ALCIDE CORPORATION
8561 154TH AVENUE, NE
REDMOND, WASHINGTON 98052
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 19, 2000
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To the Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Alcide
Corporation (the "Company") will be held at The University Club located at 1
West 54th Street, New York, NY on Thursday, October 19, 2000 at 9:00 a.m.
(1) To elect four directors of the Board of Directors for the ensuing
year;
(2) To ratify the selection of Arthur Andersen LLP as the Company's
independent auditors for the fiscal year ending May 31, 2001; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has designated the close of business on September 1,
2000 as the record date for determination of stockholders of the Company
entitled to notice of and to vote at the meeting and any adjournment thereof.
The stock transfer books will not be closed. A list of stockholders entitled to
vote at the meeting will be available for inspection at the meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. THE BOARD
OF DIRECTORS EXTENDS A CORDIAL INVITATION TO ALL STOCKHOLDERS TO BE PRESENT AT
THE MEETING. ALL STOCKHOLDERS, WHETHER OR NOT THEY EXPECT TO ATTEND THE MEETING,
ARE REQUESTED TO FILL IN, DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT IN THE
RETURN ENVELOPE PROVIDED AS PROMPTLY AS POSSIBLE. STOCKHOLDERS WHO ATTEND THE
MEETING MAY WITHDRAW THEIR PROXIES AND VOTE IN PERSON.
By Order of the Board of Directors,
John P. Richards
EXECUTIVE VICE PRESIDENT
SECRETARY
Redmond, Washington
September 1, 2000
ALCIDE CORPORATION
8561 154TH AVENUE, NE
REDMOND, WASHINGTON 98052
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PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 19, 2000
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The accompanying proxy is being solicited on behalf of the Board of
Directors of ALCIDE CORPORATION (the "Company"), for use at the Annual Meeting
of Stockholders to be held at The University Club located at 1 West 54th Street,
New York, NY, on Thursday, October 19, 2000 at 9:00 a.m. local time and at any
adjournment thereof. Each stockholder giving a proxy has the power to revoke the
same by written notice to the Secretary of the Company at any time before it is
voted. Furthermore, any stockholder giving a proxy may revoke the same prior to
its use at the Annual Meeting by attending the meeting and voting in person.
Subject to such revocation, properly executed proxies will be voted in the
manner directed by such stockholder and, if no direction is made, will be voted
in favor of Items 1 and 2, described in this Proxy Statement. All expenses in
connection with the solicitation will be borne by the Company. The Company will
reimburse banks, brokerage firms and other custodians, nominees and fiduciaries
for their reasonable out-of-pocket expenses incurred in connection with
forwarding proxies to beneficial owners of shares of the Company's common stock
(the "Common Stock"). The Company has retained Computershare Trust Company, Inc.
to assist in the solicitation at a cost that is not expected to exceed $10,000
plus reasonable out-of-pocket expenses.
This Proxy Statement and the accompanying form of proxy are being first
mailed or given to the holders of the Company's Common Stock on or about
September 1, 2000.
VOTING SECURITIES
Only stockholders of record at the close of business on September 1, 2000
will be entitled to notice of, and to vote at the Annual Meeting. Each share of
Common Stock is entitled to one vote. At the election of directors, each holder
of Common Stock (the "Common Stockholder(s)") may cumulate such Common
Stockholder's votes and give one nominee a number of votes equal to the number
of directors to be elected multiplied by the number of votes to which the Common
Stockholder's shares are entitled, or may distribute the Common Stockholder's
votes on the same principle among as many nominees as the Common Stockholder
sees fit.
The four nominees who receive the greatest number of votes, present in
person or by proxy at the Annual Meeting, will be elected directors. Abstentions
from voting and broker nonvotes on the election of directors will have no impact
on the outcome of this item since they have not been cast in favor of any
nominee. The affirmative vote of holders of a majority of the shares of Common
Stock, present in person or by proxy and entitled to vote at the Annual Meeting,
is required to ratify the selection of independent auditors. Abstention from
voting on this matter will have the practical effect of voting against this
proposal since shares are present at the meeting and entitled to vote but are
not voting in favor of the proposal. Broker nonvotes will have no effect on the
outcome of the proposal since they are not considered shares entitled to vote on
the proposal.
