UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Bio-logic Systems Corp.
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(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
Bio-logic(R)
Systems Corp.
One Bio-logic Plaza
Mundelein, Illinois 60060
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 23, 2001
----------------
To our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of BIO-LOGIC
SYSTEMS CORP. will be held at the Company's headquarters, One Bio-logic Plaza,
Mundelein, Illinois 60060 on August 23, 2001, at 10:00 A.M. Central Daylight
Time, for the following purposes:
1. To elect two Class III directors to hold office for a term of three
years and until their successors are elected and qualified; and
2. To consider and take action upon such other matters as may properly come
before the meeting or any adjournment or adjournments thereof.
The close of business on June 25, 2001 has been fixed as the record date for
the determination of stockholders entitled to notice of and to vote at the
meeting.
All stockholders are cordially invited to attend the meeting. Whether or not
you expect to attend, you are requested to sign, date and return the enclosed
proxy promptly in the accompanying envelope, which requires no postage if
mailed in the United States.
By Order of the Board of Directors
/s/ Gabriel Raviv
Gabriel Raviv, Ph.D.,
Chairman and Chief Executive Officer
Mundelein, Illinois
June 28, 2001
PROXY STATEMENT
----------------
ANNUAL MEETING OF
STOCKHOLDERS
----------------
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Bio-logic Systems Corp. (the "Company") of proxies
to be voted at the Annual Meeting of Stockholders to be held at the Company's
headquarters, One Bio-logic Plaza, Mundelein, Illinois 60060 on August 23,
2001, at 10:00 A.M. Central Daylight Time, and at any adjournment thereof, for
the purposes set forth in the foregoing Notice of Annual Meeting of
Stockholders. The persons named in the enclosed proxy form will vote the
shares for which they are appointed in accordance with the directions of the
stockholders appointing them. If the enclosed form of proxy is properly
executed and returned, the shares of Common Stock represented thereby will be
voted in accordance with the instructions thereon. If no instructions are
indicated thereon, such shares will be voted in favor of the actions described
in this Proxy Statement and for the election of the nominees set forth under
the caption "Election of Directors." Any stockholder giving such a proxy may
revoke it at any time before it is exercised.
Only holders of shares of Common Stock of record at the close of business
on June 25, 2001, are entitled to vote at the meeting. On the record date, the
Company had outstanding and entitled to vote 4,168,459 shares of Common Stock,
each entitled to one vote upon all matters to be acted upon at the meeting. A
majority in interest of the outstanding Common Stock represented at the
meeting in person or by proxy shall constitute a quorum. The affirmative vote
of a plurality of the Common Stock so represented is necessary to elect the
nominees for election as directors. Abstentions and broker non-votes are
counted for purposes of determining the presence or absence of a quorum for
the transaction of business. If a stockholder, present in person or by proxy,
abstains on any matter, the stockholder's Common Stock will not be voted on
such matter. Thus, an abstention from voting on any matter has the same legal
effect as a vote "against" the matter even though the stockholder may
interpret such action differently. Accordingly, except for determining the
presence or absence of a quorum for the transaction of business, broker non-
votes are not counted for any purpose in determining whether a matter has been
approved.
The principal executive offices of the Company are located at One Bio-logic
Plaza, Mundelein, Illinois 60060. The Company expects to mail this Proxy
Statement and the accompanying form of proxy on or about June 28, 2001.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information concerning stock
ownership of all persons known by the Company to own beneficially 5% or more
of the outstanding shares of the Company's Common Stock, each director of the
Company, each executive officer of the Company named under "Executive
Compensation" and all officers and directors of the Company as a group as of
June 25, 2001:
Name of Beneficial Amount and Nature of Percent
Holder or Identity of Group Beneficial Ownership(1) of Class(2)
- --------------------------- ---------------------- -----------
Gabriel Raviv, Ph.D........................ 251,305(3) 6.0%
c/o Bio-logic Systems Corp.
One Bio-logic Plaza
Mundelein, IL 60060
Roderick G. Johnson........................ 19,375(4) *
c/o Bio-logic Systems Corp.
One Bio-logic Plaza
Mundelein, IL 60060
Gil Raviv, Ph.D............................ 307,895(5) 7.4%
933 Sutton Drive
Northbrook, IL 60062
Charles Z. Weingarten, M.D................. 190,476(6) 4.6%
c/o Bio-logic Systems Corp.
One Bio-logic Plaza
Mundelein, IL 60060
Bernard Levine, M.D........................ 385,143(7) 9.2%
c/o New York Medical Center
Department of Medicine
550 First Avenue
New York, NY 10016
Irving Kupferberg.......................... 12,375(8) *
Craig W. Moore............................. 16,625(9) *
Albert Milstein............................ 40,250(10) *
Thomas S. Lacy............................. 38,500(11) *
All officers and directors as a group (8
persons).................................. 876,801(12) 21.0%
- --------
* Less than 1%
(1) Except as otherwise indicated, the persons named in the table have sole
voting and investment power with respect to the shares of Common Stock
shown as beneficially owned by them.
(2) Determined on the basis of 4,168,459 shares of Common Stock issued and
outstanding, except that shares underlying stock options which are
exercisable within 60 days are deemed to be outstanding for purposes of
determining the percentage owned by holders of such options.
(3) Includes (i) 31,875 shares underlying immediately exercisable options and
(ii) 30,000 shares owned by Gabriel Raviv as Trustee for the Gil Raviv
Family Trust. Does not include (i) 193,200 shares owned by Ms. Mimi Lutwak
as Trustee for the Gabriel Raviv Family Trust, (ii) 210,125 shares owned
by Gabriel Raviv's wife, as to which Dr. Raviv disclaims beneficial
ownership, and (iii) 58,625 shares underlying options which are not
exercisable within 60 days.
(4) Includes 19,375 shares underlying immediately exercisable options, but
excludes 118,125 shares underlying options, which are not exercisable
within 60 days.
2
(5) Includes 7,375 shares underlying immediately exercisable options. Does not
include (i) 30,000 shares owned by Gabriel Raviv as Trustee for the Gil
Raviv Family Trust, (ii) 2,750 shares owned by Gil Raviv's wife, as to
which Dr. Raviv disclaims beneficial ownership, and (iii) 3,625 shares
underlying options which are not exercisable within 60 days.
(6) Includes 12,375 shares underlying immediately exercisable options, but
excludes 3,625 shares underlying options, which are not exercisable within
60 days.
(7) Based on a Schedule 13D filed by Dr. Levine.
(8) Includes 7,375 shares underlying immediately exercisable options, but
excludes 3,625 shares underlying options, which are not exercisable within
60 days.
(9) Includes 16,625 shares underlying immediately exercisable options, but
excludes 11,875 shares underlying options, which are not exercisable
within 60 days.
(10) Includes 7,375 shares underlying immediately exercisable options, but
excludes 3,625 shares underlying options, which are not exercisable
within 60 days.
(11) Includes 9,250 shares underlying immediately exercisable options, but
excludes 7,500 shares underlying options, which are not exercisable
within 60 days.
(12) Includes 111,625 shares underlying immediately exercisable options, but
excludes 210,625 shares underlying options, which are not exercisable
within 60 days.
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes. One class is elected
each year to hold office for a three-year term and until their successors are
duly elected and qualified. The term of office of the current Class III
directors expires at the 2001 Annual Meeting. The accompanying form of proxy
will be voted for the election as director of the two Class III nominees
listed below, who are now directors, unless the proxy contains contrary
instructions. Management has no reason to believe that the nominees should
become unable or unwilling to serve as directors. However, if the nominees
should become unable or unwilling to serve as directors, the proxy will be
voted for the election of such person or persons as shall be designated by the
directors.
Class III nominees with terms expiring at the 2001 Annual Meeting:
Gabriel Raviv (50) has been a director of the Company since its inception
in March 1979. He was Vice President of the Company from March 1979 until
February 1981, when he became President and Chief Executive Officer. In
September 1999, Dr. Raviv relinquished the role of President retaining the
position of Chief Executive Officer. He is an Adjunct Professor at
Northwestern University. From October 1975 until January 1981, Dr. Raviv was
the Director of the Clinical Research Instrumentation Laboratory at Evanston
Hospital (an affiliate of Northwestern University). Dr. Raviv received his
M.S. and Ph.D. degrees in Electrical Engineering and Computer Sciences from
Northwestern University. Gabriel Raviv and Gil Raviv are brothers.
