SCHEDULE 14A INFORMATION
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
(Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec 240.14a-12
- --------------------------------------------------------------------------------
MARQUEST MEDICAL PRODUCTS, INC.
(Name of Registrant as Specified in Charter)
- --------------------------------------------------------------------------------
(Name of Persons(s) Filing Proxy Statement, if other than 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 the table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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MARQUEST MEDICAL PRODUCTS, INC.
11039 EAST LANSING CIRCLE
ENGLEWOOD, COLORADO 80112
_______________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 24, 1995
_______________________
NOTICE IS HEREBY GIVEN that the 1995 Annual Meeting of Stockholders of
Marquest Medical Products, Inc. (the "Company") will be held in the second
floor Boardroom, Overlook II Building, 2839 Paces Ferry Road, Atlanta,
Georgia, on Thursday, August 24, 1995, at 10:00 a.m., Eastern Daylight Time,
for the purpose of considering and voting upon:
(1) A proposal to elect six directors of the Company to serve until the next
Annual Meeting of Stockholders and until their successors are elected
and qualified.
(2) Such other matters as properly may come before the Annual Meeting or any
adjournments thereof. The Board of Directors is not aware of any other
business to come before the Annual Meeting.
Information relating to the above matters is set forth in the attached
Proxy Statement. Stockholders of record at the close of business on July 14,
1995, are entitled to receive notice of and to vote at the Annual Meeting and
any adjournments thereof.
By Order of the Board of Directors.
/s/ Margaret Von der Schmidt
MARGARET E. VON DER SCHMIDT
SECRETARY
Englewood, Colorado
July 28, 1995
PLEASE READ THE ATTACHED PROXY STATEMENT AND COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE. IF
YOU ATTEND THE ANNUAL MEETING, YOU MAY REVOKE THE PROXY CARD AND VOTE IN
PERSON IF YOU SO DESIRE.
MARQUEST MEDICAL PRODUCTS, INC.
11039 EAST LANSING CIRCLE
ENGLEWOOD, COLORADO 80112
______________________
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 24, 1995
______________________
This Proxy Statement is furnished to the stockholders of Marquest
Medical Products, Inc. (the "Company") in connection with the solicitation of
proxies by the Board of Directors of the Company to be voted at the 1995
Annual Meeting of Stockholders and at any adjournments thereof. The Annual
Meeting will be held on Thursday, August 24, 1995 in the second floor
Boardroom, Overlook II Building, 2839 Paces Ferry Road, Atlanta, Georgia, at
10:00 a.m., Eastern Daylight Time.
The approximate date on which this Proxy Statement and the accompanying
proxy card are first being mailed or delivered to stockholders is July 28,
1995.
VOTING
GENERAL
The securities that can be voted at the Annual Meeting consist of Common
Stock of the Company, no par value per share (the "Common Stock"), with each
share entitling its owner to one vote on each matter submitted to the
stockholders. Only stockholders of record as of the close of business on July
14, 1995 will be entitled to notice of and to vote at the Annual Meeting. On
the record date, 8,246,880 shares of Common Stock were outstanding and
eligible to be voted at the Annual Meeting.
QUORUM AND VOTE REQUIRED
The presence, in person or by proxy, of a majority of the outstanding
shares of Common Stock of the Company is necessary to constitute a quorum at
the Annual Meeting. Shares of Common Stock as to which votes are withheld or
abstained will be treate as present for purposes of determining a quorum.
The vote required to elect the directors is a plurality of the votes cast by
the holders of shares entitled to vote, provided a quorum is present. As a
result, votes that are withheld will not be counted and will have no effect.
In voting by proxy with regard to the election of directors, stockholders may
vote in favor of all nominees, withhold their votes as to all nominees or
withhold their votes as to specific nominees.
Under the rules of the New York and American Stock Exchanges (the
"Exchanges") that govern most domestic stock brokerage firms, member firms
that hold shares in street name for beneficial owners may, to the extent that
such beneficial owners do not furnish voting instructions with respect to any
or all proposals submitted for stockholder action, vote in their discretion
upon proposals which are considered "discretionary" proposals under the rules
of the Exchanges. Member brokerage firms that have received no instructions
from their clients as to "non-discretionary" proposals do not have discretion
to vote on these proposals. Such "broker non-votes" will not be considered
in determining whether a quorum exists at the Annual Meeting and will not be
considered as votes cast in determining the outcome of any proposal.