On August 1, 2000 there were 2,524,681 shares of Alcide Common Stock
outstanding, net of Treasury Stock.
-1-
SHARE OWNERSHIP BY DIRECTORS, EXECUTIVE OFFICERS
AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the beneficial
ownership, as of August 1, 2000, of the Common Stock by (a) each person known by
the Board of Directors to beneficially own more than 5% of the outstanding
Common Stock; (b) each director and nominee for director; (c) each of the
executive officers included in the Summary Compensation Table, and (d) all
directors and executive officers as a group. Each of the named persons has sole
voting and investment power with respect to the shares shown, except as stated
below.
COMMON STOCK
--------------------------------------
No. of Shares Percentage
Name Common Stock Common Stock
---- --------------- ---------------
Thomas L. Kempner 472,721(1) 18.7
Loeb Partners Corp.
61 Broadway, 24th Floor
New York, NY 10006
Joseph A. Sasenick 127,409(2) 5.0
John P. Richards 85,747(3) 3.4
G. Kere Kemp, BVSc, MRCVS 29,528(4) 1.2
William G. Spears 12,992(5) .5
Kenneth N. May, Ph.D 6,755(6) .3
--------------- ---------------
TOTAL 708,478(7,8) 27.9(7,8)
=============== ===============
- ----------
(1) 201,946 shares of Common Stock are held by Loeb Investors Company V and
26,964 shares are held by Loeb Investors Company 105 for which entities Mr.
Kempner serves as Managing Partner. 27,434 shares are held by Mr. Kempner
individually. 176,870 shares are held in family trusts and other entities for
which entities Mr. Kempner serves as either a trustee or has shared voting and
dispositive power. Mr. Kempner disclaims any beneficial interest as to 280,602
shares of the above listed Common Stock.
Also includes 39,507 shares issuable upon exercise of stock options that
are exercisable within 60 days following August 1, 2000. Of these, 4,275 options
were granted to Mr. Kempner as director's fees and 35,232 options were granted
to Loeb Partners Corporation for services rendered to the Company.
(2) Includes 79,080 shares issuable upon exercise of stock options that are
exercisable within 60 days following August 1, 2000, of which 14,000 options to
purchase common stock have been transferred by Mr. Sasenick to trusts for his
family for which Mr. Sasenick is trustee. Also includes 26,674 shares owned by
the Alcide Corporation Employee Stock Ownership Plan, of which Mr. Sasenick is
Joint Trustee with Mr. Richards. Mr. Sasenick disclaims any beneficial interest
with respect to 18,814 of these shares.
(3) Includes 44,500 shares issuable upon exercise of stock options that are
exercisable within 60 days following August 1, 2000. Also includes 26,674 shares
owned by the Alcide Corporation Employee Stock Ownership Plan, of which Mr.
Richards is Joint Trustee with Mr. Sasenick. Mr. Richards disclaims any
beneficial interest with respect to 20,475 of these shares.
(4) Includes 27,034 shares issuable upon exercise of stock options that are
exercisable within 60 days following August 1, 2000.
(5) Includes 10,352 shares issuable upon exercise of stock options that are
exercisable within 60 days following August 1, 2000.
(6) Includes 3,000 shares issuable upon exercise of stock options that are
exercisable within 60 days following August 1, 2000.
-2-
(7) Includes 203,473 shares issuable upon exercise of stock options that
are exercisable within 60 days following August 1, 2000.
(8) The total does not equal the sum of the amounts listed above for
directors and executive officers because Mr. Sasenick and Mr. Richards have
joint voting power of the 26,674 shares owned by the Alcide ESOP, which shares
have been listed under the totals for both Mr. Sasenick and Mr. Richards but are
counted only once in the total.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires directors, certain of the Company's officers and
persons who own more than 10% of a registered class of the Company's securities,
to file reports of ownership and changes in ownership of Common Stock and other
equity securities of the Company with the Securities and Exchange Commission
(the "Commission"). Directors, officers, and greater than 10% stockholders are
required by the Commission regulation to furnish the Company with copies of all
Section 16(a) forms they file.
Based solely on the Company's review of the copies of such reports it has
received, or written representations from certain reporting persons that no
forms were required for those persons, the Company believes that during the
previous fiscal year all filing requirements applicable to its directors,
certain officers, or greater than 10% beneficial owners were complied with by
such persons.
-3-
ITEM 1 - ELECTION OF DIRECTORS
The Board of Directors presently consists of four members, all of whom are
up for re-election to serve until the next Annual Meeting of Stockholders or
until their successors are elected and qualified. It is intended that the
proxies received will be voted, unless directed otherwise, for the four nominees
indicated below. However, should any nominee become unavailable or prove unable
to serve for any reason, proxies will be voted for the election of such other
person or persons as the Board of Directors may select to replace such nominee.
The Board has not been informed that any of the nominees will not be available
or will be unable to serve. Directors are elected by a plurality of the votes
cast by stockholders entitled to vote at the meeting. Holders of a majority of
the outstanding shares of Common Stock entitled to vote at the Annual Meeting
must be present in person or by proxy to constitute a quorum for purposes of
holding the meeting.
Each person named as a nominee for director has advised the Company of his
willingness to serve if elected. The age of each nominee as of June 1, 2000, his
position with the Company, the year in which he first became a director of the
Company, his business experience during the past five years and other
directorships he holds are set forth below.
THOMAS L. KEMPNER, 61 Broadway, New York, NY 10006
Age 73. Chairman of the Board of the Company; Director of the Company since
1983. Chairman and Chief Executive Officer of Loeb Partners Corporation, a
private investment banking firm, since 1979. Presently serves on the Boards of
Directors of IGENE Biotechnology, Inc.; Roper Starch Worldwide, Inc.;
Intermagnetics General Corporation; Northwest Airlines, Inc. (Emeritus); CCC
Information Services Group, Inc.; Evercel, Inc.; Fuel Cell Energy, and Insight
Communications Company, Inc.
JOSEPH A. SASENICK, 8561 154th Avenue, NE, Redmond, WA 98052
Age 60. President and Chief Executive Officer of the Company since February
1992; Director of the Company since 1991; President and Chief Operating Officer
of the Company from February 1991 to February 1992. Chief Executive Officer and
Chairman of the Board of Alcide Food Safety, Inc. since January, 1999. Presently
serves on the Board of Directors of the Washington Biotechnology and Biomedical
Association, Genespan Corporation and and the Technology Alliance, a special
program of the Greater Seattle Chamber of Commerce. Previously held senior
management positions at Abbott Laboratories and The Gillette Company.
WILLIAM G. SPEARS, 45 Rockefeller Plaza, New York, NY 10111
Age 62. Director of the Company since 1989. Principal of W. G. Spears
Grisanti & Brown LLC since July 1, 1999. Chairman of Key Asset Management, the
investment advisory subsidiary of KeyCorp, since 1996. Presently serves on the
Board of Directors of United Health Group and Avatar Holdings, Inc.
KENNETH N. MAY, PH.D., 203 McElwee Street, North Wilkesboro, NC 28659
Age 69. Director of the Company since 1995. Retired in August, 1989 as
Chairman, Chief Executive Officer and a director of Holly Farms Foods, Inc.,
completing 19 years with that company. Previously held positions as Professor of
Poultry Science at Mississippi State University and the University of Georgia.
Former technical advisor and consultant to the National Chicken Council on food
safety matters; and serves on the Board of Directors of Embrex, Inc. Dr. May has
been active in the Poultry Science Association and the National Chicken Council,
and has served on various committees for the USDA.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE DIRECTOR
NOMINEES.
-4-
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors met three times during the fiscal year ended May 31,
2000 and held two telephonic meetings. Mr. Sasenick, Mr. Kempner and Dr. May
participated in all five meetings of the Board of Directors and the total number
of meetings held by all committees of the Board of Directors on which they
served. Mr. Spears participated in four meetings of the Board of Directors and
all of the meetings held by committees of the Board of Directors on which he
serves.
The Company's Board of Directors has Audit and Compensation/Stock Option
Committees. Pertinent information relating to each committee is as follows:
The Audit Committee recommends to the Board of Directors the selection of
the Company's independent public accountants and reviews with such accountants
the scope and results of their audit, the scope and results of the Company's
internal audit procedures, and the adequacy of the Company's system of internal
control. In addition, the Committee approves non-audit professional services
performed by the Company's independent public accountants and reviews the fees
for audit and non-audit services rendered to the Company by the independent
public accountants. Audit Committee members during fiscal year 2000 were Thomas
L. Kempner, Chairman, and Kenneth N. May. The Committee held a discussion at a
Board of Directors meeting one time during the past fiscal year.
The Compensation/Stock Option Committee approves management contracts,
changes in management compensation, management incentive awards and employee
stock options. Committee members during fiscal year 2000 were Thomas L. Kempner,
Chairman, and William G. Spears. The Committee met one time during the fiscal
year.
COMPENSATION OF DIRECTORS
For the fiscal year ended May 31, 2000, directors who do not also benefit
from a consulting nor an employment agreement with the Company received $1,000
cash compensation per Board meeting attended, a $6,000 cash retainer and a grant
of stock options having an aggregate exercise price of $25,000. In the past
fiscal year, this compensation applied to Mr. William G. Spears. It did not
apply to Mr. Thomas L. Kempner nor Dr. Kenneth N. May, each of whom has a
consulting arrangement with the Company, nor to Mr. Joseph A. Sasenick, who
received salary as an officer of the Company.
-5-
EXECUTIVE COMPENSATION
The following table summarizes compensation earned in fiscal years ended
May 31, 2000, 1999 and 1998 by the Chief Executive Officer and two other
executive officers whose aggregate salary and bonus each exceeded $100,000 in
the most recent fiscal year (the "Named Executive Officers").
LONG-TERM COMPENSATION
FISCAL YEAR COMPENSATION AWARDS
NUMBER OF SHARES
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) UNDERLYING OPTIONS (#)
================================== ============ ========================== =========================== ===========================
JOSEPH A.SASENICK
President/ 2000 230,627 112,513 5,000
Chief Executive Officer 1999 218,796 170,000 5,000
1998 207,608 170,000 5,000
JOHN P. RICHARDS
Executive Vice President/ 2000 149,557 72,963 4,000
Chief Financial Officer 1999 141,885 75,000 4,000
1998 134,627 80,000 4,000
G. KERE KEMP
Executive Vice President/ 2000 115,282 56,250 4,000
Chief Scientific Officer 1999 109,355 75,000 4,000
1998 98,128 65,000 4,000
-6-
OPTION GRANTS IN THE LAST FISCAL YEAR
The following table summarizes the Named Executive Officers' stock option grants
during fiscal year 2000.
OPTIONS GRANTED IN FISCAL YEAR 2000
--------------------------------------------------------------------------------------------------
INDIVIDUAL GRANTS (1)
--------------------------------------------------------------
Potential Realizable Value
Number of Percent of at Assumed Annual Rates of Stock
Shares Total Options Exercise Price Appreciation
Underlying Granted to Price Expiration for Option Term(3)
Name Options Employees(2) Per Share Date 5% 10%
============================ ============== ================== ============== ============= ===================================
Joseph A. Sasenick 5,000 14% $16.406 2009 $133,618 $212,764
John P. Richards 4,000 11% $16.406 2009 $106,894 $170,211
G. Kere Kemp 4,000 11% $16.406 2009 $106,894 $170,211
(1) The options have terms of 10 years from the date of grant and become
exercisable in equal annual installments over a period of five years. Upon
the occurrence of certain corporation transactions, the exercisability of
the options may be accelerated.
(2) Based on an aggregate of 35,750 shares subject to options granted to
employees during the fiscal year ended May 31, 2000.
(3) The dollar amounts under these columns are the result of calculations at
the 5% and 10% rates required by applicable regulations of the Commission
and, therefore, are not intended to forecast possible future appreciation,
if any, of the Common Stock price. Actual gains, if any, on stock option
exercises depend on the future performance of the Common Stock and overall
stockmarket conditions, as well as the option holders' continued employment
during the vesting period. The amounts reflected in this table may not
necessarily be achieved.
OPTION YEAR-END VALUES TABLE
The following table provides information on option exercises during the last
fiscal year by the Named Executive Officers and options outstanding at May 31,
2000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
---------------------------------------------------------------------------------
SHARES VALUE NUMBER OF SHARES COVERED VALUE OF UNEXERCISED
ACQUIRED ON REALIZED BY UNEXERCISED OPTIONS AT MAY IN-THE-MONEY OPTIONS
NAME EXERCISE (#) ($)(1) 31, 2000 (#) AT MAY 31, 2000 ($) (2)
========================== ================ =============== ================================= ==================================
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
Joseph A. Sasenick 10,000 $58,750 79,080 10,000 $288,115 $0
John P. Richards 5,000 $35,000 44,500 8,000 $109,500 $0
G. Kere Kemp 0 $0 27,034 7,800 $ 42,587 $0
(1) These amounts represent the aggregate number of options exercised,
multiplied by the market price of the Common Stock at the time of exercise
minus the exercise price for each option.
(2) These amounts are based on the difference between the applicable option
exercise price and the fair market value at fiscal year-end of $13.00.
-7-
REPORT OF THE COMPENSATION COMMITTEE
Compensation programs at Alcide Corporation are designed to attract,
motivate and retain the executive talent needed to optimize stockholder value in
a competitive environment. The programs support the goal of increasing
stockholder value of the Company by achieving specific financial and strategic
objectives.
Executive compensation programs are designed to provide:
- levels of base compensation competitive with comparable health care
companies;
- annual incentive compensation that correlates with the financial
performance of the Company; and
- long-term incentive compensation that focuses executive efforts on
building stockholder value through meeting long-term financial and
strategic goals.
In designing and administering its executive compensation program, the
Company attempts to strike an appropriate balance among these various elements,
each of which is discussed in greater detail below.
BASE SALARY
Base salary programs are consistent with comparable companies. Alcide's
salary increase program is designed to reflect individual performance consistent
with the Company's overall financial performance as well as competitive
practice. Annual performance reviews and formal merit increase guidelines
determine individual salary increases.
THE MANAGEMENT INCENTIVE PLAN
The Management Incentive Plan is designed to reward management-level
employees for their contributions to corporate and individual results. Each
eligible employee's award is expressed as a percentage of the participant's base
salary for the plan year.
Individual performance is measured against objectives, which reflect what
executives must accomplish in order for the Company to meet its annual operating
plan and long-term growth plans. A participant's individual award may vary from
zero to 100 percent. For fiscal year end 2000 the Committee approved bonuses for
three participating employees.
STOCK OPTION PLAN
The 1993 Stock Option Plan authorizes the granting of various stock-based
incentive awards to key employees of the Company. The plan has been designed to:
- link the executive's financial success to that of the stockholders;
- encourage and create ownership and retention of the Company's stock;
- balance long-term with short-term decision making; and
- focus attention on building stockholder value through meeting
long-term financial and strategic goals.
-8-
COMMITTEE ACTIVITIES
The following summarizes the Committee's activities:
- approved the Merit Increase Guidelines, which set salary grades,
ranges and increases;
- reviewed and determined salary increases for each corporate officer
based on performance;
- determined fiscal 2000 management incentive awards based on assessment
of executive performance against approved goals; and
- determined stock option awards to employees.
COMPENSATION OF THE PRESIDENT/CHIEF EXECUTIVE OFFICER
The CEO received a salary increase of 5% effective September 1, 2000, and
was awarded a bonus of $112,513 to be paid during FY 2001 in four quarterly
payments pursuant to the Management Incentive Plan. Mr. Sasenick was also
awarded options to purchase 5,000 shares of the Company's Common Stock.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Company's Compensation Committee is an employee of the
Company. Mr. Kempner is Chairman of the Board and an outside director and Mr.
Spears is an outside director. There are no Compensation Committee interlocks
between the Company and other entities involving Alcide executive officers or
Alcide Board members who serve as executives of other entities.
Compensation Committee
Thomas L. Kempner, Chairman
William G. Spears
-9-
STOCK PERFORMANCE GRAPH
Set forth below is a line graph comparing the performance of the Company's
Common Stock during the period May 31, 1995 through May 31, 2000 with the NASDAQ
Stock Market Index for U.S. companies and the NASDAQ Stock Market Index for U.S.
and foreign pharmaceutical stocks. The total return indices reflect reinvested
dividends and are weighted on a market capitalization basis at the time of each
reported data point. The stock price performance depicted in the performance
graph shown below is not necessarily indicative of future price performance.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR
ALCIDE CORPORATION
[DATA REPRESENTATION OF GRAPHIC PLOT POINTS]
CRSP Total Returns Index for: 05/1995 05/1996 05/1997 05/1998 05/1999 05/2000
- ----------------------------- ------- ------- ------- ------- ------- -------
Alcide Corporation 100.0 214.0 288.4 371.5 173.3 120.9
Nasdaq Stock Market (US Companies) 100.0 145.3 163.8 207.7 293.3 402.6
Nasdaq Pharmaceuticals Stocks 100.0 184.1 167.8 174.3 230.3 416.2
SIC 2830-2839 US & Foreign
NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.00 on 05/31/1995.
-10-
EMPLOYMENT AGREEMENTS
JOSEPH A. SASENICK. Pursuant to an agreement entered into on February 4,
1991 and amended on February 4, 1992, February 4, 1993, February 4, 1994 and
August 14, 1995, which can be terminated by the Company for cause and by Mr.
Sasenick with 90-days' notice, Mr. Sasenick holds the position of President and
Chief Executive Officer, receiving a salary of $231,645 per annum. In addition
to the base salary, bonus compensation of 100% of base salary can be earned. The
awarding of such bonus shall be at the absolute and sole discretion of the Board
of Directors.
JOHN P. RICHARDS. Pursuant to an agreement entered into on July 29, 1991
and revised January 1, 1993, January 1, 1994 and August 14, 1995, which will
expire at the option of either party provided reasonable notice is given, Mr.
Richards receives a salary of $150,217 per annum. In addition to base salary,
bonus compensation of 100% of base salary can be earned. The awarding of such
bonus is dependent on a level of corporate profitability and individual
performance.
G. KERE KEMP. Pursuant to a letter agreement entered into on March 1, 1998,
which will expire at the option of either party provided reasonable notice is
given, Dr. Kemp receives a salary of $115,763 per annum. In addition to base
salary, bonus compensation of 100% of base salary can be earned. The awarding of
such bonus is dependent on a level of corporate profitability and individual
performance.
CERTAIN TRANSACTIONS
CONSULTING AGREEMENTS
LOEB PARTNERS CORPORATION. During the fiscal year ended May 31, 2000, the
Company paid Loeb Partners Corporation $60,000 in cash for executive and
management services provided by Mr. Kempner and Mr. Norman N. Mintz. Mr. Kempner
holds approximately 51% of the voting equity of Loeb Holding Corporation, of
which Loeb Partners is a 100% wholly-owned operating subsidiary.
The Company believes that the terms of its consulting agreement with Loeb
are at least as favorable to the Company as could have been provided by
unaffiliated third parties. The consulting agreement provides the Company with
the sole option of paying Loeb either in cash or in stock options for executive
services. Additionally, whenever an issue arose which, in the opinion of a
majority of disinterested members of the Board of Directors, presented a
potential conflict of interest between Loeb and the Company, Mr. Kempner
abstained from voting on such issue.
KENNETH N. MAY. During the fiscal year ending May 31, 2000, Dr. May earned
$30,000 for consulting services in the field of pathogen control on poultry and
other food products. By agreement with Dr. May, payment of the consulting fees
have been deferred.
The Company believes that the terms of its consulting agreement with Dr.
May are at least as favorable to the Company as could have been provided by
unaffiliated third parties.
-11-
ITEM 2 - RATIFICATION OF SELECTION OF ALCIDE AUDITORS
The Board of Directors, upon the recommendation of the Company's Audit
Committee, has appointed Arthur Andersen LLP as the Company's certified
independent public accountants for the 2001 fiscal year. It is not expected that
a representative from Arthur Andersen LLP will attend the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
SELECTION OF THE AUDITORS.
ANNUAL REPORT
The annual report of the Company for the fiscal year ended May 31, 2000
including audited financial statements and all other information required to be
included in the Company's annual report on Form 10-K, are being mailed
concurrently to stockholders of record.
ITEM 3 - OTHER MATTERS
The Board of Directors does not know of any business which will be
presented at the meeting other than those matters set forth in the accompanying
Notice of the Annual Meeting of Stockholders. If any other matters are properly
presented at the meeting for action, it is intended that the persons named in
the accompanying form of proxy and acting thereunder will vote in accordance
with their best judgment on such matters.
STOCKHOLDER PROPOSALS
The 2001 Annual Meeting of Stockholders is presently scheduled to be held
on October 17, 2001. Under rules promulgated by the Securities and Exchange
Commission, stockholders who desire to submit proposals for inclusion in the
Company's Proxy Statement of the Board of Directors to be utilized in connection
with the 2001 Annual Meeting of Stockholders must submit such proposals to the
Secretary of the Company no later than April 27, 2001. Alternatively, pursuant
to the Commission rules that became effective on June 29, 1998, if the Company
receives notice of stockholder proposals after July 18, 2001, then the persons
named as proxies in such Proxy Statement and proxy will have discretionary
authority to vote on such stockholder proposals, without discussion of the
matters in the Proxy Statement and without such proposals appearing as separate
items on the proxy card. Stockholder proposals should be directed to the
Company's secretary, at the address of the Company set forth on the first page
of this Proxy Statement.
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PROXY
ALCIDE CORPORATION
8561 154TH AVENUE NE, REDMOND, WA 98052
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF THE STOCKHOLDERS, OCTOBER 19, 2000
Th undersigned hereby appoints John P. Richards and Norman N. Mintz as
proxies each with power of substitution in each of them, to vote for and on
behalf of the undersigned at the Annual Meeting of the Stockholders of the
Company to be held on October 19, 2000 and at any adjournment thereof, upon
matters properly coming before the meeting, as set forth in the related
Notice of Meeting and Proxy Statement, which has been received by the
undersigned. Without otherwise limiting the general authorization given
hereby, said proxies are instructed to vote as follows:
1. Election of the Board's nominees for Directors.
(THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR")
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote for all
(except as marked to the nominees listed below
contrary below)
Nominees: Thomas L. Kempner, Joseph A. Sasenick, William G. Spears and
Kenneth N. May, Ph.D.
INSTRUCTION: To withhold authority to vote for any individual nominee listed
above, write that nominee's name in the space provided below.
------------------------------------------------------------------
(Continued and to be dated and signed on reverse side.)
2. Ratification of the selection of Arthur Andersen LLP as the independent
auditors of the Company for the fiscal year ending May 31, 2001.
(THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR")
FOR / / AGAINST / / ABSTAIN / /
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
This proxy when properly executed will be voted in the manner directed herein
by the undersigned holder.
If no direction is made, this proxy will be voted for Proposals 1 and 2.
Please sign exactly as name appears below. 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 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.
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Signature
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Signature if held jointly
Dated: 2000
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PLEASE MARK, SIGN, DATE, AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE