SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Soliciting Material Under Rule
[_] Confidential, For Use of the 14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
Bio-Reference Laboratories, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
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1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
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to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
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previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
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BIO-REFERENCE LABORATORIES, INC.
481 EDWARD H. ROSS DRIVE
ELMWOOD PARK, NEW JERSEY 07407
201-791-2600
---------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JULY 15, 2004
---------------
The annual meeting of the stockholders of Bio-Reference Laboratories, Inc.
(the "Company") will be held at the Sheraton Crossroads Hotel, Crossroads
Corporate Center, Route 17 North, Mahwah, New Jersey 07495-0001, on Thursday,
July 15, 2004 at 9:00 A.M. local time, for the purpose of considering and acting
on the following matters:
1. Election of two directors to the Company's Board of Directors, each to
serve for a term of three years and until his successor is duly
elected and qualified (Proposal One).
2. Such other business as may properly be brought before the meeting or
any adjournment thereof.
Pursuant to the provisions of the By-Laws, the Board of Directors has fixed
the close of business on Friday, June 4, 2004 as the record date for determining
the stockholders of the Company entitled to notice of, and to vote at the
meeting or any adjournment thereof.
Stockholders who do not expect to be present in person at the meeting are
urged to date and sign the enclosed proxy and promptly mail it in the
accompanying postage-paid envelope.
By Order of the Board of Directors
Marc D. Grodman
PRESIDENT
Dated: June 4, 2004
PLEASE COMPLETE AND PROMPTLY RETURN YOUR PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. THIS WILL NOT PREVENT YOU FROM VOTING IN PERSON AT THE
MEETING BUT WILL, HOWEVER, HELP TO ASSURE A QUORUM AND AVOID ADDED PROXY
SOLICITATION COSTS.
BIO-REFERENCE LABORATORIES, INC.
481 EDWARD H. ROSS DRIVE
ELMWOOD PARK, NEW JERSEY 07407
201-791-2600
---------------
PROXY STATEMENT
---------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 15, 2004
---------------
This Proxy Statement of Bio-Reference Laboratories, Inc., a New Jersey
corporation (the "Company") is first being mailed to Stockholders on or about
June 9, 2004 in connection with the solicitation of proxies by the Company's
Board of Directors to be used at the Annual Meeting of Stockholders of the
Company to be held on Thursday, July 15, 2004 at 9:00 A.M. (local time) at the
Sheraton Crossroads Hotel, Crossroads Corporate Center, Route 17 North, Mahwah,
New Jersey 07495-0001. Accompanying this Proxy Statement is a Notice of Annual
Meeting of Stockholders, a form of Proxy for the meeting and a copy of the
Company's 2003 Annual Report containing financial statements and related data.
All proxies which are properly filled in, signed and returned to the
Company prior to or at the Meeting will be voted in accordance with the
instructions thereon. A proxy may be revoked by any stockholder giving the same
prior to the exercise thereof by (a) written notice addressed to the Company's
Chief Information Officer and delivered to the Company's principal offices prior
to the commencement of the Meeting, (b) providing a signed proxy bearing a later
date, or (c) appearing in person and voting at the Meeting. The Company intends
to vote executed but unmarked proxies in favor of Proposal One. The Board has
fixed the close of business on Friday, June 4, 2004 as the record date for the
determination of stockholders who are entitled to notice of, and to vote at the
meeting or any adjournment thereof.
The expenses of preparing, assembling, printing and mailing the form of
proxy and the material used in solicitation of proxies will be borne by the
Company. In addition to the solicitation of proxies by use of the mails, the
Company may utilize the services of some of its officers and regular employees
(who will receive no additional compensation therefore) to solicit proxies
personally, and by telephone. The Company has requested banks, brokers and other
custodians, nominees and fiduciaries to forward copies of the proxy material to
their principals and to request authority for the execution of proxies and will
reimburse such persons for their services in doing so. The cost of such
additional solicitation incurred otherwise than by use of the mails is estimated
not to exceed $10,000.
At the record date, the Company had 12,028,023 shares of its Common Stock,
$.01 par value (the "Common Stock") and 604,078 shares of its Series A Senior
Preferred Stock ("Series A Preferred Stock") outstanding, the holders of which
are each entitled to one vote per share. The presence in person or by proxy of
at least a majority of the outstanding Common Stock and Series A Preferred Stock
voting together as one class is necessary to constitute a quorum at the meeting.
Broker nonvotes (that is, proxies from brokers or nominees indicating that such
persons have not received instructions from the beneficial owners or other
persons entitled to vote shares on a particular matter as to which the broker or
nominee does not have discretionary authority) will be counted for purposes of
determining a quorum for the transaction of business at the Annual Meeting but
will not be considered as votes for purposes of determining the outcome of a
vote. Election of directors (Proposal One) requires the affirmative vote of a
majority of the votes cast on the Proposal by the holders of Common Stock and
Series A Preferred Stock voting together as one class, present in person or by
proxy at the meeting.
The following table sets forth information as of June 4, 2004 with respect
to the ownership of Common Stock by (i) each person known by the Company to be
the beneficial owner of more than 5% of its outstanding Common Stock, (ii) each
director of the Company, (iii) each executive officer of the Company, and (iv)
all directors and executive officers as a group. The percentages have been
calculated on the basis of treating as outstanding for a
particular holder, all shares of Common Stock outstanding on said date owned by
such holder and all shares of Common Stock issuable to such holder in the event
of exercise or conversion of outstanding options, warrants and convertible
securities including Series A Preferred Stock owned by such holder at said date
which are exercisable or convertible within 60 days of such date.