As of July 14, 1995 (the record date for the Annual Meeting), the
directors and executive officers of the Company owned or controlled
approximately 3,663,071 shares of Common Stock of the Company, constituting
1
approximately 44.4% of the outstanding Common Stock. The Company believes
that the holders of more than a majority of the Common Stock outstanding on
the record date will vote all of their shares of Common Stock in favor of the
election of the director nominees and, therefore, that the presence of a
quorum and the election of the director nominees is reasonably assured.
PROXIES
All properly executed proxy cards delivered pursuant to this solicitation
in time to be voted at the Annual Meeting and not revoked will be voted at the
Annual Meeting in accordance with the directions given. Stockholders should
specify their choices with regard to the election of director nominees on the
enclosed proxy card. If no specific instructions are given, the shares
represented by a signed proxy card will be voted "FOR" the election of each
nominee named in Proposal 1 as set forth on the Proxy card. The Board of
Directors of the Company does not know of any other business to be brought
before the Annual Meeting. However, if any other matters properly come before
the Annual Meeting, the persons named as proxies will vote upon such matters
according to their judgment.
All proxy cards delivered pursuant to this solicitation are revocable at
any time before they are voted, at the option of the persons executing them,
by giving written notice to the Secretary of the Company, by delivering a
later dated proxy card or by voting in person at the Annual Meeting.
In addition to soliciting proxies through the mail, the Company may
solicit proxies through its directors, officers and employees, in person and
by telephone. Brokerage firms, nominees, custodians and fiduciaries also may
be requested to forward proxy materials to the beneficial owners of shares of
Common Stock held by them. All expenses incurred in connection with the
solicitation of proxies will be borne by the Company.
PRINCIPAL STOCKHOLDERS
The following table sets forth information as of July 1, 1995, regarding
the ownership of the Company's Common Stock by each person known to the
Company to be the beneficial owner of more than 5% of the Company's Common
Stock, each executive officer named in the Summary Compensation Table, each
director and director nominee, and all directors and officers of the Company
as a group. The Company believes that each person named has sole investment
and voting power with regard to the shares shown except as otherwise noted.
SHARES BENEFICIALLY PERCENT OF
BENEFICIAL OWNER ADDRESS OWNED(1) CLASS
- ----------------------------- ----------------------- ------------------- -----------
Scherer Healthcare, Inc. 2859 Paces Ferry Road 12,382,133(2) 71.59%
PRINCIPAL STOCKHOLDER Suite 300
Atlanta, Georgia 30339
Robert P. Scherer, Jr. 2859 Paces Ferry Road 12,382,133(3) 71.59%
CHAIRMAN OF THE BOARD, CHIEF Suite 300
EXECUTIVE OFFICER AND Atlanta, Georgia 30339
PRINCIPAL STOCKHOLDER
William J. Thompson 2859 Paces Ferry Road 12,407,133(4) 71.63%
PRESIDENT, CHIEF OPERATING Suite 300
OFFICER AND DIRECTOR Atlanta, Georgia 30339
2
SHARES BENEFICIALLY PERCENT OF
BENEFICIAL OWNER ADDRESS OWNED(1) CLASS
- ----------------------------- ----------------------- ------------------- -----------
Charles R. Atkins III 0 (7)
DIRECTOR
Stephen A. Lukas, Sr. 0 (7)
DIRECTOR
Kenneth H. Robertson 1,000 (7)
DIRECTOR
Jack L. York 353,738 (5) 4.28%
DIRECTOR
Charles M. Obermeyer 0 (7)
FORMER PRESIDENT, CHIEF
EXECUTIVE OFFICER AND
DIRECTOR
James E. Brands 0 (7)
PREVIOUS CHAIRMAN OF THE
BOARD, CHIEF EXECUTIVE
OFFICER AND DIRECTOR
All current directors and 12,761,871 (6) 73.57%
officers as a group
(6 persons)
<FN>
________________________
(1) The stock ownership information shown has been furnished to the Company by the named person and
members of the group or obtained from information filed with the Securities and Exchange Commission.
