SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities and 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
Meridian Bioscience, Inc.
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(Name of Registrant as Specified In Its Charter)
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(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.
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
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MERIDIAN BIOSCIENCE, INC.
3471 River Hills Drive
Cincinnati, Ohio 45244
Notice of Annual Meeting
and Proxy Statement
Dear Shareholder:
Our Annual Meeting of Shareholders will be held at 3:00 p.m. on January 22, 2002
at Ivy Hills Country Club, 7711 Ivy Hills Boulevard, Cincinnati, Ohio. We hope
you will attend. At the meeting, you will hear a report on our operations and
have a chance to meet your directors and executives.
This booklet includes the formal notice of the meeting and the proxy statement.
The proxy statement tells you more about the agenda and procedures for the
meeting. It also describes how the Board operates and gives personal information
about our director candidates.
Please complete, sign, date, and return your proxy card promptly in the enclosed
envelope.
Sincerely yours,
/s/ William J. Motto
William J. Motto
Chairman of the Board
December 26, 2001
NOTICE OF ANNUAL MEETING
OF
SHAREHOLDERS OF MERIDIAN BIOSCIENCE, INC.
Time:
3:00 p.m., Eastern Time
Date:
January 22, 2002
Place:
Ivy Hills Country Club
7711 Ivy Hills Boulevard
Cincinnati, Ohio
Purpose:
. Elect directors
. Ratify appointment of Arthur Andersen LLP as Meridian's independent
public accountants for fiscal year 2002
. Conduct other business if properly raised
Only shareholders of record on December 3, 2001 may vote at the meeting.
The approximate mailing date of this Proxy Statement and accompanying Proxy Card
is December 27, 2001.
Your vote is important. Please complete, sign, date, and return your proxy
card promptly in the enclosed envelope.
/s/ Melissa Lueke
Melissa Lueke
Secretary
December 26, 2001
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GENERAL INFORMATION
Who may vote
Shareholders of Meridian, as recorded in our stock register on December 3, 2001,
may vote at the meeting. As of that date, Meridian had 14,599,170 shares of
Common Stock outstanding.
How to vote
You may vote in person at the meeting or by proxy. We recommend you vote by
proxy even if you plan to attend the meeting. You can always change your vote at
the meeting.
How proxies work
Meridian's Board of Directors is asking for your proxy. Giving us your proxy
means you authorize us to vote your shares at the meeting in the manner you
direct. You may vote for all, some or none of our director candidates. You may
also vote for or against the other proposals or abstain from voting.
If you sign and return the enclosed proxy card but do not specify how to vote,
we will vote your shares in favor of our director candidates and in favor of the
ratification of Arthur Andersen LLP as Meridian's independent public accountants
for fiscal year 2002.
If any other matters come before the meeting or any adjournment, each proxy will
be voted in the discretion of the individuals named as proxies on the card.
You may receive more than one proxy or voting card depending on how you hold
your shares. Shares registered in your name are covered by one card. If you hold
shares through someone else, such as a stockbroker, you may get material from
them asking how you want to vote.
Revoking a proxy
You may revoke your proxy before it is voted by submitting a new proxy with a
later date, by voting in person at the meeting, or by notifying Meridian's
Secretary in writing at the address under "Questions?" on page 14.
Quorum
In order to carry on the business of the meeting, we must have a quorum. This
means at least a majority of the outstanding shares eligible to vote must be
represented at the meeting, either by proxy or in person.
Votes needed
The six director candidates receiving the most votes will be elected to fill the
seats on the Board.
Ratification of appointment of accountants requires the favorable vote of a
majority of the votes cast. Only votes for or against these proposals count.
Other Matters
Any other matters considered at the meeting, including adjournment, will require
the affirmative vote of a majority of the votes cast.
ELECTION OF DIRECTORS
(Item 1 on the Proxy Card)
The Board has nominated the director candidates named below.
The Board of Directors oversees the management of Meridian on your behalf. The
Board reviews Meridian's long-term strategic plans and exercises direct
decision-making authority in key areas, such as choosing the Chief Executive
Officer, setting the scope of his authority to manage Meridian's business day to
day and evaluating management's performance.
The Board is nominating for election all of the following current directors:
James A. Buzard, John A. Kraeutler, Gary P. Kreider, William J. Motto, David C.
Phillips and Robert J. Ready.
Proxies solicited by the Board will be voted for the election of these nominees.
All directors elected at the Annual Meeting will be elected to hold office until
the next annual meeting. In voting to elect directors, shareholders are entitled
to cumulate their votes and to give one candidate a number of votes equal to the
number of directors to be elected multiplied by the number of shares held by the
shareholder, or to distribute their votes on the same principle among as many
candidates as the shareholder sees fit. In order to invoke cumulative voting,
notice of cumulative voting must be given in writing by a shareholder to the
President, a Vice President or the Secretary of Meridian not less than 48 hours
prior to the Annual Meeting. The proxies solicited include discretionary
authority to cumulate votes.
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Four of our six nominees are not Meridian employees. Only non-employee directors
serve on Meridian's Audit and Compensation committees. All Meridian directors
are elected for one-year terms. Personal information on each of our nominees is
given below.
Board meetings last year: 8
Actions in writing last year: 7
If a director nominee becomes unavailable before the election, your proxy card
authorizes us to vote for a replacement nominee if the Board names one.
The Board recommends you vote FOR each of the following candidates:
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James A. Buzard, Ph.D. James A. Buzard, Ph.D. serves as Chairman of the Compensation Committee.
Director since 1990 From March 1981 until December 1989, he was Executive Vice President of
Merrell Dow Pharmaceuticals Inc. From December 1989 until his
retirement in February 1990, he was Vice President of Marion Merrell
Dow, Inc. He has been a business consultant since February 1990.
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John A. Kraeutler John A. Kraeutler has more than 20 years of experience in the medical
Director since 1997 diagnostics industry and joined Meridian as Executive Vice President and
Chief Operating Officer in January 1992. In July 1992, Mr. Kraeutler
was named President of Meridian. Before joining Meridian, Mr. Kraeutler
served as Vice President, General Manager for a division of
Carter-Wallace, Inc. Prior to that, he held key marketing and technical
positions with Becton, Dickinson and Company and Organon, Inc.
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Gary P. Kreider, Esq. Gary P. Kreider has been a Senior Partner of the Cincinnati law firm of
Director since 1991 Keating, Muething & Klekamp, P.L.L., counsel to Meridian, since 1975.
He is also an Adjunct Professor of Law in securities at the University
of Cincinnati College of Law and a director of Lenox Bancorp, Inc.
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William J. Motto William J. Motto has more than 25 years of experience in the
Director since 1977 pharmaceutical and diagnostics products industries, is a founder of
Meridian and has been Chairman of the Board since 1977. Before forming
Meridian, Mr. Motto served in various capacities for Wampole
Laboratories, Inc., Marion Laboratories, Inc. and Analytab Products,
Inc., a division of American Home Products Corp.
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David C. Phillips David C. Phillips spent 32 years with Arthur Andersen LLP. His service
Director since 2000 with this firm included several managing partner leadership positions.
After retiring from Arthur Andersen in 1994, Mr. Phillips became Chief
Executive Officer of Downtown Cincinnati, Inc., which is responsible for
economic revitalization of Downtown Cincinnati. Mr. Phillips retired
from DCI in 1999 to devote full time to Cincinnati Works, Inc., an
organization dedicated to reducing the number of people living below the
poverty level by assisting them to strive towards selfsufficiency
through work.
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Robert J. Ready Robert J. Ready serves as Chairman of the Audit Committee. In 1976, Mr.
Director since 1986 Ready founded LSI Industries, Inc., Cincinnati, Ohio, which engineers,
manufactures and markets commercial/industrial lighting and graphics
products, and has served as its President and Chairman of its Board of
Directors since that time.
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RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
(Item 2 on the Proxy Card)
Although not required, the Board is seeking shareholder ratification of its
selection of Arthur Andersen LLP as Meridian's independent public accountants
for fiscal 2002. The affirmative vote of a majority of shares voting at the
meeting is required for ratification. If ratification is not obtained, the Board
intends to continue the employment of Arthur Andersen LLP at least through
fiscal 2002. Representatives of Arthur Andersen LLP are expected to be present
at the Shareholders' Meeting and will be given an opportunity to make a
statement, if they so desire, and to respond to appropriate questions that may
be asked by shareholders.
Principal Accounting Firm Fees:
- -------------------------------
Aggregate fees billed to Meridian for fiscal 2001 by Meridian's principal
accounting firm, Arthur Andersen LLP, are as follows:
Audit Fees $241,100
Financial Information
Systems Design and
Implementation Fees - (b)
--------
241,100
All Other Fees 352,000(a)(b)
--------
$593,100
========
(a) Includes fees for tax and other non-audit services.
(b) The Audit Committee has considered whether the provision of these services
is compatible with maintaining the principal accountant's independence.
DIRECTOR COMPENSATION
Non-employee directors of Meridian receive $12,000 per year for serving as a
director and as members of committees of the Board. They also receive $1,000 for
each director or committee meeting attended, except if a committee meeting
occurs on the same day as a directors' meeting the committee meeting fee is
$800. They receive $500 for each director or committee meeting held by
telephone. Committee chairmen receive an additional $500 for each committee
meeting held. Each non-employee director is also granted a non-qualified option
to purchase 2,317 shares of Common Stock at the time of election or re-election
to the Board of Directors, with the exercise price being the closing sale price
on Nasdaq reported immediately prior to the date of grant. If a change in
control occurs, non-employee directors will receive lump-sum payments equal to
ten times their annual compensation received in the prior fiscal year. Directors
who are employees of Meridian are not separately compensated for serving as
directors.
BOARD COMMITTEES
The Board appoints committees to help carry out its duties. In particular, Board
committees work on key issues in greater detail than would be possible at full
Board meetings. Each committee reviews the results of its meetings with the full
Board. The Board of Directors does not have a nominating committee or executive
committee.
The Audit Committee is responsible for reviewing Meridian's internal accounting
operations. It also recommends the employment of independent accountants and
reviews the relationship between Meridian and its outside accountants.
Meetings last year: 5
Actions in writing last year: 0
REPORT OF THE AUDIT COMMITEE
Meridian's Audit Committee is composed of Messrs. Ready (Chairman), Buzard and
Kreider. All of the members of the Committee meet the NASD standards for
independence and financial literacy.
In April 2000, the Board adopted the Audit Committee Charter, which was attached
to last year's Proxy Statement as Appendix I. The Charter outlines the
activities and responsibilities of the Committee.
In August 2001, the Committee met with representatives of Arthur Andersen and
Meridian's internal accountants and reviewed with them the proposed 2001 Audit
Plan, areas warranting particular concentration on the audit and the effects of
new accounting pronouncements. The Committee also reviewed business analysis and
initial risk assessments and the implementation of new accounting rules on
business combinations, goodwill and intangible assets presented by Arthur
Andersen.
At its meeting in November 2001, the Committee reviewed with management, Arthur
Andersen and Meridian's accounting officers the results of the audit for fiscal
2001, including the audited financial statements. The Committee reviewed the
requirements
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of its Charter previously adopted and the reports that were required to be
disclosed to the Committee. The Committee discussed with Arthur Andersen the
matters required to be discussed by Statement on Auditing Standards No. 61. The
Arthur Andersen representatives reviewed with the Committee written disclosures
required by the Independence Standards Board Standard No. 1 regarding
independence of the public accountants and presented a letter regarding that
matter to the Committee.
Relying upon the discussions and reviews described above, the Committee
recommended to the Board of Directors that the audited financial statements of
Meridian be included in its Annual Report on Form 10-K for the year ended
September 30, 2001 for filing with the Securities and Exchange Commission.
Respectfully submitted,
Audit Committee
Robert J. Ready (Chairman)
James A. Buzard
Gary P. Kreider
The Compensation Committee is responsible for establishing compensation for
management and administering Meridian's stock option plans.
Meetings last year: 8
Actions in writing last year: 2
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Report of the Compensation Committee
Meridian's Compensation Committee is composed of Messrs. Buzard (Chairman),
Kreider, Phillips and Ready. The Compensation Committee is responsible for
establishing compensation for executive officers, establishing salary levels and
bonus plans, making bonus awards and otherwise dealing in all matters concerning
compensation of the executive officers and awarding stock options for all
employees.
At its meeting on November 16, 2000, the Committee set the salaries for the
executive officers for fiscal 2001 as shown in the Summary Compensation Table.
The Committee had available to it in establishing executive salaries the
recommendations of management with respect to overall staff level compensation
for the coming fiscal year for Meridian. The Committee took into account these
considerations plus the financial performance of Meridian during fiscal 2000 in
establishing salary levels. It determined the compensation for the Chief
Executive Officer in the same manner it did for its other executive officers.
The Committee also considered a fiscal 2001 bonus award program based on
targeted earnings levels. The Committee met without Meridian's management in
making its decisions. At its meeting on November 16, 2000 and at other meetings
throughout the year, the Committee also awarded stock options pursuant to
Meridian's Stock Option Plan to various employees including the stock options to
executive officers listed elsewhere in this Proxy Statement.
At its meeting in September 2001, the Committee awarded incentive stock options
to certain employees and executive officers, which are tied to net earnings and
stock price targets. One series of options will vest immediately if Meridian's
net earnings for fiscal 2002 are at least $6,821,000. The other series will vest
if the stock price reaches designated price levels for 30 consecutive days
during fiscal 2002 plus the first 30 days of fiscal 2003 with the vesting
schedule being one-third at $12, one-third at $13 and one-third at $14. If these
targets are not reached, the options will not vest until nine years after the
date of grant. They also vest if Meridian or substantially all of its assets are
sold in fiscal 2002.
At its meeting on November 14, 2001, the Committee maintained salary levels for
Messrs. Motto, Kraeutler, Eberly and Interno for fiscal 2002 at fiscal 2001
levels, granted increases to operating officers and established a fiscal 2002
bonus award based on targeted net earnings levels from $6,475,000 to $7,500,000.
Respectfully submitted,
Compensation Committee
James A. Buzard (Chairman)
Robert J. Ready
Gary P. Kreider
David C. Phillips
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PRINCIPAL SHAREHOLDERS
William J. Motto, Chairman of the Board, and Putnam Investments, LLC are the
only shareholders known by Meridian to own beneficially 5% or more of its
outstanding Common Stock as of December 3, 2001. Information has been furnished
by the persons listed and/or has been obtained from reports filed by the persons
listed with the Securities and Exchange Commission:
Amount and Nature of Percent
Name of Beneficial Owner Beneficial Ownership of Class
------------------------ -------------------- --------
William J. Motto/1/ 4,292,514 29.4%
Putnam Investments, LLC/2/ 1,801,982 12.3%
1. The business address of Mr. Motto is 3471 River Hills Drive, Cincinnati,
Ohio 45244. The shares of Common Stock reported as beneficially owned by Mr.
Motto include 60,646 shares held by the William J. Motto Family Charitable
Remainder Unitrust and 25,000 shares subject to options exercisable within 60
days.
2. The business address of Putnam Investments, LLC is One Post Office Square,
Boston, Massachusetts 02109. The shares of Common Stock reported as beneficially
owned by Putnam Investments, LLC includes shares held by Putnam Investment
Management, LLC and The Putnam Advisory Company, LLC, two wholly-owned
subsidiaries of Putnam Investments, LLC. The shares of Common Stock reported as
beneficially owned by Putnam Investments, LLC are as of September 30, 2001, the
latest date such information is available to Meridian.
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DIRECTORS AND EXECUTIVE OFFICERS
This table lists the executive officers and directors of Meridian and shows how
much common stock each owned on December 3, 2001.
Common Stock
Beneficially Owned
Name and Age Position Amount/1/ Percentage/2/
------------ -------- --------- -------------
William J. Motto Chairman of the Board of Directors,
60 Chief Executive Officer 4,292,514/2/ 29.4%
John A. Kraeutler President, Chief Operating Officer
53 and Director 275,767 1.9%
Antonio A. Interno/3/ Senior Vice President 380,585 2.6%
51
Richard L. Eberly/4/ Executive Vice President 32,875 *
40
Kenneth J. Kozak/5/ Vice President, Research and
47 Development 7,159 *
Melissa A. Lueke/6/ Vice President, Chief Financial
38 Officer and Secretary 9,100 *
Susan A. Rolih/7/ Vice President of Regulatory Affairs
52 & Quality Systems -- --
Lawrence J. Baldini/8/ Vice President of Operations 3,000 *
42
James A. Buzard, Ph.D./9/ Director 27,393 *
74
Gary P. Kreider/9/ Director 48,403/10/ *
63
Robert J. Ready/9/ Director 29,098 *
61
David C. Phillips/11/ Director 8,317 *
63
---------------------------------------------
All Executive Officers
and Directors as a Group 5,114,211 33.9%
1. Includes options exercisable within 60 days from Mr. Motto of 25,000 shares,
Mr. Kraeutler of 269,573 shares, Mr. Interno of 66,616 shares, Mr. Eberly of
32,775 shares, Mr. Kozak of 6,850 shares, Mr. Buzard of 22,635 shares, Mr.
Kreider of 18,538 shares, Ms. Lueke of 6,500 shares, Mr. Phillips of 2,317
shares and Mr. Ready of 22,635 shares.
2. See description of Common Stock ownership contained under "Principal
Shareholder."
3. Antonio A. Interno was appointed as a Vice President in August 1991 and
appointed a Senior Vice President in September 1997. He has been Managing
Director of Meridian's European subsidiary, Meridian Diagnostics Europe
since February 1990.
4. Richard L. Eberly was appointed Vice President of Sales and Marketing on
January 10, 1997 and appointed an Executive Vice President in May 2000. He
has over 12 years of experience in the medical diagnostic industry and
joined Meridian in January 1995. Prior to his appointment to Vice President
of Sales and Marketing, Mr. Eberly served as the Director of Sales for
Meridian. Before joining Meridian, he held key sales and marketing positions
at Abbott Diagnostics.
5. Kenneth J. Kozak joined Meridian in October 1987 and was appointed Vice
President, Research and Development, on May 17, 1999. Prior to this
appointment, Mr. Kozak served as Director of Product Development for
Meridian. Before joining Meridian, Mr. Kozak held a variety of positions at
the University of Cincinnati College of Medicine.
6. Melissa A. Lueke was appointed Vice President, Chief Financial Officer and
Secretary on January 23, 2001. Prior to her appointment, Ms. Lueke served as
Meridian's Controller since March 2000 and Acting Secretary from July 20,
2000 to January 23, 2001. Before joining Meridian, Ms. Lueke was employed by
Arthur Andersen LLP from June 1985 to January 1999, most recently as a
Senior Audit Manager.
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7. Susan A. Rolih was appointed Vice President of Regulatory Affairs and
Quality Systems on May 29, 2001. Before joining Meridian, Ms. Rolih held
various regulatory and quality positions with Immucor, Inc.
8. Lawrence J. Baldini was appointed Vice President of Operations on April 3,
2001. Before joining Meridian, Mr. Baldini held various operations
management positions with Instrumentation Laboratories and Fisher
Scientific.
9. Audit Committee Member and Compensation Committee Member.
10. Includes 5,145 shares held directly by his wife, 1,000 shares held as
custodian for his minor child and 9,364 shares held by trusts of which Mr.
Kreider is trustee and a beneficiary. Also includes Meridian debentures
convertible into 1,615 shares.
11. Compensation Committee Member.
* Less than one percent.
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SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 of the Securities Exchange Act of 1934 requires Meridian's
executive officers, directors and persons who own more than ten percent of a
registered class of Meridian's equity securities to file reports of ownership
and changes in ownership with the Securities and Exchange Commission. Based on
a review of the copies of such forms received by it, Meridian believes that
during the last fiscal year, all of its executive officers, directors and ten
percent stockholders complied with the Section 16 reporting requirements except
as follows: Mr. Kozak filed a December 1999 Form 4 in January 2001, Mr. Buzard
filed an October 2000 Form 4 in December 2000, Mr. Phillips filed an April 2001
Form 4 in June 2001 and Mr. Motto filed an amended March 2001 Form 4 in May
2001. For each of the above individuals, the delinquent report concerned just
one transaction.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Gary P. Kreider, who is a member of the Compensation Committee, is a senior
partner of Keating, Muething & Klekamp, P.L.L., Cincinnati, Ohio, a law firm
that provided legal services to Meridian in fiscal 2001.
SUMMARY COMPENSATION TABLE
Annual Compensation
Securities
Name and Underlying All Other
Principal Position Year Salary Bonus Options Compensation/1/
- ------------------ ---- ------ ----- ------- ---------------
William J. Motto 2001 $387,700 $ -0- 20,000 $50,298
Chairman of the Board of Directors, 2000 371,000 104,344 20,000 43,908
Chief Executive Office 1999 355,000 144,813 - 41,139
John A. Kraeutler/2/ 2001 $293,500 $ -0- 50,000 $32,165
President, Chief Operating Officer 2000 280,400 75,544 50,000 31,401
1999 267,900 111,738 50,000 25,121
Antonio A. Interno 2001 $192,100 $ -0- 10,000 $16,200
Senior Vice President, Managing 2000 200,000 32,837 15,000 16,200
Director MDE 1999 210,000 59,527 -
Richard L. Eberly 2001 $177,700 $ -0- 35,000 $22,532
Executive Vice President, Sales, 2000 170,000 43,594 10,000 35,813
Marketing and Operations 1999 116,000 64,150 7,500 26,028
Melissa A. Lueke 2001 $145,900 $ -0- 30,000 $13,759
Vice President, Chief Financial - - - - -
Officer and Secretary - - - - -
1 Amounts accrued under Meridian's Savings and Investment Plan. Also
includes certain education related expenses, professional fees and car
allowances, as well as premiums paid under Meridian's Split-Dollar
Insurance Program. Under this Program, Meridian has purchased insurance
policies on the lives of Mr. Motto, Mr. Kraeutler, Mr. Eberly and Ms.
Lueke. These individuals are responsible for a portion of the premiums and
Meridian pays the remainder. Upon the death of any of these individuals,
Meridian will receive that portion of the benefits paid that equals the
premiums paid by Meridian on the respective policy. The beneficiary named
by the decedent will receive the remainder of the death benefits. The
premiums paid to the insurer under these policies for the fiscal years
ended September 2001, 2000 and 1999 were $11,697, $11,182, and $10,411,
respectively, for Mr. Motto; $8,948, $7,422, and $7,058, respectively, for
Mr. Kraeutler; $4,190, $2,487, and $755, respectively, for Mr. Eberly; and
$2,729 for Ms. Lueke for 2001.
2 Mr. Kraeutler and Meridian are parties to an employment agreement dated
February 15, 2001 which sets forth compensation, non-competition, benefit
and severance provisions and provides for a payment equal to three times
Mr. Kraeutler's base salary (plus any salary earned but not paid) upon the
occurrence of certain events, including a change in control of Meridian.
The agreement is effective for a period of 36 months commencing February
15, 2001, automatically extending until either party terminates the
agreement.
Todd Motto, the adult son of William J. Motto, is Director International
Marketing MBE at Meridian. Todd Motto received $78,000 in compensation
for fiscal 2001 and options to purchase 1,500 shares of Meridian common
stock at an exercise price of $3.09 per share.
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OPTION GRANTS IN LAST FISCAL YEAR
---------------------------------
% of Total Potential Realized Value
Number of Options at Assumed Annual
Securities Granted to Rates of Price Appreciation
Underlying Employees Exercise for Option Term
Options in Fiscal Price Expiration ---------------
----------
Names Granted 2001 ($/Per Share) Date 5% 10%
----- ------- ---- ------------ ---- -- ---
Willam J. Motto 20,000 7% $7.1875 11/15/10 $234,154 $ 372,850
John A. Kraeutler 50,000 17% 7.1875 11/15/10 585,384 932,126
Antonio A. Interno 10,000 3% 7.1875 11/15/10 117,077 186,425
15,000 5% 7.1875 11/15/10 175,615 279,638
Richard L. Eberly
20,000 7% 2.5000 2/13/11 81,445 129,687
10,000 3% 7.1875 11/15/10 117,077 186,425
Melissa A. Lueke
20,000 7% 2.5000 2/13/11 81,445 129,687
FISCAL 2001 OPTION EXERCISES
AND FISCAL YEAR-END OPTION VALUES
---------------------------------
Number of Securities Value of Unexercised In-
Underlying Unexercised the-Money Options at
Options at FY-End FY-End
Shares Acquired
---------------
Name on Exercise Value Realized Exercisable/Unexercisable Exercisable/Unexercisable
---- ----------- -------------- ------------------------- -------------------------
William J. Motto - - 25,000/25,000 $-/$-
John A. Kraeutler - - 269,573/137,500 301/-
Antonio A. Interno - - 66,616/25,500 -/-
Richard L. Eberly - - 32,775/50,750 -/44,000
Melissa A. Lueke - - 6,500/41,500 -/44,000
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PERFORMANCE GRAPH
The following graph shows the yearly percentage change in Meridian's
cumulative total shareholder return on its Common Stock as measured by dividing
the sum of (A) the cumulative amount of dividends, assuming dividend
reinvestment during the periods presented and (B) the difference between
Meridian's share price at the end and the beginning of the periods presented; by
the share price at the beginning of the periods presented with the Wilshire 5000
Equity Index and a Peer Group Index. The Peer Group consists of Apogent
Technologies, Inc., Biomerica, Inc., Biosite, Inc., Diagnostic Products Corp.,
Hemagen Diagnostics, Inc., Hycor Biomedical, Inc., Idexx Laboratories Corp.,
Neogen Corp., Quidel Corp. and Trinity Biotech Plc.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG MERIDIAN BIOSCIENCE, INC., THE WILSHIRE 5000 INDEX AND A PEER GROUP
Cumulative Total Return
9/96 9/97 9/98 9/99 9/00 9/01
MERIDIAN BIOSCIENCE, INC. 100.00 90.41 59.14 63.76 64.87 40.78
WILSHIRE 5000 100.00 138.21 142.75 181.22 213.03 151.35
PEER GROUP 100.00 87.32 82.76 98.12 119.86 121.66
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SHAREHOLDER PROPOSALS FOR NEXT YEAR
The deadline for shareholder proposals to be included in the Proxy
Statement for next year's meeting is August 28, 2002.
The form of Proxy for this meeting grants authority to the designated
proxies to vote in their discretion on any matters that come before the meeting
except those set forth in Meridian's Proxy Statement and except for matters as
to which adequate notice is received. In order for a notice to be deemed
adequate for the 2003 Annual Shareholders' Meeting, it must be received prior to
November 11, 2002. If there is a change in the anticipated date of next year's
annual meeting or these deadlines by more than 30 days, we will notify you of
this change through our Form 10-Q filings.
Meridian's Code of Regulations provides that only persons nominated by an
officer, director or in writing by a shareholder at least five days prior to the
meeting at which directors are to be selected shall be eligible for election.
QUESTIONS?
If you have questions or need more information about the annual meeting,
write to:
Melissa Lueke, Vice President, Chief Financial Officer and Secretary
Meridian Bioscience, Inc.
3471 River Hills Drive
Cincinnati, Ohio 45244
or call us at (513) 271-3700.
For information about your record holdings call the Fifth Third Bank Shareholder
Services at 1-800-837-2755.
TABLE OF CONTENTS Page
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GENERAL INFORMATION.......................................... 4
ELECTION OF DIRECTORS........................................ 4
RATIFICATION OF APPOINTMENT OF ACCOUNTANTS................... 6
DIRECTOR COMPENSATION........................................ 6
BOARD COMMITTEES............................................. 6
REPORT OF THE AUDIT COMMITEE................................. 6
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION...... 7
PRINCIPAL SHAREHOLDERS....................................... 8
DIRECTORS AND EXECUTIVE OFFICERS............................. 9
SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE......... 11
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.. 11
OPTION GRANTS IN LAST FISCAL YEAR............................ 12
FISCAL 2001 OPTION EXERCISES................................. 12
PERFORMANCE GRAPH............................................ 13
SHAREHOLDER PROPOSALS FOR NEXT YEAR.......................... 14
QUESTIONS?................................................... 14
MERIDIAN BIOSCIENCE, INC.
PROXY The undersigned hereby appoints WILLIAM J. MOTTO and MELISSA A.
FOR LUEKE, or either of them, proxies of the undersigned, each with
ANNUAL the power of substitution, to vote cumulatively or otherwise all
MEETING shares of Common Stock which the undersigned would be entitled to
vote on the matters specified below and in their discretion with
respect to such other business as may properly come before the
Annual Meeting of Shareholders of Meridian Bioscience, Inc. to be
held on January 22, 2002 at 3:00 P.M. Eastern Time at Ivy Hills
Country Club, 7711 Ivy Hills Boulevard, Cincinnati, Ohio or any
adjournment of such Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS:
1. Authority to elect as directors the six nominees listed below.
FOR ____ WITHHOLD AUTHORITY ____
JAMES A. BUZARD, JOHN A. KRAEUTLER, GARY P. KREIDER, WILLIAM J. MOTTO,
DAVID C. PHILLIPS AND ROBERT J. READY
WRITE THE NAME OF ANY NOMINEE(S) FOR WHOM AUTHORITY TO VOTE IS
WITHHELD ____________________________________________
2. To ratify the appointment of Arthur Andersen LLP as independent public
accountants for fiscal 2002.
FOR ____ AGAINST ____ ABSTAIN ____
THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS
UNLESS A CONTRARY CHOICE IS SPECIFIED.
(This proxy is continued and is to be signed on the reverse side)
Date __________________________, ______
_______________________________________
_______________________________________
Important: Please sign exactly as name appears hereon indicating, where proper,
official position or representative capacity. In the case of joint holders, all
should sign.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS