SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<Table>
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-12
</Table>
Rockwell Medical Technologies, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
(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 the 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 the registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
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----------------------------------------------------------------------
(4) Date Filed:
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ROCKWELL MEDICAL TECHNOLOGIES, INC.
30142 WIXOM ROAD
WIXOM, MICHIGAN 48393
---------------------
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Rockwell Medical Technologies, Inc. (the "Company"), on Tuesday, June 4, 2002 at
9:00 a.m. at the Wixom Community Center, 49015 Pontiac Trail, Wixom, Michigan.
Your Board of Directors and management look forward to greeting personally those
Shareholders who are able to attend.
The meeting principally concerns one matter of particular interest to the
Shareholders: the election of one director for a three-year term expiring in
2005.
Your Board of Directors supports this proposal and believes that it is in
the best interests of the Company and of the Shareholders, and your Board of
Directors recommends a vote "FOR" such proposal. The accompanying Proxy
Statement contains additional information and should be reviewed carefully by
Shareholders. A copy of the Company's Annual Report for 2001 is also enclosed.
It is important that your shares be represented and voted at the meeting,
whether or not you plan to attend. Please sign, date and mail the enclosed proxy
card at your earliest convenience.
Your continued interest and participation in the affairs of the Company are
greatly appreciated.
Sincerely,
/s/ Robert L. Chioini
Robert L. Chioini
Chairman
Wixom, Michigan
April 25, 2002
ROCKWELL MEDICAL TECHNOLOGIES, INC.
---------------------
NOTICE OF 2002 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 4, 2002
---------------------
To the Shareholders of Rockwell Medical Technologies, Inc.:
Notice is hereby given that the 2001 Annual Meeting of Shareholders of
Rockwell Medical Technologies, Inc. (the "Company") will be held at the Wixom
Community Center, 49015 Pontiac Trail, Wixom, Michigan, on June 4, 2002, at 9:00
a.m., to consider and take action upon the following matters:
(1) the election of one director for a term expiring in 2005; and
(2) the transaction of such other business as may properly come before
the meeting or any adjournment thereof.
Only shareholders of record on April 5, 2002, will be entitled to notice
of, and to vote at, the meeting or any adjournment of the meeting.
All Shareholders are cordially invited to attend the meeting. Whether or
not you intend to be present, please complete, date, sign and return the
enclosed proxy card in the stamped and addressed envelope enclosed for your
convenience. Shareholders can help the Company avoid unnecessary expense and
delay by promptly returning the enclosed proxy card. The business of the meeting
to be acted upon by the shareholders cannot be transacted unless at least a
majority of the outstanding Common Shares of the Company is represented at the
meeting.
A copy of the Annual Report of the Company for the fiscal year ended
December 31, 2001, accompanies this Notice.
By Order of the Board of Directors
/s/ Thomas E. Klema
THOMAS E. KLEMA
Secretary
ROCKWELL MEDICAL TECHNOLOGIES, INC.
30142 WIXOM ROAD
WIXOM, MICHIGAN 48393
---------------------
PROXY STATEMENT
---------------------
ANNUAL MEETING OF SHAREHOLDERS
JUNE 4, 2002
---------------------
INTRODUCTION
GENERAL
The Annual Meeting of Shareholders of Rockwell Medical Technologies, Inc.
(the "Company") will be held at the Wixom Community Center, 49015 Pontiac Trail,
Wixom, Michigan on Monday, June 4, 2002, at 9:00 a.m., Eastern Daylight Time,
for the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders. The Company expects that this proxy statement and accompanying
proxy will be first sent or given to shareholders on or about April 29, 2002.
It is important that your shares be represented at the meeting. Whether or
not you intend to attend the meeting, please sign and date the enclosed proxy
and return it to the Company. The proxy is solicited by the Board of Directors
of the Company. Common Shares represented by valid proxies in the enclosed form
will be voted if received in time for the Annual Meeting. The expenses in
connection with the solicitation of proxies will be borne by the Company and may
include requests by mail and personal contact by the Company's Directors,
officers and employees. The Company will reimburse brokers or other nominees for
their out-of-pocket expenses in forwarding proxy materials to principals. Any
person giving a proxy has the power to revoke it any time before it is voted.
VOTING SECURITIES AND PRINCIPAL HOLDERS
VOTING RIGHTS AND OUTSTANDING SHARES
Only shareholders of record at the close of business on April 5, 2002 (the
"Record Date"), will be entitled to notice of, and to vote at, the Annual
Meeting or any adjournment of the meeting. As of the close of business on the
Record Date, the Company had 7,539,668 outstanding Common Shares, no par value
("Common Shares"), the only class of stock outstanding and entitled to vote.
Each Common Share is entitled to one vote on each matter submitted for a
vote at the Annual Meeting. The presence, in person or by proxy, of the holders
of record of a majority of the outstanding Common Shares entitled to vote, or
3,769,834 Common Shares, is necessary to constitute a quorum for the transaction
of business at the meeting or any adjournment thereof.
REVOCABILITY OF PROXIES
A Shareholder giving a proxy may revoke it at any time before it is voted
by giving written notice of such revocation to the Secretary of the Company or
by executing and delivering to the Secretary a later dated proxy. Attendance at
the meeting by a Shareholder who is given a proxy will not have the effect of
revoking it unless such Shareholder gives such written notice of revocation to
the Secretary before the proxy is voted. Any written notice revoking a proxy,
and any later dated proxy, should be sent to Rockwell Medical Technologies,
Inc., 30142 Wixom Road, Wixom, Michigan 48393, Attention: Thomas E. Klema,
Secretary.
Valid proxies in the enclosed form which are returned in time for the
Annual Meeting and executed and dated in accordance with the instructions on the
proxy will be voted as specified in the proxy. If no specification is made, the
proxies will be voted FOR the election as a director of the nominee listed
below.
PRINCIPAL HOLDERS OF THE COMPANY'S VOTING SECURITIES
The following table sets forth information with respect to persons known to
the Company to be the beneficial owners of more than five percent of the
outstanding Common Shares:
<Table>
<Caption>
PERCENT OF OUTSTANDING
NAME AND ADDRESS AMOUNT AND NATURE OF COMMON SHARES
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OWNED(a)
- ----------------------------------------------- -------------------- ----------------------
Robert L. Chioini.............................. 928,266(b) 12.3(b)
30142 Wixom Road
Wixom, Michigan 48393
Patricia Xirinachs............................. 630,000(c) 8.4(c)
30142 Wixom Road
Wixom, Michigan 48393
Revocable Trust of Robert S. Brown............. 600,000(d) 8.0(d)
30142 Wixom Road
Wixom, Michigan 48393
</Table>
- ---------------
(a) Based on 7,539,668 Common Shares outstanding as of the Record Date.
(b) Includes 353,750 Common Shares that Mr. Chioini has the right to acquire
within 60 days of the Record Date pursuant to the Company's 1997 Stock
Option Plan.
(c) Includes 20,000 Common Shares that Mrs. Xirinachs' husband, Michael J.
Xirinachs, has the right to acquire within 60 days of the Record Date
pursuant to the Company's 1997 Stock Option Plan and 5,000 Shares which he
owns. This information is based on conversations between the Company and
Michael J. Xirinachs and information provided by the Company's transfer
agent.
(d) This information is based upon conversations with the trustee of the
Revocable Trust of Robert S. Brown.
I. ELECTION OF DIRECTOR
At the Annual Meeting, one Director comprising the Class II Directors is to
be elected for a three-year term expiring in 2005. It is intended that votes
will be cast pursuant to proxies received from Shareholders of the Company FOR
the nominee listed hereinafter, who is presently a Director of the Company,
unless contrary instructions are received.
If for any reason the nominee becomes unavailable for election, the proxies
solicited will be voted for such nominee as is selected by management.
Management has no reason to believe that the nominee is not available or will
not serve if elected. The election of such Director will be decided by a
plurality of the Common Shares present and entitled to vote at the Annual
Meeting.
The following table sets forth as of the Record Date, the name, age,
position with the Company, principal occupation, term of service and beneficial
ownership of Common Shares with respect to the nominee for election as a
Director, with respect to each Director whose term of office as a Director will
continue after this
2
Annual Meeting, and with respect to each executive officer of the Company named
in the Summary Compensation Table below.
<Table>
<Caption>
COMMON SHARES
OF THE
COMPANY PERCENTAGE OF
POSITIONS AND BENEFICIALLY OUTSTANDING COMMON
OFFICES WITH THE OWNED AS OF SHARES OF THE COMPANY
NAME AND YEAR FIRST COMPANY AND OTHER THE RECORD OWNED AS OF THE TERM AS DIRECTOR
BECAME A DIRECTOR AGE PRINCIPAL OCCUPATIONS DATE(a) RECORD DATE(b) TO EXPIRE
- ------------------------- --- ------------------------ ------------- --------------------- ----------------
NOMINEE FOR ELECTION AS DIRECTOR
Kenneth L. Holt (2000)... 49 Director and Co-owner of 30,000(d) * 2002
Savannah Dialysis
Specialists LLC
DIRECTORS CONTINUING IN OFFICE
Robert L. Chioini
(1996)................. 37 Director, President and 928,266(e) 12.3% 2003
Chief Executive Officer
of the Company
Ronald D. Boyd (2000).... 39 Director and Executive 30,000(c) * 2004
Vice-President Classic
Medical, Inc.
OTHER EXECUTIVE OFFICERS
Thomas E. Klema.......... 48 Vice President, Chief 145,754(f) 1.9%
Financial Officer,
Treasurer and Secretary
All directors and all executive officers as a group (4
persons)............................................... 1,134,020(g) 15.0%
</Table>
- ---------------
* Less than 1%
(a) All Directors and executive officers named herein have sole voting power
and sole investment power with respect to Common Shares beneficially owned,
except as otherwise noted below.
(b) Based on 7,539,668 Common Shares outstanding as of the Record Date.
(c) Includes 30,000 Common Shares that Mr. Boyd has the right to acquire within
60 days of the Record Date pursuant to the Company's 1997 Stock Option
Plan.
(d) Includes 30,000 Common Shares that Mr. Holt has the right to acquire within
60 days of the Record Date pursuant to the Company's 1997 Stock Option
Plan.
(e) Includes 353,750 Common Shares that Mr. Chioini has the right to acquire
within 60 days of the Record Date pursuant to the Company's 1997 Stock
Option Plan.
(f) Includes 101,250 Common Shares that Mr. Klema has the right to acquire
within 60 days of the Record Date pursuant to the Company's 1997 Stock
Option Plan.
(g) Includes the Common Shares described in notes (c) through (f) above.
OTHER INFORMATION RELATING TO DIRECTORS
Robert L. Chioini is a founder of the Company, has served as the Chairman
of the Board of the Company since March 2000, has served as the President and
Chief Executive Officer of the Company since February 1997 and has been a
Director of the Company since its formation in October 1996. From January 1996
to February 1997, Mr. Chioini served as Director of Operations of Rockwell
Medical Supplies, L.L.C., a company which manufactured hemodialysis concentrates
and distributed such concentrates and other hemodialysis products. From January
1995 to January 1996, Mr. Chioini served as President of Rockwell Medical, Inc.,
a company which manufactured hemodialysis kits and distributed such kits and
other hemodialysis products. From 1993 to 1995, Mr. Chioini served as a Regional
Sales Manager at Dial Medical of Florida, Inc., currently Gambro Healthcare,
Inc. (Gambro Healthcare, Inc. is currently the second largest integrated
dialysis provider, manufacturer and distributor of renal care products in the
United States). Mr. Chioini is a party to an employment agreement with the
Company which expires on March 20, 2003.
3
Kenneth L. Holt was elected as a Director of the Company on March 14, 2000.
He is a founder and co-owner of Savannah Dialysis Specialists, LLC, a disease
management company specializing in the treatment of end-stage renal disease, and
has served as the Managing Partner since October 1999. From 1996 to October
1999, Mr. Holt served as Vice President for Gambro Healthcare, Inc., in its
Carolinas Region, and held the same position at Vivra Renal Care, Inc., its
predecessor company, which was acquired in 1997 by Gambro Healthcare, Inc. From
1986 to 1996, Mr. Holt was also the founder, Co-owner and Managing Partner in
five dialysis clinics servicing approximately 350 dialysis patients.
Ronald D. Boyd was elected as a Director of the Company on March 14, 2000.
He is a founder and co-owner of Classic Medical, Inc., a dialysis and medical
products company, and has served as the Executive Vice President of Classic
Medical, Inc. since its inception in November 1993. From May 1993 to November
1993, Mr. Boyd served as a consultant for Dial Medical of Florida, Inc., a
manufacturer and distributor of dialysis products. From 1990 to 1993, Mr. Boyd
served as a Regional Sales Manager for Future Tech, Inc., a dialysis products
distributor.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the year ended December 31, 2001, the Board of Directors held four
meetings and took action by written consent in lieu of a meeting four times.
The Company has an Audit Committee which is presently comprised of Messrs.
Holt and Boyd. The Audit Committee's duties include the periodic review of the
Company's financial statements and meetings with the Company's independent
auditors. The Audit Committee's duties also include recommending to the Board of
Directors the conditions, compensation and term of appointment of the
independent certified public accountants for the audit of the Company's books
and accounts. During 2001, the Audit Committee held two meetings and had
informal discussions in lieu of additional meetings. The Board of Directors has
adopted a written charter for the audit committee, which was attached as
Appendix A to the proxy statement in connection with the Company's 2001 annual
meeting. All members of the Audit Committee are "independent" under the rules of
the National Association of Securities Dealers currently applicable to the
Company.
The Company does not have a compensation committee or a nominating
committee.
4
AUDIT COMMITTEE REPORT
The following is the report of the Rockwell Medical Technologies, Inc.
Audit Committee with respect to the Company's audited financial statements for
the fiscal year ended December 31, 2001.
REVIEW WITH MANAGEMENT
The Committee has reviewed and discussed the Company's audited financial
statements with management.
REVIEW AND DISCUSSIONS WITH INDEPENDENT AUDITORS
The Committee has discussed with Plante & Moran, LLP, the Company's
independent auditors, the matters required to be discussed by SAS 61
(Communications with Audit Committees) regarding the auditor's judgments about
the quality of the Company's accounting principles as applied in its financial
reporting.
The Committee has also received written disclosures and the letter from
Plante & Moran, LLP, required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees) and has discussed with Plante &
Moran, LLP, their independence.
CONCLUSION
Based on the review and discussions referred to above, the Committee
recommended to the Company's Board of Directors that its audited financial
statements be included in the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2001 for filing with the Securities and Exchange
Commission.
Management is responsible for the Company's financial reporting process
including its system of internal control, and for the preparation of
consolidated financial statements in accordance with generally accepted
accounting principles. The Company's independent auditors are responsible for
auditing those financial statements. The Committee's responsibility is to
monitor and review these processes. It is not our duty or our responsibility to
conduct auditing or accounting reviews or procedures. We are not employees of
the Company and we may not be, and we may not represent ourselves to be or to
serve as, accountants or auditors by profession or experts in the field of
accounting or auditing. Therefore, we have relied, without independent
verification, on management's representation that the financial statements have
been prepared with integrity and objectivity and in conformity with accounting
principles generally accepted in the United States of America and on the
representations of the independent auditors included in their report on the
Company's financial statements. Our oversight does not provide us with an
independent basis to determine that management has maintained appropriate
accounting and financial reporting principles or policies, or appropriate
internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. Furthermore, our considerations
and discussions with management and the independent auditors do not assure that
the Company's financial statements are presented in accordance with generally
accepted accounting principles, that the audit of our Company's financial
statements has been carried out in accordance with generally accepted auditing
standards or that our Company's independent accountants are in fact
"independent."
Submitted by the Audit Committee
of the Board of Directors
Ronald D. Boyd
Kenneth L. Holt
5
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
SUMMARY COMPENSATION TABLE
The following table sets forth, for the years ended December 31, 1999, 2000
and 2001, the compensation awarded to, earned by or paid to Mr. Robert L.
Chioini, the Company's Chief Executive Officer, and Thomas E. Klema, the only
other executive officer of the Company whose total annual salary and bonus
exceeded $100,000 for the year ended December 31, 2001. During the years ended
December 31, 1999, 2000 and 2001, no other officers earned in excess of $100,000
in total annual salary and bonus.
SUMMARY COMPENSATION TABLE
<Table>
<Caption>
LONG-TERM
COMPENSATION
AWARDS
COMPENSATION ------------
--------------------------------------- SECURITIES
OTHER ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS(#)
- --------------------------- ---- -------- -------- ------------ ------------
Robert L. Chioini,............... 2001 $275,000(1) 0 $15,060(3) 249,516
President and Chief 2000 $257,534(1) $ 22,500(2) $15,047(3) 0
Executive Officer 1999 $150,000(2) $100,000(2) $16,282(3) 160,000
Thomas E. Klema,................. 2001 $156,600(4) 0 $ 8,813(3) 142,504
Vice President and 2000 $146,078(4) 0 $ 7,412(3) 0
Chief Financial Officer 1999 $102,424(4) $ 10,000(2) $12,389(3) 85,000
</Table>
- ---------------
(1) On March 20, 2000, the Company entered into a three year employment
agreement with Mr. Chioini pursuant to which Mr. Chioini is paid an annual
salary of $275,000. Mr. Chioini's salary for 2001 includes the deferral of
$71,500 in salary earned but not paid to Mr. Chioini in 2001. Mr. Chioini's
salary for 2000 includes the deferral of $33,062 in salary earned but not
paid to Mr. Chioini in 2000. The employment agreement calls for salary
increases of $25,000 in each succeeding year of the contract. However, these
increased have not been put into effect.
(2) The terms of Mr. Chioini's previous employment contract with the Company,
that expired in January 2000, remained in effect until Mr. Chioini's new
contract went into effect. Under the prior contract, Mr. Chioini was paid a
salary of $150,000 with a quarterly bonus of $25,000, which was prorated in
the first quarter of 2000. 1999 Bonus represents incentive compensation
related to 1999 and paid or accrued in 1999.
(3) Other annual compensation includes executive perquisites for health, life
and dental insurance and the Company's car allowance program.
(4) The Company and Mr. Klema entered into a two year employment agreement on
January 12, 1999 which has expired. The Company is currently negotiating
with Mr. Klema to extend his contract.
OPTION GRANTS AND RELATED INFORMATION
Two option grants were granted to Mr. Chioini and Mr. Klema during 2001. On
October 2, 2001, the Board granted to Mr. Chioini options to purchase 74,516
Common Shares and granted to Mr. Klema options to purchase 42,504 Common Shares.
The exercise price of these options was $.671 per Common Share. Mr. Klema and
Mr. Chioini immediately exercised those options and acquired the underlying
Common Shares on the grant date. On October 11, 2001, the Board granted to Mr.
Chioini options to purchase 175,000 Common Shares and granted to Mr. Klema
options to purchase 100,000 Common Shares, the exercise price of the options was
$.70.
6
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE TABLE
The following table sets forth information concerning exercises of stock
options during the fiscal year ended December 31, 2001 by the executive officers
named in the Summary Compensation Table above and the value of unexercised
options held by such persons as of December 31, 2001.
AGGREGATED OPTION EXERCISES
AND FISCAL YEAR-END OPTION VALUES
<Table>
<Caption>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR END AT FISCAL YEAR END
SHARES ACQUIRED VALUE (EXERCISABLE/ (EXERCISABLE/
NAME ON EXERCISE(#) REALIZED($) UNEXERCISABLE)(#) UNEXERCISABLE)($)
- ---- --------------- ----------- --------------------- --------------------
Robert L. Chioini.............. 74,516 0 353,750/171,250 30,625/91,875
Thomas E. Klema................ 42,504 0 101,250/83,570 17,500/52,500
</Table>
COMPENSATION OF DIRECTORS
The Company's Directors who are not officers or employees of the Company
(collectively, the "Outside Directors") receive $1,000 for each Board meeting
attended in person and $250 for each telephonic Board meeting attended. The
Company also reimburses Outside Directors for their reasonable expenses of
attending Board and Board committee meetings.
In July 1997, the Board of Directors and shareholders of the Company
adopted the Rockwell Medical Technologies, Inc. 1997 Stock Option Plan (the
"Stock Option Plan"). The Stock Option Plan permits the Board of Directors,
among other things, to grant options to purchase Common Shares to Directors of
the Company, including Outside Directors. In July 1997, the Board of Directors
granted to each of the three Outside Directors options to purchase 20,000 Common
Shares at a per share exercise price of $3.00. Upon the election of any new
member to the Board of Directors who is an Outside Director, the Board of
Directors intends to grant to such member an option to purchase 5,000 Common
Shares (or, in the discretion of the Board, up to 20,000 Common Shares) at a per
share exercise price equal to the fair market value of a Common Share at the
date of grant. Beginning with the first annual meeting of the shareholders of
the Company after July 1997, provided that a sufficient number of Common Shares
remain available under the Stock Option Plan, on each date on which an annual
meeting of the shareholders of the Company is held, the Board of Directors
intends to grant to each Outside Director who is then serving on the Board of
Directors an option to purchase 5,000 Common Shares. The exercise price of such
options will be the fair market value of the Common Shares on the date of grant.
The options granted the Outside Directors will generally become fully
exercisable on the first anniversary of the date of grant. Such options will
expire ten years after the date of grant. If an Outside Director becomes an
officer or employee of the Company and continues to serve as a member of the
Board of Directors, options granted under the Stock Option Plan will remain
exercisable in full. Notwithstanding the foregoing, the Company did not grant
such options to Outside Directors in 1998. In April 2000, the Board of Directors
granted each of the Outside Directors an option to purchase 20,000 Common Shares
at a per share exercise price of $1.875, the fair market value of a Common Share
on April 12, 2000. These options vest in two equal annual installments beginning
on April 13, 2000. On October 2, 2001, options to purchase 20,000 Common Shares
were granted to each director at an exercise price of $.671 per Common Share.
EMPLOYMENT AGREEMENTS
Robert L. Chioini. The Company entered into a new employment agreement
with Robert L. Chioini on March 20, 2000, pursuant to which Mr. Chioini was
employed as the President and Chief Executive Officer of the Company for the
period ending March 20, 2003. Under the agreement, Mr. Chioini's base salary was
set at $275,000 with annual increases of $25,000. Mr. Chioini's employment
agreement contains a three-year non-compete provision and provides that he
devote his full-time and attention to the Company's business.
7
Thomas E. Klema. The Company entered into an employment agreement with
Thomas E. Klema, effective as of January 12, 1999, pursuant to which Mr. Klema
is employed as Vice President of Finance, Chief Financial Officer, Treasurer and
Secretary of the Company for a period which expired on January 12, 2001. Mr.
Klema's base salary is $156,600, which may be increased by the Company Board of
Directors. In addition, pursuant to his employment agreement, Mr. Klema was
granted the option to purchase 50,000 shares of the Company's Common Shares,
vesting in three equal annual installments beginning on January 12, 1999,
exercisable at a price per share equal to the average high and low selling price
of the Company's Common Shares on each such grant date. Mr. Klema is currently
negotiating with the Company on the terms of a new employment agreement.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), requires the Company's officers and Directors and persons who own more
than ten percent of a registered class of the Company's equity securities to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission (the "Commission") and the Nasdaq Stock Market. Officers,
Directors and greater than ten percent Shareholders are required by regulation
of the Commission to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on its review of the copies of such forms received by it, or
written representation from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during the Company's
current fiscal year ended December 31, 2001, Kenneth L. Holt and Ronald D. Boyd,
Directors of the Company, have not filed any Forms 3, 4 or 5. In addition,
Thomas E. Klema, the Chief Financial Officer of the Company, and Robert L.
Chioini, a director and the Chief Executive Officer of the Company, each amended
their respective Form 5 for 2001 after the due date for filing Form 5 to correct
the disclosure of one transaction.
8
OTHER MATTERS
ANNUAL REPORT
A copy of the Annual Report to Shareholders for the fiscal year ended
December 31, 2001 accompanies this Proxy Statement. The Company files an Annual
Report on Form 10-KSB with the Securities and Exchange Commission. The Company
will provide, without charge, to each person being solicited by this Proxy
Statement, upon the written request of any such person, a copy of the Company's
Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001 (as
filed with the Securities and Exchange Commission, excluding exhibits for which
a reasonable charge shall be imposed). If a person requesting the Annual Report
was not a shareholder of record on April 5, 2002, the request must contain a
good faith representation that the person making the request was a beneficial
owner of Common Shares at the close of business on such date. All such requests
should be directed to Thomas E. Klema, Chief Financial Officer and Secretary,
Rockwell Medical Technologies, Inc., 30142 Wixom Road, Wixom, Michigan 48393.
RELATIONSHIP WITH INDEPENDENT AUDITOR
Plante & Moran, LLP is the independent auditor for the Company and its
subsidiaries and has reported on the Company's consolidated financial statements
included in the Annual Report of the Company which accompanies this proxy
statement. Plante & Moran, LLC has served in this capacity sine December 1998.
The Company's independent auditor is appointed by the Board of Directors. The
Board of Directors has reappointed Plante & Moran, LLP as independent auditor
for the year ending December 31, 2001. Representatives of Plante & Moran, LLP
are expected to be present at the Annual Meeting of the Shareholders and will
have the opportunity to make a statement at the meeting if they desire to do so.
The representatives are also expected to be available to respond to appropriate
questions.
Audit Fees. Audit fees paid to Plante & Moran, LLP for the Company's 2001
annual audit and reviews of the unaudited financial statements included in the
Company's 2000 quarterly reports on Form 10-QSB, including research and
consultations related to accounting and reporting issues, were $63,520.
Financial Information Systems Design and Implementation Fees. There were
no fees paid to Plante & Moran, LLP for financial information systems design and
implementation fees.
All Other Fees. The balance of all other fees paid to Plante & Moran, LLP
for the fiscal year 2001 was $15,060 which was for all other non-audit fees,
primarily for the preparation of income tax returns. There were no fees paid to
Plante & Moran, LLP for technology services.
Compatibility of Non-Audit Services. There were no technology services
provided by Plante & Moran, LLP to the Company for the fiscal year ending
December 31, 2001. The Board believes the provision of the other non-audit
services by Plante & Moran, LLP is compatible with maintaining Plante & Moran's
independence.
Leased Personnel in Connection with the Audit. There were no leased
personnel utilized by Plante & Moran, LLP in connection with the Company's 2001
audit.
SHAREHOLDER PROPOSALS
A shareholder proposal which is intended to be presented at the Company's
2002 Annual Meeting of Shareholders must be received by the Company's Secretary
at the Company's principal executive office at 30142 Wixom Road, Wixom, Michigan
48393 before December 28, 2001 to be considered for inclusion in the Proxy
Statement and Proxy relating to that meeting. Such proposal should be sent by
certified mail, return receipt requested.
The Company must receive notice of any proposals of shareholders that are
intended to be presented at the Company's 2003 Annual Meeting of Shareholders,
but that are not intended to be considered for inclusion in the Company's Proxy
Statement and Proxy related to that meeting, no later than March 31, 2003 to be
considered timely. Such proposals should be sent by certified mail, return
receipt requested and addressed to
9
the Company's Secretary at the Company's principal executive office at 30142
Wixom Road, Wixom, Michigan 48393. If the Company does not have notice of the
matter by that date, the Company's form of proxy in connection with that meeting
may confer discretionary authority to vote on that matter, and the persons named
in the Company's form of proxy will vote the shares represented by such proxies
in accordance with their best judgment.
OTHER BUSINESS
Neither the Company nor the members of its Board of Directors intend to
bring before the Annual Meeting any matters other than those set forth in the
Notice of Annual Meeting of Shareholders, and they have no present knowledge
that any other matters will be presented for action at the meeting by others. If
any other matters properly come before such meeting, however, it is the
intention of the persons named in the enclosed form of proxy to vote in
accordance with their best judgment.
By Order of the Board of Directors
/s/ Thomas E. Klema
THOMAS E. KLEMA
Secretary
Wixom, Michigan
April 26, 2002
10
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
ROCKWELL MEDICAL TECHNOLOGIES, INC.
JUNE 4, 2002
\/ Please Detach and Mail in the Envelope Provided \/
- --------------------------------------------------------------------------------
|
--- PLEASE MARK YOUR |
A X VOTES AS IN THIS |
--- EXAMPLE. ------
FOR WITHHELD
1. Election of a [ ] [ ] NOMINEE: Kenneth L. Holt 2. In their discretion with respect to any
Class II other matters that may properly come before
Director the meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
IN ACCORDANCE WITH THE SPECIFICATIONS MADE HEREIN.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
FOR THE ELECTION OF THE ONE NOMINEE IF NO
INSTRUCTIONS TO THE CONTRARY ARE INDICATED OR IF
NO INSTRUCTION IS GIVEN.
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY
IN THE ENCLOSED ENVELOPE.
SIGNATURE(S) _______________________________ DATE _________, 2002 SIGNATURE(S) _________________________ DATE ______________, 2002
NOTE: (PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. EXECUTORS, ADMINISTRATORS, ATTORNEYS, GUARDIANS, TRUSTEES, ETC. SHOULD SO
INDICATE WHEN SIGNING, GIVING FULL TITLE AS SUCH. IF SIGNER IS A CORPORATION, EXECUTE IN FULL CORPORATE NAME BY
AUTHORIZED OFFICER. IF SHARES ARE HELD IN THE NAME OF TWO OR MORE PERSONS, ALL SHOULD SIGN.)
ROCKWELL MEDICAL TECHNOLOGIES, INC.
BOARD OF DIRECTORS PROXY FOR THE ANNUAL MEETING JUNE 4, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
ROCKWELL MEDICAL TECHNOLOGIES, INC.
The undersigned hereby appoints Robert L. Chioini and Thomas E. Klema, and
each of them, attorneys and proxies with full power of substitution in each of
them, in the name, place and stead of the undersigned to vote as proxy all the
Common Shares, no par value per share, of the undersigned in Rockwell Medical
Technologies, Inc. (the Company) which the undersigned is entitled to vote at
the Annual Meeting of Shareholders of the Company to be held on June 4, 2002,
and at any and all adjournments thereof.
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(TO BE SIGNED ON REVERSE SIDE) SEE REVERSE
SIDE
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