HAEMONETICS CORPORATION
Notice of Annual Meeting of Stockholders
July 18, 1997
To the Stockholders:
The Annual Meeting of the Stockholders of Haemonetics Corporation will be
held on Friday, July 18, 1997 at 9:00 a.m. at the Boston Harbor Hotel, Boston,
Massachusetts for the following purposes:
1. To elect two Directors to serve for a term of three years and until
their successors shall be elected and qualified, as more fully
described in the accompanying Proxy Statement.
2. To approve an amendment to the Company's 1992 Long-Term Incentive
Plan as described in the accompanying Proxy Statement.
3. To ratify the selection by the Board of Directors of Arthur
Andersen LLP as independent public accountants for the current
fiscal year.
4. To consider and act upon any other business which may properly come
before the meeting.
The Board of Directors has fixed the close of business on May 22, 1997 as
the record date for the meeting. All stockholders of record on that date are
entitled to notice of and to vote at the meeting.
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING IN PERSON.
By Order of the Board of Directors
/s/ ALICIA R. LOPEZ
Alicia R. Lopez
Clerk
Braintree, Massachusetts
June 6, 1997
HAEMONETICS CORPORATION
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Haemonetics Corporation (the "Company")
for use at the Annual Meeting of Stockholders to be held on Friday, July 18,
1997, at the time and place set forth in the notice of meeting, and at any
adjournment thereof. The approximate date on which this Proxy Statement and
form of proxy are first being sent to stockholders is June 6, 1997.
If the enclosed proxy is properly executed and returned, it will be voted
in the manner directed by the stockholder. If no instructions are specified
with respect to any particular matter to be acted upon, the proxy will be voted
in favor thereof. Any person giving the enclosed form of proxy has the power to
revoke it by voting in person at the meeting or by giving written notice of
revocation to the Clerk of the Company at any time before the proxy is
exercised.
The holders of a majority in interest of all Common Stock issued,
outstanding and entitled to vote are required to be present in person or be
represented by proxy at the Meeting in order to constitute a quorum for
transaction of business. The election of the nominees for Director will be
decided by plurality vote. The affirmative vote of the holders of at least a
majority of the shares of Common Stock voting in person or by proxy at the
meeting is required to approve the other matters listed in the notice of
meeting. Abstentions and "non-votes" are counted as present in determining
whether the quorum requirement is satisfied. Abstentions and "non-votes" have
the same effect as votes against proposals presented to stockholders other than
election of directors. A "non-vote" occurs when a nominee holding shares for a
beneficial owner votes on one proposal, but does not vote on another proposal
because the nominee does not have discretionary voting power and has not
received instructions from the beneficial owner.
The Company will bear the cost of this solicitation. It is expected that
the solicitation will be made primarily by mail, but regular employees or
representatives of the Company (none of whom will receive any extra
compensation for their activities) may also solicit proxies by telephone,
telegraph or in person and arrange for brokerage houses and their custodians,
nominees and fiduciaries to send proxies and proxy materials to their
principals at the expense of the Company.
The Company's principal executive offices are located at 400 Wood Road,
Braintree, Massachusetts 02184-9114, telephone number (617) 848-7100.
RECORD DATE AND VOTING SECURITIES
Only stockholders of record at the close of business on May 22, 1997 are
entitled to notice of and to vote at the meeting. On that date, the Company had
outstanding and entitled to vote 26,798,219 shares of Common Stock with a par
value of $.01 per share. Each outstanding share entitles the record holder to
one vote.
ELECTION OF DIRECTORS
Pursuant to the Articles of Organization of the Company, the Board of
Directors is divided into three classes, with each class being as nearly equal
in number as possible. One class is elected each year for a term of three
years. Sir Stuart Burgess and Jerry E. Robertson are currently serving in the
class of directors whose terms expire at this Annual Meeting. It is proposed
that Sir Stuart and Mr. Robertson be elected to serve terms of three years, and
in each case until their successors shall be duly elected and qualified or
until their death, resignation or removal. The persons named in the
accompanying proxy will vote, unless authority is withheld, for the election of
the nominees named below. If any such nominees should become unavailable for
election, which is not anticipated, the persons named in the accompanying proxy
will vote for such substitutes as management may recommend. Should management
not recommend a substitute for any nominee, the proxy will be voted for the
election of the remaining nominees. The nominees are not related to each other
or to any executive officer of the Company or its subsidiaries.
Year First
Elected a Position with the Company or Principal
Name Age Director Occupation During the Past Five Years
---- --- ---------- --------------------------------------------
Nominated for a term ending in 2000:
Sir Stuart Burgess................... 68 1992 Chairman of Anglia & Oxford Region of the
U.K. National Health Service and Chairman of
Finsbury Worldwide Pharmaceutical Trust PLC,
an investment trust specializing in the
pharmaceutical industry. From 1993 to 1997,
Director of Anagen PLC and from 1990 to
1996, Director Immuno UK Ltd. From 1979 to
1989, Chief Executive Officer, and from 1973
to 1989 director of Amersham International
plc, a world leader in nuclear medicine.
Jerry E. Robertson, Ph.D............. 64 1993 Retired. From 1984 to 1994, Executive Vice
President, 3M Life Sciences Sector and
Corporate Services. Minnesota Mining and
Manufacturing (3M) is a worldwide producer
of a diverse variety of industrial and
consumer products. Director of Choice Hotels
International, Project HOPE, Allianz of
North America, Manor Care, Inc., Cardinal
Health, Inc., Coherent Inc., Steris Corp.,
and Medwave Inc.
Serving a term ending in 1999:
John F. White........................ 53 1985 Chairman, President and Chief Executive
Officer of the Company since 1985.
Previously, President of the Company's
predecessor.
James L. Peterson.................... 54 1985 Since May 1994, President, International
Operations, and Vice Chairman of the Board
of Directors of the Company. From 1988 to
1994, Executive Vice President of the
Company. Previously, Vice President, with
responsibility for all international
activities of the Company and its
predecessor. Director of Tillotson
Healthcare, Inc.
Serving a term ending in 1998:
John R. Barr......................... 40 1996 Since October, 1995 President, North
American Operations of the Company. From
May, 1994 to October, 1995 Executive Vice
President of the Company. From April, 1992
to May, 1994 Senior Vice President,
Operations of the Company. From September,
1991 to April, 1992, Vice President,
Operations of the Company and from June,
1990 to February, 1991, Director of Customer
Service of the Company. Previously, Vice
President of the Systems Division of Baxter
International, Inc.
Yutaka Sakurada...................... 64 1991 Since April, 1995, Senior Vice President of
the Company and President of Haemonetics
Japan. From October, 1991, Vice President of
the Company and President of Haemonetics
Japan. Previously, from 1989 to 1991,
Managing Director, Kuraray Plastics Co.,
Ltd., a diversified synthetic fiber
manufacturer and a distributor of the
Company's products. From 1988 to 1996, Vice
Chairman, Japanese society for biomaterials.
Donna C.E. Williamson................ 44 1993 Since 1996, independent consultant. From
1993 to 1996 Corporate Senior Vice President
of Caremark International, Inc., a leading
provider of diversified health care services
throughout the United States and in other
countries. Previously, Corporate Vice
President at Caremark International since
1992 and Corporate Vice President at Baxter
International from 1983 to 1992 responsible
for strategy and business development and
health cost management businesses. Director
of A.G. Edwards, Inc.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
AND DIRECTOR COMPENSATION
During the last fiscal year, there were four meetings of the Board of
Directors of the Company. All of the Directors attended at least 75% of the
aggregate of (i) the total number of meetings of the Board of Directors and
(ii) the total number of meetings held by Committees of the Board of Directors
on which they served. The Board of Directors does not have a Nominating
Committee. The Directors of the Company who are not employees of the Company
receive an annual fee of $20,000. In addition to this fee, each outside
director was granted, during the last fiscal year, an option to purchase up to
6,000 shares of Common Stock of the Company.
The Board of Directors has a Compensation Committee composed of the
independent directors who are not employees of the Company. The members of the
Compensation Committee during the last fiscal year were Sir Stuart Burgess,
Jerry E. Robertson and Donna C.E. Williamson. The Compensation Committee
determines the compensation to be paid to the key officers of the Company and
administers the Company's 1990 Stock Option Plan and its 1992 Long-term
Incentive Plan. The Committee met four times during the past fiscal year and on
other occasions took action by written consent.
The Board of Directors also has an Audit Committee, presently comprised
of Sir Stuart Burgess, Jerry E. Robertson and Donna C.E. Williamson, which
reviews with the Company's independent auditors the scope of the audit for the
year, the results of the audit when completed and the independent auditor's fee
for services performed. The Audit Committee also recommends independent
auditors to the Board of Directors and reviews with management various matters
related to its internal accounting controls. During the last fiscal year, there
were four meetings of the Audit Committee.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 29, 1997, certain information
with respect to beneficial ownership of the Company's Common Stock by: (i) each
person known by the Company to own beneficially more than five percent of the
Company's Common Stock; (ii) each of the Company's directors and each of the
executive officers named in the Summary Compensation Table elsewhere in this
Proxy Statement; and (iii) all directors and executive officers as a group.
Title Amount & Nature Percent
Name of Beneficial Owner of Class Beneficial Ownership Of Class
------------------------ ------------ -------------------- ---------
John F. White(l)................................ Common Stock 1,693,718 6.33%
James L. Peterson(2)............................ Common Stock 1,405,997 5.25%
John R. Barr(3)................................. Common Stock 153,596 .57%
Michael P. Mathews(4)........................... Common Stock 100,625 .38%
Brigid A. Makes(5).............................. Common Stock 31,084 .12%
Yutaka Sakurada(6).............................. Common Stock 95,501 .36%
Sir Stuart Burgess(7)........................... Common Stock 19,000 .07%
Jerry E. Robertson(8)........................... Common Stock 35,000 .13%
Donna C.E. Williamson(9)........................ Common Stock 10,300 .04%
Wellington Management(10)....................... Common Stock 3,810,360 14.24%
State of Wisconsin Investment Board(11)......... Common Stock 2,618,900 9.79%
Fidelity(12).................................... Common Stock 1,490,000 5.57%
All executive officers and directors as a group
(9 persons)(13)................................ Common Stock 3,544,821 13.25%
- - --------------------
Does not include 10,877 shares held by the White Foundation and 6,937
shares held by the White Family Trusts. Mr. White disclaims beneficial
ownership of such shares. Includes 134,647 shares which Mr. White has the
right to acquire upon exercise of options currently exercisable or
exercisable within 60 days of March 29, 1997.
Does not include 48,150 shares held in trust for the benefit of Mr.
Peterson's children, 8,300 shares held by the Peterson Foundation and
21,000 shares held in trust for the benefit of Mr. Peterson's parents.
Mr. Peterson disclaims beneficial ownership of such shares. Includes
134,647 shares which Mr. Peterson has the right to acquire upon exercise
of options currently exercisable or exercisable within 60 days of March
29, 1997.
Includes 131,703 shares which Mr. Barr has the right to acquire upon the
exercise of options currently exercisable or exercisable within 60 days
of March 29, 1997.
Includes 52,932 shares which Mr. Mathews has the right to acquire upon
the exercise of options currently exercisable or exercisable within 60
days of March 29, 1997.
Includes 28,097 shares which Ms. Makes has the right to acquire upon the
exercise of options currently exercisable or exercisable within 60 days
of March 29, 1997.
Includes 94,525 shares which Mr. Sakurada has the right to acquire upon
the exercise of options currently exercisable or exercisable within 60
days of March 29, 1997.
Includes 17,000 shares which Sir Stuart has the right to acquire upon the
exercise of options currently exercisable or exercisable within 60 days
of March 29, 1997.
Includes 15,000 shares which Mr. Robertson has the right to acquire upon
the exercise of options currently exercisable or exercisable within 60
days of March 29, 1997.
Includes 9,000 shares which Ms. Williamson has the right to acquire upon
the exercise of options currently exercisable or exercisable within 60
days of March 29, 1997.
This information has been derived from a Schedule 13G filed with the
Securities and Exchange Commission as of February 13, 1997. The reporting
entity's address is 75 State Street, Boston, MA 02109.
This information has been derived from a Schedule 13G filed with the
Securities and Exchange Commission as of February 3, 1997. The reporting
entity's address is 121 East Wilson Street Madison, WI 53707.
This information has been derived from a Schedule 13G filed with the
Securities and Exchange Commission as of February 11,1997. The reporting
entity's address is 82 Devonshire Street, Boston, MA 02109.
Includes 617,551 shares which executive officers and directors have the
right to acquire upon the exercise of options currently exercisable or
exercisable within 60 days of March 29, 1997.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE
ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 (the "Act") requires
the Company's directors and executive officers and persons who own more than
10% of the Company's Common Stock to file with the Securities and Exchange
Commission and the New York Stock Exchange reports concerning their ownership
of the Company's Common Stock and changes in such ownership. Copies of such
reports are required to be furnished to the Company. To the Company's
knowledge, based solely on a review of copies of such reports furnished to the
Company during or with respect to the Company's most recent fiscal year, all
Section 16(a) filing requirements applicable to persons who were, during the
most recent fiscal year, officers or directors of the Company or greater than
10% beneficial owners of its Common Stock were complied with.
COMPENSATION AND STOCK OPTION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Company's executive compensation program is intended to attract and
retain talented executives and to motivate them to achieve the Company's
business goals. The program utilizes a combination of salary, stock options and
cash bonuses awarded based on the achievement of corporate performance
objectives. The compensation received by its executive officers is thereby
linked to the Company's performance. Within this overall policy, compensation
packages for individual executive officers are intended to reflect the
responsibilities of their position and their past achievements with the
Company, as well as the Company's performance.
The Compensation Committee is comprised of independent directors who are
not employees of the Company. In its deliberations, the Committee takes into
account the recommendations of appropriate Company officials. The Compensation
Committee's determinations with respect to compensation for the fiscal year
ended March 29, 1997 were made early in the fiscal year.
In arriving at the base salaries paid to the Company's executive officers
for the year ended March 29, 1997, the Committee considered their individual
contributions to the performance of the Company and of their particular
business units during the fiscal year ended March 30, 1996, their levels of
responsibility, salary increases awarded in the past, the executive's
experience and potential, and the level of compensation necessary, in the
overall competitive environment, to retain talented individuals. All of these
factors were collectively taken into account by the Committee in making a
subjective assessment as to the appropriate base salary for each of the
Company's executive officers, and no particular weight was assigned to any one
factor. The Committee met in April 1997 regarding base salaries to be paid to
the Company's executive officers and to members of the Management Committee for
the 1998 fiscal year and determined that in light of the Company's performance
during the fiscal year ended March 29, 1997, base salaries would not be
increased in the current, 1998 fiscal year.
The Company has a bonus program which is tied to the achievement by the
Company of predetermined goals relating to revenue and net earnings after
taxes. Under the program, increases in revenue or net earnings after taxes
beyond the required thresholds would result in payment of bonuses. Bonuses are
determined after the close of the fiscal year. No bonuses were awarded to
executive officers for the year ended March 29, 1997 because the predetermined
goals were not achieved.
The Company's stock option program is intended to provide additional
incentive to build shareholder value, to reward long-term corporate performance
and to promote employee loyalty through stock ownership. Information with
respect to stock options held by executive officers (including options granted
during the year ended March 29, 1997) is included in the tables following this
report. In determining the number of options granted to executive officers
during the last fiscal year, the Committee made a subjective assessment of the
past and potential contributions of particular executive officers to the
financial and operational performance of the business unit directed by the
executive, and of such officer's potential for advancement. The Committee, in
arriving at the number of options to be granted to particular executive
officers, was aware of whether or not such officers had been granted options in
the past. The vesting of options granted is not dependent upon the achievement
of predetermined performance goals. Nevertheless, the amount realized by a
recipient from an option grant will depend on the future appreciation in the
price of the Company's Common Stock.
In 1993 the Internal Revenue Code was amended to limit the deduction a
public company is permitted for compensation paid in 1994 and thereafter to the
chief executive officer and to the four most highly compensated executive
officers, other than the chief executive officer. Generally, amounts paid in
excess of $1 million to a covered executive, other than performance-based
compensation, cannot be deducted. In order to qualify as performance-based
compensation under the new tax law, certain requirements must be met, including
approval of the performance measures by the stockholders. In its deliberations,
the Committee considers ways to maximize deductibility of executive
compensation, but nonetheless retains the discretion to compensate executive
officers at levels the Committee considers commensurate with their
responsibilities and achievements.
Compensation of John F. White, Chairman, President and Chief Executive Officer
In May 1996, the Committee established the compensation of John F. White,
the President, Chief Executive Officer and Chairman of the Board of Directors
of the Company for the fiscal year ended March 29, 1997 using the same criteria
that were used to determine the compensation of other executive officers as
described above. Mr. White's salary was increased approximately 6.4% in general
recognition of his individual contribution to the performance of the Company
during the fiscal year ended March 30, 1996 and his level of responsibility. In
light of the Company's performance for the fiscal year ended March 29, 1997,
the Committee, at its April 1997 meeting, decided no salary increase would be
given to Mr. White during the current, 1998 fiscal year. During the year ended
March 29, 1997, the Committee granted Mr. White options for the purchase of
35,000 shares of the Company's Common Stock at an exercise price of $18.00 per
share. The options are exercisable commencing one year from the date of grant
and vest at the rate of 25% per year over the four years following the grant.
The options expire on April 22, 2006. In determining the number of shares
subject to the options granted to Mr. White during the fiscal year ended March
29, 1997, the Committee considered his past and potential contributions to the
Company's performance, the options previously granted to him, as well as the
potential appreciation in the market price of the Company's Common Stock over
the term of the options. The Committee views the determination as to the size
of stock option grants to executive officers, including Mr. White, to be an
exercise of subjective judgment by the Committee. In exercising such judgment,
the Committee took into account the factors mentioned above, but did not assign
relative weights to any of such factors.
COMPENSATION COMMITTEE
Sir Stuart Burgess
Jerry E. Robertson
Donna C.E. Williamson
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
During the fiscal year ended March 29, 1997 the members of the
Compensation Committee were Sir Stuart Burgess, Jerry E. Robertson and Donna
C.E. Williamson. No member of the Compensation Committee was an officer or
employee of the Company or any of its subsidiaries during fiscal 1997.
EXECUTIVE COMPENSATION
The following table sets forth all compensation awarded to, or earned by
or paid to the Company's Chief Executive Officer and each of the Company's
executive officers (other than the Chief Executive Officer) whose total annual
salary and bonus exceeded $100,000 for all services rendered as executive
officers to the Company and its subsidiaries for the Company's fiscal years
ended March 29, 1997, March 30, 1996 and April 1, 1995.