NAME AND ADDRESS OF
BENEFICIAL OWNER
- ------------------- SHARES OF
DIRECTORS AND COMMON STOCK PERCENTAGE
EXECUTIVE OFFICERS* BENEFICIALLY OWNED (1) OWNERSHIP
- ------------------- ---------------------- ----------
Marc D. Grodman(2) ................... 1,672,846 13%
Howard Dubinett(3) ................... 481,001 4%
Sam Singer(4) ........................ 331,667 3%
Harry Elias .......................... -0- --
Gary Lederman(5) ..................... 37,200 --
John Roglieri(6) ..................... 52,000 --
Executive Officers ................... 2,574,714 20%
and Directors as a group
(six persons)(2)(3)(4)(5)(6)
OTHER GREATER THAN 5%
BENEFICIAL OWNER
- ------------------
Morton L. Topfer(7) .................. 691,353 6%
c/o Castletop Investments
5000 Plaza on the Lake, Suite 210
Austin, TX 78746
- ----------------
* The address of all of the Company's directors and executive officers is
c/o the Company, 481 Edward H. Ross Drive, Elmwood Park, New Jersey 07407.
(1) Except as otherwise noted, each holder named in the table has sole voting
and investment power with respect to all shares of Common Stock shown as
beneficially owned.
(2) Includes 895,101 shares owned directly, 549,678 shares issuable upon
conversion of Series A Preferred Stock and 4,000 shares issuable upon
exercise of options. Also includes 121,667 shares owned directly and
54,400 shares issuable upon conversion of Series A Preferred Stock owned
by Dr. Grodman's wife, Pam Grodman, and 48,000 shares owned by their minor
children. Dr. Grodman disclaims beneficial ownership of these 224,067
shares.
(3) Includes 463,667 shares owned directly, and 17,334 shares issuable upon
exercise of options. In lieu of an outright sale, on March 30, 2004, Mr.
Dubinett entered into a pre-paid variable forward sales contract ("Forward
Contract") with Bear Stearns Bank plc ("Bear Stearns"). Pursuant to the
Forward Contract, Mr. Dubinett pledged 100,000 of his shares of Common
Stock to secure his obligation to deliver a maximum 100,000 shares of
Common Stock to Bear Stearns on March 30, 2006 (the "Settlement Date").
Mr. Dubinett received a prepayment from Bear Stearns for his pledge of the
100,000 shares. On the Settlement Date, Mr. Dubinett will be obligated to
deliver a variable number of shares to Bear Stearns based on the price of
the Common Stock on the Settlement Date, up to a maximum 100,000 shares.
Until the Settlement Date, Mr. Dubinett is deemed the beneficial owner of
the pledged shares.
(4) Includes 321,667 shares owned directly, 4,000 shares issuable upon
exercise of options and 6,000 shares owned by children who share Mr.
Singer's household. Mr. Singer disclaims beneficial ownership of these
6,000 shares.
(5) Includes 25,200 shares owned directly and 12,000 shares issuable upon
exercise of options.
(6) Includes 40,000 shares owned directly and 12,000 shares issuable upon
exercise of options.
(7) These 691,353 shares are owned individually by Mr. Topfer or by Castletop
Capital Management, LP of which he is the Managing Director.
2
The Company's executive officers and directors and members of their
immediate families owning and having the right to vote an aggregate 2,525,380
shares (20%) of the Company's outstanding Common Stock and Series A Preferred
Stock on a combined basis have stated their intention to vote their shares FOR
the nominees for election as directors (Proposal One).
ACTION TO BE TAKEN AT THE MEETING
ELECTION OF DIRECTORS
(PROPOSAL ONE)
The number of directors on the Company's Board of Directors is currently
fixed at six. The Company's Certificate of Incorporation divides the Board of
Directors into three classes. The members of each class of directors serve for
staggered three-year terms. The Board is comprised of two Class I directors (Dr.
Grodman and Mr. Dubinett), two Class II directors (Mr. Singer and Mr. Elias) and
two Class III directors (Mr. Lederman and Dr. Roglieri), whose terms expire upon
the election and qualification of their successors at successive Annual Meetings
to be held in 2004, 2005 and 2006 respectively. At each Annual Meeting of
Stockholders, two directors comprising one class are elected for a full term of
three years.
Dr. Grodman and Mr. Dubinett (current Class I directors) are being proposed
for re-election at this Annual Meeting of Stockholders, each to serve for a
three-year term and until his successor is elected and qualifies. The shares
represented by proxies will be voted in favor of the election as directors of
Dr. Grodman and Mr. Dubinett who are the nominees of the Board of Directors for
election, and authority to vote for their election as Class I directors shall be
deemed granted unless specifically withheld. Management has no reason to believe
that either or both of such nominees for the office of director will not be
available for election as a director. However, should either or both of them
become unwilling or unable to accept nomination for election, it is intended
that the individuals named in the enclosed proxy may vote for the election of
such other person or persons as the Board of Directors may recommend. The
Company does not have a Nominating Committee. During the twelve month period
ended October 31, 2003, the Company's Board of Directors held a total of four
meetings. Each member of the Board of Directors during fiscal 2003 attended at
least 75% of the meetings held by the Board of Directors and of the meetings
held by Committees of the Board of Directors on which such person served.
The following table sets forth certain information with respect to each of
the directors and executive officers of the Company.
NAME AGE POSITION
---- --- --------
Marc D. Grodman, M.D. ................. 53 Chairman of the Board, President, Chief
Executive Officer and Director
Howard Dubinett ....................... 53 Executive Vice President, Chief Operating Officer
and Director
Sam Singer ............................ 60 Vice President, Chief Financial Officer, Chief
Accounting Officer and Director
Harry Elias (a)(c) .................... 74 Director
Gary Lederman, Esq. (b)(c) ............ 70 Director
John Roglieri, M.D. (a)(d) ............ 64 Director
- ----------------
(a) Member of the Audit Committee
(b) Chairman of the Audit Committee
(c) Member of the Compensation Committee
(d) Chairman of the Compensation Committee
The Audit Committee is comprised of three non-employee members of the Board
of Directors, Gary Lederman (Chairman), John Roglieri and Harry Elias. The Board
of Directors deems each such individual as "independent" as defined by the rules
of the National Association of Securities Dealers. The Audit Committee met four
times
3
during fiscal year 2003. The Audit Committee confers with the Company's auditors
and reviews, evaluates and advises the Board of Directors concerning the
adequacy of the Company's accounting systems, its financial reporting practices,
the maintenance of its books and records and its internal controls. In addition,
the Audit Committee reviews the scope of the audit of the Company's financial
statements and the results thereof. See the Audit Committee Report herein. The
Board of Directors has determined that Gary Lederman is qualified to serve as
the Company's "audit committee financial expert" as defined in Item 401 (h) of
Regulation S-K promulgated by the SEC.
The Compensation Committee is comprised of three non-employee members of
the Board of Directors, John Roglieri (Chairman), Harry Elias and Gary Lederman.
The Compensation Committee met once during fiscal year 2003. The Compensation
Committee reviews salaries, cash bonuses and compensation plans for the
Company's executive officers and eligible employees and makes recommendations
concerning same to the Board of Directors.
The Company does not have an Executive Committee. Officers are elected by
and hold office at the discretion of the Board of Directors.
The Board of Directors has not established a standing nominating committee
because of the relatively small size of the Company. The Board of Directors
considers recommendations for director nominees from directors and members of
management. The Board of Directors is willing to consider stockholder
recommendations for director nominees which are forwarded and received in
accordance with applicable rules. The Board of Directors evaluates a prospective
nominee on the basis of his or her qualifications.
CODE OF ETHICS
The Company has adopted a Code of Ethics that applies to its executive
officers and to key financial and accounting personnel. The Company will, upon a
stockholder's written request to Investor Relations, clo the Company, furnish a
paper copy of the Code of Ethics.
The following is a brief account of the business experience of each
director including each nominee for director of the Company.
Marc D. Grodman, M.D. founded the Company in December 1981 and has been its
Chairman of the Board, President, Chief Executive Officer and a Director since
its formation. Dr. Grodman is an Assistant Professor of Clinical Medicine at
Columbia University's College of Physicians and Surgeons and Assistant Attending
Physician at Presbyterian Hospital, New York City. From 1980 to 1983, Dr.
Grodman attended the Kennedy School of Government at Harvard University and was
a Primary Care Clinical Fellow at Massachusetts General Hospital. From 1982 to
1984, he was a medical consultant to the Metal Trades Department of the AFL-CIO.
Dr. Grodman received a B.A. degree from the University of Pennsylvania in 1973
and an M.D. degree from Columbia University College of Physicians and Surgeons
in 1977. Except for his part time duties as Assistant Professor of Clinical
Medicine and Assistant Attending Physician at Columbia University and
Presbyterian Hospital and his rendering of medical services on a part time basis
to the Uniformed Firefighters Association of New York City, Dr. Grodman devotes
all of his working time to the business of the Company.
Howard Dubinett has been the Executive Vice-President and Chief Operating
Officer of the Company since its formation in 1981. He became a Director of the
Company in April 1986. Mr. Dubinett attended Rutgers University. Mr. Dubinett
devotes all of his working time to the business of the Company.
Sam Singer has been the Company's Vice President and Chief Financial
Officer since October 1987 and a Director since November 1989. He is responsible
for all of the Company's financial activities. Mr. Singer was the Controller for
Sycomm Systems Corporation, a data processing and management consulting company,
from 1981 to 1987, prior to joining the Company. He received a B.A. degree from
Strayer University and an M.B.A. from Rutgers University. Mr. Singer devotes all
of his working time to the business of the Company.
4
Harry Elias became a Director of the Company in March 2004. Mr. Elias
commenced his employment in sales and marketing with JVC Company of America
("JVC") in 1967, subsequently being appointed as JVC's Senior Vice President of
Sales and Marketing in 1983 and as Executive Vice President of Sales and
Marketing in 1990. In 1995, Mr. Elias was named as JVC's Chief Operating
Officer, a position he occupied until April 2003 when he resigned his positions
upon his appointment as JVC's "Honorable Chairman." JVC, a distributor of audio
and video products headquartered in Wayne, New Jersey is the wholly owned United
States subsidiary of Victor Company of Japan, a manufacturer of audio and video
products headquartered in Japan.
Gary Lederman, Esq. became a Director of the Company in May 1997. He
received his B.A. degree from Brooklyn College in 1954 and his J.D. degree from
NYU Law School in 1957. He was manager of Locals 370, 491 and 662 of the
U.F.C.W. International Union from 1961 to 1985. He is retired from the unions
and has been a lecturer at Queensboro Community College in the field of
insurance. He currently serves on an institutional review board for RTL, a
pharmaceutical drug testing laboratory.
John Roglieri, M.D. became a Director of the Company in September 1995. He
is an Assistant Professor of Clinical Medicine at Columbia University's College
of Physicians and Surgeons and an Assistant Attending Physician at Presbyterian
Hospital, New York City. Dr. Roglieri received a B.S. degree in Chemical
Engineering and a B.A. degree in Applied Sciences from Lehigh University in
1960, an M.D. degree from Harvard Medical School in 1966, and a Master's degree
from Columbia University School of Business in 1978. From 1969 until 1971, he
was a Senior Assistant Surgeon in the U.S. Public Health Service in Washington.
From 1971 until 1973 he was a Clinical and Research Fellow at Massachusetts
General Hospital. From 1973 until 1975, he was Director of the Robert Wood
Johnson Clinical Scholars program at Columbia University. In 1975 he was
appointed Vice-President, Ambulatory Services at Presbyterian Hospital, a
position which he held until 1980. Since 1980, he has maintained a private
practice of internal medicine at Columbia-Presbyterian Medical Center. From 1988
until 1992, he was also Director of the Employee Health Service at Presbyterian
Hospital. From 1992 through 1999, Dr. Roglieri was the Corporate Medical
Director of NYLCare, a managed care subsidiary of New York Life. Dr. Roglieri
was chief medical officer of Physician WebLink, a national physician practice
management company, from 1999 to 2000. Since 2001, he has been Medical Director
for New York Life Insurance Company in Manhattan. He is a member of advisory
boards to several pharmaceutical companies, a member of the Editorial Advisory
Board of the journals Managed Care and Seminars in Medical Practice, and is a
subject of biographical record in Who's Who in America.
There are no family relationships between or among any directors or
executive officers of Bio-Reference Laboratories. The Company's Certificate of
Incorporation provides for a staggered Board of Directors pursuant to which the
Board is divided into three classes of directors and the members of only one
class or one-third of the Board are elected each year to serve a three-year
term.
COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT
Based solely on a review of Forms 3 and 4 and any amendments thereto
furnished to the Company pursuant to Rule 16a-3(e) under the Securities Exchange
Act of 1934, or representations that no Forms 5 were required, the Company
believes that with respect to fiscal 2003, its officers, directors and
beneficial owners of more than 10% of its equity securities timely complied with
all applicable Section 16(a) filing requirements.
INFORMATION REGARDING EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation paid
or accrued by the Company during the year ended October 31, 2003 to its Chief
Executive Officer and its other executive officers who were serving as executive
officers of the Company on October 31, 2003. All of the Company's group life,
health, hospitalization or medical reimbursement plans, if any, do not
discriminate in scope, terms or operation in favor of the executive officers or
directors of the Company and are generally available to all salaried employees.
5
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------ --------------------------------------------
OTHER
YEAR ANNUAL RESTRICTED ALL OTHER
NAME AND ENDED COMPEN- STOCK OPTIONS LTIP COMPEN-
PRINCIPAL POSITION OCTOBER 31, SALARY BONUS SATION AWARDS (SARS) PAYOUTS SATION (A)
- ---------------------- ----------- -------- --------- ---------- ---------- -------- ------- -------------
Marc D. Grodman M.D. 2003 $499,750 $-0- $154,750 $-0- -0- $-0- $-0-
President and Chief 2002 $470,000 $-0- $125,000 $-0- 4,000 $-0- $-0-
Executive Officer 2001 $415,921 $-0- $125,000 $-0- -0- $-0- $-0-
Howard Dubinett 2003 $240,000 $-0- $ 21,800 $-0- -0- $-0- $-0-
Executive Vice 2002 $191,700 $-0- $ 60,000 $-0- 4,000 $-0- $-0-
President and Chief 2001 $182,004 $-0- $ 60,000 $-0- -0- $-0- $-0-
Operating Officer
Sam Singer
Vice President and 2003 $240,000 $-0- $ 9,600 $-0- -0- $-0- $-0-
Chief Financial and 2002 $180,300 $-0- $ 60,000 $-0- 4,000 $-0- $-0-
Accounting Officer 2001 $171,004 $-0- $ 60,000 $-0- -0- $-0- $-0-
- ----------------
(a) See "Split Dollar Insurance" herein concerning the Company's payment of
life insurance premiums pursuant to "split dollar" life insurance programs
for its three executive officers and the suspension of premium payments in
fiscal 2003.
EMPLOYMENT AGREEMENTS WITH EXECUTIVE OFFICERS
Dr. Grodman serves as President and Chief Executive Officer pursuant to a
seven-year employment agreement which expires on October 31, 2004. Dr. Grodman's
initial minimum annual compensation under the agreement ($395,000) has been
subject to increases based on increases in the Consumer Price Index as well as
to increases (including bonuses) at the discretion of the Compensation
Committee. The agreement provides (i) typical health insurance coverage and
$4,000,000 face amount of "split dollar" life insurance insuring Dr. Grodman's
life and payable to his estate (excluding benefits required to be paid to the
Company pursuant to the split dollar plan) (ii) the leasing of an automobile for
his use; (iii) participation in fringe benefit, bonus, pension, profit sharing,
and similar plans maintained for the Company's employees; (iv) disability
benefits; (v) certain termination benefits; and (vi) in the event of termination
due to a change in control of the Company, a severance payment equal to 2.99
times Dr. Grodman's average annual compensation during the preceding five years.
See "Split Dollar Insurance" herein as to the suspension of premium payments
with respect to Dr. Grodman's "split dollar" life insurance in fiscal 2003.
Mr. Dubinett serves as Executive Vice President and Chief Operating Officer
pursuant to a five-year employment agreement which was extended in fiscal 2002
for two additional years beyond its October 31, 2002 termination date. Mr.
Dubinett's minimum annual compensation under the extended agreement is equal to
his annual compensation in fiscal 2002 and is subject to increases based on
increases in the Consumer Price Index as well as to increases (including
bonuses) at the discretion of the Compensation Committee. The agreement provides
(i) typical health insurance coverage and $1,100,000 face amount of "split
dollar" life insurance insuring Mr. Dubinett's life and payable to his estate
(excluding benefits required to be paid to the Company pursuant to the split
dollar plan); (ii) the leasing of an automobile for his use; (iii) participation
in fringe benefit, bonus, pension, profit sharing, and similar plans maintained
for the Company's employees; (iv) disability benefits; (v) certain termination
benefits; and (vi) in the event of termination due to a change in control of the
Company, a severance payment equal to 2.99 times Mr. Dubinett's average annual
compensation during the preceding five years. The Company has the option to
extend the extension period of the employment agreement on the same terms and
conditions through October 31, 2007. See "Split Dollar Insurance" herein as to
the suspension of premium payments with respect to Mr. Dubinett's "split dollar"
life insurance in fiscal 2003.
6
Mr. Singer serves as Vice President and Chief Financial Officer pursuant to
a five-year employment agreement which was extended in fiscal 2002 for two
additional years beyond its October 31, 2002 termination date. Mr. Singer's
minimum annual compensation under the extended agreement is equal to his annual
compensation in fiscal 2002 and is subject to increases based on increases in
the Consumer Price Index as well as to increases (including bonuses) at the
discretion of the Compensation Committee. The agreement provides (i) typical
health insurance coverage and $800,000 face amount of "split dollar" life
insurance insuring Mr. Singer's life and payable to his estate (excluding
benefits required to be paid to the Company pursuant to the split dollar plan);
(ii) the leasing of an automobile for his use; (iii) participation in fringe
benefit, bonus, pension, profit sharing, and similar plans maintained for the
Company's employees; (iv) disability benefits; (v) certain termination benefits;
and (vi) in the event of termination due to a change in control of the Company,
a severance payment equal to 2.99 times Mr. Singer's average annual compensation
during the preceding five years. The Company has the option to extend the
extension period of the employment agreement on the same terms and conditions
through October 31, 2007. See "Split Dollar Insurance" as to the suspension of
premium payments with respect to Mr. Singer's "split dollar" life insurance in
fiscal 2003.
