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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:
/ / 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 Rule 14a-11(c) or Rule 14a-12
AMERICAN CONSOLIDATED LABORATORIES, 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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:
(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 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.:
(3) Filing Party:
(4) Date Filed:
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AMERICAN CONSOLIDATED LABORATORIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of American Consolidated Laboratories, Inc.
The Annual Meeting of Shareholders of American Consolidated
Laboratories, Inc. (the "Company") will be held at the Company's offices at
1640 North Market Drive, Raleigh, North Carolina 27609 on June 6, 1996 at 9:30
a.m. for the following purposes:
1. To elect four directors to hold office until the 1997 Annual
Meeting of Shareholders and to hold office until their
successors are duly elected and qualified;
2. To consider and act upon a proposal to ratify the appointment
of Deloitte & Touche as independent auditors of the Company
for the year ending December 31, 1996; and
3. To transact any other business as may properly come before the
meeting.
Shareholders of record as of the close of business on April 25, 1995,
will be entitled to vote at this meeting or any adjournment thereof.
Information relating to the matters to be considered and voted on at the Annual
Meeting is set forth in the proxy statement accompanying this Notice.
By Order of the Board of Directors,
/s/ Kenneth Kirkham
__________________________________
Kenneth Kirkham, Assistant Secretary
May 10, 1996
IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE
VOTE ON THE MATTERS TO BE CONSIDERED AT THE MEETING BY
COMPLETING THE ENCLOSED PROXY AND MAILING IT PROMPTLY IN THE
ENCLOSED ENVELOPE.
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AMERICAN CONSOLIDATED LABORATORIES, INC.
6416 PARKLAND DRIVE
SARASOTA, FLORIDA 34243
(813) 753-0383
_______________
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of American Consolidated
Laboratories, Inc. (the "Company") for the Annual Meeting of Shareholders to be
held at the Company's offices at 1640 North Market Drive, Raleigh, North
Carolina 27609 on June 6, 1996 at 9:30 a.m., or any adjournment thereof.
If the accompanying proxy form is completed, signed and returned, the
shares represented thereby will be voted at the meeting. The giving of the
proxy does not affect the right to vote in person should the shareholder be
able to attend the meeting. The shareholder may revoke the proxy at any time
prior to the voting thereof.
The annual report of the Company for the year ended December 31, 1995,
is being mailed with this proxy statement to shareholders entitled to vote at
the meeting. The cost of the proxy solicitation will be paid by the Company.
SHAREHOLDERS ENTITLED TO VOTE
AND
PRINCIPAL SHAREHOLDERS
The only voting securities of the Company are common shares.
Shareholders of record as of the close of business on April 25, 1996, are
entitled to notice of and to vote at the Annual Meeting. At that date, there
were 4,136,927 shares of Common Stock outstanding, each share being entitled to
one vote.
The affirmative vote of the holders of a majority of the votes cast at
the meeting is necessary for the election of directors and the ratification of
the selection of auditors.
The following table sets forth certain information regarding those
persons known to management to hold beneficially at least 5% of the outstanding
shares of Common Stock of the Company and the ownership by all executive
officers and directors as a group.
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NAME AND ADDRESS OF AMOUNT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT
- ----------------- ---------------------- ----------
Tullis-Dickerson Capital Focus L.P. 2,985,804(a) 72.2%
One Greenwich Plaza, Greenwich, CT 06830
Wayne Upham Smith 516,759(b) 12.5
6416 Parkland Drive, Sarasota, FL 34243
James L.L. Tullis (c) (c)
One Greenwich Plaza, Greenwich, CT 06830
Thomas P. Dickerson (c) (c)
One Greenwich Plaza, Greenwich, CT 06830
Joan Neuscheler (c) (c)
One Greenwich Plaza, Greenwich, CT 06830
All executive officers
and directors as a group 3,655,229 88.4%
--------- ----
(a) Includes warrants to purchase 94,909 shares, 35,714 shares
held by Tullis-Dickerson & Co., Inc., 10,636 shares held by
James L.L. Tullis and 5,318 shares held by Thomas P.
Dickerson, affiliates of Tullis-Dickerson Capital Focus L.P.
See "Certain Transactions" regarding the possible issuance of
additional shares.
(b) Includes options to purchase 216,759 shares of common stock of
the company which are currently exercisable and expire on July
11, 1996.
(c) See footnote (a) above. Mr. Tullis, Mr. Dickerson and Ms.
Neuscheler are affiliates of Tullis-Dickerson Capital Focus
L.P. and general partners of Tullis-Dickerson Partners, which
is the general partner of Tullis-Dickerson Capital Focus L.P.
ELECTION OF DIRECTORS
PROXIES IN THE ACCOMPANYING FORM WILL BE VOTED AT THE MEETING, UNLESS
AUTHORITY TO DO SO IS WITHHELD, IN FAVOR OF THE ELECTION AS DIRECTORS OF THE
NOMINEES NAMED BELOW.
It is proposed that the shareholders elect four directors. The term of
each director elected will be until the next Annual Meeting of Shareholders or
until his successor is duly elected and qualified. It is intended that the
proxies will be voted for the nominees listed below and cannot be voted for
more than four nominees. Each nominee is at present available for election,
but if any nominee should become unavailable, the persons voting the
accompanying proxy may, at their discretion vote for a substitute. Certain
information concerning the nominees is set forth below.
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COMMON SHARES
SERVED BENEFICIALLY
as Owned as of
Director April 25, 1996
-------------------------------------
NAME Age Since No. Shares (1) % Shares
- ---- --- --------- -------------- --------
Joseph A. Arena 48 N/A 40,000(a) 1.1
Thomas P. Dickerson 46 May 1990 2,985,804(b) 72.2
James L.L. Tullis 49 May 1990 2,985,804(b) 72.2
Joan P. Neuscheler 37 June 1993 2,985,804(b) 72.2
(a) Includes options to purchase 15,000 which are currently exercisable.
(b) Includes 2,839,227 shares owned by Tullis-Dickerson Capital Focus L.P., warrants to purchase 94,909
shares, 35,714 shares held by Tullis-Dickerson & Co., Inc., 10,636 shares owned by James L.L. Tullis
and 5,318 shares owned by Thomas P. Dickerson.
JOSEPH A. ARENA. Mr. Arena was appointed Chief Executive Officer of
the Company in April, 1996. From February, 1994 to April, 1996, Mr. Arena was
Chief Operating Officer and Chief Financial Officer of Quantum Solutions, Inc.,
an Austin, Texas based firm in the training and education business, in which
Tullis-Dickerson has a substantial equity investment. Mr. Arena served as
Director of Finance or Treasurer of the Company from December 1991 until May,
1992 when he was elected a Director and appointed as Chief Executive Officer.
Mr. Arena was elected Chairman of the Board in October, 1993. He served as
Executive Vice President and Chief Financial Officer of Donzi Marine Corp. from
1986 to 1991, a Florida manufacturer of fiberglass speed boats.
THOMAS P. DICKERSON. Mr. Dickerson is a general partner of
Tullis-Dickerson Partners, the general partner of Tullis-Dickerson Capital
Focus, L.P., which is a venture capital fund specializing in companies in the
health care industry and the Company's largest stockholder. Since 1990, he has
been the president of Tullis-Dickerson & Co., Inc., an investment firm
specializing in health care and which has a management contract with
Tullis-Dickerson Capital Focus, L.P.
JAMES L.L. TULLIS. Mr. Tullis is a general partner of Tullis-Dickerson
Partners, the general partner of Tullis-Dickerson Capital Focus, L.P., which
is a venture capital fund specializing in companies in the health care industry
and the Company's largest stockholder. Since 1990, Mr. Tullis has been the
chairman and chief executive officer of Tullis- Dickerson & Co., Inc., an
investment firm specializing in health care and which has a management contract
with Tullis-Dickerson Capital Focus, L.P. He is also a director of Acme -
United, Inc. and Physician Sales & Service, Inc., both publicly-held
corporations.
JOAN P. NEUSCHELER. Ms. Neuscheler is a general partner of
Tullis-Dickerson Partners, the general partner of Tullis-Dickerson Capital
Focus, L.P., a venture capital fund specializing in companies in the health
care industry and the Company's largest stockholder. Since 1989, she has been
the chief financial officer of Tullis-Dickerson & Co., Inc., an investment firm
specializing in health care and which has a management contract with
Tullis-Dickerson Capital Focus, L.P.
The Board of Directors held two meetings during the year ended December
31, 1995 and took two actions by written consent. The current standing
committees of the Board of Directors are the Audit Committee and the
Compensation Committee. The Audit Committee met once and the Compensation
Committee took one action by written consent during the year ended December 31,
1995. All directors attended at least 75% of the meetings held during the year
ended December 31, 1995. The function of
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the Audit Committee is to meet periodically with the Company's independent
auditors to review the scope and results of the audit and to consider various
accounting and auditing matters related to the Company, including its internal
control structure. The Audit Committee also makes recommendations to the Board
of Directors regarding the independent public accountants to be appointed as
the Company's auditors. The function of the Compensation Committee is to
review and recommend salaries, bonuses and grants under the Company's Stock
Option Plan. The Audit Committee was comprised of Mr. Dickerson and Ms.
Neuscheler and the Compensation Committee was comprised of Mr. Tullis and Ms.
Neuscheler.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Based solely on a review of Forms 3 and 4 and amendments thereto
furnished to the Company under Rule 16a-3(d), during the fiscal year ended
December 31, 1995, the Company's officers and/or directors were in compliance
with the filing requirements pursuant to Section 16(a) of the Securities
Exchange Act of 1934, as amended.
EXECUTIVE OFFICERS
The current executive officers of the Company are as follows:
NAME POSITION WITH THE COMPANY
- ---- -------------------------
Thomas P. Dickerson Chairman of the Board
Joseph A. Arena President and Chief Executive Officer
Jimmy Gray O'Neal President and Chief Operating Officer
Kenneth Kirkham Chief Financial Officer and Assistant
Secretary and Treasurer
Anthony L. Salvatori Secretary
JIMMY GRAY O'NEAL. Mr. O'Neal has served as President and Chief
Operating Officer of the Company since April, 1996. He was the founder and
President of Carolina Contact Lens, Inc. ("CCL") since it was established in
1973. CCL was purchased by the Company in December, 1994, and is a
wholly-owned subsidiary.
KENNETH KIRKHAM. Mr. Kirkham has been the Chief Financial Officer of
the Company since April, 1996. Prior to that, from 1994 to 1996, he was the
Chief Financial Officer of Bono's Bar-B-Q & Grill, a chain of 33 restaurants.
From 1992 to 1994 he was Senior Vice President-Finance for Ford Consumer
Finance and from 1985 to 1992 he was with the accounting firm of KPMG Peat
Marwick.
ANTHONY L. SALVATORI. Mr. Salvatori has served as the Secretary of the
Company since 1986 and was appointed Director of Research in 1987. He has had
51 years of experience in the contact lens industry. He was the President,
from 1972 through 1984, and founder of a predecessor company called Salvatori
Ophthalmics, Inc. located in Sarasota, Florida which manufactured and sold
contact lenses to customers throughout the United States.
Information about the other executive officers is given above under
"Election of Directors."
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EXECUTIVE COMPENSATION
The following table sets forth the total compensation paid or accrued
by the Company for services rendered during the year ended December 31, 1995,
by the Chief Executive Officer of the Company. No executive officer of the
Company received cash compensation for the year ended December 31, 1995 in
excess of $100,000.
SUMMARY COMPENSATION TABLE
LONG-TERM
NAME AND PRINCIPAL COMPENSATION
POSITION YEAR SALARY BONUS OPTIONS
- ------------------- ---- ------ ----- -------
Wayne Upham Smith 1994 $87,212 $14,166(1) 55,000(2)
Chairman of the Board and
Chief Executive Officer
(1) A bonus in the amount of $42,500 was awarded, of which
$14,166 has been paid to date.
(2) See "Option Grants in Last Year."
EMPLOYMENT AGREEMENTS
On August 15, 1994, the Company entered into a three year employment
agreement with Mr. Wayne Upham Smith. The agreement provided for an initial
base salary of $85,000 per year with annual bonuses of up to 50% of his base
salary based in part on the trading price of the Company's Common Stock and in
part based upon performance, as determined by the Compensation Committee of the
Company's Board of Directors. Mr. Smith's employment with the Company was
terminated on April 11, 1996.
OPTIONS
OPTION GRANTS IN LAST YEAR
Since January 1, 1995, the Company has granted options to its Chief
Executive Officer as follows:
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED EXERCISE EXPIRATION
NAME OPTIONS GRANTED TO EMPLOYEES PRICE (1) DATE
- ---- --------------- --------------- --------- ----------
Wayne Upham Smith 55,000 50% $.50 8/8/06
(1) The options were granted at an exercise price equal to the fair market
value of the Company's Common Stock on the date of grant. The options
vest at the rate of 6,875 shares per quarter over two years. The
options terminate on July 11, 1996, three months after the termination
of Mr. Smith's employment with the Company on April 11, 1996.
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YEAR-END OPTION VALUES
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT YEAR-END AT YEAR END (1)
------------------------------- ----------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
Wayne Upham Smith 216,759 96,351 $135,474 $60,219
(1) The market price of the Company's common stock at year end was
$1.125 per share.
RESTRICTED STOCK
During May, 1994, the Board of Directors approved the 1994 Restricted
Stock Bonus Plan (the "Stock Plan"). The Stock Plan provides for a bonus to
certain employees who worked during 1992 at reduced pay. The bonus consisted
of a one time grant to the eligible employees of one share of common stock for
every $5.00 of reduced wages. A total of 21,862 shares were issued under this
program to 55 eligible employees, including two officers. The Company's
obligation for the stock issued to these employees was accounted for as a 1994
expense equal to the estimated fair market value of the stock on the date of
issuance ($5,467).
STOCK OPTION PLAN
Under the Company's 1994 Incentive and Non-Statutory Stock Option Plan
(the "Option Plan"), 750,000 shares of Common Stock are reserved for issuance
upon exercise of stock options. The Option Plan is designed as a means to
retain and motivate key employees. The outside Directors administer and
interpret the Option Plan. Options may be granted to all eligible employees of
the Company, including officers and others who perform services for the
Company. As of December 31, 1995, there were 495,106 shares underlying
unexercised options granted under the Plan, leaving 254,894 shares available
for future grant.
The Option Plan provides for the granting of both incentive stock
options (as defined in Section 422 of the Internal Revenue Code) and
nonqualified stock options. Options are granted under the Option Plan on such
terms and at such prices as determined by the Board of Directors, except that
the per share exercise price of incentive stock options cannot be less than the
fair market value of the Common Stock on the date of grant. Each option is
exercisable after the period or periods specified in the option agreement, but
no option may be exercisable after the expiration of ten years from the date of
grant. Options granted under the Plan are not transferable other than by will
or by the laws of descent and distribution.
DIRECTORS' COMPENSATION
Directors who are not employees of the Company are not compensated for
any services provided as a director, or for committee participation or special
assignments. Out of town directors are reimbursed for travel expenses incurred
in conjunction with board meetings.
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CERTAIN TRANSACTIONS
In September, 1991, Tullis-Dickerson Capital Focus, L.P. ("TD
Capital") loaned the Company $510,000, evidenced by a Promissory Note bearing
interest at 6% per annum, maturing in September, 1995, and secured by
inventory, equipment and accounts receivable. In connection with the loan, TD
Capital received a warrant to acquire 100,000 shares of the Company's common
stock at a price of $.75 per share. TD Capital also provided the Company a
$190,000 line of credit which was repaid during the first half of 1994. As
part of the CCL transaction, $450,000 of the term loan was exchanged for
900,000 shares of the Company's common stock on December 15, 1994 - leaving a
$60,000 balance at December 31, 1994. The warrant was exercised on March 31,
1995. Consideration for the shares was the reduction of the Notes' outstanding
principal by $55,000 and forgiveness of $20,000 of accrued interest payable to
TDCFLP. Accordingly, on December 31, 1995, the outstanding principal balance
of the note totaled $5,000.
In May, 1995, the Company issued 15,954 shares of the Company's common
stock to James L.L. Tullis and Thomas P. Dickerson, as assignees of
Tullis-Dickerson & Co., Inc. ("TD & Co.") in satisfaction of outstanding
invoices for consulting services rendered during 1994 and 1995. At the time of
payment for such services, the bid price for the Company's stock was $1.13 for
a value of $18,000. Two directors of the Company, James L.L. Tullis and Thomas
P. Dickerson are the sole shareholders, directors and principal officers of TD
& Co. The services primarily related to ongoing assistance in the Company's
operations, including strategy, hiring of personnel, streamlining of
operations, co-ordination between facilities of the Company, and the
development of management reporting systems.
The funding for the CCL acquisition was obtained by the Company
pursuant to (i) a Stock Purchase and Term Loan Agreement, dated as of August
15, 1994, by and between TD Capital and the Company, pursuant to which TD
Capital purchased an additional 2,220,000 shares of common stock for $660,000
in cash and cancellation of $450,000 of its $510,000 term loan (see above) and
made an additional loan to the Company in the amount of $800,000, and (ii) a
Share Purchase and Stockholders' Agreement among TD Capital, Wayne Upham Smith,
Grady A. Deal and the Company, pursuant to which Mr. Smith and Mr. Deal each
purchased 300,000 shares of the Company for $150,000. The $800,000 Secured
Convertible Term Promissory Note, referred to above, is due on September 30,
1997, with interest payable quarterly at 15.25%. If the principal and interest
remain unpaid after June 15, 1995, TD Capital may convert the Note into shares
of common stock of the Company at the rate of one share of common stock each
$1.00 of principal and interest unpaid, until maturity, and $.50 thereafter.
The Company received additional financing from TDCFLP during November and
December of 1995 in the amount of $267,000. Subsequent to December 31, 1995,
the additional financing was consolidated with $445,000 of additional advances
made in January and February, 1996. The consolidated note is payable at
varying amounts and dates beginning June 30, 1996 through August 5, 1996.
Interest is payable at 13.5% until maturity and 19.5% after maturity. In
connection with the consolidated note, TDCFLP received warrants to purchase
94,909 shares of common stock, plus additional shares if each advance is not
paid within 150 days, at $.10 per share.
All of the TDCFLP financing is secured by substantially all
inventories and property and equipment. In addition, the Company is prohibited
by its agreement with TDCFLP from paying any dividends.
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The Company and TD Capital entered into an agreement with TD Capital,
dated August 15, 1994 which provides for the Company to pay TD & Co. a
financial advisory fee of $3,000 per month, plus $9,000 per quarter for any
quarter that the Company exceeds its internal cumulative cash flow projections
for that calendar quarter. Such financial advisory fees were $36,000 in 1995
and $72,000 in 1994.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Deloitte & Touche has served as independent
accountants of the Company since the year ended December 31, 1992. A
representative of Deloitte & Touche will be present at the annual meeting of
shareholders. Such representative will be available to respond to appropriate
questions and may make a statement if he so desires.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF DELOITTE & TOUCHE AS THE COMPANY'S AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 1995.
SHAREHOLDER PROPOSALS
Proposals which shareholders intend to present at the 1996 Annual
Meeting of Shareholders must be received by the Company no later than January
10, 1996, to be eligible for inclusion in the proxy material for that meeting.
OTHER MATTERS
Management knows of no matter to be brought before the meeting which
is not referred to in the Notice of Meeting. If any other matters properly
come before the meeting, it is intended that the shares represented by proxy
will be voted with respect thereto in accordance with the judgment of the
persons voting them.
By Order of the Board of Directors,
/s/ Kenneth Kirkham
Kenneth Kirkham, Assistant Secretary
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APPENDIX A
AMERICAN CONSOLIDATED LABORATORIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Wayne U. Smith and Grady A. Deal, as
Proxy for the undersigned, to vote all shares of Common Stock of the
undersigned in American Consolidated Laboratories, Inc. with all the powers
that the undersigned would have if personally present, at the Annual Meeting of
Shareholders of American Consolidated Laboratories, Inc., to be held at the
Brenton Reef Restaurant located at the Company's offices at 1640 North Market
Drive, Raleigh, North Carolina, on June 6, 1996, at 9:30 a.m., Eastern Time and
at any and all adjournments thereof.
1. TO ELECT five Directors to hold office until the next Annual Meeting of
shareholders and until their successors have been duly elected and
qualified.
[ ] For all nominees listed [ ] Withhold authority to vote
below for all nominess listed below
(except as marked to the contrary below)
INSTRUCTIONS: To withhold authority to vote for any individual
nominee strike a line through the nominee's name in the
list below:
James L.L. Tullis Thomas P. Dickerson
Joan Neuscheler Joseph A. Arena
2. TO CONSIDER and act upon a proposal to ratify the appointment of
Deloitte & Touche LLP as independent auditors of the Company for the
fiscal year ending December 31, 1996.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. TO TRANSACT such other business as may properly come before the meeting
or any adjournment thereof.
(Continued, and to be signed, on reverse side)
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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 each of the Proposals set forth above.
Please sign exactly as name appears below.
When shares are held by joint tenants, both
should sign. When signing as attorney, as
executor, administrator or 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
-----------------------------
Signature, If Held Jointly
DATED: , 1996
-------------
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
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