Craig W. Moore (56) has been a director of the Company since 1992 and
formerly Chairman of the Board and Chief Executive Officer of Everest Health
Care Services Corp., a provider of dialysis to patients with renal failure,
since October 1995. From March 1986 through September 1995, Mr. Moore was
Executive Vice President of West Suburban Kidney Center, S.C., a renal
dialysis business. Mr. Moore has also been President of Continental Health
Care, Ltd., an extracorporeal services and supply company, since 1986, and
President of New York Dialysis Management, a dialysis management business,
since 1990. Mr. Moore has over 21 years of experience in the healthcare
industry with American Hospital Supply Corporation, Baxter Healthcare
Corporation and Everest Health Care Services Corp.
Class I directors with terms expiring at the 2002 Annual Meeting:
Charles Z. Weingarten (62) has been a director of the Company since its
inception in March 1979 and was President of the Company from its inception in
March 1979 until February 1981 at which time he became Vice
3
President--Medical Products. Dr. Weingarten resigned as Vice President--
Medical Products effective August 1995. For more than 22 years, Dr. Weingarten
has maintained a private surgical practice. He is an attending physician at
Evanston Hospital, Glenbrook Hospital and Swedish Covenant, all located in the
Chicago area. Dr. Weingarten is also an Assistant Professor at Northwestern
Medical School. Dr. Weingarten received his M.D. degree from Tulane University
Medical School and was certified by the American Board of Otolaryngology in
1969.
Albert Milstein (54) has been a director of the Company since 1984 and has
been a partner with the law firm of Winston & Strawn since 1978. Winston &
Strawn renders legal services to the Company.
Class II nominees with terms expiring at the 2003 Annual Meeting:
Gil Raviv (45) has been a director of the Company since its inception in
March 1979 and was Executive Vice President from July 1984 until his
resignation effective as of January 1, 1993. Dr. Raviv has been President of
SNAP Laboratories, LLC., an apnea and snoring analysis business, since October
1993. Dr. Raviv received his Ph.D. in Electrical Engineering and Computer
Sciences from Northwestern University and his M.S. in Physics from the Hebrew
University, Jerusalem, Israel. Gil Raviv and Gabriel Raviv are brothers.
Irving Kupferberg (74) has been a director of the Company since 1983 and
has been President of Goldkup Investments, Inc., a firm specializing in
packaging investments and syndications, since January 1986. Prior to his
retirement on December 31, 1985, Mr. Kupferberg had been a partner of the
public accounting firm of Kupferberg, Goldberg & Neimark since 1955.
Roderick G. Johnson (52) has been a director of the Company since September
1999 when he was also named President and Chief Operating Officer of the
Company. He founded the NeuroCare Group in 1994 and served as Chairman,
President and Chief Executive Officer until 1999. From 1992 through 1994, Mr.
Johnson served as CEO-in-residence at Weiss, Peck & Greer and the Continental
Illinois Venture Corporation. In addition, from 1988 through 1991, Mr. Johnson
was President and Chief Executive Officer of Domino Amjet, Inc.
Committees and Meetings of the Board
The Board of Directors has an Audit Committee and a Stock Option Committee.
The Company does not have a Compensation Committee or a Nominating Committee.
The Board of Directors held four meetings during the last fiscal year, the
Audit Committee held two meetings, and the Stock Option Committee held two
meetings. Each of our current directors attended at least 75% of the aggregate
of (i) the meetings of the Board of Directors and (ii) meetings of any
Committees of the Board on which such person served which were held during the
time such person served.
The Stock Option Committee, currently comprised of Irving Kupferberg and
Albert Milstein, is responsible for administrating the Company's 1994 Stock
Option Plan (the "Plan").
The Audit Committee, currently comprised of Craig Moore, Irving Kupferberg
and Albert Milstein, reviews the Company's internal controls and the
objectivity of the Company's financial reporting. It meets with the Company's
appropriate financial personnel and the Company's independent public
accountants in connection with these reviews. It recommends to the Board of
Directors the appointment of the firm of independent public accountants,
subject to the ratification by the stockholders at the annual meeting, to
serve as auditors for the following year. The Audit Committee has adopted a
charter, a copy of which is attached as Exhibit A. Members of the Audit
Committee are independent, within the meaning of Rule 4200(a)(15) of the NASD
Marketplace Rules.
