[PROXY STATEMENT]
HEMAGEN DIAGNOSTICS, INC.
34-40 Bear Hill Road
Waltham, Massachusetts 02154
DEAR STOCKHOLDER:
You are cordially invited to attend the Annual Meeting of Stockholders of
Hemagen Diagnostics, Inc. (the "Corporation") to be held on Tuesday, March 3,
1998 at 10:00 a.m. at the Wyndham Garden Hotel, 420 Totten Pond Road, Waltham,
Massachusetts 02154.
At the Annual Meeting, you will be asked to elect two Directors of the
Corporation and to ratify the selection of the Corporation's independent
accountants.
Details of the matters to be considered at the Annual Meeting are
contained in the Proxy Statement that we urge you to consider carefully.
Whether or not you plan to attend the Annual Meeting, please complete,
date, sign and return your Proxy promptly in the enclosed envelope, which
requires no postage if mailed in the United States. If you attend the Annual
Meeting, you may vote in person if you wish, even if you have previously
returned your Proxy.
Sincerely,
CARL FRANZBLAU
Chairman of the Board of Directors
Waltham, Massachusetts
January 15, 1998
HEMAGEN DIAGNOSTICS, INC.
34-40 Bear Hill Road
Waltham, Massachusetts 02154
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Hemagen
Diagnostics, Inc. (the "Corporation"), a Delaware corporation, will be held on
Tuesday, March 3, 1998 at 10:00 a.m. at the Wyndham Garden Hotel, 420 Totten
Pond Road, Waltham, Massachusetts 02154 for the following purposes:
1. To elect two members of the Board of Directors for three-year terms
expiring at the 2001 Annual Meeting of Stockholders, or until their
successors are elected and qualified;
2. To ratify the selection of BDO Seidman, LLP as independent accountants
for the Corporation for the fiscal year ending September 30, 1998;
3. To consider and act upon any matters incidental to the foregoing and any
other matters that may properly come before the meeting or any
adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on January 12,
1998, as the record date for the determination of stockholders entitled to
notice of and to vote at the meeting and any adjournment or adjournments
thereof.
We hope that all stockholders will be able to attend the meeting in
person. In order to assure that a quorum is present at the March 3rd meeting,
please date, sign and promptly return the enclosed Proxy whether or not you
expect to attend the meeting. A postage-prepaid envelope, addressed to the
Corporation's Transfer Agent, has been enclosed for your convenience. If you
attend the meeting, your Proxy will, at your request, be returned to you and
you may vote your shares in person.
By Order of the Board of Directors
Carl Franzblau
Secretary
Waltham, Massachusetts
January 15, 1998
HEMAGEN DIAGNOSTICS, INC.
34-40 Bear Hill Road
Waltham, Massachusetts 02154
January 15, 1998
-------------------
PROXY STATEMENT
-------------------
The enclosed Proxy is solicited by the Board of Directors of HEMAGEN
DIAGNOSTICS, INC. (the "Corporation") for use at the Annual Meeting of
Stockholders to be held at the Wyndham Garden Hotel, 420 Totten Pond Road,
Waltham, Massachusetts 02154, at 10:00 a.m. on Tuesday, March 3, 1998, and at
any adjournment or adjournments thereof.
Stockholders of record at the close of business on January 12, 1998, will
be entitled to vote at the meeting or any adjournment thereof. On that date,
7,851,890 shares of Common Stock, $.01 par value per share, ("Common Stock") of
the Corporation were issued and outstanding. There are no other outstanding
voting securities of the Corporation.
Each share of Common Stock entitles the holder to one vote with respect
to all matters submitted to stockholders at the meeting. A quorum for the
meeting is a majority of the shares outstanding. The election of Directors will
be determined by a plurality of the votes cast. The other proposals to be voted
upon by the stockholders of the Corporation require the votes of a majority of
the Common Stock present at the meeting for passage. Abstentions and broker
non-votes are counted for purposes of determining the presence or absence of a
quorum at the meeting. Abstentions are counted in tabulation of the votes cast
on proposals presented to stockholders, whereas broker non-votes are not
counted for purposes of determining whether a proposal has been approved.
