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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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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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
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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[LOGO] Bio-logic(R)
Systems Corp.
One Bio-logic Plaza
Mundelein, Illinois 60060
-----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 22, 2002
-----------------
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 22, 2002, at 10:00 A.M. Central Daylight
Time, for the following purposes:
1. To elect three Class I 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 24, 2002 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, 2002
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 22,
2002, 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 in any manner permitted by law.
Only holders of shares of Common Stock of record at the close of business on
June 24, 2002 are entitled to vote at the meeting. On the record date, the
Company had outstanding and entitled to vote 4,196,281 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, to be 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.
1
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 21, 2002:
Name of Beneficial Amount and Nature of Percent
Holder or Identity of Group Beneficial Ownership (1) of Class (2)
- --------------------------- ------------------------ ------------
Gabriel Raviv, Ph.D.............................. 272,402(3) 6.5%
c/o Bio-logic Systems Corp.
One Bio-logic Plaza
Mundelein, IL 60060
Roderick G. Johnson.............................. 60,625(4) 1.4%
c/o Bio-logic Systems Corp.
One Bio-logic Plaza
Mundelein, IL 60060
Gil Raviv, Ph.D.................................. 308,895(5) 7.4%
933 Sutton Drive
Northbrook, IL 60062
Charles Z. Weingarten, M.D....................... 192,851(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
Albert Milstein.................................. 42,625(8) 1.0%
Thomas S. Lacy................................... 42,250(9) 1.0%
Irving Kupferberg................................ 14,750(10) *
Craig W. Moore................................... 24,875(11) *
Lawrence D. Damron............................... -- *
All officers and directors as a group (9 persons) 959,273(12) 22.9%
- --------
* 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 4,196,281 shares of Common Stock issued and
outstanding, except that shares underlying stock options which are
exercisable within 60 days of June 21, 2002 are deemed to be outstanding
for purposes of determining the percentage owned by holders of such options.
(3) Includes (i) 50,000 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) 35,000 shares underlying options which are not exercisable within
60 days.
2
(4) Includes 60,625 shares underlying immediately exercisable options, but
excludes 79,375 shares underlying options which are not exercisable within
60 days.
(5) Includes 7,750 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) 3,750 shares
underlying options which are not exercisable within 60 days.
(6) Includes 14,750 shares underlying immediately exercisable options, but
excludes 3,750 shares underlying options which are not exercisable within
60 days.
(7) Based on a Schedule 13D filed by Dr. Levine.
(8) Includes 9,750 shares underlying immediately exercisable options, but
excludes 3,750 shares underlying options which are not exercisable within
60 days.
(9) Includes 13,000 shares underlying immediately exercisable options, but
excludes 6,250 shares underlying options which are not exercisable within
60 days.
(10) Includes 9,750 shares underlying immediately exercisable options, but
excludes 3,750 shares underlying options which are not exercisable within
60 days.
(11) Includes 24,875 shares underlying immediately exercisable options, but
excludes 8,625 shares underlying options which are not exercisable within
60 days.
(12) Includes 190,500 shares underlying immediately exercisable options, but
excludes 154,750 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 I directors
expires at the 2002 Annual Meeting. The accompanying form of proxy will be
voted for the election as director of the three Class I nominees listed below,
who are now directors, unless the proxy contains contrary instructions.
Management has no reason to believe that the nominees will 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 I directors with terms expiring at the 2002 Annual Meeting:
Charles Z. Weingarten (63) has been a director of the Company since its
inception in March 1979 and was President of the Company from its inception
until February 1981, at which time he became Vice 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 (55) 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.
Lawrence D. Damron (56) was appointed a director of the Company in February
2002. Mr. Damron is the Senior Vice President and Chief Financial Officer of
Aksys, Ltd., a provider of hemodialysis products and services. From June 1999
until December 2000, he was Chief Financial Officer of Everest Healthcare
Services, a
3
provider of dialysis and other blood treatment services, and from July 1997 to
June 1999 was Senior Vice President, Finance and Treasurer of Evanston
Northwestern Healthcare. Mr. Damron was also with Baxter International from
1985 until 1997 where he held a number of key management positions, including
Corporate Treasurer from 1992 until 1997.
Class II nominees with terms expiring at the 2003 Annual Meeting:
Gil Raviv (46) 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 (75) 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 was a partner of the public accounting firm
of Kupferberg, Goldberg & Neimark since 1955.
Roderick G. Johnson (53) 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 its 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.
Class III nominees with terms expiring at the 2004 Annual Meeting:
Gabriel Raviv (51) 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 (57) has been a director of the Company since 1992, and from
1985 to 2001 was formerly Chairman of the Board and Chief Executive Officer of
Everest Health Care Services Corp., a provider of dialysis to patients with
renal failure. 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.
Committees and Meetings of the Board
The Board of Directors has an Audit Committee and a Compensation and Options
Committee. The Board of Directors held four meetings during the last fiscal
year, the Audit Committee held two meetings, and the Compensation Committee
held two meetings. Each of the 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.
4
The Compensation and Options Committee, currently comprised of Craig Moore,
Irving Kupferberg and Albert Milstein, is responsible for making
recommendations to the Board of Directors on the compensation of the Chief
Executive Officer and the Chief Operating Officer, and for administrating the
Company's 1994 Stock Option Plan (the "Plan").
The Audit Committee, currently comprised of Craig Moore, Irving Kupferberg
and Lawrence Damron, 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. The Audit Committee operates
pursuant to a written charter that was filed as an Exhibit to the proxy
statement for the 2001 Annual Meeting. 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 fiscal year ended February 28, 2002 and discussed them with
the Company's management. In connection with this review, the 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, 2002.
By the Audit Committee: Craig Moore Irving Kupferberg Lawrence Damron
Pursuant to SEC rules, the information under the caption "Audit Committee
Report" shall not be deemed to be "soliciting material" or to be "filed" with
the SEC or subject to the liabilities of Section 18 of the Exchange Act. It is
specifically excluded from any material incorporated by reference in the
company's filings under the Securities Act of 1933 or the Exchange Act of 1934,
whether such filings occur before or after the date of this Proxy Statement,
and notwithstanding anything to the contrary set forth in any filing.
DIRECTOR COMPENSATION
Directors who are not salaried officers of the Company received fees of
$2,500 per meeting during fiscal year ended February 28, 2002. Directors have
also received, and future directors will be entitled to receive, certain stock
options under the Plan. On August 23, 2001 each of the Company's current
directors received their annual automatic grant of director options to purchase
2,500 shares; this grant was issued at an exercise price of $5.07 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, 2002 (the "named executive officers"), for
services rendered during the fiscal years ended February 28, 2002, February 28,
2001 and February 29, 2000:
5
Summary Compensation Table
Annual Compensation
--------------------------------------------
Name and Principal Position Year Salary Bonus Stock Options Granted
--------------------------- ---- -------- -------- ---------------------
Gabriel Raviv, Ph.D..... 2002 $271,693 $173,340 37,500
Chairman and Chief 2001 248,180 -- 2,500
Executive Officer 2000 215,874 108,754 22,500
Roderick G. Johnson..... 2002 $224,500 $115,560 37,500
President and Chief 2001 196,656 -- 2,500
Operating Officer 2000 68,061 44,231 100,000
Thomas S. Lacy.......... 2002 $134,673 $ 61,278 6,500
Vice President, 2001 131,431 8,010 --
Neurology/Sleep, 2000 128,056 8,000 3,000
North America
The aggregate amount of all other annual executive compensation in each of
the years reported falls below the SEC disclosure requirement limits of the
lesser of either (i) $50,000 or (ii) 10% of the total of annual salary and
bonus reported for the named executive officer, and therefore is not reported
in this document.
Option/SAR Grants in Last Fiscal Year
Individual Grants
The following table sets forth certain information with respect to
individual grants of stock options during the fiscal year ended February 28,
2002 to each of the named executive officers:
% of Total
Options/SARs
Granted to
Options/SARs Employees in Exercise or Base
Name Granted (#) Fiscal Year Price ($/Sh) Expiration Date
- ---- ------------ ------------ ---------------- ---------------
Gabriel Raviv, Ph.D. 35,000 7.69% $4.95 06/05/06
Gabriel Raviv, Ph.D. 2,500 0.55% $5.58 08/23/06
Roderick G. Johnson. 35,000 7.69% $4.50 06/05/11
Roderick G. Johnson. 2,500 0.55% $5.07 08/23/11
Thomas S. Lacy...... 4,000 0.88% $3.25 03/01/11
Thomas S. Lacy...... 2,500 0.55% $4.55 10/01/11
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values
The following table sets forth certain information with respect to each
exercise of stock options during the fiscal year ended February 28, 2002 by the
named executive officers and the number and value of unexercised options held
by the named executive officers as of February 28, 2002.
Number of
Unexercised Options/ Value of Unexercised In-
SARs at Fiscal Year- the-Money Options/SARs
Shares Acquired Value End Exercisable/ at Fiscal Year-End
Name on Exercise (#) Realized ($) Unexercisable Exercisable/Unexercisable
- ---- --------------- ------------ -------------------- -------------------------
Gabriel Raviv, Ph.D. 8,000 $15,600 34,000/51,000 $33,797/25,755
Roderick G. Johnson. 0 $ 0 50,625/89,375 $ 0/19,250
Thomas S. Lacy...... 0 $ 0 12,000/7,250 $16,819/10,363
6
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, for salary and bonus during fiscal
2002, aggregated $445,033. 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 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, for salary and bonus
during fiscal 2002, aggregated $340,060. 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.
The Company has agreed to pay to Thomas S. Lacy a severance payment equal to
twelve 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, except by Gabriel
Raviv and Gil Raviv, each with respect to one Form 4 reporting the exercise of
options.
7
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, 2003. Grant
Thornton was the independent public accountant for the Company for its fiscal
year ended February 28, 2002. 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.
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, 2002 and the reviews of the financial
statements included in the Company's Quarterly Reports on Form 10-QSB for the
fiscal year totaled approximately $102,000.
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, 2002.
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,
2002 totaled approximately $106,000.
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.
8
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 that 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, 2002
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, 2002, 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, 2003, 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, 2002
9
PROXY BIO-LOGIC SYSTEMS CORP. PROXY
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 on the reverse side, all
the shares of Common Stock of Bio-logic Systems Corp. held of record by the
undersigned on June 24, 2002 at the Annual Meeting of Stockholders to be held on
August 22, 2002, at 10:00 A.M. Central Daylight Time or at any adjournment
thereof.
(Continued and to be signed and dated on reverse side)
-------------
SEE REVERSE
SIDE
-------------
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
BIO-LOGIC SYSTEMS CORP.
August 22, 2002
\/ Please Detach and Mail in the Envelope Provided \/
A [X] Please mark your votes as in this example.
WITHHOLD
FOR AUTHORITY
1. To elect [_] [_] Nominees: Charles Z. Weingarten
Albert Milstein
Lawrence D. Damron
(Instructions: To withhold authority for any individual nominee, print that
nominee's name on the line printed below.)
__________________________________________
2. In their discretion the proxies are authorized to vote upon such other
business as may properly come before the meeting.
Check here for address change [_]
NEW ADDRESS _________________________
_____________________________________
_____________________________________
_____________________________________
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 ABOVE.
Date sign and return the Proxy card promptly using the enclosed envelope.
SIGNATURE(S) _________________________________ DATE ______________
______________________________________________ DATE ______________
SIGNATURE, IF HELD JOINTLY
NOTE: When shares are held by joint tenants, both should sign. When signing as
attorney, executor, 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.