Summary Compensation Table
Long-Term
Compensation
Annual Compensation Awards
-------------------------------------------- ------------
Other
Annual Stock All Other
Name and Principal Position Year Salary(l) Bonus(l) Compensation Options Compensation(2)
--------------------------- ---- ----------- -------- ----------------- ------------ ---------------
John F. White................. 1997 $397,404 -- $ 20,938(3) 35,000 --
Chairman, President & CEO 1996 $373,558 -- $ 27,244(3) 15,000 $1,800
1995 $358,558 -- $ 22,863(3) 25,113 --
James L. Peterson............. 1997 $420,120(4) -- $ 74,721(3)(4)(5) 35,000 --
President, International 1996 $445,203(4) -- $104,398(3)(4)(5) 15,000 --
Operations 1995 $374,876(4) -- $129,617(3)(4)(5) 25,113 --
John R. Barr.................. 1997 $334,029 -- $ 24,788(3) 30,000 $1,000
President, North American 1996 $297,596 -- $ 27,993(3) 50,000 $2,800
Operations 1995 $256,635 -- $ 9,691(3) 41,854 $1,000
Michael P. Mathews............ 1997 $219,033 -- $182,019(3)(5) 25,350 $1,000
Executive Vice President
Quality Assurance
Brigid A. Makes............... 1997 $177,923 -- $ 8,534(3) 14,500 $1,000
Vice President of Finance 1996 $145,968 $24,000 $ 9,481(3) 11,500 $2,800
- - --------------------
Salary and bonus amounts are presented in the year earned. The payment of
such amounts may have occurred in other years.
No contribution was made by the Company with respect to the Savings
Plus Plan in 1997. Includes $1,800 paid by the Company with respect to
the Savings Plus Plan in 1996 for Mr. White, Mr. Barr and Ms. Makes.
Also includes contributions by the Company under its 401(k) plan in the
amount of $1,000 for Mr. Barr in 1997, 1996 and 1995 and in the amount
of $1,000 in 1997 and 1996 for Ms. Makes and $1,000 in 1997 for Mr. Mathews.
Includes the following amounts paid by the Company with respect to
vacation hours: (i) accrued in 1997 but not used: for Mr. White $3,096,
Mr. Barr $11,099, and Mr. Mathews $13,383, (ii) accrued in 1996 but not
used: for Mr. White $9,402, Mr. Barr $12,147 and Ms. Makes $2,958, and
(iii) accrued in 1995 but not used: for Mr. White $5,021. Additionally,
includes the following amounts paid by the Company with respect to
company-owned vehicles or auto allowances: (i) in 1997: for Mr.
White $15,250, Mr. Peterson $20,209, Mr. Barr $10,507, and Ms. Makes
$7,887, (ii) in 1996: for Mr. White $15,520, Mr. Peterson $22,241,
Mr. Barr $10,713 and Ms. Makes $6,000, and (iii) in 1995: Mr. White
$15,520, Mr. Peterson $19,447, and Mr. Barr $6,306.
All amounts are translated into U.S. dollars at the average rate of
exchange during that year.
Includes the following amounts for additional payments relating to
overseas assignment; for 1997, Mr. Peterson $54,512 and Mr. Mathews
$164,788, for 1996, Mr. Peterson $56,431, for 1995, Mr. Peterson $67,588.
Option Grants in Fiscal Year Ended March 29, 1997
The following table provides information on option grants to the
executive officers of the Company listed in the Summary Compensation Table
above during the fiscal year ended March 29, 1997. Pursuant to applicable
regulations of the Securities and Exchange Commission, the table also sets
forth the hypothetical value which might be realized with respect to such
options based on assumed rates of stock appreciation of 5% and 10% compounded
annually from the date of grant to the end of the option term.
Individual Grants
------------------------------------------------------ Potential Realizable
Percentage of Value at Assumed
Number of Total Options Annual Rates of Stock
Securities Granted to Exercise Price Appreciation
Underlying Employees or Base for Option Term(2)
Options in the Fiscal Price Expiration ----------------------
Granted(1) Year 1997 Per Share Date 5% 10%
---------- ------------- --------- ---------- -------- ----------
John F. White 35,000 6.17 $18.000 4/22/06 $396,204 $1,004,058
James L. Peterson 35,000 6.17 $18.000 4/22/06 $396,204 $1,004,058
John R. Barr 30,000 5.29 $18.000 4/22/06 $339,603 $ 860,621
Michael P. Mathews 25,350 4.47 $18.000 4/22/06 $286,965 $ 727,225
Brigid A. Makes 14,500 2.56 $18.000 4/22/06 $164,141 $ 415,967
- - --------------------
Options are exercisable upon completion of one full year of employment
following the grant date (except in the case of death or retirement) and
vest at the rate of 25% per year over the four years following the grant.
These values are based on assumed rates of appreciation only. Actual
gains, if any, on shares acquired on option exercises are dependent on the
future performance of the Company's Common Stock. There can be no
assurance that the values reflected in this table will be achieved. On
May 22, 1997 the closing price of the Company's Common Stock on the
New York Stock Exchange was $16 7/8.
Aggregated Option Exercises in Fiscal Year
Ended March 29, 1997 and Option Values at March 29, 1997
The following table provides information on the value of unexercised
options held by the executive officers listed in the Summary Compensation Table
above at March 29, 1997.
Number of Unexercised Value of Unexercised
Shares Options at March 29, 1997 Options at March 29, 1997(1)
Acquired Value ---------------------------- ----------------------------
on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
----------- -------- ----------- ------------- ----------- -------------
John F. White 0 $ 0 110,665 67,761 $22,329 $ 38,736
James L. Peterson 0 $ 0 110,665 67,761 $22,329 $ 38,736
John R. Barr 7,100 $ 90,135 98,348 97,569 $50,886 $105,575
Michael P. Mathews 40,500 $443,273 36,302 52,121 $20,169 $ 44,167
Brigid A. Makes 0 $ 0 18,689 28,941 $10,580 $ 23,160
- - --------------------
Value of unexercised stock options represents difference between the
exercise prices of the stock options and the closing price of the
Company's Common Stock on the New York Stock Exchange on March 27, 1997.
COMPARATIVE PERFORMANCE GRAPH
The following graph compares the cumulative total return for the five
year period commencing March 31, 1992 through March 29, 1997 among the Company,
the S&P 500 Index and the S&P Medical Products and Supplies Index. The graph
assumes one hundred dollars invested on March 31, 1992 in the Company's Common
Stock, the S&P 500 index and the S&P Medical Products and Supplies Index and
also assumes reinvestment of dividends.
3/31/92 3/31/93 3/31/94 3/31/95 3/31/96 3/31/97
------- ------- ------- ------- ------- -------
Haemonetics Corporation $100 189 157 114 131 140
S&P 500 $100 115 117 135 179 214
S&P Medical Products & Supplies $100 88 74 108 160 176
APPROVAL OF AMENDMENT OF THE 1992 LONG-TERM INCENTIVE PLAN
There will be presented at the meeting a proposal to approve an amendment
of the Haemonetics Corporation 1992 Long-Term Incentive Plan (the "Plan"),
which was originally adopted by the Board of Directors on August 20, 1992 and
approved by the stockholders on July 23, 1993. The amendment provides that the
maximum number of shares of the Company's Common Stock with respect to which an
option or award may be granted under the Plan to any employee in any one
taxable year of the Company shall not exceed 250,000 shares (in the aggregate
for all such options or awards taken together), taking into account shares
subject to options and awards granted and terminated, or repriced, during such
taxable year. The amendment is intended to comply with Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"), which requires, among
other things, that the Plan contain a per employee per year limitation on the
number of options or awards which can be granted in order that any compensation
element associated with the option or award not be counted when determining the
$1 million per year limitation on the tax deductibility of compensation to
certain employees under such section of the Code.
The Board of Directors adopted the amendment on April 18, 1997, subject
to stockholder approval thereof. The Board of Directors recommends that the
stockholders approve such amendment. The affirmative vote of the holders of at
least a majority of the Common Stock of the Company voting in person or by
proxy at the meeting will be required for the approval of the amendment.
Set forth below is a summary of the principal provisions of the Plan, a
copy of which may be obtained from the Clerk of the Company upon request.
Purpose. The Plan is intended to promote the interests of the Company and
its stockholders by strengthening the Company's ability to attract and retain
competent employees and to encourage ownership of the Company's stock by
employees, consultants and advisers of the Company and its subsidiaries upon
whose efforts and initiative the growth and success of the Company depends. The
Plan permits the grant of stock options, which may be either incentive stock
options meeting the requirements of Section 422 of the Code or nonqualified
options which are not intended to meet the requirements of the Code, and stock
awards. Shares issued under the Plan may be authorized but unissued shares of
Common Stock or shares of Common Stock held in the treasury.
Number of Shares. The maximum number of shares of the Company's Common
Stock subject to the Plan was 2,853,464 shares of Common Stock on March 29,
1997, and of that number 104,055 shares of Common Stock had previously been
issued under the Plan, 1,921,031 shares were subject to outstanding options and
828,378 shares were available for grants of stock options and stock awards in
the future. In addition, the Plan provides that for each fiscal year of the
Company thereafter, the number of shares of Common Stock available for grants
of stock options and stock awards thereunder shall be increased cumulatively by
2% of the total number of issued and outstanding shares of the Company's Common
Stock (including shares held in the treasury) as of the first day of each such
fiscal year. Nevertheless, grants of incentive stock options under the Plan are
limited to a maximum cumulative amount of 1,710,000 shares, of which no shares
have been previously granted. The maximum number of shares available for grants
is subject to adjustment for capital changes.
Awards granted under the Plan reduce the number of shares of Common Stock
available for grant under the Plan by two shares for every share which is the
subject of an award. To the extent that any option or stock award lapses,
terminates, expires, or otherwise is canceled without the issuance of shares of
Common Stock or any stock award is settled in cash, the shares of Common Stock
covered by such grants are again available for the granting of stock options or
stock awards. If any such stock option is exercised through the full or partial
payment of shares of Common Stock owned by the optionee, shares equal in number
to those tendered by the optionee are added to the maximum number of shares
available for future grants under the Plan. The payment of stock dividends and
dividend equivalents settled in Common Stock in connection with outstanding
awards is not counted against the shares available for issuance under the Plan.
It is not possible to state the employees who will receive stock options
or awards under the Plan in the future, nor the amount of options or awards
which will be granted thereunder. Reference is made to the section entitled
"Executive Compensation" in this Proxy Statement for information concerning
options granted to and exercised by the named executive officers during the
most recent fiscal year and options outstanding at March 29, 1997.
Administration. The Plan is administered by a committee (the "Committee")
consisting of two or more members of the Company's Board of Directors. The
present members of the Committee are Sir Stuart Burgess, Jerry E. Robertson and
Donna C.E. Williamson.
Termination and Amendment. Unless sooner terminated, the Plan shall
terminate 10 years from August 20, 1992, the date upon which it was originally
adopted by the Board of Directors. The Board of Directors may at any time
terminate the Plan or make such modification or amendment as it deems
advisable; provided however that the Board of Directors may not, without
stockholder approval, increase the maximum number of shares for which options
or awards may be granted under the Plan or change the designation of the class
of persons eligible to receive options or awards or make any other change in
the Plan which requires stockholder approval under applicable law or
regulations. The Committee may terminate, amend or modify any outstanding
option or award without the consent of the option or award holder, provided
however that, without the consent of the optionee, the Committee shall not
change the number of shares subject to an option, nor the exercise price
thereof, nor extend the term of such option.
Eligibility to Participate. The Plan provides that options designated as
incentive stock options may be granted only to officers and employees of the
Company or any subsidiary. Options designated as nonqualified options may be
granted to officers, employees, consultants and advisors of the Company or any
of its subsidiaries (except for directors who are not otherwise employees of
the Company or a subsidiary). Stock awards under the Plan may be granted only
to employees of the Company and its subsidiaries. In determining a person's
eligibility to be granted an option or stock award, and the number of shares to
be optioned or awarded to any person, the Committee takes into account the
person's position and responsibilities, the nature and value to the Company or
its subsidiaries of such person's service and accomplishments, such person's
present and potential contribution to the success of the Company or its
subsidiaries, and such other factors as the Committee deems relevant.
Terms and Provisions of Options. Options granted under the Plan are
exercisable at such times and during such period as is set forth in the option
agreement, but no incentive stock option granted under the Plan can have a term
in excess of 10 years from the date of grant. The option agreement may contain
such provisions and conditions (including pre-established performance
objectives) as may be determined by the Committee. The option exercise price
for incentive stock options granted under the Plan must be equal to the fair
market value of the Company's Common Stock at the time the option is granted.
The option exercise price for non-qualified options granted under the Plan is
determined by the Committee, but in no event shall such option price be less
than 50% of the fair market value of the Common Stock at the time the option is
granted, as determined by the Committee. Options granted under the Plan may
provide for the payment of the exercise price by delivery of cash or shares of
Common Stock of the Company owned by the optionee having a fair market value
equal in amount to the exercise price of the options being exercised, or any
combination thereof, provided however that payment of the exercise price by
delivery of shares of Common Stock of the Company owned by the optionee may be
made only under such circumstances and on such terms as may from time to time
be established by the Committee.
Stock awards made under the Plan may be made in either stock or
denominated in stock subject to final settlement in cash or stock. Each stock
award granted shall be subject to such terms and conditions as the Committee in
its sole discretion shall determine and establish. These may include, but are
not limited to, requiring forfeiture of the stock award because of termination
of employment or failure to achieve specific objectives such as measures of
individual, business unit or Company performance, including stock price
appreciation. The Committee may provide that a stock award earn dividends or
dividend equivalents, which may be paid currently or may be deferred in
payment, including reinvestment in additional shares covered by the applicable
stock award, all on such terms and conditions as the Committee shall deem
appropriate. The recipient of a stock award must execute an award agreement in
such form as the Committee determines. The award agreement may require that for
any or some of the shares issued, the awardee must pay a minimum consideration,
whether in cash, property or services, as may be required by applicable law or
the Committee. A stock award may be granted singly or in combination or in
tandem with another stock award or stock option. A stock award may also be
granted as the payment form in settlement of a grant or right under any other
employee benefit or compensation plan, including the plan of an acquired
entity.
The right of any optionee to exercise an option granted under the Plan is
not assignable or transferable by such optionee otherwise by will or the laws
of descent and distribution or (solely with respect to non-qualified stock
options) pursuant to a qualified domestic relations order as defined by the
Code or Title I of the Employee Retirement Income Security Act, or the rules
thereunder, and any such option shall be exercisable during the lifetime of
such optionee only by him or her. No award granted to any person under the Plan
is assignable or transferable otherwise than by will or the laws of descent and
distribution.