The Directors and officers of the Corporation as a group own or may be
deemed to control approximately 20.2% of the outstanding shares of Common Stock
of the Corporation. Each of the Directors and officers has indicated his intent
to vote all shares of Common Stock owned or controlled by him in favor of each
item set forth herein.
Execution of a Proxy will not in any way affect a stockholder's right to
attend the Annual Meeting and vote in person. The Proxy may be revoked at any
time before it is exercised by written notice to the Corporation's Secretary
prior to the Annual Meeting, or by giving to the Corporation's Secretary a duly
executed Proxy bearing a later date than the Proxy being revoked at any time
before such Proxy is voted, or by appearing at the Annual Meeting and voting in
person. The shares of Common Stock represented by all properly executed Proxies
received in time for the Annual Meeting will be voted as specified therein. In
the absence of a special notice, shares of Common Stock will be voted in favor
of the election of Directors of those persons named in the Proxy Statement and
in favor of all other items set forth herein.
The Board of Directors knows of no other matter to be presented at the
Annual Meeting. If any other matter should be presented at the Annual Meeting
upon which a vote may be taken, such shares of Common Stock represented by all
Proxies received by the Board of Directors will be voted with respect thereto
in accordance with the judgment of the persons named as attorneys in the
Proxies. The Board of Directors knows of no matter to be acted upon at the
Annual Meeting that would give rise to appraisal rights for dissenting
security-holders.
An annual report containing financial statements for the Corporation's
fiscal year ended September 30, 1997 is being mailed herewith to all
stockholders entitled to vote. This Proxy Statement and the accompanying Proxy
were first mailed to stockholders on or about January 15, 1998.
ITEM NO. 1
ELECTION OF DIRECTORS
The Corporation's Board of Directors is divided into three classes.
Directors constituting approximately one-third of the Board of Directors are
elected annually for a period of three years at the Corporation's Annual
Meeting of Stockholders to serve until their successors are duly elected by the
stockholders. The terms of Dr. Franzblau and Dr. de Oliveira expire in 1998;
and the terms of Dr. Sandson and Mr. Smith expire in 1999 and the terms of Dr.
Cohen and Mr. Gilbert expire in 2000 A classified Board of Directors could
discourage, delay or prevent a takeover or change of control of the
Corporation. Vacancies and newly created directorships resulting from any
increase in the number of authorized Directors may be filled by a majority vote
of Directors then in office. Officers are elected by and serve at the pleasure
of the Board of Directors. Proxies cannot be voted for a greater number of
persons than the number of nominees named.
Shares represented by all Proxies received by the Board of Directors and
not so marked as to withhold authority to vote for Dr. Franzblau and Dr. de
Oliveira will be voted (unless either Dr. Franzblau or Dr. de Oliveira is
unable or unwilling to serve) for the election of Dr. Franzblau and Dr. de
Oliveira. The Board of Directors knows of no reason why Dr. Franzblau and Dr.
de Oliveira should be unwilling to serve, but if such should be the case,
Proxies will be voted for the election of some other person or for fixing the
number of Directors at a lesser number.
The following table sets forth the ages of and positions and offices
presently held by each Director and nominee with the Corporation.
Name Age Position
- ------------------------------ --- ------------------------------------
Carl Franzblau, Ph.D. 63 Chairman of the Board of Directors,
President, CEO and Secretary
Ricardo M. de Oliveira, M.D. 46 Vice President of Research and
Development, and Director
Alan S. Cohen, M.D. 71 Director
Lawrence Gilbert 65 Director
John I. Sandson, M.D. 70 Director
Charles W. Smith 66 Director
Each of the Corporation's Directors has served in such capacity since the
Corporation's inception.
The Corporation established an Executive Committee, an Audit Committee
and a Compensation Committee of the Board of Directors on March 16, 1993.
Members of the Executive Committee are Dr. Franzblau, Dr. Sandson and Dr. de
Oliveira. The Executive Committee is authorized to take any action that the
Board of Directors is authorized to act upon with the exception of the issuance
of stock, the sale of all or substantially all of the Corporation's assets and
any other significant corporate transactions.
Members of the Audit Committee are Mr. Smith and Mr. Gilbert. The Audit
Committee is concerned primarily with recommending the selection of the
Corporation's independent accountants and reviewing the effectiveness of the
Corporation's accounting policies and practices, financial reporting and
internal controls. The Audit Committee reviews the scope of audit coverage, the
fees charged by the accountants, and internal control systems.
The Compensation Committee consists of Dr. Franzblau and two independent
outside Directors, Dr. Sandson and Dr. Cohen. The Compensation Committee was
established to set and administer the policies that govern annual compensation
for the Corporation's executives.
The Corporation does not have a standing nominating committee or a
committee performing similar functions.
During the year ended September 30, 1997, members of the Executive
Committee, Audit Committee and Compensation Committee did not meet as separate
committees. Instead, during such time, the Board of Directors, as a whole,
addressed the policies and issues related to the functions of the Executive,
Audit and Compensation Committees.
The Board of Directors met three times during the year ended September
30, 1997. All of the Directors attended 100% of the meetings of the Board of
Directors except for Dr. Ricardo de Oliveira who attended none of the meetings
of the Board of Directors during the year ended September 30, 1997.
In fiscal 1997, the Corporation compensated each of its four
non-management Directors six thousand dollars ($6,000.00) plus actual travel
expenses up to $500 for each Board meeting attended. As of October 1997, the
Corporation has paid its non-management Directors a cash fee of six thousand
dollars ($6,000.00) plus actual travel expenses up to $500 for each Board
meeting attended. Drs. Franzblau and de Oliveira receive no compensation for
their services as Directors.
Carl Franzblau and Myrna Franzblau, the Corporation's Treasurer, are
husband and wife. William Franzblau, Esq., Chief Financial Officer and General
Counsel, is the son of Carl Franzblau and Myrna Franzblau. Except for Dr. and
Mrs. Franzblau and William Franzblau no Director or executive officer is
related by blood, marriage or adoption to any other Director or executive
officer.
Background
The principal occupations during the past five years of each of the
Corporation's Directors and nominees for Directors are as follows:
Carl Franzblau, Ph.D. has served as Chairman of the Board of Directors,
Chief Executive Officer and President of the Corporation since its inception.
For more than the past five years, Dr. Franzblau has served as a Professor and
Chairman of the Biochemistry Department and Associate Dean for Graduate Affairs
at the Boston University School of Medicine. Dr. Franzblau received his
Bachelor of Science degree in Chemistry from the University of Michigan and his
Ph.D. in Biochemistry from the Albert Einstein College of Medicine. Dr.
Franzblau is the husband of Myrna Franzblau, the Corporation's Treasurer.
Ricardo M. de Oliveira, M.D. has been the Vice President of Research and
Development and a Director of the Corporation since its inception. From 1980
through 1990, Dr. de Oliveira was a Professor at the University of Sao Paulo in
Brazil. Dr. de Oliveira is also the Director of Clinical Pathology at the
Cancer Hospital of Sao Paulo, Brazil. Dr. de Oliveira received his M.D. degree
from the Faculdade de Ciencias Medicas da Santa Casa de Sao Paulo in Brazil.
Alan S. Cohen, M.D. has served as a Director of the Corporation since its
inception. Dr. Cohen has been employed by the Boston University School of
Medicine as a Professor of Medicine since 1968 and a Professor of Pharmacology
since 1974. Dr. Cohen is Editor-in-Chief of the International Journal of
Amyloid. Dr. Cohen served as the Director of the Arthritis Center of Boston
University from 1976 to 1994. From 1972 to 1992, Dr. Cohen served as Chief of
Medicine of Boston City Hospital. Dr. Cohen is a past president of the American
College of Rheumatology. Dr. Cohen received his Bachelor of Arts degree from
Harvard College and his M.D. degree from the Boston University School of
Medicine.
Lawrence Gilbert has served as a Director of the Corporation since its
inception and served as Clerk of the Corporation from its inception until 1988.
From 1987 until 1995, Mr. Gilbert served as the Director of Patent and
Technology Administration for Boston University. Since 1995, Mr. Gilbert has
been the Director of Technology Transfer for the California Institute of
Technology in Pasadena, California. Mr. Gilbert received his Bachelor of Arts
degree from Brandeis University, his Bachelor of Foreign Trade from the
American Institute of Foreign Trade and a J.D. degree from Suffolk University
Law School.