Audit Committee Report
The Audit Committee has reviewed the Company's audited financial statements
as of and for the year ended February 28, 2001 and discussed them with the
Company's management. In connection with this review, the
4
Audit Committee discussed with Grant Thornton LLP, the Company's independent
auditors, the matters required to be discussed by SAS 61 (Codification of
Statements on Auditing Standards, AU (S) 380); received the written
disclosures and the letter from Grant Thornton required by Independence
Standards Board Standard No. 1 (Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees); and discussed with Grant
Thornton its independence. Based on its review and these discussions, the
Audit Committee recommended to the Company's Board of Directors that the
audited financial statements be included in the Company's Annual Report on
Form 10-K for the year ended February 28, 2001.
By the Audit Committee: Craig Moore Irving Kupferberg Albert Milstein
DIRECTOR COMPENSATION
Directors who are not salaried officers of the Company received fees of
approximately $2,500 per meeting during fiscal 2001. Directors have also
received, and future directors will be entitled to receive, certain stock
options under the Plan. On August 17, 2000, each of the Company's current
directors received an automatic grant of director options to purchase 2,500
shares at an exercise price of $5.13 per share.
EXECUTIVE COMPENSATION
The following summary compensation table sets forth all plan and non-plan
compensation paid or accrued by the Company to the Chief Executive Officer and
each other executive officer whose cash compensation exceeded $100,000 during
the fiscal year ended February 28, 2001 (the "named executive officers"), for
services rendered during the fiscal years ended February 28, 2001, February
29, 2000 and February 28, 1999:
Summary Compensation Table
Annual Compensation
--------------------------
All Other
Name and Principal Position Year Salary Compensation
- --------------------------- ---- -------- ------------
Gabriel Raviv, Ph.D................................. 2001 $356,934 $11,481(1)
Chairman and Chief 2000 $215,874 $10,662(2)
Executive Officer 1999 $208,735 $13,918(3)
Roderick G. Johnson................................. 2001 $240,887 $ 9,248(4)
President and Chief 2000 $ 68,061 $ 3,584(5)
Operating Officer
Thomas S. Lacy...................................... 2001 $145,431 $ 4,341(6)
Vice President, 2000 $159,556 $ 8,423(7)
Sales & Marketing 1999 $157,962 $ 7,679(8)
- --------
(1) Represents $4,240 paid by the Company for Dr. Raviv's automobile, a $1,991
split dollar life insurance premium paid by the Company for the benefit of
Dr. Raviv and a $5,250 matching contribution made on behalf of Dr. Raviv
by the Company to a profit sharing plan (the "401(k) Plan") under Section
401(k) of the Internal Revenue Code of 1986, as amended. As of February
28, 2001, the amount deemed loaned to Dr. Raviv under the split dollar
life insurance policy aggregated $291,005.
(2) Represents $4,240 paid by the Company for Dr. Raviv's automobile, a $1,422
split dollar life insurance premium paid by the Company for the benefit of
Dr. Raviv and a $5,000 matching contribution made on behalf of Dr. Raviv
by the Company to the 401(k) Plan.
(3) Represents $7,167 paid by the Company for Dr. Raviv's automobile, a $1,951
split dollar life insurance premium paid by the Company for the benefit of
Dr. Raviv and a $4,800 matching contribution made on behalf of Dr. Raviv
by the Company to the 401(k) Plan.
5
(4) Represents $3,998 life insurance paid by the Company for the benefit of
Mr. Johnson and a $5,250 matching contribution made on behalf of Mr.
Johnson by the Company to the 401(k) Plan.
(5) Represents life insurance premium paid by the Company for the benefit of
Mr. Johnson.
(6) Represents a $4,341 matching contribution made on behalf of Mr. Lacy by
the Company to the 401(k) Plan.
(7) Represents $3,570 paid by the Company for Mr. Lacy's automobile and a
$4,853 matching contribution made on behalf of Mr. Lacy by the Company to
the 401(k) Plan.
(8) Represents $3,570 paid by the Company for Mr. Lacy's automobile and a
$4,109 matching contribution made on behalf of Mr. Lacy by the Company to
the 401(k) Plan.