Beneficial ownership as reported in the table has been determined in accordance with applicable federal
regulations and includes shares of Common Stock as to which a person possesses sole or shared voting and/or
investment power and shares which may be acquired within 60 days upon the exercise of outstanding stock
options, warrants and convertible securities. Certain outstanding shares may be deemed to be beneficially
owned by more than one person.
(2) The shares shown include 6,580,000 shares issuable upon exercise of outstanding Common Stock purchase warrants
and 2,468,800 shares issuable pursuant to the terms of outstanding 8% convertible notes.
(3) The shares shown consist of the shares beneficially owned by Scherer Healthcare, Inc. See Note (2) above.
Mr. Scherer is deemed to beneficially own such shares by virtue of his position as Chairman of the Board, Chief
Executive Officer and controlling stockholder of Scherer Healthcare, Inc.
(4) The shares shown include 12,382,133 shares that are beneficially owned by Scherer Healthcare, Inc. See
Note (2) above. Mr. Thompson is deemed to beneficially own such shares by virtue of his position as a
3
director and President of Scherer Healthcare, Inc. The shares shown also include 25,000 shares issuable upon
exercise of outstanding stock options.
(5) The shares shown include 25,000 shares issuable upon exercise of outstanding stock options.
(6) The shares shown include 6,580,000 shares issuable upon exercise of outstanding Common Stock purchase warrants and
2,468,800 shares issuable upon conversion of outstanding 8% convertible notes. See Notes (2), (3), and (4) above.
(7) Represents less than one percent.
PROPOSAL 1
ELECTION OF DIRECTORS
NOMINEES
The Bylaws of the Company provide that the Board of Directors shall
consist of such number of members between three and eleven as the Board of
Directors may determine from time to time. The Board of Directors has set the
number of directors of the Company at six. The Board of Directors has
nominated the six persons set forth below to serve as directors until the next
Annual Meeting of Stockholders and until their successors are duly elected and
qualified. Each of the nominees is a current director of the Company and has
consented to serve, if re-elected. If any nominee should be unavailable to
serve for any reason (which is not anticipated), the Board of Directors may
designate a substitute nominee or nominees (in which case the persons named as
proxies on the enclosed proxy card will vote all valid proxy cards for the
election of such substitute nominee or nominees), allow the vacancy or
vacancies to remain open until a suitable candidate or candidates are located,
or by resolution provide for a lesser number of directors. Information
regarding the nominees is set forth below.
Pursuant to the Omnibus Agreements dated April 12, 1993, by and between
Scherer Healthcare, Inc. and Marquest Medical Products, Inc., Scherer
Healthcare, Inc. has the right to designate at least 51% of the nominees for
election to the Board of Directors of the Company. Scherer Healthcare, Inc.
has designated Robert P. Scherer, Jr., Stephen A. Lukas, Sr., Kenneth H.
Robertson and William J. Thompson as nominees for election as directors of
the Company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
"FOR" THE PROPOSAL TO ELECT CHARLES R. ATKINS III, STEPHEN A. LUKAS, SR.,
KENNETH H. ROBERTSON, ROBERT P. SCHERER, JR., WILLIAM J. THOMPSON AND JACK L.
YORK AS DIRECTORS OF THE COMPANY TO SERVE UNTIL THE NEXT ANNUAL MEETING OF
STOCKHOLDERS AND UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED.
INFORMATION REGARDING NOMINEES FOR DIRECTOR
Set forth below is certain information as of July 1, 1995 regarding the
six nominees for director, including their ages and principal occupations
(which have continued for at least the past five years unless otherwise noted).
CHARLES R. ATKINS III has been a Vice President of the Isolyser Company
since 1993. From 1987 until its sale in 1993 to the Isolyser Company, he was
President and a partner in Charles Atkins and Company, Ltd., a business which
produced and distributed surgical procedural trays, drapes, gowns, and other
disposable surgical products. He has been a director of the Company since
August 1994. Mr. Atkins is 53.
4
STEPHEN A. LUKAS, SR. has been President, Chief Executive Officer, and a
director of Goldcaps, Inc., a subsidiary of IVAX Corporation since 1992. Mr.
Lukas also serves as Vice President of IVAX Corporation, Business
Development. He was President and a director of Capsule Technology from its
formation in 1981 until his retirement in 1991. Mr. Lukas has been a
director of the Company since February 1995. Mr. Lukas also is a director of
Scherer Healthcare, Inc. He is 69.