John I. Sandson, M.D. has served as a Director of the Corporation since
its inception. Since 1988, Dr. Sandson has been Dean Emeritus of the Boston
University School of Medicine. He was Dean of the Boston University School of
Medicine from 1974 to 1988. Dr. Sandson received his Bachelor's degree from St.
Vincent College and received his M.D. from Washington University School of
Medicine.
Charles W. Smith has served as a Director of the Corporation since its
inception. From 1984 through 1989, Mr. Smith served as a Senior Vice President
of Boston University. From 1983 through June 1992, Mr. Smith also served as the
Treasurer and on the Board of Trustees of Boston University. Mr. Smith attended
Metropolitan College in England and is a fellow of the Institute of Chartered
Accountants in England and Wales.
Executive Officers
The executive officers of the Corporation, their ages and positions held
in the Corporation are as follows:
Name Age Position
- ------------------------------ --- --------------------------------------------
Carl Franzblau, Ph.D 63 Chairman of the Board of Directors, Chief
Executive Officer, President and Secretary
William Franzblau, Esq. 35 Chief Financial Officer and General Counsel
Ricardo M. de Oliveira, M.D. 46 Vice President of Research and Development,
and Director
Myrna Franzblau 60 Treasurer
The following is a brief summary of the background of each executive
officer of the Corporation, other than Drs. Franzblau and de Oliveira, whose
backgrounds are summarized above.
Myrna Franzblau has been the Corporation's Treasurer and Director of
Human Resources since its inception. Mrs. Franzblau received her Bachelor of
Arts from Brooklyn College and her Master's degree from Boston University. Mrs.
Franzblau is the wife of Carl Franzblau, the Corporation's President.
William Franzblau has served as the Corporation's Chief Financial Officer
since March 1996. Since 1993, Mr. Franzblau has been general counsel for the
Corporation. Mr. Franzblau received his Bachelor of Arts degree, in 1984, his
J.D. degree in 1987 and his LLM degree in taxation in 1990 from Boston
University.
CERTAIN TRANSACTIONS
During 1993, the Corporation acquired a 51% interest in Hemagen
Diagnosticos, Comercio, Importacao e Exportacao, Ltda., a Brazilian limited
liability company ("HDC"), that had been 100% beneficially-owned by Dr. Ricardo
M. de Oliveira, the Corporation's Vice President of Research and Development
and a Director of the Corporation. The Corporation purchased its interest in
HDC in exchange for the forgiveness of a $25,000 advance to HDC that was
outstanding as of September 30, 1992. The Corporation loaned HDC $185,500,
$100,000 and $50,000 in August 1994, November 1993 and August 1993,
respectively, to renovate, equip and operate a new manufacturing facility in
Sao Paulo, Brazil. This indebtedness is evidenced by three five-year promissory
notes, each with interest payable quarterly at the rate of approximately 12%
per annum.
BENEFICIAL OWNERSHIP OF VOTING SECURITIES
The following table sets forth, as of January 8, 1998, certain
information concerning stock ownership of the Corporation by (i) each person
who is known by the Corporation to own beneficially 5% or more of the
Corporation's Common Stock, (ii) each of the Corporation's Directors, and (iii)
all Directors and officers as a group. Except as otherwise indicated, the
stockholders listed in the table have sole voting and investment powers with
respect to the shares indicated.
Number of Shares
of Common Stock Percentage
Name and Address of Beneficial Owner(1) Beneficially Owned(2) of Class (2)(3)
- --------------------------------------------- --------------------- ---------------
Carl Franzblau, Ph.D. and Myrna Franzblau(4) 669,021 8.1%
Ricardo M. de Oliveira, M.D.(5) 385,684 4.9%
Alan S. Cohen, M.D.(7) 138,705 1.8%
Lawrence Gilbert(6) 143,387 1.8%
Charles W. Smith(8) 146,659 1.9%
John I. Sandson, M.D.(9) 81,691 1.0%
All Directors & Officers as a Group
(8 persons)(10)) 1,640,037 20.9%
<FN>
- --------------------
<F1> The addresses for all of the named individuals is c/o Hemagen
Diagnostics, Inc., 34-40 Bear Hill Road, Waltham, Massachusetts 02154.
<F2> Pursuant to the rules of the Securities and Exchange Commission, shares
of Common Stock which an individual or group has a right to acquire
within 60 days pursuant to the exercise of options or warrants are deemed
to be outstanding for the purpose of computing the percentage ownership
of such individual or group, but are not deemed to be outstanding for the
purpose of computing the percentage ownership of any other person shown
in the table.
<F3> Except to the extent stated in Note 10 below, the percentage ownership of
such individual or group does not include up to 1,000,000 shares of
Common Stock reserved for issuance pursuant to stock options that have
been or may be granted under the Corporation's 1992 Stock Option Plan. To
date, options to purchase 320,950 shares have been granted pursuant to
this plan with an average exercise price of $2.06 per share.
<F4> Includes 317,010 shares owned by Dr. Franzblau, 307,011 shares owned by
Mrs. Franzblau. Also includes 15,000 shares of Common Stock issued upon
the exercise of outstanding warrants, 30,000 stock options granted under
the Corporation's 1992 Stock Option Plan. Excludes a total of 141,280
shares of Common Stock owned by the children of Dr. and Mrs. Franzblau to
which Dr. and Mrs. Franzblau disclaim any beneficial interest.
<F5> Includes 40,014 shares owned by Dr. de Oliveira's spouse and 10,000 stock
options granted under the Corporation's 1992 Stock Option Plan, but
excludes 40,014 shares owned by each of his brother and sister to which
Dr. de Oliveira disclaims any beneficial interest.
<F6> Includes, 44,000 shares owned by Mr. Gilbert's spouse. Excludes a total
of 46,822 shares of Common Stock owned by children of Mr. Gilbert, 2,500
shares owned by one grandchild of Mr. Gilbert and 6,000 shares owned by
Mr. Gilbert's spouse's nieces to which Mr. Gilbert disclaims any
beneficial interest.
<F7> Includes 7,500 shares of Common Stock issued upon exercise of outstanding
warrants. Excludes a total of 63,754 shares of Common Stock owned by sons
of Dr. Cohen to which Dr. Cohen disclaims any beneficial interest,
including 7,500 shares of Common Stock issuable upon conversion of
warrants to one of Dr. Cohen's sons.
<F8> Includes 7,500 shares of Common Stock issued upon exercise of outstanding
warrants during fiscal 1998. Excludes a total of 51,300 shares of Common
Stock owned by children of Mr. Smith to which Mr. Smith disclaims any
beneficial interest.
<F9> Includes 7,500 shares of Common Stock issued upon exercise of outstanding
warrants. Excludes a total of 17,708 shares of Common Stock owned by
children of Dr. Sandson to which Dr. Sandson disclaims any beneficial
interest.
<F10> Includes the shares referenced in notes (4) through (9) above, plus
20,500 shares issuable pursuant to currently exercisable options and
warrants.
</FN>
COMPENSATION OF OFFICERS
The following table sets forth the compensation paid to the Corporation's
Chief Executive Officer and to its highest paid executive officers during the
fiscal years ended September 30, 1997, 1996 and 1995.
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards
- ---------------------------------------------------------------------------- ------------
(a) (b) (c) (d) (e) (f)
Securities
Other Annual Underlying
Name and Principal Position Year Salary Bonus Compensation Options(#3)
- ------------------------------- ---- -------- ----- ------------ ------------
Carl Franzblau 1997 $137,187 0 $7,961 (1) 0
Chief Executive Officer 1996 $128,750 0 $5,073 0
1995 $103,000 0 $5,073 0
Ricardo de Oliveira 1997 $118,840 0 $ 610 (2) 0
Senior Vice President 1996 $118,450 0 $5,073 0
1995 $103,000 0 $3,496 0
William Franzblau 1997 $105,000 0 $3,150 (4) 20,500
Chief Financial Officer
Scott Weiss 1997 $105,000 0 $3,150 (4) 21,500
Vice President, Marketing and
Sales
Ira Marks 1997 $136,908 0 $4,107 (4) 10,000
Vice President, Marketing and
Sales, RAICHEM
James Hengst 1997 $102,500 0 $2,619 (4) 10,000
Vice President, R&D, CPI
<FN>
- -------------------
<F1> The Corporation had provided Dr. Franzblau with the use of a leased car
during the fiscal years ended September 30, 1997, 1996 and 1995, and has
recorded an annual expense for Dr. Franzblau's automobile of
approximately $7,961, $5,073 and $5,073, respectively.
<F2> The Corporation had provided Dr. de Oliveira with the use of a leased car
during the fiscal years ended September 30, 1997, 1996 and 1995,
respectively, and has recorded an annual expense for Dr. de Oliveira's
automobile of approximately $610 for the beginning of 1997, $3,496 for
1996, and $3,496 for 1995.
<F3> No options have been granted to Dr. Franzblau or Dr. de Oliveira in the
fiscal years ended September 30, 1997, 1996 and 1995. Employee stock
options were granted to William Franzblau, Scott Weiss and Ira Marks.
<F4> William Franzblau, Scott Weiss, Ira Marks, and James Hengst participated
in the Company's 401k plan and received a Company match of 3%.
</FN>
The following table sets forth the value of outstanding options held as
of September 30, 1997 .
Aggregated Option Exercises in and FY-End Option Values
(a) (b) (c) (d) (e)
Number of Securities Value of
Underlying Unexercised Unexercised
Options/SARs In-the-Money
at FY-End(#) Options/SARs at FY-End(#)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise(#) Value Realized($) Unexercisable Unexercisable(1)
- ------------------ --------------- ----------------- ---------------------- -------------------------
William Franzblau 0 0 500 1,000
0 0 10,000 17,500
0 0 10,000 21,900
Scott Weiss 0 0 1,000 1,750
0 0 10,000 17,500
0 0 10,000 21,900
Ira Marks 0 0 10,000 21,900
James Hengst 0 0 10,000 21,900
<FN>
- -------------------
<F1> Options listed carry an exercise price of $2.00, $1.75, and $2.19 per
share, respectively for William Franzblau, $1.75, $1.75, and $2.19 per
share, respectively for Scott Weiss, and $2.19 per share for Ira Marks
and James Hengst. The fair market value of the Corporation's Common
Stock underlying the options, as of September 30, 1997, was $1.97 per
share (NASDAQ closing price on September 30, 1997).
</FN>
Compensation of Directors
In 1997, the Corporation awarded its non-management Directors $6,000.00
each as compensation for their services. Drs. Franzblau and de Oliveira receive
no compensation for their services as Directors.
Compensation Committee Interlocks and Insider Participation
On March 16, 1993, the Board of Directors established a Compensation
Committee. Members of the Compensation Committee are Dr. Franzblau, Dr. Sandson
and Dr. Cohen. During the fiscal year ended September 30, 1997, no executive
officer served as a member of the compensation committee of the board of
directors of another entity.
ITEM NO. 2
ACCOUNTING MATTERS AND RATIFICATION OF ACCOUNTANTS
The persons named in the enclosed Proxy will vote to ratify the selection
of BDO Seidman, LLP as independent accountants for the fiscal year ending
September 30, 1998 unless otherwise directed by the stockholders. The
Corporation's independent accountants for the fiscal year ended September 30,
1997 were BDO Seidman, LLP. A representative of BDO Seidman, LLP is expected to
be present at the Annual Meeting of Stockholders and will have the opportunity
to make a statement and answer questions from stockholders.
VOTING AT MEETING
The Board of Directors has fixed January 12, 1998, as the record date for
the determination of stockholders entitled to vote at this meeting. At the
close of business on that date, there were outstanding and entitled to vote
7,851,890 shares of Common Stock.
SOLICITATION OF PROXIES
The cost of solicitation of Proxies will be borne by the Corporation. In
addition to the solicitation of Proxies by mail, officers and employees of the
Corporation may solicit in person or by telephone. The Corporation may
reimburse brokers or persons holding stock in their names, or in the names of
their nominees, for their expenses in sending Proxies and Proxy material to
beneficial owners.
REVOCATION OF PROXY
Subject to the terms and conditions set forth herein, all Proxies
received by the Corporation will be effective, notwithstanding any transfer of
the shares of Common Stock to which such Proxies relate, unless prior to the
Annual Meeting the Corporation receives a written notice of revocation signed
by the person who, as of the record date, was the registered holder of such
shares. The Notice of Revocation must indicate the certificate number or
numbers of the shares to which such revocation relates and the aggregate number
of shares represented by such certificate(s).
STOCKHOLDER PROPOSALS
In order to be included in Proxy material for the 1999 Annual Meeting,
tentatively scheduled to be held on Tuesday, March 4, 1999, stockholders'
proposed resolutions must have been received by the Corporation on or before
November 25, 1998. It is suggested that proponents submit their proposals by
certified mail, return receipt requested, addressed to the Secretary of the
Corporation.
ANNUAL REPORT ON FORM 10-KSB
The Corporation will provide to any stockholder, without charge, upon the
written request of such stockholder, a copy of the Corporation's Annual Report
on Form 10-KSB, including the financial statements for the Corporation's most
recent fiscal year ended September 30, 1997. Requests for such report should be
addressed to Shareholder Relations, Hemagen Diagnostics, Inc., 34-40 Bear Hill
Road, Waltham, Massachusetts 02154.
MISCELLANEOUS
The Management does not know of any other matters which may come before
this meeting. However, if any other matters are properly presented to the
meeting, it is the intention of the persons named in the accompanying Proxy to
vote, or otherwise act, in accordance with their judgment on such matters.
By Order of the Board of Directors
Carl Franzblau
Secretary
Waltham, Massachusetts
January 15, 1998
[PROXY CARD]
HEMAGEN DIAGNOSTICS, INC.
Proxy for Annual Meeting
to be held on March 3, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE UNDERSIGNED hereby appoints Carl Franzblau, Ph.D. as Proxy with full
power of substitution to vote for and on behalf of the undersigned at the
Annual Meeting of Stockholders of HEMAGEN DIAGNOSTICS, INC., to be held at the
Wyndham Gardens Hotel, 420 Totten Pond Road, Waltham, Massachusetts 02154, on
Tuesday, March 3, 1998 at 10:00 a.m., and at any adjournment or adjournments
thereof, upon and with respect to all shares of the Common Stock of the
Corporation to which the undersigned would be entitled to vote and act if
personally present. The undersigned hereby directs Carl Franzblau, Ph.D. to
vote in accordance with his judgment on any matters that may properly come
before the meeting, all as indicated in the notice of the meeting, receipt of
which is hereby acknowledged, and to act on the following matters set forth in
such notice as specified by the undersigned:
If no direction is made, this Proxy will be voted FOR election of
Directors and FOR Proposal 2.
(1) Proposal to elect two (2) members of the Board of Directors of the
Corporation.
INSTRUCTION: To withhold authority for any individual nominee STRIKE such
nominee's name from the list below.
[ ] FOR ALL nominees listed below [ ] WITHHOLD AUTHORITY to vote for
(except as marked to the contrary all nominees listed below.
below).
Carl Franzblau, Ph.D. and Ricardo de Oliveira, M.D.
(2) Proposal to ratify and approve the selection of BDO Seidman, LLP as the
independent accountants of the Corporation for the fiscal year ending
September 30, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
MANAGEMENT RECOMMENDS A VOTE FOR PROPOSALS 1 and 2.
(3) In his discretion to transact such other business as may properly come
before the meeting or any adjournment or adjournments thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR AND IN FAVOR OF
THE ITEMS SET FORTH ABOVE UNLESS A CONTRARY SPECIFICATION IS MADE.
PLEASE MARK, DATE, SIGN AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW.
Dated:______________________________, 1998
__________________________________________
Signature
__________________________________________
Signature if held jointly
__________________________________________
Printed Name
__________________________________________
Address
NOTE: When shares are held by joint
tenants, both should sign. When signing as
attorney, executor, administrator, trustee
or guardian, please give full title as
such. If the person named on the stock
certificate has died, please submit
evidence of your authority. If a
corporation, please sign in full corporate
name by an authorized officer and indicate
the signer's office. If a partnership,
sign in the partnership name by authorized
person.