The following table sets forth certain information with respect to
individual grants of stock options during the fiscal year ended February 28,
2001 to each of the named executive officers:
Option/SAR Grants in Last Fiscal Year
Individual Grants
% of Total
Options/SARs Exercise
Granted to or Base
Options/SARs Employees in Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date
- ---- ------------ ------------ -------- ----------
Gabriel Raviv..................... 2,500 3.85% $5.13 08/16/05
Roderick G. Johnson............... 2,500 3.85% $5.13 08/16/10
Thomas S. Lacy.................... -- -- -- --
The following table sets forth certain information with respect to each
exercise of stock options during the fiscal year ended February 28, 2001 by
the named executive officers and the number and value of unexercised options
held by the named executive officers as of February 28, 2001.
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values
Number of Value of
Unexercised Unexercised
Shares Options/SARs In-the-Money
Acquired at Fiscal Options/SARs at
on Value Year-End Fiscal Year-End
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
- ---- -------- -------- ------------- ---------------
Gabriel Raviv, Ph.D............. 0 $0 24,625/30,875 $1,500/4,500
Roderick G. Johnson............. 0 $0 12,500/90,000 $0/0
Thomas S. Lacy.................. 29,250 $78,844 8,500/4,250 $938/1,547
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
AND CHANGE IN CONTROL ARRANGEMENTS
In May 1986, the Company entered into an employment agreement with Gabriel
Raviv, Ph.D. The agreement is for two-year renewable periods and provides for
a salary with annual cost of living or other adjustments, benefits and bonuses
as the Board of Directors may determine which, during fiscal 2001, aggregated
$363,165. The agreement provides for Dr. Raviv's right to terminate his
employment upon any change in control of the Company and to receive upon such
termination compensation approximately equal to three times the present value
of the average annual compensation received by Dr. Raviv during the five years
preceding the year
6
in which the change in control occurs, less any compensation arising out of
any stock option or the value of life insurance policies transferred to Dr.
Raviv upon such termination. The agreement includes confidentiality and
nondisclosure provisions and covenants not to compete for one year after
termination of employment.
In September 1999, the Company entered into an employment agreement with
Roderick G. Johnson. The agreement is for an initial term of three years and
is renewable for successive one-year terms thereafter, and provides for a
salary to be reviewed at least annually by the Board of Directors, as well as
benefits and bonuses as the Board of Directors may determine which, during
fiscal 2001, aggregated $244,885. The agreement provides for the payment of
one and one-half years of base salary as defined, as well as certain expenses,
bonuses and benefits in the event of termination without cause by the Company.
The agreement further provides for the payment of three times base salary
should certain actions occur as a result of a change in control of the
Company. The agreement includes confidentiality and non-disclosure provisions
and covenants not to compete for eighteen months after termination of
employment.
In connection with his appointment as Vice President, Sales & Marketing of
the Company in January 1994, the Company agreed to pay to Thomas S. Lacy a
severance payment equal to six months salary if his employment with the
Company is terminated at any time, such severance payment to be based upon his
minimum annual salary at the time of any such termination.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers, directors and persons who beneficially own
more than 10% of a registered class of the Company's equity securities to file
with the SEC initial reports of ownership and reports of changes in ownership
of common stock and other equity securities of the Company. Based solely on
the Company's review of such forms furnished to the Company and written
representations from certain reporting persons, the Company believes that all
filing requirements applicable to the Company's executive officers, directors
and greater than 10% beneficial owners were complied with.
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Grant Thornton LLP as independent
public accountants for the Company for the fiscal year ending February 28,
2002. Grant Thornton was the independent public accountant for the Company for
its fiscal year ended February 28, 2001. A representative of Grant Thornton is
expected to be present at the annual meeting, with the opportunity to make a
statement, if he or she desires to do so, and is expected to be available to
respond to appropriate questions.
If prior to the next annual meeting of stockholders such firm shall decline
to act or otherwise become incapable of acting, or if its engagement shall be
otherwise discontinued by the Board of Directors, the Board of Directors will
appoint other independent auditors whose selection for any period subsequent
to the next annual meeting will be subject to stockholder ratification at such
meeting.
Audit Fees
The fees billed or expected to be billed by Grant Thornton for professional
services rendered for the audit of the Company's annual financial statements
for the fiscal year ended February 28, 2001 and the reviews of the financial
statements included in the Company's Quarterly Reports on Form 10-QSB for the
fiscal year totaled approximately $36,300.
7
Financial Information Systems Design and Implementation Fees
Grant Thornton LLP did not perform any financial information systems design
and implementation services for the Company for the fiscal year ended February
28, 2001.
All Other Fees
The aggregate fees billed or expected to be billed by Grant Thornton for
other services rendered to the Company for the fiscal year ended February 28,
2001 totaled approximately $23,800.
The Audit Committee has considered and determined that Grant Thornton's
provision of non-audit services to the Company is compatible with maintaining
Grant Thornton's independence.
GENERAL
The management of the Company does not know of any matters other than those
stated in this Proxy Statement which are to be presented for action at the
meeting. If any other matters should properly come before the meeting, proxies
will be voted on these other matters in accordance with the best judgment of
the persons appointed to vote the proxies.
The Company will bear the cost of preparing, assembling and mailing all
proxy materials which may be sent to the stockholders in connection with this
solicitation. In addition to the solicitation of proxies by use of the mails,
officers and regular employees of the Company may solicit proxies, for no
additional compensation, by telephone. The Company does not expect to pay any
compensation for the solicitation of proxies.
The Annual Report of the Company for the fiscal year ended February 28,
2001 is being mailed with this proxy statement to stockholders entitled to
vote at the meeting. A copy of the Company's Annual Report on Form 10-KSB for
its fiscal year ended February 28, 2001, as filed with the Securities and
Exchange Commission, will be furnished without charge to any stockholder upon
written request to Bio-logic Systems Corp., One Bio-logic Plaza, Mundelein,
Illinois 60060, Attn: Investor Relations.
STOCKHOLDER PROPOSALS
All proposals of stockholders intended to be presented at the Company's
next Annual Meeting of Stockholders must be received at the Company's
executive office no later than February 28, 2002, for inclusion in the proxy
statement and form of proxy related to that meeting.
By Order of the Board of Directors
/s/ Gabriel Raviv
Gabriel Raviv, Ph.D.,
Chairman and Chief Executive Officer
Dated: June 28, 2001
8
Exhibit A--Audit Committee Charter
June 5, 2001
MISSION STATEMENT
The Company's independent auditor ultimately is accountable to the
Company's Board of Directors and Audit Committee, as representatives of the
shareholders, which, as such, have the ultimate authority and responsibility
to select, evaluate and, if appropriate, replace the independent auditor.
The Audit Committee is responsible for ensuring that the independent
auditor periodically submits to the Audit Committee a formal written statement
delineating all relationships between the independent auditor and the Company,
consistent with Independence Standards Board Standard 1; for discussing with
the independent auditor any disclosed relationships or services that may
impact the objectivity and independence of the independent auditor; and for
recommending that the Board of Directors take appropriate action to oversee
the independent auditor's independence.
The Audit Committee will assist the Board of Directors in fulfilling its
responsibilities to oversee the Company's financial and accounting operations.
The Audit Committee will review the Company's system of internal controls, its
financial reporting process, the audit process, and the Company's processes
for monitoring compliance with laws and regulations and the Company's business
practices. In performing its duties, the Audit Committee will maintain
effective working relationships with the Board of Directors, management, the
Company's internal accounting personnel and the independent auditors. The
Audit Committee will confirm with the independent auditor its understanding
that it has access to the Audit Committee at any time.
ORGANIZATION AND MEETINGS
Committee Composition
The Audit Committee shall be composed of at least three members, each of
whom is independent (as defined in American Stock Exchange Company Guide Rule
121A, subject to Rule 121B(b)(ii)) and able to read and understand fundamental
financial statements, including a company's balance sheet, income statement,
and cash flow statement or will become able to do so within a reasonable
period of time after his or her appointment to the audit committee. At least
one member of the Audit Committee shall have past employment experience in
finance or accounting, requisite professional certification in accounting, or
comparable experience or background that results in the individual's financial
sophistication, including being or having been a chief executive officer,
chief financial officer or other senior officer with financial oversight
responsibilities.
Term; Meetings
Audit Committee members will be chosen by the Board of Directors to serve
for a term or terms as determined by the Board. The Audit Committee will meet
at least two times a year.
ROLE AND RESPONSIBILITIES
The Audit Committee's specific responsibilities shall include the
following:
Maintenance of Charter
The Audit Committee shall review and reassess the adequacy of this charter
annually.
