SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ X ] Definitive Proxy Statement
[ ] Definitive Additional [ ] Soliciting Materials
Materials Pursuant to
Section 240.14a-11(c) or
Section 240.14a-12
[ ] Confidential, for use of
the Commission Only
(as permitted by Rule 14a-6(3)(2))
INTERNATIONAL MUREX TECHNOLOGIES CORPORATION
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(Name of Registrant as Specified in its Charter)
--------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than 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.
1) Title of each class of securities to which transaction
applies:
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2) Aggregate number of securities to which transaction
applies:
----------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
amount on which the filing fee is calculated and state
how it was determined):
----------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------
5) Total fee paid:
-------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
1) Amount Previously Paid:
-----------------------------------
2) Form, Schedule or Registration Statement Number:
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3) Filing Party:
---------------------------------------------
4) Date Filed:
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INTERNATIONAL MUREX TECHNOLOGIES CORPORATION
2255 B. Queen Street, East, Suite 828
Toronto, Ontario M4E 1G3
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS-MAY 13, 1997
-----------------------------------------------------
NOTICE IS HEREBY GIVEN THAT the Annual Meeting (the "Meeting") of
the Shareholders of INTERNATIONAL MUREX TECHNOLOGIES CORPORATION
(the "Company") will be held at the Four Seasons Hotel, 21 Avenue
Road, Toronto, Ontario on Tuesday, May 13, 1997, at the hour of
2:00 p.m. eastern daylight savings time for the following
purposes:
1. To receive the Report of the Directors to the
Shareholders and the consolidated financial statements
of the Company, together with the Auditor's Report
thereon, for the year ended December 31, 1996.
2. To elect Directors for the ensuing year.
3. To amend the Employee Stock Purchase Plan.
4. To appoint the Auditors for the ensuing year and to
authorize the Directors to fix the remuneration to be
paid to the Auditors.
5. To transact such further or other business as may
properly come before the Meeting and any adjournments
thereof.
Management of the Company is not aware of any other matter to
come before the Meeting other than as set forth in this Notice
and Proxy Statement. The Company's audited financial statements
and Annual Report to Shareholders for 1996 accompany this Notice
and Proxy Statement.
The close of business on March 24, 1997 has been fixed as the
record date for determining the Shareholders entitled to notice
of and to vote at the Meeting. If you are unable to attend the
Meeting in person, please complete, sign and date the enclosed
form of proxy and return the same in the enclosed return
envelope.
BY ORDER OF THE BOARD
JILL A. GILMER
Corporate Secretary
April 3, 1997
INTERNATIONAL MUREX TECHNOLOGIES CORPORATION
2255 B. Queen Street, East, Suite 828
Toronto, Ontario M4E 1G3
PROXY STATEMENT
---------------
(As of April 3, 1997, except as indicated)
This Proxy Statement is furnished in connection with the
solicitation of Proxies by the management of INTERNATIONAL MUREX
TECHNOLOGIES CORPORATION (the "Company" or "IMTC") for use at the
Annual Meeting (the "Meeting") of Shareholders to be held on May
13, 1997, and at any adjournments thereof. The solicitation will
be conducted by mail and may be supplemented by telephone or
other personal contact to be made without special compensation by
officers and employees of the Company. The cost of the proxy
solicitation including clerical work, printing and postage will
be borne by the Company. All Shareholders of the Company's
outstanding common shares at the close of business on March 24,
1997 (the "Record Date") are entitled to attend and vote at the
Meeting. The approximate date on which this Proxy Statement and
accompanying form of proxy are being mailed to Shareholders is
April 3, 1997.
All currency amounts stated herein are in United States dollars,
unless otherwise noted. As of March 14, 1997, the noon buying
rate as reported by the Federal Reserve Bank of New York for the
conversion of Canadian dollars into United States dollars was
$1.3636 Cdn. equals $1.00 U.S.
REVOCABILITY OF PROXY
The persons named as proxy holders in the enclosed form of proxy
are Directors or officers of the Company.
Any Shareholder returning the enclosed form of proxy may revoke
the same at any time insofar as it has not been exercised. In
addition to revocation in any other manner permitted by law, a
proxy may be revoked by instrument in writing executed by the
Shareholder or by his attorney authorized in writing or, if the
Shareholder is a corporation, under its corporate seal or by an
officer or attorney thereof duly authorized, and deposited at the
registered office of the Company, 10th Floor 595 Howe Street,
Vancouver, British Columbia, V6C 2T5, at any time up to and
including the last business day preceding the day of the Meeting,
or any adjournment thereof, or with the Chairman of the Meeting
on the day of the Meeting. A proxy may also be revoked by
executing and delivering a later dated proxy in the manner
described in the preceding sentence or by attending and voting in
person at the Meeting.
VOTING SHARES
The Company is authorized to issue 200,000,000 common shares
without par value, of which 16,285,011 common shares, were issued
and outstanding on the Record Date. Only the holders of common
shares of record at the close of business on the Record Date will
be entitled to attend and vote at the Meeting. Each one common
share held is entitled to one vote. The affirmative vote of a
majority of the shares represented at the Meeting and entitled to
vote is sufficient for the election of Directors and the approval
of the proposed resolutions. Only those votes cast for or
against a resolution are included in determining whether a
resolution is approved or defeated.
VOTING OF PROXIES
A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE
A SHAREHOLDER) TO ATTEND AND ACT FOR HIM AND ON HIS BEHALF AT THE
MEETING OTHER THAN THE PERSONS DESIGNATED IN THE ACCOMPANYING
FORM OF PROXY. TO EXERCISE THIS RIGHT THE SHAREHOLDER MAY INSERT
THE NAME OF THE DESIRED PERSON IN THE BLANK SPACE PROVIDED IN THE
PROXY AND STRIKE OUT THE OTHER NAMES OR MAY SUBMIT ANOTHER PROXY.
THE SHARES REPRESENTED BY THE PROXY CARD WILL BE VOTED OR
WITHHELD FROM VOTING IN ACCORDANCE WITH THE INSTRUCTIONS OF THE
SHAREHOLDER ON ANY BALLOT OF A PROPOSAL THAT MAY BE CALLED FOR
AND, IF THE SHAREHOLDER SPECIFIES A CHOICE WITH RESPECT TO ANY
MATTER TO BE ACTED UPON, THE SECURITIES WILL BE VOTED
ACCORDINGLY. WITH RESPECT TO ANY AMENDMENTS OR VARIATIONS IN ANY
OF THE PROPOSALS SHOWN ON THE PROXY CARD, OR MATTERS WHICH MAY
PROPERLY COME BEFORE THE MEETING, THE SHARES WILL BE VOTED BY THE
NOMINEE APPOINTED AS THE NOMINEE IN ITS SOLE DISCRETION SEES FIT.
ELECTION OF DIRECTORS (PROPOSAL 1)
The Directors of the Company are elected at each Annual Meeting
and hold office until the next Annual Meeting or until their
successors are appointed. In the absence of instructions to the
contrary, the enclosed proxy will be voted for the nominees
listed below.
The Company currently has nine authorized seats on the Board and
nine members are proposed for Shareholder election. The
following table sets forth information concerning the individuals
nominated by the Board of Directors to be elected Directors of
the Company, including their ages, positions and tenure with the
Company in such position as of the date of this Proxy Statement:
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NAME/POSITION AGE DIRECTOR SINCE
-------------- --- ---------------
C. ROBERT CUSICK 50 February 3, 1989
Chief Executive Officer,
President and Director
J. TREVOR EYTON, O.C.(1) 62 January 21, 1997
Director
THOMAS L. GAVAN, M.D.(1) 67 April 17, 1990
Director
NORBERT J. GILMORE, 54 April 17, 1990
Ph.D.,M.D.(2)
Director
JAY A. LEFTON(1) 40 December 9, 1991
Director
HARTLAND M. MACDOUGALL, CVO, 66 January 21, 1997
O.C.(2)
Director
STANLEY E. READ, Ph.D., M.D.(2) 56 April 17, 1990
Director
VICTOR A. RICE(2) 56 April 15, 1994 (previously a
Director director from April 17,
1990 to
November 30, 1992)
F. MICHAEL P. WARREN, Q.C. 61 June 28, 1989 (previously a
Chairman and Director director from June 5, 1986
to
August 27, 1987)
1 Member of the Audit Committee
2 Member of the Compensation Committee
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2
C. Robert Cusick has been President and Chief Executive Officer
(CEO) of IMTC since December 1, 1996 and Vice Chairman since
November 1993. He previously served as President and CEO of IMTC
from April 1990 to October 1993 and as Chief Financial Officer
from March 1995 to December 1996. He continues to serve in
various executive positions for a number of the Company's
subsidiaries. Mr. Cusick is a certified public accountant and
has served in various executive positions in manufacturing,
banking and real estate prior to joining the Company.
The Honorable J. Trevor Eyton has served as a member of the
Canadian Senate since September 1990. In addition, Mr. Eyton
currently serves as the Chairman of Brascan Limited and Trilon
Financial Corporation. From 1962 to 1979, Mr. Eyton was a
partner of the law firm Tory Tory DesLauriers & Binnington of
Toronto, Ontario. Mr. Eyton also serves as a director of other
companies such as Coca-Cola Beverages, General Motors of Canada
Limited, London Life Insurance Group Inc., M. A. Hanna Company
and Noranda Inc.
Dr. Thomas L. Gavan served as the Chairman of the Division of
Laboratory Medicine of The Cleveland Clinic Foundation, a medical
clinic in Cleveland, Ohio from 1985 until his retirement on
December 31, 1991. He is a member of the Board of Governors of
the College of American Pathologists. He is also a past
President of the National Committee for Clinical Laboratory
Standards.
Dr. Norbert J. Gilmore has been a Senior Physician of the Royal
Victoria Hospital, Montreal, Quebec since 1987, and a member of
its Division of Clinical Immunology since 1974. He has been a
member of the Faculty of Medicine at McGill University in
Montreal since 1974 and has been a Professor of Medicine since
1994. He has also been a Member of the McGill Centre for
Medicine, Ethics and Law since 1986. He was Chairman of the
National Advisory Committee on AIDS from 1983 to 1989, co-founder
of the Canadian Foundation for AIDS Research ("CanFAR"), its
President from 1988 to 1989, and was Chairman of the Expert
Committee on AIDS and Prisons of the Correctional Service of
Canada from 1992 to 1994.
Jay A. Lefton has been a partner of the firm of Aird & Berlis,
Barristers and Solicitors, Toronto, Ontario since 1986, where he
specializes in corporate and securities law. He is a member of
the Ontario Biotechnology Advisory Board as well as a member of
the Board of Governors, the Commercial Developments Committee and
the Technology Transfer and Industrial Liaison Committee of Mount
Sinai Hospital, Toronto, Ontario. Mr. Lefton sits on the board
of directors of various charitable organizations, including the
Huntington Society of Canada and the Reena Foundation. He is
also a member of the Board of Directors of Sumtra Diversified
Inc. Aird & Berlis has and is currently providing legal counsel
for the Company in Ontario.
Hartland M. MacDougall currently serves as the Deputy Chairman of
London Life Insurance Company and London Insurance Group Inc. He
was the former Chairman of Royal Trust and related companies from
1984 to 1993 when it was sold to the Royal Bank of Canada. Prior
to that Mr. MacDougall was a career banker with Bank of Montreal
from 1953, serving as a director from 1974 to 1984 and the last
four years as Vice Chairman.
Dr. Stanley E. Read has been the director of the HIV/AIDS
Comprehensive Care Program since 1988 and the Head of the
Division of Infectious Diseases since 1992 at The Hospital for
Sick Children in Toronto, Ontario. He has been Professor of
Pediatrics and Microbiology at the University of Toronto since
1990 and was an Associate Professor of Pediatrics and
Microbiology at the University of Toronto from 1980 to 1990. He
was the Director of the Infectious Disease Training Program at
The Hospital for Sick Children, Toronto, Ontario, between 1986
and 1990. He also has been an Associate in the Department of
Medicine at the Toronto General Hospital since 1983 as well as an
Adjunct Professor at Rockefeller University in New York, New York
since 1980. He is on the Board of Directors of CanFAR and has
been the Chairman of its Scientific Advisory Committee since
1992.
Victor A. Rice is Chief Executive and a Director of Lucas Varity
plc, a global manufacturer and supplier of products, systems and
services to the automotive, diesel engine and aerospace
industries. From 1980 until 1996, Mr. Rice was chairman and Chief
Executive Officer of Varity Corporation. Mr. Rice also serves as
a director of the Louisiana Land and Exploration Company and
American Precision Industries.
3
F. Michael P. Warren, a founder of IMTC, has served as Chairman
of the Board of the Company since April 1990. He has also served
in various executive positions for the Company's UK and other
subsidiaries since February 1992. Mr. Warren was a partner of
the firm of Owen, Bird, Barristers and Solicitors, Vancouver,
British Columbia from 1970 through January 1992. Mr. Warren also
serves as a Director of Biotechna Environmental Technologies
Corporation.
EXECUTIVE OFFICERS
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DIRECTOR AND/OR
NAME AGE POSITION POSITION SINCE
---- --- -------- ---------------
F. MICHAEL P. WARREN 61 Chairman April 17, 1990
C. ROBERT CUSICK 50 President & CEO February 3, 1989
STEVEN C. RAMSEY 48 CFO and Vice March 1, 1995
President/Controller
GUIDO GUIDETTI 46 Vice President December 3, 1996
R. PETER SILVESTON 47 Vice President December 3, 1996
JILL A. GILMER 37 Corporate Secretary November 13, 1992
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The career synopsis of all Executive Officers not listed below is
contained in the section entitled "Election of Directors."
Steven C. Ramsey has served as Chief Financial Officer since
December 1996 and as Vice President/ Controller since March 1995.
From May 1993 until August 1996, he served as Finance Director of
the Company's UK subsidiaries. Mr. Ramsey joined the Company as
Vice President, Finance of Murex Corporation in February 1992.
Prior to joining the Company, Mr. Ramsey served in various
management capacities with Sprint and The Molson Companies
Limited.
Guido Guidetti has served as Vice President since December 1996.
He has also served as a Director and General Manager-Commercial
Operations of the Company's UK subsidiaries since joining the
Company in November, 1993. Mr. Guidetti is responsible for the
continued development and management of the Company's worldwide
marketing and distribution network. Mr. Guidetti has over 18
years' experience in the diagnostic products industry. Prior to
joining the Company, Mr. Guidetti was Director of Commercial
Operations Europe for Syntex's SYVA Diagnostics. Mr. Guidetti
also served in various management capacities at Abbott
Diagnostics for seven years and at Johnson & Johnson for more
than eight years.
R. Peter Silveston has served as Vice President since December
1996. He has also served as a Director and General Manager of the
Company's UK subsidiaries since 1992. Mr. Silveston is
responsible for operations, research and development, information
systems and legal and intellectual property matters. With over
26 years in the health care industry, Mr. Silveston was a member
of the executive management team of Wellcome Diagnostics at the
time of the acquisition of the business by the Company in
February 1992. Prior to joining Wellcome Diagnostics in 1989, he
served in various management positions in the pharmaceutical
business of The Wellcome Foundation Limited.
Jill A. Gilmer has served as Corporate Secretary of IMTC since
November 1992. She has also served in various other positions
with subsidiaries of the Company since August 1985.
4
THE BOARD OF DIRECTORS
During the year ended December 31, 1996, the Board of Directors
held six meetings. Every director, with the exception of Austin
Taylor, a former director, attended more than 90% of the meetings
of the Board and the committees on which they serve. Mr. Taylor,
now deceased, was seriously ill during the year and resigned his
position in November 1996. On six other occasions, the Board
unanimously consented in writing to various resolutions
pertaining to the Company's affairs.
The Company pays each Director, other than a Director who is an
officer or employee of the Company, an annual fee in the amount
of $5,000. In addition, each such Director is paid a meeting fee
of $1,500 for each meeting of the Board of Directors and each
committee meeting attended, and is reimbursed for incidental out-
of-pocket expenses. During the most recently completed year,
$126,000 was paid to the non-executive Directors of the Company
pursuant to this arrangement.
See "Employee Equity Incentive Plan" regarding stock options
which have been or may be granted to the Company's Directors.
COMMITTEES OF THE BOARD
The Board of Directors has two standing committees to assist in
carrying out its obligations. Committee positions held during
1996 are set forth in the table of the section entitled,
"Election of Directors." The principal responsibilities of each
committee are described below.
The Audit Committee, comprised of three independent Directors, is
primarily concerned with the effectiveness of the Company's
accounting policies and practices, financial reporting and
internal controls. Specifically, the Committee recommends to the
Board of Directors the firm to be appointed as the Company's
independent public accountants, subject to ratification by the
Shareholders; reviews and approves the scope of the annual
examination of the books and records of the Company and its
subsidiaries and reviews the audit findings and recommendations
of the independent public accountants; considers the
organization, scope and adequacy of the Company's internal audit
staff of the Company, and provides oversight with respect to
accounting principles employed in the Company's financial
reporting. This Committee met five times during 1996.
The Compensation Committee, currently comprised of four non-
employee Directors, oversees the Company's compensation and
benefit policies and programs, including administration of the
Amended and Restated 1993 Employee Equity Incentive Plan and the
1990 Stock Option Plan and the Employee Stock Purchase Plan. It
also recommends to the Board of Directors annual salaries,
bonuses and stock option awards for officers and certain other
key executives. This committee unanimously consented in
writing, on three separate occasions, to various resolutions
pertaining to Committee affairs.
5
BENEFICIAL OWNERSHIP OF SECURITIES
SHARES HELD BY NOMINEES FOR ELECTION OF DIRECTORS
The following table sets forth as of the Record Date the number
and percentage of common shares of the Company owned beneficially
by each nominee for election as a Director:
------------------------------------------------------------------------
No. of
Common Percentage of
Shares Outstanding
Acquirable Common Shares
Percentage upon if all
Number of of Exercise of Options Owned
Outstanding Outstanding Options or Controlled
Shares Common Owned or are
Name and Location Owned(2) Shares Controlled(2) Exercised(1)
------------------ ---------- -------- ------------- -------------
C. ROBERT CUSICK 38,929 0.2% 225,200(3) 1.6%
Pittsburgh,
Pennsylvania
J. TREVOR EYTON 0 * 10,000 0.1%
Toronto, Ontario
THOMAS L. GAVAN 5,000 * 50,000 0.3%
Bay Village, Ohio
NORBERT J. GILMORE 17,500 0.1% 50,000 0.4%
Montreal, Quebec
JAY A. LEFTON 800 * 50,000 0.3%
Toronto, Ontario
HARTLAND M. 0 * 10,000 0.1%
MACDOUGALL
Toronto, Ontario
STANLEY E. READ 20,000 0.1% 50,000 0.4%
Toronto, Ontario
VICTOR A. RICE 25,000 0.2% 50,000 0.5%
Buffalo, New York
F. MICHAEL P. 321,450(4) 2.0% 225,200(5) 3.4%
WARREN
London, England
ALL OFFICERS AND
DIRECTORS AS A GROUP 438,038 2.7% 815,550 7.5%
(13 persons)
*Less than 0.1%
1 The stock ownership information is based upon the number of common
shares outstanding and the number of common shares which may be
acquired upon the exercise of outstanding options (as applicable) as
of 60 days after the Record Date.
2 Unless otherwise indicated, each person has sole voting and investment
powers with respect to the shares specified opposite his name.
3 Does not include (i) 60,539 common shares that were awarded to Mr.
Cusick as part of his 1996 bonus (see "Summary Compensation Table" and
"Compensation Committee Report on Executive Compensation - Annual
Incentive Opportunity"), or (ii) 25,200 common shares which may be
acquired upon the exercise of unvested options that were granted
March 4, 1996.
4 Includes 109,715 shares owned of record by Proteus BioResearch
Corporation, of which Mr. Warren owns one-third of the outstanding
common shares; 23,900 shares owned of record by Hygeia Diagnostics
Corporation, of which Mr. Warren owns one-half of the outstanding
common shares; and 158,284 shares owned of record by QGB Investments
Limited, of which Mr. Warren owns 28.33% of the outstanding common
shares. Mr. Warren shares voting and investment power for these
shares which total 291,899 or 90.8% of his holdings of the Company's
common shares.
5 Does not include (i) 60,539 common shares that were awarded to Mr.
Warren as part of his 1996 bonus (see 'Summary Compensation Table"
and "Compensation Committee Report on Executive Compensation - Annual
Incentive Opportunity"), or (ii) 25,200 common shares which may be
acquired upon the exercise of unvested options that were granted
March 4, 1996.
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6
BENEFICIAL OWNERS OF MORE THAN 5% OF VOTING STOCK
To the knowledge of the Directors and executive officers of the
Company, no person beneficially owned, directly or indirectly, or
exercised control or direction over shares representing more than
5% of the outstanding common shares of the Company as of the
Record Date, unless otherwise noted, except the following:
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No. of Outstanding
Common Shares Percentage of
Owned or Outstanding Common
Name Controlled Shares
---- ------------------ ------------------
The Estate of Edward J. 1,983,013(1) 12.4%
DeBartolo, Sr.
7620 Market Street
Youngstown, Ohio
Edward J. DeBartolo, Jr. 2,533,450 15.8%
7620 Market Street
Youngstown, Ohio
Citicorp and its 1,790,433(2) 11.2%
wholly-owned
subsidiaries, Citibank,
NA(US); Citibank
(Switzerland); Citibank
(Luxembourg);
Citibank, NA (UK)
399 Park Avenue
New York, New York
University of Notre 1,000,000 6.2%
Dame
Notre Dame, Indiana
Oracle Partners, L.P. 880,500(3) 5.5%
and Oracle
Institutional
Partners, L.P.
Larry Feinberg
712 Fifth Avenue,
45th Floor
New York, New York
------------------------
1 Edward J. DeBartolo, Jr. and Marie Denise DeBartolo York are
co-executors of The Estate of Edward J. DeBartolo, Sr. and
as such disclaim beneficial ownership of these shares except
to the extent of their presently indeterminate pecuniary
interest.
2 Based solely upon information furnished to the Company on
Schedule 13G dated January 14, 1997 including data as of
November 30, 1996.
3 Based solely upon information furnished to the Company on
Schedule 13D dated January 9, 1997 including as of December
31, 1996.
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7
INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS
No insider or proposed nominee for election as a Director of the
Company and no associate or affiliate of the foregoing persons
has or has had any material interest, direct or indirect, in any
transaction since the commencement of the Company's last
completed financial year or in any proposed transaction which in
either such case has materially affected or will materially
affect the Company.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 of the Securities Exchange Act of 1934 requires
Directors, executive officers and persons, if any, owning more
than ten percent of a class of the Company's equity securities to
file reports with the Securities and Exchange Commission ("SEC")
and the Nasdaq National Market System.
Based solely upon a review of the copies of the forms furnished
to the Company or written representations that no other reports
were required, the Company believes that during the preceding
year filings applicable to executive officers and directors were
met except for the following late filings on Form 4: Mr. Cusick's
open market purchase of 3,000 shares on August 9, 1996 was filed
September 30, 1996 and an open market purchase by David Tholen
(formerly an officer and a director of the Company) of 100 shares
on April 24, 1996 was filed September 30, 1996. In addition, the
initial Form 3's for Messrs. Eyton, Guidetti, MacDougall and
Silveston were filed late.
8
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the total compensation paid or
accrued by the Company during the Company's three most recent
fiscal years to the Company's Chief Executive Officer, the four
most highly compensated executive officers and a former Chief
Executive Officer of the Company during the fiscal year ended
December 31, 1996.
========================================================================
SUMMARY COMPENSATION TABLE
------------------------------------------------------------------------
ANNUAL COMPENSATION (1)
------------------------------------------------
OTHER
ANNUAL
BONUS ($) COMPEN-
----------------------- SATION
EXECUTIVE (3)
OFFICER YEAR SALARY ($) CASH NON-CASH ($)
------------------------------------------------------------------------
C. Robert 1996 $230,625 $163,407(4) $363,236(5)
Cusick 1995 225,000
President/CEO 1994 225,000 425,000(10)
F. Michael P. 1996 $230,625 $163,407(4) $363,236(5) $ 56,290
Warren 1995 225,000
Chairman 1994 225,000 425,000(10)
Steven C. 1996 $126,034 $39,315(4)
Ramsey 1995 121,800 $85,073(5)
CFO & V.P./
Controller
Guido 1996 $187,747 $67,065(4) $133,763(5)
Guidetti
Vice President
R. Peter 1996 $144,822 $56,866(4) $104,750(5)
Silveston
Vice President
J. David 1996 $234,896(6) $181,563(4) $403,595(5)
Tholen(9) 1995 250,000 30,087
Former 1994 250,000 450,000(10)
President/CEO
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-------------------------------------------------------------------------
LONG TERM
COMPENSATION
---------------------
AWARDS(2) ALL
--------------------- OTHER
SECURITIES UNDERLYING COMPEN-
EXECUTIVE OPTIONS/SARS SATION(1)
OFFICER YEAR (#) ($)
--------------------------------------------------------------------------
C. Robert Cusick 1996 250,400 $17,216 (7)
President/CEO 1995 20,760 (7)
1994 20,000 (7)
F. Michael P. Warren 1996 250,400 14,922 (7)
Chairman 1995
1994
Steven C. Ramsey 1996 31,800 $12,078 (7)
CFO & V.P./ 1995 12,180 (7)
Controller
Guido Guidetti 1996 35,200 37,549 (7)
Vice President
R. Peter Silveston 1996 31,300 28,964 (7)
Vice President
J. David Tholen (9) 1996 256,000(11) $39,223(7,8)
Former President/CEO 1995 20,760 (7)
1994 17,708 (7)
--------------------------------------------------------------------------
(1) Amounts paid in currencies other than U.S. dollars have been
converted at applicable exchange rates.
(2) As of December 31, 1996, there were no shares of restricted stock
outstanding. A portion of the options granted in 1996 are not
exercisable, see table entitled "Aggregated Options/SAR Exercises
in Last Fiscal Year and Year-End Options SAR Value."
(3) Includes the amount of perquisites and other personal benefits paid
in excess of the lesser of $50,000, or 10% of the aggregate salary
and bonus.
(4) Amount includes cash payout based on criteria set forth in the
Senior Management Incentive Plan.
(5) Represents the value of a stock bonus awarded by the Compensation
Committee in September 1996 to executive officers and other key
managers following the settlement by the Company of its HCV patent
litigation against Chiron Corporation and Johnson & Johnson/Ortho
Diagnostic Systems, Inc. and their respective affiliates. During
the four years of this litigation throughout Europe and Australia,
the executive officers and key managers were under threat of
personal litigation and significant liability in regard to the
matters in dispute exposing them to adverse judgements in damages.
For purposes of this table, the shares were valued at $6 each based
on the fair market value of the Company's stock on the date of the
award. The underlying shares will be issued during 1998. See also
"Annual Incentive Opportunity."
(6) Includes Mr. Tholen's base salary earned through November 30, 1996.
(7) Amounts paid by the Company to tax-qualified defined contribution
retirement plan.
(8) Includes severance for Mr. Tholen of $21,354 paid in December 1996.
(9) Mr. Tholen resigned as President/CEO effective December 1, 1996 and
as a Director effective January 20, 1997.
(10) Consists of bonus payout pursuant to the 1994 EPS Plan and a one-
time incentive award as described in the 1995 Proxy Statement.
(11) At December 31, 1996, 56,000 options expired unexercised.
=========================================================================
9
The following table includes individual options/stock
appreciation rights (SARs) granted to the Chief Executive Officer
and other named executives during 1996.
==========================================================================
OPTION/SAR GRANTS IN LAST FISCAL YEAR
--------------------------------------------------------------------------
PERCENT OF TOTAL
OPTIONS/SARs
NUMBER OF GRANTED TO
OPTIONS/SARs EMPLOYEES IN EXERCISE OR EXPIRATION
NAME GRANTED (#) FISCAL YEAR BASE PRICE DATE
--------------------------------------------------------------------------
C. Robert 250,400 16.80% $3.125 3/4/2001
Cusick
--------------------------------------------------------------------------
F. Michael P. 250,400 16.80% $3.125 3/4/2001
Warren
--------------------------------------------------------------------------
Steven C. 31,800 2.13% $3.125 3/4/2001
Ramsey
--------------------------------------------------------------------------
Guido Guidetti 35,200 2.36% $3.125 3/4/2001
--------------------------------------------------------------------------
R. Peter 31,300 2.10% $3.125 3/4/2001
Silveston
--------------------------------------------------------------------------
J. David Tholen 200,000 13.42% $3.125 3/1/1999
Former 56,000 3.76% 3.125 12/31/1996
Pres./CEO
==========================================================================
--------------------------------------------------------------------------
POTENTIAL REALIZABLE VALUE AT ASSUMED
ANNUAL RATES OF STOCK PRICE APPRECIATION
FOR OPTION TERM ($)
------------------------------------------
NAME 5.00% 10.00%
------------------------------------------------------------------------
C. Robert Cusick $236,163 $502,928
------------------------------------------------------------------------
F. Michael P. Warren $236,163 $502,928
------------------------------------------------------------------------
Steven C. Ramsey $29,991 $63,870
------------------------------------------------------------------------
Guido Guidetti $33,197 $70,699
------------------------------------------------------------------------
R. Peter Silveston $29,519 $62,866
------------------------------------------------------------------------
J. David Tholen $112,985 $223,512
Former Pres./CEO 12,425 21,350
========================================================================
The following table shows the value of all options held by the Chief
Executive Officers and other named executives as of December 31, 1996.
=========================================================================
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTIONS SAR VALUE
-------------------------------------------------------------------------
NUMBER OF UNEXERCISED
SHARES OPTIONS/SAR AT YEAR-END
ACQUIRED (#)
ON VALUE ----------------------------
EXERCISE REALIZED
NAME (#) ($) EXERCISABLE UNEXERCISABLE
-------------------------------------------------------------------------
C. Robert Cusick None $ 0 200,000 50,400
F. Michael Warren None $ 0 200,000 50,400
Steven C. Ramsey None $ 0 20,000 11,800
Guido Guidetti None $ 0 20,000 15,200
R. Peter Silveston None $ 0 20,000 11,300
J. David Tholen None $ 0 200,000 0
Former Pres./CEO
=========================================================================
-------------------------------------------------------------------
VALUE OF UNEXERCISED
IN-THE-MONEY
OPTIONS/SAR AT YEAR-END ($)
--------------------------------
NAME EXERCISABLE UNEXERCISABLE
-------------------------------------------------------------------
C. Robert Cusick $756,300 $190,587
F. Michael Warren 756,300 190,587
Steven C. Ramsey 75,630 44,621
Guido Guidetti 75,630 57,478
R. Peter Silveston 75,630 42,730
J. David Tholen 756,300 0
Former Pres./CEO
===================================================================
10
The following table sets out particulars of the options and SARs
held by the named executives which were repriced downward from
December 11, 1990 (the date on which the Company became subject
to SEC reporting) to the period ended December 31, 1996. The
repricings reflected in the following table were effected to
sustain the stated objective of the plans to provide an effective
incentive to executive officers and key employees.
=========================================================================
TEN-YEAR OPTION/SAR REPRICING
-------------------------------------------------------------------------
MARKET PRICE
OF STOCK AT
NUMBER OF TIME OF
OPTIONS/SARs REPRICING OR
DATE OF REPRICED OR AMENDMENT
NAME REPRICING AMENDED (#) ($)(2)
-------------------------------------------------------------------------
C. Robert Cusick (1) 05/11/93 75,000 $5.00
03/04/96 75,000 2.94
03/04/96 75,000 2.94
03/04/96 125,000 2.94
-------------------------------------------------------------------------
F. Michael P. Warren (1) 05/11/93 75,000 5.00
03/04/96 75,000 2.94
03/04/96 75,000 2.94
03/04/96 125,000 2.94
-------------------------------------------------------------------------
Steven C. Ramsey 03/04/96 20,000 2.94
-------------------------------------------------------------------------
Guido Guidetti 03/04/96 20,000 2.94
-------------------------------------------------------------------------
R. Peter Silveston 03/04/96 20,000 2.94
-------------------------------------------------------------------------
J. David Tholen (1) 03/04/96 150,000 2.94
03/04/96 125,000 2.94
-------------------------------------------------------------------------
-------------------------------------------------------------------------
LENGTH OF
ORIGINAL
EXERCISE OPTION TERM
PRICE AT REMAINING AT
TIME OF NEW DATE OF
REPRICING EXERCISE REPRICING OR
AMENDMENT PRICE AMENDMENT
NAME ($) ($)(2) (3)
--------------------------------------------------------------------
C. Robert Cusick(1) Cdn. $14.50 $6.00 4 yrs.
Cdn. $5.75 3.13 <1 yr.
6.00 3.13 1 yr.
7.00 3.13 7 yrs.
--------------------------------------------------------------------
F. Michael P. Warren(1) Cdn. $14.50 $6.00 4 yrs.
Cdn. $5.75 3.13 <1 yr.
6.00 3.13 1 yr.
7.00 3.13 7 yrs.
--------------------------------------------------------------------
Steven C. Ramsey $6.00 $3.13 1 yr.
--------------------------------------------------------------------
Guido Guidetti $6.00 $3.13 7 yrs.
--------------------------------------------------------------------
R. Peter Silveston $6.00 $3.13 1 yr.
--------------------------------------------------------------------
J. David Tholen(1) $6.00 $3.13 7 yrs.
7.00 3.13 7 yrs.
--------------------------------------------------------------------
(1) Messrs. Cusick, Tholen and Warren forfeited 75,000 options each at
the March 4, 1996 regrant. They each received only 200,000
replacement options. All other optionees' received a number of
repriced options equal to the number they had outstanding at the
time of regrant.
(2) For the March 4, 1996 regrants, the Market Price and Exercise Price
information is set as of March 1, 1996, the day prior to grant,
pursuant to the plan.
(3) Those options regranted to executive officers and employees have
five year terms.
=========================================================================
MANAGEMENT CONTRACTS
No management functions of the Company are performed to any
substantial degree by a person other than the Directors or
executive officers of the Company listed in the "Summary
Compensation Table" and no other executive management contracts
exist, other than those described below.
During 1995, the Company entered into employment agreements with
Messrs. Warren and Cusick each having similar terms and
conditions. These agreements have initial terms of three years
with automatic renewal in one year increments thereafter unless
notification is provided. The beginning base salaries were set
at $225,000 for Messrs. Warren and Cusick allowing for annual
cost of living adjustments starting January 1, 1996. These
agreements incorporate two-year non-competition and non-
solicitation provisions of the Company's customers and employees.
If the Company terminates any of these executives for other than
cause, they will be entitled to receive twenty-four months base
compensation. These agreements also include provisions for
compensation pursuant to a change of control as further described
in this Proxy Statement in the following section entitled
"Termination of Employment or Change of Control."
11
Also during 1995, the Company entered into an employment
agreement with Mr. Tholen having similar terms and conditions and
those described above for Messrs. Cusick and Warren. The
beginning base salary was set at $250,000 for Mr. Tholen allowing
for annual cost of living adjustments starting January 1, 1996.
In December 1996, Mr. Tholen resigned as President and CEO and
will receive severance payments similar to those described for
Messrs. Warren and Cusick.
In July 1995, the Company entered into an employment agreement
with Mr. Ramsey. This agreement has an initial one year term
with automatic renewal in one year increments thereafter unless
notification is provided. Under the terms of the agreement, base
salary was set at $122,960 and will be adjusted annually by an
amount equal to the Consumer Price Index starting January 1,
1996. This agreement incorporates one-year non-competition and
non-solicitation provisions of the Company's customers and
employees. If the Company terminates Mr. Ramsey for other than
cause, he will be entitled to receive an amount equal to his
current annual base salary. Mr. Ramsey's contract also includes
provisions for compensation pursuant to a change of control as
further described in this Proxy Statement in the following
section entitled "Termination of Employment or Change of
Control".
Messrs. Guidetti and Silveston do not currently have employment
contracts. However, UK employment policies dictate that they are
entitled to twelve months pay in lieu of notice in the event the
Company terminates their employment. In the event that either
resigns his position, each is required to provide the Company
with six months notice. In addition, by letter agreement dated
January 12, 1996, the Company has provided for compensation
pursuant to a change of control as further described in this
Proxy Statement in the following section entitled, "Termination
of Employment or Change of Control."
TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL
In addition to the termination provisions of the employment
contracts described above, in September 1995 IMTC adopted change
of control provisions (the "Provisions") for its executive
officers and certain other key managers. The Company believes
that these Provisions will protect and enhance the Company's
ability to maintain a sound and vital management team despite a
possible change in control. The Provisions guarantee salary for
299% of the 5 year annual average of all compensation for Messrs.
Warren and Cusick and other benefits (medical, vacation,
disability, etc.) for a period of twenty-four months. For Messrs.
Ramsey, Guidetti, Silveston and other key employees the
Provisions guarantee base salary and other benefits for twenty-
four months. The Provisions also incorporate terms that enable
an acquiring company to retain key managers. All of the
Provisions have been incorporated into existing employment
agreements and continue with the term of each. The total amount
payable to all participants will be set aside in trust upon a
triggering event pursuant to the terms of the Provisions.
OTHER COMPENSATION MATTERS
No other compensation was paid by IMTC to executive officers
during the most recently completed financial year, including
personal benefits and securities or property paid or distributed,
which compensation is not offered on the same terms to all full
time employees other than those covered by a collective
agreement. The value of any such other compensation, paid under
terms available to all full-time employees however, does not
exceed the lesser of 10% of the total compensation or $50,000 for
any executive officer named in the Summary Compensation Table,
except as disclosed therein.
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
In January 1996, Mr. Warren borrowed from a Murex Biotech
Limited, a UK subsidiary, a total of 216,061 English pounds
(approximately US $335,543), evidenced by a promissory note,
for use in paying a tax liability associated with his employment
there. Payment of the principal amount and interest thereon
accumulated at a base rate plus one and one-half percent was paid
in full as of December 31, 1996.
12
In February 1997, Drs. Gavan, Gilmore and Read each borrowed
$60,000 from the Company in order to exercise expiring options.
Each borrowing was evidenced by a promissory note and payment of
the principal amount and interest is due in full on December 15,
1997. Interest will accrue on unpaid balances at an annual rate
of 8.89%, the Company's current borrowing rate.
EMPLOYEE BENEFIT PLANS
The Company provides a range of benefit plans to all employees
throughout the world. Following is a brief summary of the plans
in which executive officers may participate.
PROFIT SHARING PLANS
The US 401(k) Plan is a tax-qualified, defined contribution plan
administered by an administration committee appointed by the
Board of Directors of a wholly-owned US subsidiary of the
Company. Employees are eligible to make contributions on a pre-
tax basis, receive an allocation or employer matching and profit
sharing contributions at the next scheduled enrollment after
being employed for three months. A participant is always fully
vested in his or her own contributions and investment earnings on
those contributions. A participant will vest in the profit
sharing and matching contributions made on his or her behalf, and
earnings thereon, at the rate of 20% per year beginning after his
or her first year of service and become fully vested after five
years of service. Generally, a participant will not receive
distributions from the US 401(k) Plan until termination of
employment, disability or death.
The UK "money purchase" pension scheme (the "UK Plan") has been
approved by the Inland Revenue under Chapter 1, Part XIV of the
Income and Corporation Taxes Act of 1988. All permanent employees
are eligible to join the UK Plan on the day they become employed
and are between the ages of 18 and 60. Each participant is
required to contribute an amount equal to 2.5% of base salary.
The company contributes 7.5% of base salary to each participants'
account. Additional contributions can be made for which the
Company matches up to 2.5% of base salary. The total
contribution paid by the participant cannot exceed the lower of
15% of annual earnings or a figure determined by Inland Revenue
annually. A participant is always fully vested in his or her own
contributions and investment earnings on those contributions. A
participant will vest in the Company's matching contributions
beginning after his or her second year as a member of the UK
Plan. Generally, a participant will not receive Company
distributions from the UK Plan unless he or she reaches
retirement age or transfers all amounts to another qualified
plan.
EMPLOYEE EQUITY INCENTIVE PLAN
In May 1993, the Company's Board of Directors adopted the
International Murex Technologies Corporation Employee Equity
Incentive Plan (the "1993 Plan") which was approved by
Shareholders in June 1993 and further amended by Shareholder
approval in June 1994. The purpose of the 1993 Plan is to
provide long-term compensation incentives for superior
performance in the interest of Shareholders by key employees of
the Company, and its subsidiaries, as well as equity-based
compensation for members of the Board of Directors. The 1993
Plan is intended to strengthen the Company's long term financial
performance and its ability to attract and retain management
employees and directors upon whose judgment, initiative and
efforts the Company's continued success, growth and development
are dependent. The maximum number of common shares of the
Company which may be issued pursuant to awards under the 1993
Plan is no more than 2,000,000 shares.
The Compensation Committee determines the terms and conditions of
the options granted under the 1993 Plan, including the type of
option and the time and manner in which each option becomes
exercisable. Generally, the exercise period for any option,
including any extension which the Committee may from time to time
decide to grant, may not exceed ten years from the date of grant.
The option price per share will be determined by the Committee at
the time any option is granted and may not be less than the fair
market value or, in the case of an
13
incentive stock option granted to a ten percent Shareholder, 110%
of the fair market value, on the date the option is granted.
As amended in June 1994 and beginning with the 1994 annual
meeting of the Company's Shareholders, each non-employee member
of the Board of Directors of the Company in office immediately
following such meeting will automatically be granted an option to
purchase 10,000 common shares at a price per share equal to the
closing price of the Company's shares on the day prior to grant.
Each option granted to a director is immediately exercisable and
expires on the tenth anniversary of the date of grant.
As of December 31, 1996, the 1993 Plan had 1,530,600 options
outstanding to approximately 48 individuals of which options held
by the executive officers represent 53.5% of the outstanding
options.
1990 STOCK OPTION PLAN
The 1990 Stock Option Plan (the"1990 Plan") provided that
Directors, officers and employees of IMTC and its majority owned
subsidiaries were eligible to receive options (or rights) to
purchase common shares of the Company within a fixed period of
time and at a specified price per share, subject to any necessary
regulatory approvals. The 1993 Plan replaced the 1990 Plan and
no additional options or rights will be granted under the 1990
Plan.
As of December 31, 1996, the 1990 Plan had 112,500 options
outstanding to approximately 6 individuals of which no options
were held by the executive officers.
QUALIFIED EMPLOYEE STOCK PURCHASE PLAN (ESPP)
The Company's ESPP became effective July 1, 1993 upon approval by
the Company's Shareholders. The ESPP, which is intended to
qualify under Section 423 of the Internal Revenue Code of 1986,
as amended, (the "Code") is designed to encourage all eligible
employees of the Company and its subsidiaries, where permitted by
applicable law, to acquire an equity interest in the Company
through the purchase of common shares at a price equal to 90% of
the closing market price the day prior to the purchase. The
Company believes that employees who participate in the ESPP will
have a closer identification with the Company by virtue of their
ability as Shareholders to participate in and benefit from its
future growth. One executive officer purchased a total of 2,206
shares by participating in the ESPP during 1996. The Board of
Directors have amended the ESPP and have included in this Proxy
Statement a request that the Shareholders approve this amendment.
See the section entitled, "Approval to Amend the 1993 Employee
Stock Purchase Plan".
14
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") is responsible for
considering and approving compensation arrangements for senior
management of the Company. The Committee's objectives for
establishing these compensation programs are:
. To strengthen the relationship of senior
managements' pay and the Shareholders' investment
by emphasizing incentive compensation that is
dependent upon the improvement of Shareholder
value, and
. To enhance the Company's ability to attract,
retain, and motivate executives upon whom, in
large part, the successful operation and
management of the Company depends.
The Committee is comprised of three independent, non-employee
directors who have no "interlocking" relationships, as defined by
the Securities and Exchange Commission.
The Committee approves the design of, assesses the effectiveness
of, and administers the executive compensation programs. The
Committee has available to it an outside executive compensation
consultant, as well as access to independent compensation data.
The Committee approves all salary arrangements and other
remuneration for executives, evaluates executive performance, and
considers related matters.
COMPENSATION PROGRAM OVERVIEW
The Committee believes the overall compensation program plays a
key role in keeping senior management focused on the enhancement
of Shareholder value. The primary components of the Company's
executive compensation program are:
. Salaries: Pay executives for the base job,
. Annual incentives (bonus): Rewards for favorable annual
performance, and
. Stock options: Link executive pay directly to
Shareholder investment.
The Committee considers all elements of executive compensation
when determining appropriate levels within each pay component.
Actual total compensation levels may be above or below targeted
levels based on performance levels achieved (e.g., performance
under the annual incentive plan, stock price appreciation).
Periodically, the Company compares its executive compensation pay
practices to the "market". For this purpose, the market is a
cross-section of similar-sized companies in the drug/medical
supply industry. The Committee believes this criteria provides
reasonable pay comparisons, enabling the Company to assure
executives they are being paid fairly, while assuring
Shareholders that executive pay levels are reasonable.
The companies used for compensation comparisons are not
necessarily the same companies that comprise the published
industry index in the performance graph. The Committee believes
that the most direct competitors for executive talent are not
necessarily the same companies that would be included in a
published industry index for comparing Shareholder returns.
SALARIES
Salary levels for the executive officers at IMTC are determined
similarly to those of other salaried employees. Guidelines are
established through an external comparison of each position's job
content and responsibility versus similar jobs in the
marketplace.
15
Initial base salary criteria includes job content and
responsibility, prior experience, job tenure, internal equity
issues, and external pay practices. Subsequent base salary
increases, other than those for cost of living adjustments, are
influenced by factors such as:
. Performance against objectives for the year,
. The Company's performance versus financial objectives,
. The individual's efforts in (a) continuing education
and management training, (b) developing relationships
with customers and other employees, and (c)
demonstrating leadership abilities among co-workers.
The Company targets salary levels at the market average (e.g.,
50th percentile). Overall, the Company's executive officer
salary levels are at or near the 50th percentile.
CHIEF EXECUTIVE OFFICER: Mr. Cusick, who assumed the additional
positions of President/CEO effective as of December 1, 1996,
received a cost of living increase of 2.5% in 1996 as set forth
in his employment agreement (see "Management Contracts"). This
increased his base salary to $230,625.
ANNUAL INCENTIVE OPPORTUNITY
In 1996, the Company adopted the Senior Management Incentive Plan
("SMIP"), which is intended to act like a modified Economic Value
Added incentive plan. The primary measure of corporate
performance is return on capital employed ("ROCE"). This measure
reflects the economic profitability of the Company, including all
charges for the use of capital. The underlying premise is that if
the Company earns more than its total cost of capital, then it
has added to Shareholder value. The more capital the Company can
employ in this profitable manner, the more value it will add for
Shareholders.
The ROCE plan covers all executive officers and certain first
line operational management. It has both short and long-term
elements to it. For example, performance is measured on an annual
basis, but payouts are governed by a "banking concept" that can
increase or decrease based on future years' performance.
In September 1996, the Committee awarded a stock bonus to
executive officers and other key managers who were instrumental
in settling the patent litigation with Chiron Corporation, et al.
The Committee's decision was based on the extraordinary level of
personal risk that the executive officers and key managers
endured during the 4 years of litigation as well as the extremely
favorable impact of the outcome of the settlement on the
Company's operations and for its Shareholders. Management of the
Company was under constant risk of personal liability and subject
to lawsuits from Chiron that put substantially all of their
assets at risk. In addition, the executives spent a great deal
of personal time away from home to end the litigation in a manner
that would be favorable to the Company and its Shareholders. The
stock bonus represents a one-time special incentive award and was
paid in stock instead of cash to fulfill the Committee's desire
to expand the equity ownership of management. The number of
shares awarded was calculated using a formula similar to that
used in the SMIP. The bonus shares, although fully vested, will
be issued in two parts: 75% on January 1, 1998 and 25% on June
1, 1998.
CHIEF EXECUTIVE OFFICER: Mr. Cusick earned a cash bonus of
$163,407 based on the criteria set forth in the SMIP. Mr. Cusick
will receive this bonus in March 1997 as set forth in the plan.
As described above, Mr. Cusick, who was instrumental in the
Chiron settlement, also earned a stock bonus valued at $363,236
using the closing price of the Company's stock on the date of
award.
16
STOCK OPTIONS
Stock options are granted to executive officers to help focus
efforts on the creation of Shareholder wealth over the long-term.
The Company encourages executives to hold the stock received
through option exercises to strengthen the tie between their
personal pay and the long-term interests of Shareholders.
Stock options only have value to the executive if the stock price
appreciates from the grant date. The Committee believes this will
focus executives on the creation of Shareholder value over the
long-term.
In 1995, the Compensation Committee developed a method whereby
executive officers and other key managers would be awarded an
annual grant of options (the "Annual Grant Method"). These
grants will be awarded based on a formula using a percentage of
the individual's base salary divided by the fair market value of
the Company's common shares at the time of grant. The Committee
believes that the annual grant of options will provide continued
incentive for its executives to promote the long-term growth of
the business.
CHIEF EXECUTIVE OFFICER: Mr. Cusick received an option grant of
50,400 on March 4, 1996 having a term of 5 years and vesting 50%
after one year and 50% after two years.
POLICY WITH RESPECT TO THE $1 MILLION DEDUCTION LIMIT
Section 162(m) of the Code generally limits the corporate
deduction for compensation paid to executive officers named in
the proxy to $1 million, unless certain requirements are met.
However, the Company believes that it is not at risk of losing
deductions and currently is not affected by the limits on
deductibility.
In the future, the Committee will use its best judgement in such
cases, taking all factors into account, including the materiality
of any deductions that may be lost.
CONCLUSION
The Committee will continue to monitor the effectiveness of the
Company's total compensation program to meet strategic business
objectives and executive compensation policies.
The Compensation Committee
Victor A. Rice, Chairman
Norbert J. Gilmore, Ph.D., M.D.
Stanley E. Read, Ph.D., M.D.
17
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
INTERNATIONAL MUREX TECHNOLOGIES CORPORATION,
Russell 2000 Index and Value Line Medical Supplies Index
(Performance Results Through 12/31/96)
Assumes $100 invested at the close of trading 12/91 in
INTERNATIONAL MUREX TECHNOLOGIES CORPORATION common stock,
Russell 2000 Index and Value Line Medical Supplies Index
1991 1992 1993 1994 1995 1996
----------------------------------------------------
INTERNATIONAL MUREX $100.00 $ 57.01 $ 38.32 $ 28.04 $ 23.36 $ 54.68
Russell 2000 Index 100.00 118.41 140.80 138.01 177.26 206.48
Value Line Medical
Supplies 100.00 87.51 77.89 91.72 135.65 159.25
*Cumulative total return assumes reinvestment of dividends.
SOURCE: Value Line, Inc.
Factual material is obtained from sources believed to be
reliable, but the publisher is not responsible for any errors or
omissions contained herein.
The Company (Common Stock trading symbol: MURXF) listed its
securities on the Nasdaq National Market System on June 1, 1995
and delisted from the American Stock Exchange and The Toronto
Stock Exchange in May 1995 and June 1995, respectively).
APPROVAL TO AMEND THE 1993 EMPLOYEE STOCK PURCHASE PLAN
(PROPOSAL 2)
The Board of Directors and management request that the
Shareholders approve a proposal to amend the International Murex
Technologies Corporation 1993 Employee Stock Purchase Plan (the
"1993 Plan"). The 1993 Plan was adopted as an integral part of
the Company's compensation program and was approved by the
Company's Shareholders in June 1993. The Board of Directors has
amended the 1993 Plan (the "Amended ESPP"), subject to
Shareholder approval, and recommends the approval of the Amended
ESPP as described herein.
The material differences between the Amended ESPP and the 1993
Plan are: the shares purchased under the Amended ESPP will be at
85% of the fair market value versus the current 90% of fair
market value; the investment period has been changed from monthly
intervals to six month intervals; the purchase price will be set
18
at the lower of either the fair market value at the beginning of
the period or the fair market value at the end of the period;
optional cash purchases will no longer be available; and an
additional 500,000 shares of the Company's common stock will be
reserved for use in the Amended ESPP. As of December 31, 1996,
there were 34,752 shares unissued from the original 100,000
shares reserved for the 1993 Plan.
The Amended ESPP is intended to qualify under Section 423 of the
Code, and is designed to encourage all eligible employees of the
Company and its subsidiaries, where permitted by applicable law,
to acquire an equity interest in the Company through the purchase
of common shares. The Board of Directors and management believes
that employees who participate in the Amended ESPP will have a
closer identification with the Company by virtue of their ability
as shareholders to participate in the Company's future growth.
The Amended ESPP authorizes eligible employees to purchase common
shares of the Company. On February 28, 1997, approximately 628
employees were eligible to participate in the Amended ESPP.
Full-time (not less than 16 hours per week) employees of the
Company who have been employed for a period of at least six
months or more are eligible to participate in the Amended ESPP.
This summary of the Amended ESPP does not purport to be complete
and is subject to, and qualified in its entirety by reference to,
the text of the Amended ESPP, a copy of which is set forth in
Schedule A.
Under the Amended ESPP, each eligible employee may participate by
filing a Payroll Deduction Form which authorizes the Company to
make payroll deductions in an amount selected by the employee.
Cash dividends, if any, paid on common shares held in an
employee's account will be used to purchase additional common
shares. An employee's annual payroll deductions and reinvested
dividends, if any, may not exceed in the aggregate the lesser of
(i) 10% of the employee's annual salary and (ii) $25,000.00.
Purchases of common shares will be made on the last day of each
offering period (an "Investment Date"). The price for each
common share purchased through the Amended ESPP shall be: (i)
the lesser of 85% of the closing trading price of the Company's
common shares on the Nasdaq National Market System, or such other
stock exchange over which the Company's common shares may be
traded, on the appropriate Investment Date, or (ii) 85% of the
closing trading price as of the first day of the offering period.
If no trading occurs on the appropriate date, the purchase price
will be 85% of the closing trading price of the Company's common
shares on the immediately preceding day on which trading occurs.
In the event of any stock split, stock dividend, or similar
change in the capital structure of the Company, any common shares
issued thereupon shall be credited to each employee's account
under the Amended ESPP.
An employee may discontinue payroll deductions without
withdrawing from the Amended ESPP. An employee who withdraws
from the Amended ESPP before an Investment Date can either: (i)
receive a refund (without interest) of any payroll deductions, if
any, which have not been used to purchase common shares if such
withdrawal occurs no later than fifteen days prior to an
Investment Date, or (ii) receive the number of shares of Common
Stock that may be purchased under the other terms of the Amended
ESPP on the Investment Date. Participation in the Amended ESPP
shall terminate immediately after the close of business on the
day on which an employee ceases to be employed, or otherwise
becomes ineligible to participate. As soon as it is
administratively feasible after such termination of employment or
ineligibility, the Company shall issue to the employee or his or
her legal representative, certificates evidencing the whole
shares of common shares theretofore purchased for him or her.
An employee may not sell, pledge or otherwise transfer any rights
under the Amended ESPP. Any attempted violation of this
provision automatically terminates his or her right to purchase
any common shares under the Amended ESPP.
The tax consequences to participants will vary according to the
laws and regulations of the country where the participant is
subject to tax. For employees subject to U.S. tax, no U.S. income
tax liability would result from
19
the purchase of common shares under the Amended ESPP. However,
such employees would generally incur income tax liability upon
disposition of the common shares acquired under the Amended ESPP.
The Company is entitled to a corporate income tax deduction under
Section 162 of the Code only to the extent that ordinary income
is realized by participants as a result of disqualifying
dispositions of common shares. In general, a disqualifying
disposition of common shares occurs if a participant disposes of
common shares acquired under the Amended ESPP within two years of
the date of the payroll deduction which was used to purchase such
common shares. Participants are instructed to consult their own
advisors with respect to the tax effects of participating in the
Amended ESPP.
APPOINTMENT OF AUDITORS (PROPOSAL 3)
Unless otherwise instructed, the proxies given pursuant to this
solicitation will be voted for the appointment of Deloitte &
Touche LLP as the Auditors of the Company to hold office for the
financial year 1997 at a remuneration to be fixed by the
Directors. Deloitte & Touche LLP were first appointed Auditors
of the Company on December 18, 1989. A representative of
Deloitte & Touche LLP is expected to be present at the Meeting,
will have an opportunity to make a statement if he or she so
desires and will be available to respond to appropriate
questions.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Except as set out herein and except insofar as they may be
Shareholders or employees of the Company, no director or
executive officer of the Company or any proposed nominee of
management of the Company for election as a director of the
Company, nor any associate or affiliate of the foregoing persons
has any substantial interest, direct or indirect, by way of
beneficial ownership or otherwise, in matters of be acted upon at
the Meeting.
ANNUAL REPORT
Each person receiving this Proxy Statement is also being provided
with a copy of the 1996 Annual Report to Shareholders and the
Company's 1996 Annual Report to the Securities and Exchange
Commission on Form 10-K (including the financial statements and
schedules thereto). Additional copies of the Company's 1996
Annual Report on Form 10-K will be provided without charge to
each Shareholder so requesting in writing. Each request must set
forth a good faith representation that, as of March 24, 1997, the
Record Date for the Meeting, the person making the request was
the beneficial owner of common shares of the Company. The written
request should be directed to the Company's corporate
headquarters: International Murex Technologies Corporation,
Attn: Investor Relations, 2255 B. Queen Street, East, Suite 828,
Toronto, Ontario M4E 1G3, CANADA.
SHAREHOLDER PROPOSALS
All proposals of Shareholders intended to be included in the
Proxy Statement to be presented at the next Annual Meeting of
Shareholders must be received prior to January 13, 1998 at the
Company's corporate headquarters.
20
PARTICULARS OF OTHER MATTERS TO BE ACTED UPON
Management of the Company is not aware of any other matter to
come before the Meeting other than as set forth in the Notice of
Meeting and Proxy Statement. If any other matter properly comes
before the Meeting, it is the intention of the persons named in
the enclosed form of proxy to vote the shares represented thereby
in accordance with their best judgment on such matter.
DATED as of the 3rd day of April, 1997.
BY ORDER OF THE BOARD
JILL A. GILMER
Corporate Secretary
21
"SCHEDULE A"
INTERNATIONAL MUREX TECHNOLOGIES CORPORATION
AMENDED AND RESTATED
EMPLOYEE STOCK PURCHASE PLAN
SECTION 1. PURPOSES OF THE PLAN
The purposes of the Employee Stock Purchase Plan (the
"Plan") are to encourage employees of International Murex
Technologies Corporation (the "Company") and its Subsidiary
Companies (hereinafter defined) (collectively, "Murex") to become
shareholders in the Company, to stimulate increased interest on
their part in the affairs of Murex, and to afford them an
opportunity to share in the profits and growth of the Company.
These purposes are sought to be accomplished under the Plan by
enabling employees to purchase directly from the Company
authorized but unissued shares of the Company's common stock
("Common Stock") at a discount from the market price with an
opportunity to pay the purchase price through payroll deductions.
"Subsidiary Company" shall mean, as to the Company, any
corporation of which 50% or more of the total combined voting
power of all classes of stock is at the time directly or
indirectly owned by the Company, or by one or more of the
Subsidiary Companies, or by the Company and one or more of its
Subsidiary Companies.
SECTION 2. ADMINISTRATION OF THE PLAN.
The Plan will be administered for the Company by the
Compensation Committee (the "Committee"). The Committee shall
consist of not less than three (3) members to be appointed by the
Board of Directors of the Company. The Company's Secretary, or
his or her designee, will be responsible for recording and
maintaining the Committee's records.
Each participant in the Plan shall have a separate account.
Shares of Common Stock purchased for the account of each
participant will be registered in the name of the Company, or its
designated agent, as agent for the participant.
Each participant in the Plan will receive quarterly
statements of his or her account showing the number of shares of
Common Stock purchased or distributed during the preceding
quarter, the date each purchase or distribution was made and the
price paid for the Common Stock purchased on any such date. In
addition, each participant will receive annually a current
prospectus for the Plan and copies of the same communications
sent to all holders of Common Stock, including the Company's
current quarterly report to shareholders, the Annual Report to
Shareholders, the Notice of Annual Meeting and Proxy Statement
and Internal Revenue Service information, where applicable, for
reporting dividends paid, if any.
The Company, the Committee and any designated agent of
either, in administering the Plan, will not be liable for any act
done in good faith or for any good faith omission to act,
including, without limitation, any claim of liability arising out
of failure to terminate a participant's account upon such
participant's death prior to receipt of notice in writing of such
death.
The Company will pay all administrative costs of the Plan
and, except as indicated below, no charges will be payable by any
participant.
SECTION 3. EMPLOYEES ELIGIBLE TO PARTICIPATE.
All employees of the Company and each Subsidiary Company
whose Board of Directors or managing board or council, as the
case may be, (said body being herein referred to at the "Board")
requests participation in the Plan and whose participation in the
Plan is approved by a majority vote of the Board of Directors of
the Company shall be eligible to purchase shares of Common Stock
under the Plan except (a) employees who have
22
been employed less than six months as of the time purchases of
shares of Common Stock would be made for the participant's Plan
account, (b) employees whose customary employment is 16 hours or
less per week, (c) employees whose customary employment is for
not more than four months in any calendar year, and (d) employees
who immediately after a purchase of shares hereunder would own
stock possessing five percent or more of the total combined
voting power or value of all classes of stock of the Company or
any Subsidiary Company within the meaning of the rules set forth
in Sections 423(b)(3) or 424(d) of the Internal Revenue Code of
1986, as amended.
SECTION 4. PARTICIPATION IN THE PLAN.
Eligible employees may join the Plan at any time by
completing and signing an Authorization Form provided by the
Company and returning it to the Stock Plan Administrator at 3075
Northwoods Circle, Norcross, Georgia 30071 or to such other
address as may be designated on the Authorization Form.
SECTION 5. PARTICIPATION THROUGH PAYROLL DEDUCTION.
An eligible employee may participate in the Plan by filing
with the Company (or a Subsidiary Company), on a Payroll
Deduction Form furnished by the Company (or a Subsidiary
Company), an authorization for the Company (or a Subsidiary
Company) to make payroll deductions in an amount selected by the
employee which is not less than U.S. $10, or such similar amount
in the currency of the country where the employee is employed,
per payment period. In any event, the sum of the payroll
deductions and any dividends (see Section 6) available in any
year for investment for any participant may not exceed the lesser
of (i) 10% of the participant's annual salary or (ii) U.S.
$25,000. Payroll deductions will begin with respect to the first
payroll period next following the commencement of an "Offering
Period" but only if the Company (or the Subsidiary Company)
receives the completed Payroll Deduction Form at least fifteen
(15) days prior to the commencement of such Offering Period. An
Offering Period shall mean a period of six (6) months, with
beginning dates as set from time to time by the Committee.
Subject to the limitations set forth above, a participant
may make one election during any Offering Period (for which
he/she elected to make payroll deductions), but not later than
fifteen (15) days prior to the end of such Offering Period, to
cease making such payroll deductions in their entirety and to
receive, at the election of the participant at the end of such
Offering Period, (i) a refund of the amount of payroll deductions
made with respect to such participant during such Offering
Period, or (ii) the number of shares of Common Stock that may be
purchased under the other terms of this Plan with the amount of
payroll deductions previously made during such Offering Period.
Under no circumstances, and for no reason, will any amount
deducted from a participant's payroll during any Offering Period
be credited with interest.
Payroll deductions made prior to the last day of each
Offering Period will be used by the Company along with any
dividends available for investment (see Section 6), to purchase
authorized but unissued shares of Common Stock on the last day of
each Offering Period (the "Investment Date").
SECTION 6. REINVESTMENT OF DIVIDENDS.
Until the Company or its designated agent is notified of a
participant's death or withdrawal from the Plan or the Plan is
terminated by the Company, or the participant ceases to be a
regular employee of the Company (or Subsidiary Company), all cash
dividends, if any, paid on shares of Common Stock credited to a
participant's account will be used to purchase additional
authorized but unissued shares of Common Stock. If such cash
dividends, together with payroll deductions (see Section 5) cause
the aggregate amount used to purchase Common Stock under the Plan
in any year to exceed the lesser of (i) 10% of a participant's
annual salary or (ii) $25,000, the Company shall pay the amount
of cash dividends which causes such aggregate to exceed such
limitation directly to the participant.
23
SECTION 7. NUMBER AND PRICE OF SHARES PURCHASED UNDER THE PLAN.
The number of shares which shall be purchased for each
participant depends upon the amount of the participant's payroll
deductions and dividends available for investment, if any, and
the price of the shares of Common Stock and the number of shares
available for sale pursuant to the Plan as set forth in Section
8. Except as limited by the provisions of Section 8, each
participant's account will be credited with the number of shares,
including any fraction of a share computed to three decimal
places, equal to the total amount to be invested divided by the
purchase price.
The price of shares of Common Stock purchased pursuant to
the Plan will be the lower of: (i) 85% of the fair market value
of a share of the Common Stock of the Company on the Offering
Date; or (ii) 85% of the fair market value of a share of the
Common Stock of the Company on the Investment Date. The fair
market value of the Company's Common Stock on a given date shall
be determined based on the closing trading price of the Common
Stock for such date (or, in the event that the Common Stock is
not traded on such date, on the immediately preceding trading
date), as reported on the Nasdaq National Market System
("Nasdaq") or other stock exchange over which shares of the
Company are traded (the Nasdaq or such other exchange hereinafter
being referred to as the "Exchange").
SECTION 8. TOTAL NUMBER OF SHARES AVAILABLE FOR ISSUANCE AND
SALE PURSUANT TO THE PLAN.
The aggregate number of shares of the Company's authorized
but unissued Common Stock reserved for issuance and sale pursuant
to the Plan shall be set from time to time by the Committee and
shall initially be 100,000. Effective January 1, 1998, the
aggregate number of shares of the Company's authorized but
unissued Common Stock reserved for issuance and sale pursuant to
the Plan shall be increased by 500,000. Notwithstanding the
foregoing, the maximum number shall in no event exceed the number
of shares permitted pursuant to the rules, bylaws, policies and
regulations of applicable regulatory authorities. The Company
shall promptly institute the requisite corporate and regulatory
proceedings which may be necessary or appropriate to assure
continued availability of such shares for issuance and sale
pursuant to the Plan.
In the event that payroll deductions and dividends available
for investment of all participants exceed, at any Investment
Date, the aggregate purchase price of shares remaining available
for issuance pursuant to the Plan, payroll deductions and
dividends available for investment of each participant will be
applied pro rata to the purchase of shares available under the
Plan. The portion of each payroll deduction, optional cash
payment or the dividends available for investment by any
participant not so applied will be returned promptly, without
interest, to the participant.
SECTION 9. ISSUANCE OF CERTIFICATES FOR COMMON STOCK PURCHASED
UNDER THE PLAN.
Certificates for shares of Common Stock purchased under the
Plan will not automatically be issued to participants. The
number of shares credited to each participant's account will be
shown on each statement of account mailed to the participant.
A participant, without withdrawing from the Plan, may
request the issuance of, and the Company will issue, certificates
for any number of whole shares credited to his or her account
under the Plan. A request for issuance of certificates should be
mailed to the Company at the address set forth in Section 4 or to
its designated agent. Any remaining whole shares and any
fractional shares will continue to be credited to the
participant's account. Certificates for fractional shares will
not be issued under any circumstances.
Certificates for whole shares, when issued, will be
registered in the names in which accounts under the Plan are
maintained.
24
SECTION 10. PLEDGING OF COMMON STOCK CREDITED TO A PARTICIPANT'S
PLAN ACCOUNT.
Shares of Common Stock credited to a participant's account
may not be pledged.
SECTION 11. NON-TRANSFERABILITY OF RIGHTS.
The right to purchase shares of Common Stock pursuant to the
Plan shall not be transferable in any manner.
SECTION 12. DEATH OF A PARTICIPANT OR WITHDRAWAL FROM PLAN.
A participant may withdraw from the Plan at any time. A
participant's death or withdrawal from the Plan will stop all
investment on an Investment Date if notification of death or
withdrawal is received not later than fifteen (15) days prior to
the Investment Date. Any payroll deduction or dividends
available for investment, for which investment has been stopped
by such timely notification, will be refunded by the Company to
the participant without interest.
The investment of payroll deductions previously made to the
Company may be stopped without withdrawing from the Plan as
provided under Sections 5 and 6, respectively.
The Company or its designated agent must be notified in
writing of a participant's death or withdrawal from the Plan.
Upon notification of a participant's death or withdrawal from the
Plan, or upon termination of the Plan by the Company or upon a
participant ceasing to be a regular employee of the Company (or
Subsidiary Company), certificates for whole shares credited to
the participant's account will be issued (unless the Company or
its designated agent is instructed to sell a certain number of
such shares as provided in Section 10 in which case certificates
for any whole shares remaining in the participant's account after
such sale will be issued) and a cash payment will be made for any
fraction of a share credited to the participant's account. Any
such payment will be paid at the price that the Common Stock is
trading on the date that the instruction is given to terminate
the account.
SECTION 13. RIGHTS OFFERING.
In the event of a rights offering, warrants representing
rights on any whole common shares credited to a participant's
account will be mailed directly to the participant in the same
manner as to all other shareholders.
Rights based on a fraction of a share held in a
participant's Plan account will be sold by the Company and the
proceeds will be credited to the participant's account under the
Plan and applied as an optional cash payment to purchase
authorized but unissued shares of Common Stock on the next
Investment Date.
SECTION 14. STOCK DIVIDENDS OR STOCK SPLITS.
Any stock dividends or shares issued pursuant to a stock
split distributed by the Company on shares credited to the
account of a participant under the Plan will be added to the
participant's account. Stock dividends or shares issued pursuant
to a stock split distributed on any shares registered in the name
of the participant will be mailed directly to the shareholder in
the same manner as to all other shareholders.
SECTION 15. VOTING RIGHTS OF SHARES CREDITED TO A PARTICIPANT'S
ACCOUNT UNDER THE PLAN.
For each meeting of shareholders, each participant will
receive a proxy for voting those shares credited to his or her
account. Fractional shares credited to a participant's account
will not be entitled to vote.
25
If instructions are not received or an instruction form
returned, properly signed, with respect to any item thereon, all
of the participant's whole shares credited to his or her account
under the Plan will be voted in the same manner as for non-
participating shareholders who return proxies and do not provide
instructions, that is, in accordance with the recommendations of
the Company's management. If the instruction form is not
returned or if it is return unsigned, none of the participant's
shares will be voted unless the participant votes in person.
SECTION 16. SUSPENSION, MODIFICATION, AMENDMENT OR TERMINATION OF
THE PLAN.
The Board of Directors of the Company reserves the right to
suspend, modify, amend, or terminate the Plan at any time except
that the Board of Directors of the Company cannot decrease the
purchase price of the shares offered pursuant to the Plan, or
make more restrictive the eligibility requirements for employees
wishing to participate in the Plan. All participants will
receive notice of any suspension, modification, amendment or
termination of the Plan.
SECTION 17. IMPLEMENTATION, INTERPRETATION, OR REGULATION OF THE
PLAN.
The Company is authorized to take such actions to carry out
the Plan as may be consistent with the Plan's terms and
conditions.
The Company reserves the right to interpret and regulate the
Plan as it deems desirable or necessary in connection with the
Plan's operation.
26
Front of Proxy Card
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
INTERNATIONAL MUREX PROXY/VOTING
TECHNOLOGIES CORPORATION INSTRUCTION CARD
-----------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE MANAGEMENT OF
INTERNATIONAL MUREX TECHNOLOGIES CORPORATION FOR THE
ANNUAL GENERAL MEETING OF SHAREHOLDERS
The undersigned Shareholder of INTERNATIONAL MUREX TECHNOLOGIES
CORPORATION hereby appoints F. MICHAEL P. WARREN or, failing him,
C. ROBERT CUSICK, or as proxyholder for and on
----------------
behalf of the undersigned to attend the Annual General Meeting of
the Shareholder of the Company to be held on May 13, 1997, and at
any adjournments thereof, to act for and on behalf of and to vote
the shares of the undersigned and to cast the number of votes the
undersigned would be entitled to cast if personally present with
respect to matters specified below:
IF NO SPECIFICATIONS ARE MADE, THE PROXY WILL VOTED
"FOR" 1, 2, 3 AND 4.
INTERNATIONAL MUREX TECHNOLOGIES CORPORATION
P. O. BOX 11215
NEW YORK, NY 10203-0215
(Continued, and to be signed and dated on reverse side.)
MUREX
-------------
INTERNATIONAL MUREX TECHNOLOGIES CORPORATION
ANNUAL GENERAL MEETING OF THE SHAREHOLDERS
MAY 13, 1997 AT 2:00 P.M. EDST
THE FOUR SEASONS HOTEL
21 AVENUE ROAD
TORONTO, ONTARIO
TEL: (416) 964-0411
FAX: (416) 964-2301
Directions from Toronto's Pearson International Airport:
-------------------------------------------------------
Exit the airport via Highway 427 South. Take Highway 427 South to Queen
Elizabeth Way ("QEW") and proceed East. QEW turns into Gardiner
Expressway after approximately 3 kms and will take you into downtown
Toronto. Exit from Gardiner Expressway at York Street. This exit will
automatically take you North on York Street. Proceed until you reach
Front Street at which point you will veer up and to the left onto
University Avenue. Proceed North on University Avenue around the circle
at Queen's Park. Continue North on Avenue Road. Just after the first
light (Bloor Street) is Cumberland Street on the right. The Four Seasons
Hotel is on the corner of Cumberland Street and Avenue Road.
Detach Proxy Card Here
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
1. Election of Directors
FOR all nominees [ ] WITHHOLD AUTHORITY to vote [ ] *EXCEPTIONS [ ]
listed below for all nominees listed below
Nominees: C. Robert Cusick; J. Trevor Eyton; Thomas L. Gavan; Norbert J.
Gilmore; Jay A. Lefton; Hartland M. MacDougall; Stanley E. Read;
Victor A. Rice; and F. Michael P. Warren
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
mark the "Exceptions" box and write that nominee's name in the space
provided below.
*Exceptions
---------------------------------------------------------
2. To approve the Amendment of the 3. To approve Auditors.
Employee Stock Purchase Plan.
FOR [ ] AGAINST [ ] FOR [ ] AGAINST [ ]
4. To approve such other matters as
may properly come before the Meeting.
FOR [ ] AGAINST [ ] WITHHOLD [ ]
Change of Address or
Comments - Mark Here [ ]
Please sign exactly as your name(s)
appear(s). If executor, trustee, etc.,
give full title. If stock is registered
in two names, both should sign.
Dated:___________________________, 1997
________________________________________
Signature(s)
________________________________________
Signature(s)
VOTES SHOULD BE INDICATED (X)
IN BLACK OR BLUE INK. [ ]
PLEASE SIGN, DATE AND RETURN PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.