KENNETH H. ROBERTSON has been Chairman of Conference-Call USA, Inc. and Vice
President of Business Development of Dial Services Ltd (communications
companies) since 1988. He has also been the Managing Partner of Print
Marketing Concepts, a communications company, since 1984, and the principal
owner and developer of a self-storage warehouse and business incubator
operation since 1977. Mr. Robertson has been a director of the Company since
February, 1995. Mr. Robertson also is a director of Scherer Healthcare, Inc.
and served as its President from July 1981 to June 1983. He is 60.
ROBERT P. SCHERER, JR. has been Chairman of the Board and Chief Executive
Officer of the Company since February 1995. He has been the Chairman of the
Board and Chief Executive Officer of Scherer Healthcare, Inc. since February
1995 and a director since 1977. Mr. Scherer is also the controlling
stockholder and a director and executive officer of RPS Investments, Inc. and
certain affiliated entities. RPS Investments, Inc. and its affiliates
beneficially own a majority of the common stock of Scherer Healthcare, Inc.
He was Chairman of the Board, Chief Executive Officer and a director of
Scherer-Storz, Inc. from its formation in January 1980 until its sale in June
1986 to American Cyanamid Company. Mr. Scherer is also a director of IRT
Corporation, which filed a petition under Chapter 11 of the federal
bankruptcy laws in 1983. He is 62.
WILLIAM J. THOMPSON has been the Vice Chairman and Chief Operating Officer of
the Company since April 1994 and President since February 1995. He has also
been President and Chief Operating Officer and a director of Scherer
Healthcare, Inc. since 1984. He has been a Director of the Company since
August 1993. Mr. Thompson is 61.
JACK L. YORK has been President of Angel of Mercy, Inc., an ambulance service
business, since 1974 and President of Shelbourne, Wallace, York, Inc., a
construction company, since 1993. He was President of York Medical Supply, a
wholly-owned subsidiary of the Company until it was sold in February 1992.
Mr. York became a Director of the Company in 1988, resigned in April 1993 and
was reelected in June 1993. He is 50.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors conducts its business through meetings of the
Board and through its committees. In accordance with the Bylaws of the
Company, the Board of Directors has established a Compensation Committee and
an Audit Committee. The Board of Directors had an Executive Committee until
its dissolution in February 1995. During the fiscal year ended April 1,
1995, the Board of Directors met eight times, the Executive Committee did not
meet, the Compensation Committee met twice, and the Audit Committee met
jointly with the Board of Directors eight times. No director attended less
than 75% of all meetings of the Board or Committee on which such director
served.
Prior to its dissolution, the Executive Committee, during intervals
between meetings of the Board, had authority to exercise the powers of the
Board of Directors except with regard to a limited number of matters which
included amending the Certificate of Incorporation or Bylaws of the Company,
declaring a dividend or authorizing the issuance of capital stock of the
Company, adopting an agreement of merger or consolidation on behalf of the
Company, and recommending to the stockholders of the Company a sale of
substantially all of the
5
assets of the Company or the dissolution of the Company. Actions of the
Executive Committee were submitted for review and ratification by the full
Board.
The Compensation Committee is responsible for recommending to the Board
of Directors the compensation of the officers of the Company, administering
employee benefit plans and reviewing the compensation of employees of the
Company. The Compensation Committee is comprised of William J. Thompson,
Stephen A. Lukas, Sr., and Jack L. York.
The Audit Committee is responsible for reviewing the adequacy of the
Company's system of internal financial controls, recommending to the Board of
Directors the appointment of independent auditors and evaluating their
proposed audit scope, performance and fee arrangement, conducting a
post-audit review of the Company's financial statements and audit findings in
advance of publication, and reviewing in advance proposed changes in the
Company's accounting methods. The committee is comprised of all members of
the Board of Directors.
Executive officers of the Company and of Scherer Healthcare, Inc. who
serve on the Board of Directors of the Company do not receive compensation
for Board or committee participation but are reimbursed for expenses
incurred. Other Directors receive a $5,000 annual retainer, $500 for each
Board meeting attended, $250 for each telephonic meeting and $250 for each
committee meeting attended. Mr. York has received the right to 25,000
restricted shares of the Common Stock of the Company which vest after three
years of Board service subsequent to August 1, 1993. Expenses of travel to
meetings are reimbursed by the Company.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, and
regulations of the Securities and Exchange Commission ("SEC") thereunder,
require the Company's executive officers, directors and persons who own more
than ten percent of the Company's Common Stock, as well as affiliates of such
persons, to file reports of ownership and changes in ownership of the Company's
stock with the SEC and National Association of Securities Dealers, Inc.
