burns are paid instead to R&D Funding Corp. Outside directors do not receive any fees for committee meetings attended as committee members. Employee directors do not receive any fees for attendance at meetings of the Board of Directors or committee meetings. In addition, Mr. Phillips was paid fees of $24,996 during the fiscal year ended December 31, 1995 pursuant to a consulting agreement with the Company. On July 12, 1995, pursuant to the Automatic Grant Program under the 1995 Stock Option/Stock Issuance Plan (the "1995 Plan"), Mr. Burns, Mr. DeCesare, Dr. Ingle and Mr. Phillips were each granted an option to purchase 7,000 shares of Common Stock at $2.75 per share. The options, which expire on July 12, 2005, vest ratably over a one-year period following the grant date. On November 2, 1995, pursuant to the Automatic Grant Program under the 1995 Plan, Mr. Kunze was granted an option to purchase 7,000 shares of Common Stock at $3.25 per share. The option, which expires on November 2, 2005, vests ratably over a one-year period following the grant date. EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES NAME, AGE, AND BUSINESS EXPERIENCE POSITION DURING THE PAST FIVE YEARS - - - - - ------------------------------------------- ------------------------------------------- EXECUTIVE OFFICERS President and Chief Executive Officer - Robert L. Widerkehr (58) since August 1992 Formerly, Senior Vice President and Chief Operating Officer of the Company 1991 - 1992; Vice President for the U.S. and Can- ada of SmithKline Beecham Animal Health 1989 - 1991 Vice President - Finance, Chief Financial Michael K. Green (40) Officer and Secretary - since May 1991 -3- SIGNIFICANT EMPLOYEES Corporate Controller and Chief Accounting Keith A. Butler (34) Officer - since March 1991 Director of Research and Development - John A. Cutting (57) since August 1995 Formerly, Senior Manager of Research and Development for the Company November 1993 - August 1995; Director of Research of AVID Therapeutics, Inc., 1992 - November 1993; Senior Scientist, Virology of Solvay Ani- mal Health, 1985 - 1992 Director of Operations - Clifford Frank (46) since September 1992 Formerly, Manager of Manufacturing for the Company 1991 - 1992; President of Akorn Pharmaceuticals and President of Walnut Pharmaceuticals, a division of Akorn Pharmaceuticals, 1990 - 1991 Manager - Business Development and Gregory A. Soulds (49) International Marketing - since 1992 (with Formerly, Vice President - Marketing and the Company since 1983) Sales for the Company 1989 - 1992 -4- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth the beneficial ownership of the Company's Common Stock as of March 20, 1996, of each of the Company's directors, director nominees, 5% shareholders and the Named Executive Officers, and of the directors and executive officers of the Company as a group. Except as noted, each person has sole investment and voting power over the shares shown. Percentages are calculated in accordance with the method set forth in the Securities and Exchange Commission's rules. AMOUNT AND NATURE OF BENEFICIAL PERCENT NAME AND ADDRESS OF BENEFICIAL OWNER OWNER OF CLASS - - - - - ------------------------------------------------------------ ---------- -------- Patrick Owen Burns(/1/)(/3/)................................ 504,053 8.1% c/o R&D Funding Corp 1 Seaport Plaza 16th Floor New York, NY 10292 James C. DeCesare(/3/)...................................... 24,250 * 5260 S. Landings Drive, #200 Ft. Myers, FL 33919 Michael K. Green(/3/)....................................... 30,000 * c/o Synbiotics Corporation 11011 Via Frontera San Diego, CA 92127 M. Blake Ingle, Ph.D.(/3/).................................. 10,250 * Plaza Del Mar 300-6 12526 High Bluff Drive San Diego, CA 92130 Robert J. Kunze(/2/)(/3/)................................... 492,541 7.9% c/o H&Q Life Science Ventures One Bush Street San Francisco, CA 94104 Donald E. Phillips(/3/)..................................... 38,750 * 372 Fannin Landing Circle Brandon, MS 39042 Robert L. Widerkehr(/3/).................................... 236,500 3.8% c/o Synbiotics Corporation 11011 Via Frontera San Diego, CA 92127 Daniel F. Cain.............................................. 350,000 5.6% 1719 Centennial Road Fort Collins, CO 80525 -5- AMOUNT AND NATURE OF BENEFICIAL PERCENT NAME AND ADDRESS OF BENEFICIAL OWNER OWNER OF CLASS - - - - - ---------------------------------------------------------- ---------- -------- Gruber & McBaine Capital Management(/4/).................. 586,300 9.5% c/o John P. Broadhurst, Esq. Shartsis, Friese & Ginsburg One Maritime Plaza 18th Floor San Francisco, CA 94111 H&Q Life Science Ventures................................. 489,041 7.9% One Bush Street San Francisco, CA 94104 Mallinckrodt Group Inc. .................................. 458,806 7.4% 7733 Forsyth Boulevard St. Louis, MO 63105 Edward T. Maggio, Ph.D.(/5/).............................. 461,999 7.5% c/o ImmunoPharmaceutics, Inc. 11011 Via Frontera San Diego, CA 92127 PruTech Research and Development Partnership II........... 460,303 7.4% 3945 Freedom Circle Suite 800 Santa Clara, CA 95054 All executive officers and directors as a group(/1/)(/2/)(/3/) (7 persons)......................... 1,336,344 21.6% - - - - - -------- * Less than one percent. (1) Includes 460,303 shares of Common Stock held by PruTech Research and Development Partnership II, which is a public research and development partnership sponsored by R&D Funding Corp. Mr. Burns is a Vice President of R&D Funding Corp, and disclaims any beneficial ownership of these shares. (2) Includes 489,041 shares of Common Stock held by H&Q Life Science Ventures, a California limited partnership. Mr. Kunze is a general partner of H&Q Life Science Ventures. (3) Includes options to purchase shares of Common Stock, which are exercisable on or before June 30, 1996, as follows: Mr. Burns - 43,750 shares; Mr. DeCesare - 19,250 shares; Mr. Green - 30,000 shares; Dr. Ingle - 10,250 shares; Mr. Kunze - 3,500; Mr. Phillips - 38,750 shares; Mr. Widerkehr - 234,500 shares. (4) Owned by a group of six persons who granted their respective powers of attorney to Gruber & McBaine Capital Management ("GMCM"), a California corporation, to handle any and all necessary filings in connection with these securities. The direct ownership of these shares is as follows: GMCM - 29,500 shares; Jon D. Gruber ("Gruber") - 68,000 shares; J. Patterson McBaine ("McBaine") - 55,400 shares; Lagunitas Partners ("Lagunitas") - 235,800; GMJ Investments, LP ("GMJ") - 6,500 shares; Proactive Partners, a California Limited Partnership ("Proactive") - 191,100 shares. Gruber and McBaine are the sole directors and sole executive officers of GMCM. GMCM, Gruber and McBaine are the general partners of Lagunitas and GMJ. Gruber and McBaine are general partners in the entity which is the general partner of Proactive. Gruber and McBaine disclaim beneficial ownership of the shares held by GMCM, Lagunitas, -6- GMJ and Proactive except to the extent of their respective pecuniary interests. GMCM disclaims beneficial ownership of the shares held by Gruber, McBaine, Lagunitas and GMJ except to the extent of its pecuniary interest. (5) Includes options to purchase 6,999 shares of Common Stock, which are exercisable on or beforeJune 30, 1996, held by Dr. Maggio. EXECUTIVE COMPENSATION AND OTHER INFORMATION The following table provides certain summary information concerning the compensation earned by the Company's President and Chief Executive Officer and the only other executive officer whose total 1995 salary and bonus exceeded $100,000 (the "Named Executive Officers") for services rendered in all capacities to the Company for the fiscal year ended December 31, 1995, the nine month fiscal year ended December 31, 1994 and the fiscal year ended March 31, 1994: SUMMARY COMPENSATION TABLE Annual Compensation -------------------------------------------------- Long-Term Compensation ------------ Awards ------------ Other Securities Name and Annual Underlying All Other Principal Fiscal Compen- Options/ Compensa- Position Year Salary ($)(/1/) Bonus ($) sation ($) SARS (#) tion ($)(/2/) - - - - - ------------------- --------- --------------- --------- ---------- ------------ ------------- Robert L.Widerkehr 1995 $179,375 - $2,188(/3/) 30,000 $3,587 President and Chief 1994(/4/) $131,250 - $8,750(/3/) 22,000 $2,625 Executive Officer 1994 $135,000 $19,280 $8,850(/3/) 78,000 $2,700 Michael K. Green 1995 $101,853 - - 25,000 $2,213 Vice President 1994(/4/) $ 73,805 - - 15,000 $1,476 1994 $ 93,721 $10,677 - - $1,874 - - - - - -------- (1) Includes amounts deferred under the 401(k) Compensation Deferral Savings Plan pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended. (2) Consists of matching contributions made by the Company to Mr. Widerkehr's 401(k) account andMr. Green's 401(k) account. (3) Forgiveness of a loan made to Mr. Widerkehr to defray relocation expenses. The loan was fully forgiven as of December 31, 1995. (4) Information is for the nine month fiscal year ended December 31, 1994. The following table contains information concerning the grant of stock options to the Named Executive Officers: OPTION/SAR GRANTS IN LAST FISCAL YEAR Individual Grants - - - - - --------------------------------------------------------------------------------------- Number of % of Total Securities Options/SARs Underlying Granted to Options/SARs Employees in Exercise Name Granted (#)(/1/) Fiscal Year Price ($/Sh) Expiration Date - - - - - ------------------- ---------------- --------------- --------------- --------------- Robert L. Widerkehr 30,000 18.02% $2.63 04/27/05 Michael K. Green 25,000 15.02% $2.63 04/27/05 -7- - - - - - -------- (1) The options become exercisable ratably over a two-year period following the date of grant. The grant date for the options listed in the above table is April 27, 1995. The option has a maximum term of 10 years, subject to earlier termination in the event of optionee's cessation of service with the Company. The following table provides information, with respect to the Named Executive Officers, concerning the exercise of options during the last fiscal year and unexercised options held as of the end of the fiscal year. No shares were acquired on exercise of options by the Named Executive Officers during the fiscal year ended December 31, 1995. AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES Number of Securities Underlying Value of Unexercised In-the-Money Unexercised Options/SARs Options/SARs at December 31, 1995 (#) at December 31, 1995(/1/) -------------------------------- ----------------------------------- Name Exercisable Unexercisable Exercisable Unexercisable - - - - - ------------------- -------------- ---------------- ---------------- ---------------- Robert L. Widerkehr 214,500 65,500 $ - $ - Michael K. Green 25,937 24,063 $ - $ - - - - - - -------- (1) Value is defined as market price of the Company's Common Stock at fiscal year end less exercise price. The closing sale price of the Company's Common Stock at December 31, 1995 was $2.38. THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF ALL SIX NOMINEES, SET FORTH IN ITEM 1 ON THE PROXY CARD. The six persons receiving the highest number of votes will be elected as directors. Abstentions and broker non-votes will have no influence in the election of directors. AMENDMENT OF RESTATED ARTICLES OF INCORPORATION (ITEM 2 ON THE PROXY CARD) Article FOURTH of the Company's Restated Articles of Incorporation currently authorizes 24,800,000 shares of Common Stock and 200,000 shares of Series B Common Stock. No Series B Common Stock is outstanding; all 2,000 outstanding shares were automatically converted into an equal number of shares of Common Stock, pursuant to the Articles of Incorporation, on March 31, 1994 when in the 12 months ended on that day the Company achieved revenues of over $10,000,000. The Company believes it would be infeasible to issue any more shares of Series B Common Stock because they would immediately and automatically be converted into Common Stock. In any event, the Company has no intention or desire to issue any more shares of Series B Common Stock. The Company wishes to eliminate the Series B Common Stock authorization from the Restated Articles of Incorporation in order to simplify the Restated Articles of Incorporation and the Company's (authorized) capital structure. The California Secretary of State has advised the Company that such elimination requires shareholder approval. The Company proposes to amend Article FOURTH to read in full as follows: FOURTH: The total number of shares which the corporation is authorized to issue is 24,800,000 shares of Common Stock. THE BOARD OF DIRECTORS RECOMMENDS APPROVAL OF THE AMENDMENT OF ARTICLE FOURTH OF THE RESTATED ARTICLES OF INCORPORATION (ITEM 2 ON THE PROXY CARD). Approval will require the affirmative vote of a majority of the Company's outstanding shares. Abstentions and broker non-votes will have the same effect as votes against approval of the amendment. -8- COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Section 16(a) of the Securities Exchange Act of 1934 requires the Company's officers and directors, and persons who own more than 10% of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership of the Company's equity securities with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such forms furnished to the Company, or written representations that no Forms 5 were required, the Company believes that during the fiscal year ended December 31, 1995, all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% beneficial owners were complied with, with the following exception: On November 2, 1995 Mr. Kunze became a director of the Company, at which time a Form 3 should have been filed. However, due to an oversight by the Company the Form 3 was not filed until March 22, 1996. SHAREHOLDER PROPOSALS To be included in the Company's proxy materials for the Annual Meeting of Shareholders to be held in 1997, a shareholder proposal must be received at the offices of the Company, 11011 Via Frontera, San Diego, CA 92127, not later than March 15, 1997. OTHER MATTERS Price Waterhouse LLP has served as the independent accountants of the Company for a number of years. Although management anticipates that this relationship will continue to be maintained during fiscal 1996, it is not proposed that any formal action be taken at the Annual Meeting with respect to the continued employment of Price Waterhouse LLP, inasmuch as no such action is legally required. Representatives of Price Waterhouse LLP are expected to be present at the Company's Annual Meeting with the opportunity to make a statement if they desire to do so and they are expected to be available to respond to appropriate questions. The Board of Directors, at this time, knows of no other business which will be presented to the meeting. If any other business is properly brought before the meeting, it is intended that the proxies in the enclosed form will be voted in respect thereof in accordance with the judgment of the persons voting the proxies. The Company's Annual Report, including the Company's audited financial statements for the fiscal year ended December 31, 1995, is being mailed herewith to all Shareholders of record. THE COMPANY WILL PROVIDE WITHOUT CHARGE TO ANY BENEFICIAL OWNER OF COMMON STOCK ON APRIL 30, 1996, UPON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH REQUESTS SHOULD BE DIRECTED TO MICHAEL K. GREEN, VICE PRESIDENT - FINANCE OF THE COMPANY, AT 11011 VIA FRONTERA, SAN DIEGO, CA 92127. Whether you intend to be present at this meeting or not, you are urged to return your proxy promptly. By order of the Board of Directors Michael K. Green Secretary -9- COMMON STOCK PROXY COMMON STOCK PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS SYNBIOTICS CORPORATION 11011 VIA FRONTERA, SAN DIEGO, CALIFORNIA 92127 The undersigned hereby appoints Robert L. Widerkehr and Michael K. Green, jointly and severally, as proxyholders, each with full power to appoint his substitute, and hereby authorizes them to vote as designated below, all the shares of Common Stock of Synbiotics Corporation held of record by the under- signed on April 30, 1996, at the Annual Meeting of Shareholders to be held on June 27, 1996, or any postponement or adjournment thereof, and to vote in their discretion on such other business as may come before the Annual Meeting. (CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE) Please mark your votes as [X] indicated in this example THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2. WITHHELD FOR FOR ALL ITEM 1-ELECTION OF DIRECTORS [___] [___] Nominees: Patrick Owen Burns James C. DeCesare M. Blake Ingle Robert J. Kunze Donald E. Phillips Robert L. Widerkehr WITHHELD FOR: (Write that nominee's name in the space provided below). - - - - - ------------------------------------------------------------------------------- FOR AGAINST ABSTAIN ITEM 2-APPROVAL OF THE AMENDMENT OF [___] [___] [___] ARTICLE FOURTH OF THE RESTATED ARTICLES OF INCORPORATION THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER AND WILL BE VOTED BY THE PROXYHOLDERS AT THEIR DISCRETION AS TO ANY OTHER MATTERS PROPERLY TRANSACTED AT THE ANNUAL MEETING. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2. PLEASE CHECK HERE IF YOU PLAN TO ATTEND THE ANNUAL MEETING. [_] Signature(s) ____________________________ Date ______________________________ NOTE: PLEASE SIGN EXACTLY YOUR NAME APPEARS ON THIS PROXY. IF SIGNING FOR TRUSTS, ESTATES OR CORPORATIONS, TITLE OR CAPACITY SHOULD BE STATED. IF SHARES ARE HELD JOINTLY, EACH HOLDER SHOULD SIGN.