SPLIT DOLLAR INSURANCE
The Company established "split dollar" insurance programs for each of its
three Named Executive Officers and paid the policy premiums. Pursuant to the
programs, if the executive died while employed by the Company, the Company would
be reimbursed for the premiums and the death benefit less such reimbursement
would be paid to the executive's estate. If the executive left the Company's
employ, he would be required to pay the aggregate premiums the Company paid on
the policy back to the Company but would be entitled to ownership of the policy.
The premiums paid on these policies aggregated $931,638 at October 31, 2001 and
$1,138,207 at October 31, 2002. As of October 31, 2002, the cash surrender value
of the policies was less than the aggregate premiums paid. As a result of the
uncertainty caused by passage of the Sarbanes-Oxley Act of 2002 (signed into law
on July 30, 2002) the Company suspended payment of the premiums on these
policies in fiscal 2003. Premiums were paid in fiscal 2003 by reducing the
policy cash values.
EMPLOYEE STOCK OPTION PLANS
THE 1989 PLAN
In July 1989, the Board of Directors adopted the 1989 Employees Stock
Option Plan (the "1989 Plan") which was approved by shareholders in November
1989. The 1989 Plan provided for the grant of options to purchase up to 666,667
shares of Common Stock. Under the terms of the 1989 Plan, options granted
thereunder could be designated as options which qualify for incentive stock
option treatment ("ISOs") under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), or options which do not so qualify ("NQOs").
Under the 1989 Plan, the exercise price of an option designated as an ISO
could not be less than the fair market value of the Common Stock on the date the
option was granted. However, in the event an option designated as an ISO was
granted to a 10% shareholder (as defined in the 1989 Plan) such exercise price
was required to be at least 110% of such fair market value. Exercise prices of
NQOs options could be less than such fair market value. The aggregate fair
market value of shares subject to options granted to a participant which are
designated as ISOs which first become exercisable in any calendar year could not
exceed $100,000. All options under the 1989 Plan were required to be granted
before the Plan's July 1999 Termination Date so that no further options can be
granted under the 1989 Plan.
At October 31, 2002, there were outstanding ISOs issued under the 1989 Plan
held by six employees and exercisable to purchase an aggregate 274,335 shares at
an exercise price of $.71875 per share. During fiscal 2003, one employee
exercised his ISOs and purchased 5,000 shares and 11,667 shares were canceled
due to termination of employment. As a result, at October 31, 2003, there were
outstanding ISOs issued under the 1989 Plan exercisable to purchase 257,668
shares at an exercise price of $.71875 per share.
7
THE 2000 PLAN
On August 25, 2000, the Board of Directors adopted the 2000 Employee
Incentive Stock Option Plan (the "2000 Plan") reserving an aggregate 800,000
shares of Bio-Reference Common Stock for issuance upon exercise of ISOs which
may be granted under the 2000 Plan. Stockholders ratified the adoption of the
2000 Plan at the December 14, 2000 Annual Meeting of Stockholders. At October
31, 2002, there were outstanding ISOs under the 2000 Plan held by 22 employees
exercisable to purchase an aggregate 496,000 shares of Bio-Reference Common
Stock at exercise prices ranging from $1.125 to $7.97 per share. During fiscal
2003, additional ISOs under the 2000 Plan were granted to a total of 79
employees exercisable to purchase an aggregate 281,000 shares of Bio-Reference
Common Stock at exercise prices ranging from $4.21 to $11.67 per share. During
fiscal 2003, ISOs issued under the 2000 Plan exercisable to purchase an
aggregate 57,000 shares were cancelled due to termination of employment. In
addition, one employee exercised his ISOs issued under the 2000 Plan and
purchased 15,000 shares. As a result, at October 31, 2003, there were
outstanding ISOs issued under the 2000 Plan exercisable to purchase an aggregate
705,000 shares at prices ranging from $1.688 to $11.67 per share.
The 2000 Plan authorizes the grant of options which qualify for ISO
treatment under Section 422 of the Code to purchase up to a maximum aggregate
800,000 shares of the Company's Common Stock. Options may only be granted under
the 2000 Plan to employees of the Company and its subsidiaries (including
officers and directors who are also employees).
The 2000 Plan will be administered by the Board of Directors or by a Stock
Option Committee designated by the Board of Directors. The Board or the Stock
Option Committee, as the case may be, has the discretion to determine the
eligible employees to whom, and the price (not less than the fair market value
on the date of grant) at which options will be granted; the periods during which
each option is exercisable; and the number of shares subject to each option. The
Board or the Stock Option Committee has the authority to interpret the 2000 Plan
and to establish and amend rules and regulations relating thereto.
The 2000 Plan provides that the exercise price of an option granted
thereunder shall not be less than the fair market value of the Common Stock on
the date the option is granted. However, in the event an option is granted under
the 2000 Plan to a holder of 10% or more of the Company's outstanding Common
Stock, the exercise price must be at least 110% of such fair market value. Under
the 2000 Plan, options must be granted before the August 24, 2010 Termination
Date. No option may have a term longer than ten years (limited to five years in
the case of an option granted to a 10% or greater stockholder of the Company).
The aggregate fair market value of the Company's Common Stock with respect to
which options are exercisable for the first time by a grantee under the 2000
Plan during any calendar year cannot exceed $100,000. Options granted under the
2000 Plan are non-transferable and must be exercised by an optionee, if at all,
while employed by the Company or a subsidiary or within three months after
termination of such optionee's employment due to retirement, or within one year
of such termination if due to disability or death. The Board or the Stock Option
Committee, as the case may be, may, in its sole discretion, cause the Company to
lend money to or guaranty any obligation of an employee (but not a director or
executive officer) for the purpose of enabling such employee to exercise an
option granted under the 2000 Plan provided that such loan or obligation cannot
exceed fifty percent (50%) of the exercise price of such option.
THE 2003 PLAN
On June 3, 2003, the Board of Directors adopted the 2003 Employee Incentive
Stock Option Plan (the "2003 Plan") reserving an aggregate 800,000 shares of
Bio-Reference Common Stock for issuance upon exercise of ISOs which may be
granted under the 2003 Plan. Stockholders ratified the adoption of the 2003 Plan
at the July 31, 2003 Annual Meeting of Stockholders. No ISOs had been granted at
October 31, 2003 pursuant to the 2003 Plan.