Executive officers, directors and persons owning more than ten percent of the
Company's Common Stock are required by SEC regulations to furnish the Company
with copies of all Section 16(a) reports that they file.
Based solely upon a review of the copies of such reports and written
representations that no other reports were required for such persons, the
Company believes that during the fiscal year ended April 1, 1995, its
executive officers, directors and persons owning more than ten percent of the
Company's stock complied with all applicable Section 16(a) filing
requirements.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table summarizes the compensation paid or accrued during
the three fiscal years ended April 1, 1995, to all individuals serving as the
Company's Chief Executive Officer during Fiscal 1995 and each of the other
executive officers of the Company whose compensation during Fiscal 1995
exceeded $100,000.
6
SUMMARY COMPENSATION TABLE
Long Term
Compensation Awards
--------------------------------
ANNUAL COMPENSATION SECURITIES
NAME AND -------------------------------------- OTHER ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) OPTIONS(#) COMPENSATION($)
- ------------------------- ------ ------------- ------------ --------------------------------------- -----------------
Charles M. Obermeyer (1) 1995 23,101 -- -- -- --
Former President, Chief 1994 127,997 -- -- 50,000 --
Executive Officer and 1993 32,492 -- -- 30,000 --
Director
James E. Brands (2) 1995 -- -- -- -- --
Previous Chairman of the 1994 -- -- -- 25,000 --
Board and Chief Executive 1993 -- -- -- -- --
Officer
Robert P. Scherer, Jr. (3) 1995 -- -- -- -- --
Chairman of the Board and 1994 -- -- -- -- --
Chief Executive Officer 1993 -- -- -- -- --
William J. Thompson (4) 1995 -- -- -- -- --
President and a Director 1994 -- -- -- 25,000 --
1993 -- -- -- -- --
<FN>
(1) Mr. Obermeyer was elected President and Chief Executive Officer of the Company on May 6, 1993. He was employed on December
22, 1992, as Senior Vice President - Finance and Administration, with a base salary of $120,000 (subject to adjustment for
cost of living and scope of duties) and with a bonus opportunity based upon achievement of reasonable goals related to
improving the Company's business, to be determined during the fiscal year commencing April 3, 1993. Mr. Obermeyer was granted
an option to purchase 30,000 shares of Common Stock of the Company on February 3, 1993, at an exercise price of $3-15/16 per
share. On June 11, 1993, the option was surrendered and replaced by an option to purchase 50,000 shares at $2.00 per share,
the fair market value on the date of grant. On August 26, 1993, his compensation was increased to an annual rate of $155,000
plus a discretionary bonus to be determined by the Compensation Committee. On April 4, 1994, Mr. Obermeyer resigned from all
of his positions with the Company.
(2) Mr. Brands resigned from all of his positions with the Company on February 24, 1995. Mr. Brands did not receive salary or
bonus compensation from the Company during Fiscal 1995. However, the Company accrued approximately $304,000 during Fiscal 1995
payable to Scherer Healthcare, Inc. for management services, including the services of Mr. Brands. Mr. Brands was Vice
Chairman of the Board, Chief Financial Officer and a director of Scherer Healthcare, Inc., until his resignation from such
positions on February 24, 1995. See "Related Party Transactions."
(3) Mr. Scherer receives no salary or bonus compensation from the Company. Mr. Scherer also serves as Chairman of the Board and
Chief Executive Officer of Scherer Healthcare, Inc. The Company accrued approximately $304,000 during Fiscal 1995 payable to
Scherer Healthcare, Inc. for management services,
7
including the services of Mr. Scherer. Mr. Scherer devotes a substantial portion of his professional time to matters other
than the Company. See "Related Party Transactions."
(4) Mr. Thompson receives no salary or bonus compensation from the Company, but is compensated as President, Chief Operating
Officer and a director of Scherer Healthcare, Inc., an affiliate of the Company. The Company accrued approximately $304,000
during Fiscal 1995 payable to Scherer Healthcare, Inc. for management services, including the services of Mr. Thompson. Mr.
Thompson devoted approximately 45% of his professional time to the Company prior to becoming President in February 1995, and
substantially all of his professional time to the Company since that time. See "Related Party Transactions."
AGGREGATED OPTION EXERCISES IN FISCAL 1995 AND FISCAL YEAR END VALUES
During Fiscal 1995, there were no stock options granted to the executive
officers named in the Summary Compensation Table and no stock options were
exercised. The table sets forth information as of April 1, 1995 with respect
to (i) the number of shares covered by options (both exercisable and
unexercisable) and (ii) the respective value for "in-the-money" options which
represents the positive spread between the exercise price of existing options
and the fair market value of the Company's Common Stock at April 1, 1995.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
# SHARES FISCAL YEAR END(#) AT FISCAL YEAR END ($)
ACQUIRED VALUE -----------------------------------------------------------------
NAME ON EXERCISE REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------- ------------- ------------- ------------- --------------- ------------- ---------------
Charles M. Obermeyer -- -- -- -- -- --
James E. Brands -- -- 16,666 -- -- --
Robert P. Scherer, Jr. -- -- -- -- -- --
William J. Thompson -- -- 25,000 -- -- --
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
During the fiscal year ended April 1, 1995, the Compensation Committee
met twice. From April 3, 1994 until February 24, 1995, the Compensation
Committee was comprised of James E. Brands, Robert D. Tucker and William J.
Thompson. Mr. Brands was an executive officer of the Company until February
24, 1995 and Mr. Thompson is an executive officer of the Company. Neither
officer was compensated by the Company. Since February 24, 1995, the
Compensation Committee has been comprised of William J. Thompson, Jack L.
York and Stephen Lukas, Sr. The Committee approves the compensation plans of
executive officers paid by the Company and, on an annual basis, determines
their compensation. The Committee is responsible for the granting and
administration of stock options.
The Compensation Committee has furnished the following report for Fiscal
1995.
8
COMPENSATION PHILOSOPHY
The objectives of the Company's executive compensation program are to
provide a level of compensation which will attract, retain, and motivate
executives capable of achieving long-term success for the Company's
stockholders in terms of increasing Company and stockholder value.
EXECUTIVE OFFICER COMPENSATION
There are three main components of the executive compensation program:
(i) base salary; (ii) potential annual cash bonus; and (iii) periodic awards
of stock options or other equity participation to encourage achievement over
time and to align executive officer and stockholder interests. Executive
officers are eligible for the same benefits, including group health, life, and
disability insurance and participation in the Company's 401(k) Employee Savings
Plan as are available generally to all Company employees. No perquisites are
provided to executive officers.
ANNUAL SALARY. The Compensation Committee determined the salary of the
executive officers with the objective of assuring that salary levels are
competitive, considering duties and responsibilities of the officers and
their impact upon the operations and the growth in value of the Company. The
level of equity or potential equity participation in the Company is
considered in establishing compensation levels. Because of the recent status
of the Company's business and finances, executive officer compensation levels
primarily address competitive amounts required to attract and retain
experienced executives capable of leading the Company.
INCENTIVE COMPENSATION. Incentive compensation generally is provided on
an annual basis. Bonus awards are normally determined taking into account
activities and accomplishments during the fiscal year. Incentive
compensation was not provided for the last fiscal year.
STOCK OPTION AWARDS. Stock options are granted to executive officers
and to other employees on a periodic basis, with vesting typically over
several years. Awards are made at a level which is considered to provide a
meaningful incentive to the executive officers.
CHIEF EXECUTIVE OFFICER COMPENSATION
Charles M. Obermeyer served as the President and Chief Executive Officer
from May 1993 until April 4, 1994. As Senior Vice President - Finance and
Administration, Mr. Obermeyer's base compensation had been $120,000 per year
plus a bonus opportunity based upon goals which had not been specified. He
remained at that compensation level until the end of August 1993 when the Board
of Directors approved a new base compensation level of $155,000 per year plus
a bonus opportunity to be determined by the Compensation Committee of up to 50
percent of base compensation. Mr. Obermeyer resigned as President and Chief
Executive Officer on April 4, 1995 and the Compensation Committee did not
grant a bonus.
