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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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
[_] 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 (S) 240.14a-11(c) or (S) 240.14a-12
CELL ROBOTICS INTERNATIONAL, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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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
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
CELL ROBOTICS INTERNATIONAL, INC.
2715 Broadbent Parkway, N.E.
Albuquerque, New Mexico 87107
To the Shareholders of
CELL ROBOTICS INTERNATIONAL, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of CELL
ROBOTICS INTERNATIONAL, INC., a Colorado corporation (the "Company"), will be
held on Friday, May 19, 2000 at 10:00 a.m. local time at the Hilton Hotel, 1901
University N.E., Albuquerque, New Mexico 87102 for the following purposes:
1. To elect seven directors to serve for the ensuing year and until their
successors are elected;
2. To increase the aggregate number of shares of Common Stock authorized
for issuance under the Company's 1992 Incentive Stock Option Plan by
750,000 shares;
3. To approve the increase in authorized shares of Common Stock available
for issuance under the Company's Articles of Incorporation;
4. To ratify the selection of Peat Marwick KPMG, LLP as independent
accountants of the Company for its fiscal year ending December 31,
2000; and
5. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. A copy of the Company's Annual Report to
Shareholders, including financial statements for the year ended December 31,
1999, will be mailed to shareholders concurrently with the mailing of the Proxy
Statement.
The Board of Directors has fixed the close of business on April 7, 2000, as
the record date for the determination of shareholders entitled to notice of and
to vote at this Annual Meeting and at any adjournment or postponement thereof.
By Order of the Board of Directors,
/s/ Craig T. Rogers
_____________________________
Craig T. Rogers
Secretary
Albuquerque, New Mexico
April 19, 2000
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER
OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN
THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF
MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE
GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING.
PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK
OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE
RECORD HOLDER A PROXY ISSUED IN YOUR NAME.
CELL ROBOTICS INTERNATIONAL, INC.
2715 Broadbent Parkway, N.E.
Albuquerque, New Mexico 87107
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 19, 2000
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of Cell
Robotics International, Inc., a Colorado corporation (the "Company"), for use at
the Annual Meeting of Shareholders to be held on Friday, May 19, 2000 at 10:00
a.m. local time (the "Annual Meeting"), or at any adjournment or postponement
thereof, for the purposes set forth herein and in the accompanying Notice of
Annual Meeting. The Annual Meeting will be held at the Hilton Hotel, 1901
University N.E., Albuquerque, New Mexico 87102. The Company intends to mail this
proxy statement and accompanying proxy card on or about April 19, 2000, to all
shareholders entitled to vote at the Annual Meeting.
SOLICITATION
The Company will bear the entire cost of solicitation of proxies, including
preparation, assembly, printing and mailing of this proxy statement, the proxy
and any additional information furnished to shareholders. Copies of
solicitation materials will be furnished to banks, brokerage houses, fiduciaries
and custodians holding in their names shares of Common Stock beneficially owned
by others to forward to such beneficial owners. The Company may reimburse
persons representing beneficial owners of Common Stock for their costs of
forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular employees of the
Company. No additional compensation will be paid to directors, officers or
other regular employees for such services.
VOTING RIGHTS AND OUTSTANDING SHARES
Only holders of record of Common Stock at the close of business on April 7,
2000 will be entitled to notice of and to vote at the Annual Meeting. At the
close of business on April 7, 2000 the Company had outstanding and entitled to
vote 9,083,915 shares of Common Stock.
Each holder of record of Common Stock on such date will be entitled to one
vote for each share held on all matters to be voted upon at the Annual Meeting.
All votes will be tabulated by the inspector of elections appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions and broker non-votes will be
considered present at the Annual Meeting for the purpose of establishing a
quorum. With regard to the election of directors, votes may be cast in favor or
withheld; votes that are withheld will be excluded entirely from the vote and
will have no effect.
Abstentions may be specified on the proposals to approve the amendment to
the 1992 Incentive Stock Option Plan, to increase the authorized shares, and to
ratify the Company's auditors. Abstentions on the proposal to ratify the
Company's auditors will have no effect. Abstentions on the proposals to approve
the amendment to the
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1992 Incentive Stock Option Plan and to increase the authorized shares of the
Company will have the effect of a negative vote.
Brokerage firms who hold shares in "street name" for customers have the
authority to vote those shares with respect to the election of directors and the
ratification of the appointment of the Company's auditors if such firms have not
received voting instructions from a beneficial owner. Brokers will not have
authority to vote shares with respect to the proposals to approve the amendment
to the 1992 Incentive Stock Option Plan or to increase the authorized shares of
the Company. The failure of a broker to vote shares in the absence of
instructions (a "broker non-vote") will have the effect of a vote against the
proposals to approve the amendment to the 1992 Incentive Stock Option Plan and
to increase the authorized shares of the Company; broker non-votes will have no
effect with respect to any other matter considered at the Annual Meeting.
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's principal executive office at 2715
Broadbent Parkway, N.E. Albuquerque, New Mexico 87107, a written notice of
revocation or a duly executed proxy bearing a later date, or it may be revoked
by attending the meeting and voting in person. Attendance at the meeting will
not, by itself, revoke a proxy. If no direction is indicated, the shares will
be voted FOR the election of each of the nominees for director, FOR the
amendment to the1992 Incentive Stock Option Plan, FOR the increase in authorized
shares of the Company and FOR the selection of Peat Marwick KPMG, LLP as the
Company's independent accountants for the current fiscal year. The persons
named in the proxies will have discretionary authority to vote all proxies with
respect to additional matters that are properly presented for action at the
Annual Meeting.
SHAREHOLDER PROPOSALS
Proposals of shareholders that are intended to be presented at the
Company's 2001 Annual Meeting of Shareholders must be received by the Company
not later than December 15, 2000 in order to be included in the proxy statement
and proxy relating to that Annual Meeting.