The 2003 Plan authorizes the grant of options which qualify for ISO
treatment under Section 422 of the Code to purchase up to a minimum aggregate
800,000 shares of the Company's Common Stock. Options may only be granted under
the 2003 Plan to employees of the Company and its subsidiaries (including those
officers and directors who are also employees).
8
The 2003 Plan will be administered by the Board of Directors or by a Stock
Option Committee designated by the Board of Directors. The Board or the Stock
Option Committee, as the case may be, has the discretion to determine the
eligible employees to whom, and the prices (not less than the fair market value
on the date of grant) at which options will be granted; the periods during which
each option is exercisable; and the number of shares subject to each option. The
Board or the Stock Option Committee has the authority to interpret the 2003 Plan
and to establish and amend rules and regulations relating thereto.
The 2003 Plan provides that the exercise price of an option granted
thereunder shall not be less than the fair market value of the Common Stock on
the date the option is granted. However, in the event an option is granted under
the 2003 Plan to a holder of 10% or more of the Company's outstanding Common
Stock, the exercise price must be at least 110% of such fair market value.
Under the 2003 Plan, options must be granted before the June 2, 2013
Termination Date. No option may have a term longer than ten years (limited to
five years in the case of an option granted to a 10% or greater stockholder of
the Company). The aggregate fair market value of the Company's Common Stock with
respect to which options are exercisable for the first time by a grantee under
all of the Company's Stock Option Plans during any calendar year cannot exceed
$100,000. Options granted under the 2003 Plan are non-transferable and must be
exercised by an optionee, if at all, while employed by the Company or a
subsidiary or within three months after termination of such optionee's
employment due to retirement, or within one year of such termination if due to
disability or death. The Board or the Stock Option Committee, as the case may
be, may, in its sole discretion, cause the Company to lend money to or guaranty
any obligation of an employee (but not a director or executive officer) for the
purpose of enabling such employee to exercise an option granted under the 2003
Plan provided that such loan or obligation cannot exceed fifty percent (50%) of
the exercise price of such option.
NON-QUALIFIED OPTIONS (NQOS) AND WARRANTS
At October 31, 2002, there were outstanding NQOs and Warrants owned by
employees, directors, various consultants and a software provider exercisable to
purchase an aggregate 557,750 shares of Bio-Reference Common Stock at exercise
prices ranging from $.71875 to $6.80 per share. During fiscal 2003, NQOs were
granted to four members of the newly formed Scientific Advisory Board
exercisable to purchase an aggregate 70,000 shares of Bio-Reference Common Stock
at exercise prices ranging from $6.98 to $7.94 per share. During fiscal 2003,
two employees exercised NQOs and purchased an aggregate 62,140 shares of
Bio-Reference Common Stock. Also during fiscal 2003, NQOs exercisable to
purchase an aggregate 31,860 shares were cancelled due to terminations of
employment. As a result, at October 31, 2003, there were outstanding NQOs and
Warrants owned by employees, directors, consultants including members of the
Scientific Advisory Board and a software provider exercisable to purchase an
aggregate 533,750 shares of Bio-Reference Common Stock at exercise prices
ranging from $1.00 to $7.94 per share.
See Note 11 of Notes to the Consolidated Financial Statements contained in
the 2003 Annual Report accompanying this Proxy Statement.
OPTION GRANTS IN LAST FISCAL YEAR
No options to purchase Bio-Reference Common Stock were granted to any of
the three Named Executive Officers in fiscal 2003.
9
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
No options were exercised by any of the three Named Executive Officers in
fiscal 2003. The following table provides information regarding the value of
each such officer's unexercised options at October 31, 2003.
VALUE OF UNEXERCISED
NUMBER OF IN-THE-MONEY
UNEXERCISED OPTIONS
OPTIONS AT FISCAL AT FISCAL
YEAR-END YEAR-END (1)
------------------ --------------------
EXERCISABLE (E) EXERCISABLE (E)
NAME UNEXERCISABLE (U) UNEXERCISABLE (U)
- --------------------------------- ------------------ --------------------
Marc D. Grodman ................. 4,000 (E) $ 39,160 (E)
Howard Dubinett ................. 213,334 (E)(2) 3,385,877 (E)
4,000 (E) 39,160 (E)
Sam Singer ...................... 4,000 (E) 39,160 (E)
- ----------------
(1) Represents the difference between the exercise price of the options and
$16.59, the closing sale price for Bio-Reference Common Stock on October
31, 2003.
(2) Mr. Dubinett exercised 200,000 of these options on March 22, 2004 at an
exercise price of $.71875 per share.
DIRECTORS' COMPENSATION
Directors who are not Company employees were paid a $1,000 per quarter
director's fee during fiscal year 2003. Non-employee directors are each
currently being paid a quarterly director's fee of $10,000.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On April 20, 1993, in order to facilitate the Company's 1993 proposed
public offering, Dr. Grodman canceled his pro rata option contained in his
employment agreement and all other outstanding options and warrants to purchase
shares of common stock held by Dr. Grodman, his wife and an affiliated entity
(the "Grodman Group") exercisable to purchase an aggregate 604,078 shares of
Common Stock at prices ranging from $1.4438 to $1.50 or an average price of
$1.47 per share, in consideration for the issuance to the Grodman Group of
604,078 shares of a new class of senior preferred stock, $.10 par value per
share ("Senior Preferred Stock"). Each share of Senior Preferred Stock had the
same voting rights (one vote per share), dividend rights and liquidation rights
as each share of Common Stock and for a period of ten years after issuance, was
convertible into one share of Common Stock upon payment of a conversion price of
$1.50 per share. The 604,078 shares of Senior Preferred Stock were issued to the
Grodman Group on August 23, 1993.
On May 13, 1997 pursuant to a recapitalization, the Senior Preferred Stock
was retired in exchange for a new class of Series A Senior Preferred Stock
issued to the Grodman Group. The new Series A Preferred Stock is convertible
into an aggregate 604,078 shares of Common Stock on or before May 1, 2007 at a
conversion price of $.75 per share and has the same voting rights (one vote per
share), dividend rights and liquidation rights as each share of Common Stock.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Company's Compensation Committee are John Roglieri
(Chairman), Harry Elias and Gary Lederman. Mr. Elias was elected to serve on the
Compensation Committee on March 1, 2004. None of such individuals has ever been
an officer or employee of the Company.
10
COMPENSATION COMMITTEE REPORT ON COMPENSATION
Through fiscal 2001, the Board of Directors, including the Company's three
executive officers, were responsible for reviewing the compensation paid to the
Company's executive officers, provided that none of the Company's executive
officers could vote with respect to his own compensation package. In fiscal
2002, the Company established a Compensation Committee consisting of three
non-employee directors, Morton L. Topfer (Chairman), Gary Lederman and John
Roglieri.
In May 1997 the Company executed employment contracts with Dr. Grodman
(expiring on October 31, 2004) and with Messrs. Dubinett and Singer (each
expiring on October 31, 2002). During fiscal 2002, the Compensation Committee
authorized extensions of both Messrs. Dubinett and Singer's contracts for two
additional years, with the Company having the option to extend each agreement
for two consecutive one-year periods in addition. In consideration for Messrs.
Dubinett and Singer executing the extension agreements, the Company agreed that
the base compensation during each extension year would not be less than the
total cash compensation paid to such individual in fiscal 2002. The Company's
option to extend Mr. Dubinett and Mr. Singer's employment agreements has been
increased for a third one-year period through fiscal 2007.
REPORT
In determining the bonuses to be awarded to the Company's three executive
officers with respect to fiscal 2003, the Compensation Committee took into
account the backgrounds, employment histories, achievements and prior
compensation of Dr. Grodman, Mr. Dubinett and Mr. Singer, the benefits to be
obtained by the Company from their employment in light of the current state of
the medical testing laboratory industry, the Company's current status and its
anticipated future development. The Compensation Committee determined that the
base salaries and bonuses paid with respect to fiscal 2003, and the terms of the
extension agreements with Messrs. Dubinett and Singer, were reasonable in
relationship to the services performed, the responsibilities assumed and the
results obtained, and were in the best interests of the Company. In connection
with Dr. Grodman's compensation, the Compensation Committee considered the
Company's substantial increase in net revenues and operating income in the first
three quarters of fiscal 2003 compared with the corresponding periods in fiscal
2002. Furthermore, the compensation paid to Messrs. Grodman, Dubinett and Singer
for fiscal 2003 comports with the Compensation Committee's perception of base
compensation levels of principal executives employed by other companies, both
public and private.
COMPENSATION COMMITTEE
John Roglieri, Chairman
Gary Lederman, Member
AUDIT COMMITTEE REPORT
The Audit Committee oversees the Company's financial reporting process on
behalf of the Board of Directors. It is the responsibility of the Company's
independent auditors to perform an independent audit of and express an opinion
on the Company's financial statements. The Audit Committee's responsibility is
one of review and oversight. In fulfilling its oversight responsibilities:
(1) The Audit Committee of the Board of Directors has reviewed and
discussed with the Company's management the audited financial
statements.
(2) The Audit Committee has discussed with Moore Stephens, P.C., the
Company's independent auditors, the matters required to be discussed
pursuant to the Codification of Statements on Auditing Standards, AU
ss. 380, as modified or supplemented.
11
(3) The Audit Committee has also received the written disclosures and the
letter from Moore Stephens, P.C. required by the Independence
Standards Board Standard No. 1 (Independence Standards Board Standard
No. 1, Independence Discussions with Audit Committees), as modified or
supplemented, and has discussed with Moore Stephens, P.C. the
independence of that firm as the Company's auditors.
(4) Based on the Audit Committee's review and discussions referred to
above, the Audit Committee recommended to the Board of Directors that
the Company's audited financial statements be included in the
Company's Annual Report on Form 10-K for the year ended October 31,
2003, for filing with the Securities and Exchange Commission.
On June 9, 2000, the Board of Directors formally adopted a written charter
for the Audit Committee. Each of the Audit Committee members is independent, as
defined in the Rules of the National Association of Securities Dealers.
The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not experts in the fields of
accounting, auditing or auditor independence. However, the Board of Directors
has determined that Gary Lederman is qualified to serve as the Company's "audit
committee financial expert" as defined in Item 401(h) of Regulation S-K
promulgated by the SEC. Members of the Committee rely without independent
verification on the information provided to them and on the representations made
by management and the independent auditors.
AUDIT COMMITTEE
Gary Lederman, Chairman
Harry Elias, Member
John Roglieri, Member
12
STOCK PRICE PERFORMANCE
Set forth below is a line graph comparing the yearly cumulative total
return on the Company's Common Stock for the five fiscal years ended October 31,
2003 based on the market price of the Common Stock, with the cumulative total
return of companies in the S&P 500 Composite and with a peer group of nine
publicly owned medical laboratories.
COMPARISON OF FIVE YEAR TOTAL RETURN
FOR BIO-REFERENCE LABORATORIES, INC.,
S&P 500 COMPOSITE AND
MEDICAL LABORATORY PEER GROUP
(THE DATA BELOW REPRESENTS A GRAPH IN THE PRINTED PIECE)
BIO REFERENCE LABS S&P 500 INDEX PEER GROUP
------------------ ------------- ----------
Oct. 98 100 100 100
Oct. 99 86.11 125.67 137.12
Oct. 00 177.78 133.32 449.58
Oct. 01 444.44 100.12 487.07
Oct. 02 641.87 85 374.25
Oct. 03 1474.67 102.68 441.56
The Medical Laboratory peer group consists of the following companies:
Ameripath, Inc., Enzo Biochem Inc, Impath Inc, LabOne, Inc, Laboratory CP of
Amer Holdgs, MDS Inc., Pharmchem, Inc., Quest Diagnostics Inc; and Specialty
Laboratories Inc.
AUDITORS
The firm of Moore Stephens, P.C., certified public accountants, has been
selected by the Board of Directors to audit the accounts of the Company and its
subsidiaries for the fiscal year ending October 31, 2004. Moore Stephens, P.C.
and its predecessor firm have served as the Company's auditors since 1988.
Representatives of such firm are not expected to be present at the July 15, 2004
Annual Meeting of Stockholders.
13
AUDIT FEES
Moore Stephens, P.C. billed the Company $127,485 for professional services
rendered in connection with the audit of the Company's annual financial
statements for the fiscal year ended October 31, 2003 and the review of the
financial statements included in the Company's quarterly reports on Form 10-Q
for such fiscal year compared with $118,560 in billings for such services for
the fiscal year ended October 31, 2002. In addition, Moore Stephens, P.C. billed
the Company $9,360 in fiscal 2003 for its audit of the Company's 401(k) Plan for
calendar year 2002 as compared to $8,650 in such fees in fiscal 2002 with
respect to calendar year 2001.
AUDIT-RELATED FEES
Moore Stephens, P.C. did not bill the Company for audit-related fees in
fiscal 2003 or in fiscal 2002.
TAX FEES
Moore Stephens, P.C. also billed the Company $29,085 for tax services for
fiscal year 2003, compared with $22,085 in billings for such services for the
fiscal year ended October 31, 2002.
ALL OTHER FEES
There were no other fees billed by Moore Stephens, P.C. to the Company in
fiscal 2003 or in fiscal 2002.
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
The Audit Committee pre-approved each material non-audit engagement or
service performed by the Company's independent auditor. Prior to pre-approving
any such non-audit engagement or service, it is the Committee's practice to
first gather information regarding the requested engagement or service in order
to enable the Committee to assess the impact of the engagement or service on the
auditor's independence. The Audit Committee approved all material non-audit
engagements for services provided by the Company's independent auditor in fiscal
2003.
The Audit Committee has considered whether the provision of tax return
preparation and other professional services to the Company by Moore Stephens,
P.C. is compatible with such firm maintaining its independence and has concluded
that such firm is independent with respect to the Company in its role as the
Company's principal accountant and auditor.
STOCKHOLDER PROPOSALS FOR 2004 ANNUAL MEETING
Under current rules of the Securities and Exchange Commission, stockholders
wishing to submit proposals for inclusion in the Proxy Statement of the Board of
Directors for the 2004 Annual Meeting of Stockholders (expected to be held
during the first half of calendar year 2005), must submit such proposals so as
to be received by the Company at 481 Edward H. Ross Drive, Elmwood Park, New
Jersey 07407 on or before March 1, 2005.
OTHER MATTERS
Management does not know of any other matters which are likely to be
brought before the Meeting. However, in the event that any other matters
properly come before the Meeting, the persons named in the enclosed proxy will
vote said proxy in accordance with their judgment in said matters.
14
According to SEC rules, the information presented in this Proxy Statement
under the captions "Compensation Committee Report on Compensation," "Audit
Committee Report" and "Stock Price Performance" will not be deemed to be
"soliciting material" or deemed filed with the SEC under the Securities Act of
1933 or the Securities Exchange Act of 1934, and nothing contained in any
previous filings made by the Company under such Acts shall be interpreted as
incorporating by reference the information presented under said specified
captions.
By Order of the Board of Directors
Marc D. Grodman
PRESIDENT
Elmwood Park, New Jersey
June 4, 2004
15
ANNUAL MEETING OF STOCKHOLDERS OF
BIO-REFERENCE LABORATORIES, INC.
JULY 15, 2004
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
Please detach along perforated line and mail in the envelope provided.
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS
AND "FOR" PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X}
- --------------------------------------------------------------------------------
1. To elect two Class I directors, each to serve for a term of three years and
until his successor is elected and qualified (Proposal One).
NOMINEES:
[ ] FOR ALL NOMINEES o Marc D. Goodman
o Howard Dubinett
[ ] WITHHOLD AUTHORITY
FOR ALL NOMINEES
[ ] FOR ALL EXCEPT
(See instructions below)
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you
wish to withhold, as shown here: o
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
To change the address on your account, please check the box at right and [ ]
indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via
this method.
- --------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. In their discretion, on all other matters as shall [ ] [ ] [ ]
properly come before the meeting
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF THE FOREGOING. UNLESS
OTHERWISE SPECIFIED AS ABOVE, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF
DIRECTORS (PROPOSAL ONE). IN ADDITION, DISCRETIONARY AUTHORITY IS CONFERRED AS
TO ALL OTHER MATTERS THAT MAY COME BEFORE THE MEETING UNLESS SUCH AUTHORITY IS
SPECIFICALLY WITHHELD. STOCKHOLDERS WHO ARE PRESENT AT THE MEETING MAY WITHDRAW
THEIR PROXY AND VOTE IN PERSON IF THEY SO DESIRE.
PLEASE MARK, SIGN, AND RETURN YOUR PROXY PROMPTLY. No postage is required if
returned in the enclosed envelope and mailed in the United States. Receipt of
the Notice of Annual Meeting of Stockholders, the accompanying Proxy Statement
of the Board of Directors and the Company's Annual Report for the year ended
October 31, 2003 is acknowledged.
PLEASE SIGN AND RETURN THIS PROXY PROMPTLY
No Postage is Required if returned in the Enclosed Envelope and Mailed in the
United States.
Signature of Stockholder _________________________________ Date: ______________
Signature of Stockholder _________________________________ Date: ______________
Note: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.
BIO-REFERENCE LABORATORIES, INC.
REVOCABLE PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS - JULY 15, 2004
The undersigned, a Stockholder of BIO-REFERENCE LABORATORIES, INC. (the
"Company") hereby appoints Marc D. Grodman and Sam Singer or either of them, as
proxy or proxies of the undersigned, with full power of substitution, to vote,
in the name, place and stead of the undersigned, with all of the powers which
the undersigned would possess if personally present, on behalf of the
undersigned, all the shares which the undersigned is entitled to vote at the
Annual Meeting of the Stockholders of BIO-REFERENCE LABORATORIES, INC. to be
held at 9:00 A.M. (local time) on Thursday, July 15, 2004 at the Sheraton
Crossroads Hotel, Crossroads Corporate Center, Route 17 North, Mahwah, New
Jersey 07495-0001 and at any and all adjournments thereof. The undersigned
directs that this proxy be voted as follows:
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)