James E. Brands served as Chief Executive Officer following the
resignation of Mr. Obermeyer through February 24, 1995. On February 24, 1995,
Mr. Brands resigned as Chief Executive Officer and Robert P. Scherer, Jr. was
elected to that position. Neither Mr. Brands nor Mr. Scherer receive any
compensation from the Company. See "Related Party Transactions."
Compensation Committee
William J. Thompson
Jack L. York
Stephen Lukas, Sr.
9
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
William J. Thompson has been the Chief Operating Officer of the Company
since April 1994 and President and Chief Operating Officer since February
1995. Mr. Thompson has served as a member of the Compensation Committee
since August 1993. James E. Brands was the Chairman of the Board of the
Company since April 1993 and Chairman of the Board and Chief Executive
Officer of the Company from April 1994 until his resignation in February
1995. Mr. Brands served on the Compensation Committee from August 1993 until
February 1995. During Fiscal 1995, Mr. Thompson was compensated by Scherer
Healthcare, Inc. and did not receive any direct cash compensation from the
Company. Until his resignation, Mr. Brands was compensated by an affiliate
of Scherer Healthcare, Inc. and did not receive any direct cash compensation
from the Company. See "Related Party Transactions" below.
RELATED PARTY TRANSACTIONS
In April 1993, the Company sold its Arterial Blood Gas ("ABG") product
line to Scherer Healthcare, Inc. ("Scherer"). Scherer leases the ABG line
back to the Company in return for which the Company pays a royalty to Scherer
of 3.25% of the Company's net sales of ABG products. During fiscal years
1995 and 1994, these royalties totaled $287,000 and $262,000, respectively.
During fiscal year 1994, the Company acquired approximately $4,352,000
of 5% cumulative convertible preferred stock of Scherer in exchange for an 8%
note, maturing on March 31, 1999. The note is convertible, in whole or in
part, into Marquest Common Stock at a value of $0.75 per share. During
fiscal years 1995 and 1994, the Company expensed approximately $180,000 and
$263,000, respectively, of interest related to the Company's note payable to
Scherer. In May 1994, Scherer converted $2,500,000 of the principal balance
of the 8% note into 3,333,333 shares of the Company's Common Stock.
On June 15, 1994, the Company entered into a Management Services
Agreement with Scherer whereby Scherer provides certain management services,
including financial, administrative and marketing services to the Company.
The Company accrued to Scherer approximately $29,000 per month, beginning in
June 1994 through March 1995. A portion of the services provided by Scherer
pursuant to the agreement includes the services of James E. Brands as Chief
Executive Officer (from April 4, 1994 through February 24, 1995), William J.
Thompson as President (since February 20, 1995) and Chief Operating Officer
and Robert P. Scherer, Jr. as Chief Executive Officer (since February 24,
1995), in addition to other specific administrative and management services
performed by Scherer. The Company expensed $304,000 in fiscal year 1995
related to the Management Services Agreement.
10
SHAREHOLDERS RETURN PERFORMANCE GRAPH
The following performance graph compares the performance of the
Company's Common Stock to the Nasdaq Stock Market Total Return Index and the
Nasdaq Health Services Stock Index. The graph assumes that the value of the
investment in the Company's Common Stock and each index was $100 at March 31,
1990. The shareholder return reflected below for the five-year historical
period may not be indicative of future performance.
1990 1991 1992 1993 1994 1995
Marquest Medical ........................100 96 130 23 30 5
Nasdaq Stock Market (US).................100 114 146 167 180 202
Nasdaq Health Services...................100 186 253 248 326 372
COMPARISON OF CUMULATIVE FIVE-YEAR SHAREHOLDER RETURN
[GRAPH]
INDEPENDENT AUDITORS
The Board of Directors of the Company anticipates appointing the firm of
Arthur Andersen LLP to serve as independent auditors of the Company for the
fiscal year ending March 30, 1996. Arthur Andersen LLP has served as
independent auditors for the Company since 1985 and is considered by the
management of the Company to be well qualified. Representatives of Arthur
Andersen LLP will be present at the Annual Meeting.
11
STOCKHOLDERS' PROPOSALS FOR 1996 ANNUAL MEETING
Proposals of stockholders intended to be presented at the 1996 Annual
Meeting of Stockholders should be submitted by certified mail, return receipt
requested, and must be received by the Company at its headquarters in
Englewood, Colorado on or before March 31, 1996, to be eligible for inclusion
in the Company's proxy materials and to be voted upon at that meeting.