PROPOSAL 1
ELECTION OF DIRECTORS
The Directors have voted to nominate seven (7) Directors for election to
hold office until the next Annual Meeting of Shareholders and until their
successors are elected and qualified. Each of the following nominees has
consented to be nominated to serve as a Director of the Company.
The Company's Articles of Incorporation expressly prohibit cumulative voting.
Therefore, the holders of a majority of the Company's shares could elect all of
the Directors. It is expected that the proxies received by the Directors'
nominees will be voted, except to the extent that authority is withheld on any
proxy as to all or one or more individuals, to elect as Directors the following
nominees, whose principal occupations during the past five (5) years,
directorships and certain other affiliations and information are set forth
below:
Director and/or Executive
Name and Position in the Company Age Officer Since
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Dr. Ronald K. Lohrding 59 1995
CEO, President and
Chairman of the Board
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Mark Waller 49 1995
Director
Dr. Raymond Radosevich 61 1995
Director
Dr. Debra Bryant 45 1997
Director
Andrew F. Pollet 49 --
Nominee
Dipl. Ing. Oton Tisch 69 --
Nominee
Steven A. Crees 45 --
Nominee
Dr. Ronald K. Lohrding, Dr. Lohrding has served as the Company's Chief
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Executive Officer, President and Chairman of the Board since February 23, 1995.
He co-founded the wholly owned subsidiary, Cell Robotics, Inc. ("CRI"), in 1988
and has served as the Chairman, President and CEO since incorporation. He has
over 20 years of management experience. He received his Ph.D. in mathematical
statistics from Kansas State University in 1969. Dr. Lohrding worked at Los
Alamos National Laboratory (LANL) as an Research and Development manager and as
a scientist from 1968 to 1988. He served as LANL's Assistant Director for
Industrial and International Initiatives, Deputy Associate Director for
Environment and Biosystems, as well as Program Director for Energy, Environment
and Technology, among other senior management positions. Concurrently, he has
been a general partner in seven successful real estate partnerships, two of
which are still currently active. Other than the Company, Dr. Lohrding does not
currently serve as a director of any other reporting company.
Mark Waller. Mr. Waller has served as a Director of the Company since
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February 1995. Since 1990, Mr. Waller has been President and founder of
BridgeWorks Capital, a sole proprietorship that arranges public and private
financing for and provides public relations services to client companies. Mr.
Waller was Interim President and Director of Totem Health Sciences, Inc., a
Canadian medical products and research company, from
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1988 to 1990. Other than the Company, Mr. Waller does not currently serve as a
director of any other reporting company.
Dr. Raymond Radosevich. Dr. Radosevich was elected to the Board of CRI
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1992. From 1985 to 1989, he was Dean of the Anderson School of Management at
the University of New Mexico. Dr. Radosevich recently retired from active
teaching. Prior to his retirement, he was a Professor of Management,
specializing in business strategy and the management of technology. In
addition, he taught a course in Technology Entrepreneurship and lectured on the
subject nationally and internationally. Dr. Radosevich earned his Ph.D. from
Carnegie-Mellon University, a B.S. in Mechanical Engineering and an M.S. in
Industrial Engineering from the University of Minnesota. Other than the
Company, Dr. Radosevich does not currently serve as a director of any other
reporting company.
Dr. Debra Bryant. Dr. Bryant was elected to the Board in July 1997. She
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is President, CEO and majority stockholder of Humagen Fertility Diagnostics,
Inc., which is the largest manufacturer of micropipets for the worldwide in
vitro fertilization market. In 1984, Dr. Bryant joined Humagen, Inc. as a
Senior Scientist. In 1991, Dr. Bryant purchased the fertility diagnostics
division of Humagen, Inc. and founded Humagen Fertility Diagnostics, Inc. Dr.
Bryant received her Ph.D. in Medical Microbiology from Bowman Gray School of
Medicine, Wake Forest University and completed a NIH postdoctoral fellowship in
molecular biology at the University of Virginia.
Andrew F. Pollet. Andrew F. Pollet is the managing principal of Pollet
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Law, a California corporation, which he founded in 1983. Mr. Pollet's primary
concentration is securities law and general corporate law. Mr. Pollet serves as
a director of several corporations including STAAR Surgical Company, Jordan
Pharmaceuticals, Inc., Page Digital Incorporated, and San Joaquin Chemicals. Mr.
Pollet also sits on the Board of Directors for Sherwood Country Club in Westlake
Village, California. Mr. Pollet received his Juris Doctor degree from the
University of San Diego School of Law in 1977 and was admitted to the California
bar in that same year. Mr. Pollet received his Bachelor of Science and MBA
degrees from the University of Southern California in 1973 and 1974,
respectively.
Steven A. Crees Mr. Crees has previously served as an advisor to the
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Board. He recently resigned as Senior Vice President and general manager of the
Medical Diagnostic Products Division, of Chronimed, Inc. where he been since
1994. Responsible for planning and Implementation of distribution strategies
for proprietary and licensed medical products into the hospital, long term care,
physician, alternative care and retail markets for this $32 million dollar
business unit with a large focus on the diabetic market. While still at
Chronimed he served as Vice President for Marketing and Sales and managed the
diabetes centers. Previous to that he was Territory Manager for the Medical
Products Division of Baxter Healthcare Corporation. He has a B.S. in Economics
and Business Administration from the University of Minnesota.
Dipl. Ing. Oton Tisch. Mr. Tisch was appointed to the board February
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2000. Mr. Tisch is an international businessman who is the president, CEO and
sole owner of Obras Electromecanicas TKV, Caracas, Venezuela and its subsidiary
in Zurich, Switzerland, which was incorporated 1980. The company specializes in
equipment procurement, building and financing high voltage turn-key substations
up to 400 kV, including the electronic and/or digital automatic control. Prior
to above activity, from 1957 to 1978, Mr. Tisch served first at the Siemens
Schuckertwerke, Germany, and later as Technical Director and member of the board
at Siemens S.A. Caracas, and from 1979-80, he served as an adviser.
Directors and Executive Officers
Each director is elected to serve for a term of one (1) year until the next
annual meeting of shareholders or until a successor is duly elected and
qualified.
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There are no family relationships among directors or persons nominated or
chosen by the Company to become a director. The present term of office of each
director will expire at the next annual meeting of shareholders.
The executive officers of the Company are elected annually at the first
meeting of the Company's Board of Directors held after each annual meeting of
Shareholders. Each executive officer will hold office until his successor is
duly elected and qualified, until his resignation or until he shall be removed
in the manner provided by the Company's Bylaws.
During the fiscal year ended December 31, 1999, outside directors received
no cash compensation for their services as such, however they were reimbursed
their expenses associated with attendance at meetings or otherwise incurred in
connection with the discharge of their duties as Directors of the Company. No
officer of the Company receives any additional compensation for his services as
a Director, and the Company does not contribute to any retirement, pension, or
profit sharing plans covering its Directors. The Company does, however,
maintain a group health insurance plan and retirement plan for its employees,
and those Directors who are also employees of the Company are eligible to
participate in each plan.
During fiscal 1999, the Company had standing Audit, Nominating, New Venture
and Compensation Committees of the Board of Directors. The members of the
Audit Committee were Dr. Debra Bryant, Dr. Raymond Radosevich and Mr. Ron
Ainsworth. During 1999, the Audit Committee held zero formal meetings. No
member of the Audit Committee receives any additional compensation for his
service as a member of that Committee. The Audit Committee is responsible for
providing assurance that financial disclosures made by Management reasonably
portray the Company's financial condition, results of operations, plan and long-
term commitments. To accomplish this, the Audit Committee oversees the external
audit coverage, including the annual nomination of the independent public
accountants, reviews accounting policies and policy decisions, reviews the
financial statements, including interim financial statements and annual
financial statements, together with auditor's opinions, inquires about the
existence and substance of any significant accounting accruals, reserves or
estimates made by Management, reviews with Management the Management's
Discussion and Analysis section of the Annual Report, reviews the letter of
Management representations given to the independent public accountants, meets
privately with the independent public accountants to discuss all pertinent
matters, and reports regularly to the Board of Directors regarding its
activities.
During fiscal 1999, the Compensation Committee consisted of Dr. Raymond
Radosevich, Dr. Debra Bryant and Mr. Mark Waller. During 1999, the Compensation
Committee held zero formal meetings. No member of the
Compensation Committee receives any additional compensation for his service as a
member of that Committee. The Compensation Committee is responsible for
reviewing pertinent data and making recommendations with respect to compensation
standards for the executive officers, including the President and Chief
Executive Officer, establishing guidelines and making recommendations for the
implementation of Management incentive compensation plans, reviewing the
performance of the President and CEO, establishing guidelines and standards for
the grant of incentive stock options to key employees under the Company's
Incentive Stock Option Plan, and reporting regularly to the Board of Directors
with respect to its recommendations.
During fiscal 1999, the Nominating Committee consisted of Dr. Ron Lohrding
and Mr. Craig Rogers. During 1999, the Nominating Committee held zero
formal meetings. No member of the Nominating Committee receives any additional
compensation for his service as a member of that Committee. The Nominating
Committee is responsible for reviewing and recommending to the Board of
Directors potential nominees for directorship. The Nominating Committee may
consider recommendations from the shareholders for the 2001 annual meeting. The
Committee must receive such recommendations at its business address (set forth
at the beginning of this Proxy Statement) no later than December 15, 2000.
During fiscal 1999, the New Venture Committee consisted of Dr. Ron
Lohrding, Dr. Ray Radosevich and Mr. Craig Rogers. During 1999, the New Venture
Committee held zero formal meetings. No member of the
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New Venture Committee receives any additional compensation for his service as a
member of that Committee. The New Venture Committee is responsible for reviewing
and making recommendations for potential acquisitions, joint ventures and other
strategic partnership relationships with the Company.
During fiscal 1999 two (2) meetings of the Board of Directors of the
Company were held, which meetings were attended by a majority of members of
the Board of Directors.
PROPOSAL 2
AMEND THE 1992 INCENTIVE STOCK OPTION PLAN
The Board of Directors of the Company has determined that, in order to be
able to provide additional incentive to the Company's Management and key
employees, it is in the best interest of the Company and its shareholders that
an additional 750,000 shares be authorized to be issued pursuant to the exercise
of options granted under the Company's Incentive Stock Option Plan dated August
26, 1992 and as amended (the "Plan"). Currently the Plan provides the
authorization of 1,500,000 option shares of which 919,623 shares were granted
through the issuance of options as of April 7, 2000.
VOTE REQUIRED; BOARD RECOMMENDATION.
Section XVIII of the Plan, Section 422 of the Internal Revenue Code and
Rule 16b-3 under the Securities and Exchange Act of 1934, as amended, each
require that any increase in the aggregate number of shares which may be issued
under the Plan be approved by a majority of the shareholders called for that
purpose. The Board of Directors unanimously recommends that the shareholders
vote in favor of the proposal to provide additional shares under the Plan.
PROPOSAL 3
AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED COMMON
STOCK.
The Board has unanimously approved and proposed for shareholder approval an
amendment to the Company's Articles of Incorporation to increase the Company's
authorized Common Stock from 12,500,000 to 50,000,000 shares. As of April 7,
2000, 9,083,915 shares of the Company's Common Stock were issued and
outstanding. Without amending the Articles of Incorporation, the Company is
unable to issue additional shares of Common Stock. If the proposed change in
authorized capital is approved by shareholders, the Company will have 40,916,085
shares of unissued and unreserved shares of Common Stock available for issuance
in the future.
The Board believes that the additional shares of Common Stock resulting
from the amendment of the Articles of Incorporation should be available for
issuance from time to time as may be required for various purposes, including
the issuance of Common Stock in connection with financing or acquisition
transactions and the issuance or reservation of Common Stock for employee stock
options. The Company anticipates that in the future it will consider a number
of possible financing and acquisition transactions that may involve the issuance
of additional equity, debt or convertible securities. If the proposed increase
in authorized capital is approved, the Board would be able to authorize the
issuance of shares for these purposes without the necessity, and related costs
and delays, of either calling a special shareholders' meeting or of waiting for
the regularly scheduled annual meeting of shareholders in order to increase the
authorized capital. If in a particular instance shareholder approval were
required by law or otherwise deemed advisable by the Board, then the matter
would be referred to the shareholders for their approval regardless of whether a
sufficient number of shares previously had been authorized. For example, the
Colorado Business Corporation Act requires approval by the Company's
shareholders if the number of shares of Common Stock to be issued equaled or
exceeded 20 percent of the shares of Common Stock outstanding immediately prior
to that issuance. The shareholders of the Company are not entitled to
preemptive rights with respect to the issuance of any authorized but unissued
shares.
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The proposed change in capital is not intended to have any anti-takeover
effect and is not part of any series of anti-takeover measures contained in any
debt instruments or the Articles of Incorporation or the Bylaws of the Company
in effect on the date of this Proxy Statement. However, shareholders should
note that the availability of additional authorized and unissued shares of
Common Stock could make any attempt to gain control of the Company or the Board
more difficult or time consuming and that the availability of additional
authorized and unissued shares might make it more difficult to remove current
management. Although the Board currently has no intention of doing so, shares
of Common Stock could be issued by the Board to dilute the percentage of Common
Stock owned by a significant shareholder and increase the cost of, or the number
of, voting shares necessary to acquire control of the Board or to meet the
voting requirements imposed by Colorado law with respect to a merger or other
business combination involving the Company. The Company is not aware of any
proposed attempt to take over the Company or of any attempt to acquire a large
block of the Company's Common Stock. The Company has no present intention to
use the increased authorized Common Stock for anti-takeover purposes.
The text of the first sentence of the proposed amendment to the Company's
Articles of Incorporation is as follows:
Proposed first sentence of Article IV Capital Stock:
"Section 1. The total number of shares of capital stock which the
corporation shall have authority to issue is fifty-two million five hundred
thousand (52,500,000) shares, of which fifty million (50,000,000) shall be
designated common stock, having a par value of four tenths of one cent
($.004) each, and of which two million five hundred thousand (2,500,000)
shall be designated preferred stock of the corporation, having a par value
of four cents ($.04) each."
VOTE REQUIRED; BOARD RECOMMENDATION.
The affirmative vote of a majority of the outstanding shares of Common
Stock is required to approve the proposed amendment to the Articles of
Incorporation. The Board of Directors unanimously recommends that the
shareholders vote in favor of the proposal concerning the increase in authorized
common stock.
PROPOSAL 4
TO RATIFY THE ELECTION INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
KPMG Peat Marwick LLP, served as the Company's principal accountant for the
fiscal year ended December 31, 1999 and is expected to be retained as the
Company's principal accountant for the fiscal year ending December 31, 2000.
Representatives of KPMG Peat Marwick LLP, are expected to be present at the
Annual Meeting of Shareholders and will have an opportunity to make a statement
if they so desire or to respond to appropriate questions.
VOTE REQUIRED; BOARD RECOMMENDATION.
There is no legal requirement for submitting this proposal to the
shareholders; however, it is submitted by the Board of Directors in order to
give the shareholders an opportunity to express their views on the Company's
auditors. Whether the proposal is approved or defeated, the Board may
reconsider its selection of KPMG Peat Marwick, LLP. If the resolution is not
approved by the shareholders, the Board of Directors will reconsider its
selection. The Board recommends that the shareholders vote in favor of
ratifying the selection of KPMG Peat Marwick as the Company's auditors for the
fiscal year ending December 31, 2000 or until the Board of Directors, in its
discretion, replaces them. An affirmative vote of the majority of shares
represented at the meeting is necessary to ratify the selection of auditors.
-7-
Security Ownership of Management and Principal Stockholders.
The following table sets forth, as of the date of this Proxy Statement, and
as adjusted for the sale of Option Stock, the stock ownership of each person
known by the Company to be the beneficial owner of five (5%) percent or more of
the Company's common stock, all Directors individually and all Directors and
Officers of the Company as a group. Each person has sole voting and investment
power with respect to the shares shown, except as noted.
Title of Name and Address Amount and Nature
Class of Beneficial Owner of Beneficial Ownership Percent of Class/(1)/
- ------ ------------------- ----------------------- ---------------------
Common Ronald K. Lohrding/(2)/ 625,000 7.21%
Stock c/o Cell Robotics, Inc.
2715 Broadbent Parkway, NE
Albuquerque, NM 87107
" Craig T. Rogers/(3)/ 137,100 1.63%
c/o Rockies Fund, Inc.
4465 Northpark Drive
Colorado Springs, CO 80907
" Mark Waller, Director/(4)/ 220,000 2.57%
1820 North Shore Road
Lake Oswego, OR 97304
" Dr. Raymond Radosevich/(5)/ 26,000 0.31%
c/o Cell Robotics, Inc.
2715 Broadbent Parkway, NE
Albuquerque, NM 87107
" Dr. Debra Bryant/(6)/ 12,500 0.15%
c/o Cell Robotics, Inc.
2715 Broadbent Parkway, NE
Albuquerque, NM 87107
" Ronal Ainsworth/(7)/ 5,000 .06%
c/o Cell Robotics, Inc.
2715 Broadbent Parkway, NE
Albuquerque, NM 87107
" Mitsui Engineering &/(8)/ 409,406 4.91%
Shipbuilding Company, Ltd.
405 Park Avenue, Suite 501
New York, NY 10022
" Richard S. Hall/(9)/ 550,452 6.12%
280 Estrellita Drive
Ft. Myers Beach, FL
" Paulson Investment Company/(10)/ 624,827 7.45%
811 S.W, Naito Parkway,
Suite 200
Portland, OR 97204
-8-
" All Officers and Directors 1,211,127 13.21%
as a Group (10 persons)
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(1) Shares not outstanding but deemed beneficially owned by virtue of the
individual's right to acquire them within sixty (60) days of the date of this
report are treated as outstanding when determining the percent of the class
owned by such individual and when determining the percent owned by the group.
(2) Includes Incentive Stock Options exercisable to purchase 150,000 shares
of Common Stock at an exercise price of $1.75 per share, and Incentive Stock
Options exercisable to purchase 25,000 shares of Common Stock at an exercise
price of $1.875 per share, issued under the Company's 1992 Stock Incentive
Plan. Also includes Non-Qualified Stock Options exercisable to purchase
150,000 shares of Common Stock at an exercise price of $2.0625 per share,
issued to Dr. Lohrding in anticipation of the Company's registered public
offering of securities, which was declared effective by the Commission in
February, 1998 (the "Public Offering"). Does not include Lohrding Options
exercisable to purchase 300,000 shares of the Company's Common Stock issued
to Dr. Lohrding in anticipation of the Public Offering that are subject to
future vesting.
(3) Mr. Rogers exercises the sole voting and investment power with respect to
67,100 shares of common stock. Also includes 10,000 shares of Common stock
owned of record by Leslie Rogers, Mr. Roger's wife. Also includes Incentive
Stock Options exercisable to purchase 60,000 shares of Common Stock at an
exercise price of $1.375 per share issued under the Company's 1992 Stock
Incentive Plan.
(4) Represents Non-Qualified Stock Options exercisable to purchase, in the
aggregate, 200,000 shares of Common Stock at $1.75 per share, and Non-
Qualified Stock Options exercisable to purchase 20,000 shares of Common Stock
at an exercise price of $2.81 per share.
(5) Reflects Non-Qualified Stock Options exercisable to purchase 6,000 shares
of Common Stock at an exercise price of $1.75 per share, and Non-Qualified
Stock Options exercisable to purchase 20,000 shares of Common Stock at an
exercise price of $2.81 per share.
(6) Includes Non-Qualified Stock Options exercisable to purchase 7,500 shares
of Common Stock at an exercise price of $3.563 per share. Does not include
Non-qualified Stock Options exercisable to purchase 7,500 shares of Common
Stock which are subject to future vesting.
(7) Includes Non-Qualified Stock Options exercisable to purchase 5,000 shares
of Common Stock at an exercise price of $1.813 per share. Does not include
Non-Qualified Stock Options exercisable to purchase 15,000 shares of Common
Stock at an exercise price of $1.813 per share which are subject to future
vesting.
(8) Mitsui Engineering & Shipbuilding Company, Ltd., a Japanese corporation
("Mitsui"), is the record owner and exercises the sole power to vote and
invest 409,406 shares of the Company's Common Stock.
(9) Includes 380,076 shares of Common Stock owned by Mr. Hall individually
and/or by the R.S. Hall IRA; 1,000 shares of Common Stock owned by the Hall
Grantor Retained Annuity Trust and 6,000 shares of Common Stock owned by the
R.S. Hall Gift Trust, both of which are controlled by Mr. Hall; 2,500 shares
of Common Stock owned by the Wildwood Foundation, Inc., a non-profit private
foundation founded by Mr. Hall, and for whom Mr. Hall serves as President and
the Board of Trustees and supervises investment decisions; and 1,000 shares
of Common Stock owned by the Hall Scholarship Trust which was created and is
supervised by Mr. Hall. Also includes 157,576 shares of Common Stock issuable
upon exercise of Common Stock Purchase Warrants held of record by Mr. Hall.
Finally, includes 2,300 shares of Common Stock owned by Tayloreel
-9-
Corporation South, Inc., a controlled corporation of Mr. Hall. Mr. Hall
disclaims beneficial ownership of all shares of Common Stock owned by the
Hall Scholarship Trust, and the Wildwood Foundation, Inc. for purposes of
Section 16 of the Exchange Act.
(10) Includes 125,000 common stock purchase warrants.
Significant Employees
Jean M.Scharf. Ms. Scharf was appointed Chief Financial Officer and
-------------
Controller of the Company in August 1997. From April 1995 to August 1997, she
served as the Controller for TPL, Inc., a $7 million defense and private sector
contractor. From April 1984 to September 1994, she was employed by Applied
Technology Associates and with SAIC. She has also owned her own financial
software consulting business since 1994. She has a B.A. degree in business with
an accounting specialty from the University of New Mexico and is currently
working on an M.B.A. degree.
H. Travis Lee. Mr. Lee was appointed Vice-President of Sales and Marketing
-------------
in January, 1997. During 1996, Mr. Lee, was responsible for International
Marketing and Business Development at Laser Scope Surgical Systems, San Jose,
CA, a $70 million manufacturer of surgical laser systems. From February 1994 to
September 1996, he was Vice President for Marketing at Heraeus Surgical Inc., a
$30 million manufacturer of surgical lasers and other medical products. He held
senior management, marketing and sales positions with Medasonics, Inc. and
Xintec Corporation from 1991 to 1994. Mr. Lee received his B.S. degree from San
Jose State University in Graphic Design.
Richard Zigweid. Mr. Zigweid, Vice-President of Manufacturing, joined the
---------------
Company in August, 1996. Mr. Zigweid was Manufacturing Manager at Olympus
America from May 1994 to August 1996. He served as engineering manager at
Bausch & Lomb and as engineering manager and manufacturing engineer at Baxter
Healthcare from December 1988 to February 1994. He received his B.S. degree
from the University of Wyoming in Mechanical Engineering.
Michael Wolf. Mr. Wolf, Vice-President of Engineering, joined the Company
------------
in June 1991, and has been principally responsible for designing the Company's
flagship products. He served as Senior Engineer at Amtech Systems corp. and
spent 24 years at LANL in various technical positions beginning in 1967. He has
authored over 30 technical papers, holds 10 united States patents and has been
the lead designer on three projects that were awarded the R&D 100 Award,
signifying one of the 100 most significant technological advances of the year.
Connie Hoy. Ms. Hoy, Regulatory Affairs and Quality Assurance Manager,
----------
joined the Company in January, 1997. She served as Compliance Officer for
Tissue Technologies, Inc., a skin resurfacing laser manufacturer and wholly-
owned subsidiary of Palomar Medical Technologies, Inc. during 1995 and 1996,
where she achieved FDA Medical Device Quality System compliance, European market
permission, and ISO 9000 registration for Tissue Technologies' skin resurfacing
laser systems. From 1986 to 1995, Ms. Hoy was responsible for regulatory
affairs at the "O" Company, a dental implant company. Ms. Hoy received her B.A.
degree from the University of New Mexico.
Dr. Larry Keenan. Dr. Keenan, Sales Representative, joined the Company in
----------------
January 1993 and has been Product Manager for the Cell Robotics Workstation
since July, 1997. Dr. Keenan was the Regional Sales Manager of BioRad for the
confocal microscope product line of BioRad from 1991 through 1992. He received
his Ph.D. in Biological Sciences at the University of California at Irvine and
was an Associate Research Scientist in Neurobiology at Yale University.
Dr. Jerome Conia. Dr. Conia joined the Company in May 1992 as a Scientist
----------------
and has been the In Vitro Fertilization Workstation Product Manager since May
1996. He has authored several scientific papers on optical trapping and
scissoring and is the principal investigator on several SBIR grants. He
received his M.S. in
-10-
Embryology, Cellular Biology, and Physiology from the University of Paris, and
his Ph.D. in Specialty Life Science from the University of Orsay, Paris, France.
He also was a post-doctoral fellow in the Genetics Group at the LANL from March
1989 until May 1992.
David Costello. Mr. Costello, Product Manager of the Lasette, joined the
--------------
Company in August 1996. From February 1994 to September 1995, he was founder
and Executive Vice-President of Tecnal Products, Inc. From May 1992 to February
1994, he was Technology Development Program Manager at Lovelace Scientific
Resources. His qualifications include five patents in medical optics,
experience in regulatory development of new clinical products, and a M.S. degree
in Biomedical Engineering from Texas A&M University.
Legal Proceedings
None of the foregoing Directors or Executive Officers has, during the past
five years:
(1) Had any bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time;
(2) Been convicted in a criminal proceeding or subject to a pending
criminal proceeding;
(3) Been subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities, futures, commodities or
banking activities; and
(4) Been found by a court of competent jurisdiction (in a civil action),
the Securities and Exchange Commission or the Commodity Futures Trading
Commission to have violated a federal or state securities or commodities law,
and the judgment has not been reversed, suspended, or vacated.
Company's Technical Advisory Board
The Company has voluntarily formed an Advisory Board whose members are
chosen by the Board of Directors based upon their individual technical and
scientific expertise in areas related to the business of Cell Robotics. In
consideration of their services as members of the Advisory Board, each member
has been granted non-qualified stock options exercisable to purchase 6,000
shares of Common Stock at exercise prices ranging from $1.75 per share to $3.563
per share. Members of the Advisory Board receive no other compensation for
their services, which consist of approximately one (1) day per year devoted to
the business of the Company. The following persons currently serve as members
of the Company's Technical Advisory Board:
Dr. Michael Berns is President, Beckman Laser Institute and Professor of
-----------------
Cell Biology at the University of California.
Dr. Steven Chu is Chairman of the Physics Department, Stanford University
--------------
and the recipient of the 1997 Nobel Prize in physics.
Dr. Steven Block is Associate Professor of Molecular Biology at Princeton
----------------
University.
Dr. Paul Jackson is a Molecular and Plant Biologist at Los Alamos National
----------------
Laboratory.
Dr. Wilfried Feichtinger is at the Institute for Fertility in Vienna,
------------------------
Austria and was the recent chairman of the IXth World Congress on In Vitro
Fertilization and Assisted Reproduction.
-11-
Dr. Charles Bracker is the G. B. Cummins Distinguished Professor,
-------------------
Department of Botany and Plant Pathology, Purdue University.
Dr. Robert Stevenson is a biotech consultant in marketing and acquisitions.
--------------------
Dr. Otis Peterson is a laser expert and an inventor of the Alexandrite
-----------------
Laser.
Certain Relationships And Related Transactions
In December 1999, the Company obtained a note payable for $250,000 from
Humagen Fertility Diagnostic, Inc. whose majority shareholder is Dr. Debra
Bryant, a Board of Director of the Company. The note does not bear interest if
the note is paid in full at the end of six months. However, at the end of six
months, nay unpaid balance will begin to accrue interest at six percent (6%).
Any transactions between the Company and its officers, directors, principal
stockholders, or other affiliates have been, and will be, on terms no less
favorable to the Company than could be obtained from unaffiliated third parties
on an arms-length basis and will be approved by a majority of the Company's
independent, disinterested directors.
Compliance with Section 16(A) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires any person who owns more than ten percent of any class of any equity
security which is registered pursuant to Section 12 of the Exchange Act, or who
is a director or an officer of the issuer of such security, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC"). Directors, officers, and greater than ten-percent shareholders are
also required by SEC regulation to furnish the issuer of such securities with
copies of all Section 16(a) reports filed. Specific due dates for these reports
have been established and the Company is required to report in this Proxy
Statement any failure to file by these dates during 1999.
Based solely on a review of the copies of such reports required by Section
16(a), the Company believes that its officers, Directors, and stockholders
owning greater than 10% of the Common Stock of the Company complied with all
applicable Section 16(a) filing requirements during 1999. In making these
statements, the Company has relied upon the representations of its Directors,
Officers and/or ten percent (10%) shareholder, or copies of the reports that
they have filed with the Commission.
Executive Compensation
The following tables and discussion set forth information with respect to
all incentive stock option plan and non-plan compensation awarded to, earned by
or paid to the Chief Executive Officer ("CEO"), and the Company's only
additional highly compensated executive officer, all services rendered in all
capacities to the Company and its subsidiaries for each of the Company's last
three (3) completed fiscal years; provided, however, that no disclosure has been
made for any executive officer, other than the CEO, whose total annual salary
and bonus does not exceed $100,000.
- --------------------------------------------------------------------------------
-12-
SUMMARY COMPENSATION TABLE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Long Term Compensation
------------------------------------
Annual Compensation Awards Payouts
------------------------------------ ------------- -------
Other
Name Annual Restricted
and Compen- Stock LTIP All Other
Principal Salary Bonus sation Award(s) Options/ Payouts Compensa-
Position Year ($) ($) ($) ($) SARs(#) ($) tion ($)
- -----------------------------------------------------------------------------------------------------------
Ronald K. 1999 $123,115 $-0- $6,343 -0- -0- -0- -0-
Lohrding, 1998 $123,115 $-0- $6,343 -0- -0- -0- -0-
President, CEO 1997 $123,115 $-0- $6,079 -0- -0- -0- -0-
H. Travis Lee, 1999 $110,000 $-0- $3,898 -0- -0- -0- -0-
Vice President 1998 $110,000 $-0- $4,204 -0- -0- -0- -0-
Marketing and 1997 $110,000 $-0- $4,293 -0- -0- -0- -0-
Sales
Employment Agreements
The Company has entered into written Employment Agreements, having terms of
five (5) years each, with Dr. Lohrding and Craig T. Rogers, the Company's Vice
President of Investor Relations. The Employment Agreement with Dr. Lohrding
provides for Dr. Lohrding to serve the Company as its Chairman, President and
CEO, on a full-time basis, for a minimum base salary of $100,000 per year.
During fiscal year 1999, Dr. Lohrding was paid a base salary of $123,115. The
Employment Agreement with Mr. Rogers originally provided for his serving as
Chief Financial Officer, Secretary and Treasurer, on a part-time basis, for a
minimum base salary of $27,000 per year. Effective January 9, 1997, Mr. Rogers
resigned as Chief Financial Officer; however, he remains as the Company's Vice
President of Investor Relations, Secretary and Treasurer. Mr. Rogers was paid a
base salary of $41,040 during fiscal 1999. The Company also has a written
employment agreement with Mr. H. Travis Lee, Vice President of Marketing and
Sales. Under Mr. Lee's agreement, he receives a base salary of $110,000 per
year; provided, however, that either the Company or Mr. Lee may terminate the
employment relationship upon thirty days' prior written notice.
Stock Incentive Plan
During fiscal 1992, the Company adopted a Stock Incentive Plan (the
"Plan"). Pursuant to the Plan, stock options granted to eligible participants
may take the form of Incentive Stock Options ("ISO's") under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") or options which do not
qualify as ISO's (Non-Qualified Stock Options or "NQSO's"). As required by
Section 422 of the Code, the aggregate fair market value of the Company's Common
Stock with respect to its ISO's granted to an employee exercisable for the first
time in any calendar year may not exceed $100,000. The foregoing limitation
does not apply to NQSO's. The exercise price of an ISO may not be less than
100% of the fair market value of the shares of the Company's Common Stock on the
date of grant. The exercise price of an NQSO may be set by the administrator.
An option is not transferable, except by will or the laws of descent and
distribution. If the employment of an optionee terminates for any reason (other
than for cause, or by reason of death, disability, or retirement), the optionee
may exercise his or her options within a ninety (90) day period following such
termination to the extent he or she was entitled to exercise such options at the
date of termination. Either the Board of Directors (provided that a majority of
directors are
-13-
"disinterested") can administer the Plan, or the Board of Directors may
designate a committee comprised of directors meeting certain requirements to
administer the Plan. The Administrator will decide when and to whom to make
grants, the number of shares to be covered by the grants, the vesting schedule,
the type of award and the terms and provisions relating to the exercise of the
awards. An aggregate of 1,500,000 shares of the Company's Common Stock is
available for issuance under the Plan.
At December 31, 1999, the Company had granted a total of 919,623 Incentive
Stock Options under the Plan consisting of 554,653 Incentive Stock Options
exercisable at prices ranging from $1.375 per share to $1.875 per share, and
364,970 Non-Qualified Stock Options ("NQSO's"), which NQSO's have been issued to
members of the Technical Advisory Board and other Company advisors, and to
certain members of the Board of directors, and are exercisable at prices ranging
from $1.75 per share to $3.563 per share. All options have been issued with
exercise prices at or above market value on the date of issuance.
The following tables set forth certain information concerning the granting
and exercise of incentive stock options during the last completed fiscal year by
each of the named executive officers and the fiscal year-end value of
unexercised options on an aggregated basis:
TABLE 2
Option/SAR Grants for Last
--------------------------
Fiscal Year-Individual Grants
-----------------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to
Options/SARs Employees in Exercise Price
Name Granted (#) Fiscal Year ($/sh) Expiration Date
- ------------------------------------------------------------------------------------------------------
Ronald K. Lohrding -0- -0- -0- -0-
H. Travis Lee -0- -0- -0- -0-
- ------------------------------------------------------------------------------------------------------
TABLE 3
Aggregated Option/SAR Exercises in Last Fiscal Year
---------------------------------------------------
and FY-End Option/SAR Values
----------------------------
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)/(2)/
Shares Acquired Value Realized(1) Unexercisable/ Unexercisable/
Name on Exercise (#) ($) Exercisable Exercisable
- -------------------------------------------------------------------------------------------------------------
Ronald K. Lohrding -0- -0- 0/325,000 $0/
$618,750
H. Travis Lee -0- -0- 0/74,174 $0/
$101,989
- -----------------------------------------------------------------------------------------------------------
-14-
(1) Value Realized is determined by calculating the difference between the
aggregate exercise price of the options and the aggregate fair market value
of the Common Stock on the date the options are exercised.
(2) The value of unexercised options is determined by calculating the
difference between the fair market value of the securities underlying the
options at fiscal year end and the exercise price of the options. The
closing bid price of the Company's Common Stock at fiscal year end 1999,
was $2.06.
Employee Stock Purchase Plan
As of the date of this Proxy Statement, no shares of Common Stock have been
issued under the Employee Stock Purchase Plan ("ESPP") which was approved by the
Board of Directs and Shareholder in 1995. There have been no subscriptions of
employees to participate in the ESPP. The Company expects to begin implementing
the ESPP during fiscal year 2000.
2001 Annual Meeting
No definitive date for the Annual Meeting of Shareholders in 2001 has been
established. Qualifying shareholders may submit proposals that are consistent
with the Company's Bylaws and federal securities laws to the Company for
inclusion in the Company's proxy material relating to the 2001 Annual Meeting.
The Company must receive such proposals at its business address (set forth at
the beginning of this Proxy Statement) no later than December 15, 2000.
Other matters
The Company's Management is not aware of other matters which may come
before the Meeting. The Directors' designees or other persons named in the
accompanying form of proxy will vote said proxy in accordance with their
judgment if any other matter does properly come before the Meeting. A majority
of those votes present at the Meeting cast in favor of any such matter will
result in the passage of such matter.
A copy of Form 10-KSB, the annual report filed by the Company with the
Securities and Exchange Commission, will be furnished without charge to any
person who requests it in writing, from the office of the Company at its address
noted on this Proxy Statement.
CELL ROBOTICS INTERNATIONAL, INC.
By: /s/ Craig T. Rogers
------------------------------------
Craig T. Rogers, Secretary
-15-
CELL ROBOTICS INTERNATIONAL, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Dr. Ronald K. Lohrding or
Craig T. Rogers (SEE NOTE BELOW) or either of them acting in the absence of the
other, with full power of substitution the true and lawful attorneys or attorney
and proxies of the undersigned to attend the Annual Meeting of the Shareholders
of Cell Robotics International, Inc. (the "Company") to be held at the Hilton
Hotel, 1901 University N.E., Albuquerque, New Mexico 87102 on May 19, 2000 at 10
o'clock a.m., Mountain Daylight Time, or any adjournment or adjournments
thereof, and vote all the shares of the Company standing in the name of the
undersigned with all the powers the undersigned would possess if present at said
meeting.
1. To elect Directors: Dr. Ronald K. Lohrding, Mark Waller, Dr. Raymond
Radosevich, Dr. Debra Bryant, Andrew F. Pollet, Dipl. Ing. Oton Tisch,
and Steven A. Crees.
FOR each nominee listed above ______ WITHOLD AUTHORITY ____
(except as marked to the contrary below) to vote for all nominees listed
above
(INSTRUCTION: To withhold authority to vote for any individual nominee, print
the name of the nominee on the space provided below)
______________________________________________________________________________
2. To increase the aggregate number of shares of common stock authorized for
the issuance under the Company's 1992 Incentive Stock Option Plan by
750,000 shares.
FOR ____ AGAINST _____ ABSTAIN ____
3. To approve the increase in authorized common shares available for issuance
under the Company's Articles of Incorporation to 50,000,000 shares.
FOR ____ AGAINST _____ ABSTAIN ____
4. To ratify the selection of Peat Marwick KPMG, LLP as independent
accountants of the Company for the fiscal year ending December 31, 2000.
FOR ____ AGAINST _____ ABSTAIN ____
5. Upon such other matters as may properly come before the meeting.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR ITEM 1 AND IN THE
DISCRETION OF THE PERSON HOLDING THE PROXY FOR ANY OTHER BUSINESS.
(NOTE: Should you desire to appoint a proxy other than the management designees
named above, strike out the names of management designees and insert the name of
your proxy in the space provided above. Should you do this, give this proxy
card to the person you appoint instead of returning the proxy card to the
Company.)
(PLEASE DATE, SIGN AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.)
Receipt is acknowledged of Notice of Annual Meeting and Proxy Statement for the
meeting.
Date
-------------------------------------------------
------------------------------------------------------
Name (please type or print)
-------------------------------------------------------
Signature
-------------------------------------------------------
Signature, if held jointly
Please sign exactly as name appears to the left. When shares are held by joint
tenants, both should sign. When signing as executor, administrator, attorney,
trustee, or guardian, please give full title as such. If a corporation, please
sign in full corporation name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.