Audit Oversight
Before the commencement of the annual audit, the Audit Committee will meet
with financial management and the independent auditor to review and approve
the scope and fees of the annual audit.
A-1
Upon completion of the audit, the Audit Committee shall discuss with the
independent auditor and management the independent auditor's judgment about
the quality, not just the acceptability, of the Company's accounting
principles, as applied in the Company's financial reporting. As appropriate,
the discussion shall cover,
. the consistency of the Company's accounting policies and their
application;
. the clarity and completeness of the Company's financial statements; and
. items having a significant impact on the representational faithfulness,
verifiability, and neutrality of the accounting information included in
the financial statements, such as
. changes in accounting policies;
. estimates, judgments, and uncertainties;
. unusual transactions; and
. policies relating to significant financial statement items, including
timing of transactions and periods in which recorded.
The Audit Committee shall inquire as to
. the independent auditor's perceptions of the Company's financial and
accounting personnel;
. the cooperation that the independent auditor received during the audit;
and
. recommendations the independent auditor may have to improve the Company's
internal financial controls, choice of accounting principles, or
management reporting systems.
The Audit Committee shall require the independent auditor, at least
annually, to
. disclose to the Audit Committee, in writing, all relationships between
the independent auditor and its related entities and the Company and its
related entities that in the independent auditor's professional judgment
may reasonably be thought to bear on independence;
. confirm in the letter that, in its professional judgment, it is
independent of the Company within the meaning of the federal securities
laws; and
. discuss the auditor's independence with the Audit Committee.
Monitoring of Internal Controls Systems
The Audit Committee shall meet separately in executive session, at least
annually, with the Company's principle accounting officer and internal auditor
to discuss
. the scope of internal accounting and auditing procedures then in effect;
. the Company's means for monitoring compliance by Company personnel with
Company policies and procedures and applicable law; and
. the extent to which recommendations made by the internal auditor or
independent auditor have been implemented.
Audit Committee Report
The Audit Committee will report each year in the Company's proxy statement
whether:
. the Audit Committee has reviewed and discussed the audited financial
statements with management;
. the Audit Committee has discussed with the independent auditors the
matters required to be discussed by Statement of Accounting Standards No.
61 (Codification of Statements on Auditing Standards, AU (S) 380), as it
may be modified or supplemented;
A-2
. the Audit Committee has received the written disclosures and the letter
from the independent accountants required by Independence Standards Board
Standard No. 1 (Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees), as it may be modified or
supplemented, and has discussed with the independent accountant the
independent accountant's independence; and
. based on the foregoing review and discussions, the Audit Committee
recommended to the Board of Directors that the audited financial
statements be included in the company's Annual Report on Form 10-KSB.
The report shall not be deemed to be "soliciting material," or to be
"filed" with the Securities and Exchange Commission or subject to SEC
Regulations 14A or 14C.
A-3
PROXY PROXY
BIO-LOGIC SYSTEMS CORP.
One Bio-Logic Plaza
Mundelein, Illinois 60060
The Proxy is solicited on behalf of the Board of Directors
The undersigned stockholder of Bio-logic System Corp., a company organized
under the laws of the State of Delaware, hereby appoints Gabriel Raviv and Craig
W. Moore as Proxies, each with the power to appoint his substitute and hereby
authorizes them to represent and to vote, as designated below, all the shares of
Common Stock of Bio-logic Systems Corp. held of record by the undersigned on
June 25, 2001 at the Annual Meeting of Stockholders to be held on August 23,
2001, at 10:00 A.M. Central Daylight Time or at any adjournment thereof.
NEW ADDRESS:
Check here for address change
(Continued and to be signed and dated on reverse side)
SEE REVERSE
SIDE
Please mark your votes as in this example. X
1. To elect
FOR
WITHHOLD AUTHORITY
(Instructions: To withhold authority for any individual nominee, print that
nominee's name on the line printed below.)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE NOMINEES LISTED BELOW.
Nominees: Gabriel Raviv
Craig W. Moore
2. In their discretion the proxies are authorized to vote upon such other
business as may properly come before the meeting.
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in partnership name by
authorized person.
SIGNATURE(S)
DATE
DATE
Signature if held jointly