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING
The Board of Directors of the Company knows of no matters other than
that referred to in the accompanying Notice of Annual Meeting of Stockholders
which properly may come before the Annual Meeting. However, if any other
matter should be properly presented for consideration and voting at the
Annual Meeting or any adjournments thereof, it is the intention of the
persons named as proxies on the enclosed form of proxy card to vote the proxy
cards in accordance with their judgment of what is in the best interest of
the Company.
By Order of the Board of Directors
/s/ Margaret Von der Schmidt
MARGARET E. VON DER SCHMIDT
SECRETARY
Englewood, Colorado
July 28, 1995
The Company's 1995 Annual Report, which includes audited financial
statements, has been mailed to all stockholders of the Company with these
proxy materials. The Annual Report does not form any part of the material
for the solicitation of proxies.
IMPORTANT
IN ORDER TO ASSURE THE PRESENCE OF A QUORUM OF STOCKHOLDERS AT THE
ANNUAL MEETING, PLEASE SIGN AND MAIL THE ENCLOSED PROXY CARD PROMPTLY.
PLEASE SIGN (DO NOT PRINT) NAME EXACTLY AS IT APPEARS ON THE ENCLOSED PROXY.
WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE INCLUDE YOUR FULL TITLE. PLEASE HAVE AN AUTHORIZED OFFICER WHOSE
TITLE IS INDICATED SIGN FOR CORPORATIONS, CHARITABLE INSTITUTIONS, AND
GOVERNMENTAL UNITS. FOR PARTNERSHIPS, PLEASE HAVE A PARTNER SIGN AND
INDICATE PARTNERSHIP STATUS.
12
REVOCABLE PROXY COMMON STOCK
MARQUEST MEDICAL PRODUCTS, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE
1995 ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints William L. Floyd and Margaret Von der
Schmidt, and each of them, proxies, with full power of substitution, to act
for and in the name of the undersigned to vote all shares of Common Stock of
Marquest Medical Products, Inc. (the "Company") which the undersigned is
entitled to vote at the 1995 Annual Meeting of Stockholders of the Company,
to be held in the second floor Boardroom, Overlook II Building, 2839 Paces
Ferry Road, Atlanta, Georgia, on Thursday, August 24, 1995, at 10:00 a.m.,
Eastern Daylight Time, and at any and all adjournments thereof, as indicated
below.
(CONTINUED, AND TO BE SIGNED AND DATED, ON THE REVERSE SIDE)
FOLD AND DETACH HERE
I plan to attend
the meeting.
/ /
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE BELOW-LISTED PROPOSAL
1. Elect as directors the six nominees listed below to serve until the 1996
Annual Meeting of Stockholders and until their successors are elected and
qualified (except as marked to the contrary below):
FOR ALL NOMINEES listed below WITHHOLD AUTHORITY to vote for all
(except as marked to the nominees listed below.
contrary below).
/ / / /
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.
Charles R. Atkins III, Stephen Lukas, Sr., Kenneth II Robertson, Robert P.
Scherer, Jr., William J. Thompson and Jack L. York
2. In their discretion, the proxies are authorized to vote upon such other
business as properly may come before the Annual Meeting and any and all
adjournments thereof.
This proxy card will be voted as directed. If no instructions are
specified, this proxy card will be voted "FOR" the proposal listed on the
reverse side of this proxy card. If any other business is presented at the
Annual Meeting, this proxy card will be voted by the proxies in their best
judgement. At the present time, the Board of Directors knows of no other
business to be presented at the Annual Meeting.
The undersigned may elect to withdraw this proxy card at any time prior
to its use by giving written notice to the Secretary of the Company, by
executing and delivering to the Secretary a duly executed proxy card bearing
a later date, or by appearing at the Annual Meeting and voting in person.
- ---------------------------------------------------------
Signature
- ---------------------------------------------------------
Signature, if shares held jointly
Date: ___________________________________________________
Please mark, date and sign exactly as your name appears on this proxy card.
When shares are held jointly, both holders should sign. When signing as
attorney, executor, administrator, trustee, guardian or custodian, please
give your full title. If the holder is a corporation or a partnership, the
full corporate or partnership name should be signed by a duly authorized
officer.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY CARD IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
FOLD AND DETACH HERE