Recapitalizations, Reorganizations, Change and Control. The Plan provides
that the number and kind of shares as to which options, performance awards and
other stock awards may be granted thereunder and as to which outstanding
options or awards or portions thereof then unexercised shall be exercisable
shall be adjusted to prevent dilution in the event of any reorganization,
merger, consolidation, recapitalization, reclassification, stock split-up,
combination of shares or dividends payable in capital stock. In addition,
unless otherwise determined by the Committee in its sole discretion, in the
case of any sale or conveyance to another entity of all or substantially all of
the property and assets of the Company or a Change in Control as defined in the
Plan, the purchaser of the Company's assets or stock may deliver to the
optionee the same kind of consideration that is delivered to the shareholders
of the Company as a result of such sale, conveyance or Change in Control or the
Committee may cancel all outstanding options in exchange for consideration in
cash or in kind, which consideration shall be equal in value to the value of
those shares of stock or other securities the optionee would have received had
the option been exercised (to the extent then exercisable) and no disposition
of the shares acquired upon such exercise has been made prior to such sale,
conveyance or Change in Control, less the option price therefor.
The Committee shall also have the power to accelerate the exercisability
of any options, notwithstanding any limitations in the Plan or in the option
agreement, upon such a sale, conveyance or Change in Control. To the extent
permitted by law, upon such a sale, conveyance or Change in Control the
Committee may, in its sole discretion, amend any award agreement issued under
the Plan in such manner as it deems appropriate, including without limitation,
by amendments that advance the dates upon which any or all outstanding awards
shall become free of restrictions or shall become issued or payable, or that
advance the dates upon which any or all outstanding awards shall terminate.
Change of Control is defined in the Plan as having occurred if any person, or
any two or more persons acting as a group, and all affiliates of such person or
persons, who prior to such time owned less than 35% of the then outstanding
Common Stock of the Company, shall acquire such additional shares of the
Company's Common Stock in one or more transactions or series of transactions
such that following such transaction or transactions, such person or group and
affiliates beneficially own 35% or more of the Company's Common Stock
outstanding.
Upon dissolution or liquidation of the Company, all options granted under
the Plan shall terminate, but each optionee shall have the right, immediately
prior to such dissolution or liquidation, to exercise his or her option to the
extent then exercisable. The Committee shall have the right to accelerate the
vesting of any award or take such other action with respect thereto as the
Committee shall in its sole discretion determine in the event of any
contemplated dissolution or liquidation of the Company.
In the case of a corporate merger, consolidation, acquisition of property
or stock, separation, reorganization, liquidation or other similar transaction,
to which Section 424(a) of the Code applies, the Committee may grant an option
or options upon such terms and conditions as it may deem appropriate for the
purpose of assumption of the outstanding options, or substitution of new
options for the outstanding option, in conformity with the provisions of such
Section 424(a) of the Code and the Regulations thereunder, and any such action
shall not reduce the number of shares otherwise available for issuance under
the Plan. Similarly, the Committee may make similar adjustments or
substitutions for outstanding awards.
The high and low sale prices of the Company's Common Stock on the New
York Stock Exchange on May 22, 1997 were $17 1/8 and $16 7/8, respectively.
Tax Effects of Plan Participation
Options granted under the Plan are intended to be either incentive stock
options, as defined in Section 422 of the Code or nonqualified options.
Incentive Stock Options. Except as provided below with respect to the
alternative minimum tax, the optionee will not recognize taxable income upon
the grant or exercise of an incentive stock option. If the optionee holds the
shares received pursuant to the exercise of the option for at least one year
after the date of transfer of the stock and for at least two years after the
date the option is granted, the optionee will recognize long-term capital gain
or loss upon the disposition of the stock measured by the difference between
the option exercise price (the stock's basis) and the amount received for such
shares upon disposition.
In the event that the optionee disposes of the stock prior to the
expiration of the required holding periods (a "disqualifying disposition"), the
optionee generally will realize ordinary income equal to the difference between
the exercise price and the lower of the fair market value of the stock at the
date of the option exercise or the sale price of the stock. The basis in the
stock acquired upon exercise of the option will equal the amount of income
recognized by the optionee plus the option exercise price. Upon eventual
disposition of the stock, the optionee will recognize long-term or short-term
capital gain or loss, depending on the holding period of the stock and the
difference between the amount realized by the optionee upon disposition of the
stock and the optionee's basis in the stock.
For alternative minimum tax purposes, generally, the excess of the fair
market value of stock on the date of the exercise of the incentive stock option
over the exercise price of the option is included in alternative minimum
taxable income. If the alternative minimum tax applies to the optionee, an
alternative minimum tax credit may reduce the regular tax upon eventual
disposition of the stock.
The Company will not be allowed an income tax deduction upon the grant or
exercise of an incentive stock option. Upon a disqualifying disposition by the
optionee of shares acquired upon exercise of the incentive stock option, the
Company will be allowed a deduction in an amount equal to the ordinary income
recognized by the optionee.
Under proposed regulations issued by the Internal Revenue Service, the
exercise of an option with previously acquired stock of the Company will be
treated as, in effect, two separate transactions. Pursuant to Section 1036 of
the Code, the first transaction will be a tax-free exchange of the previously
acquired shares for the same number of new shares. The new shares will retain
the basis and, except as provided below, the holding periods of the previously
acquired shares. The second transaction will be the issuance of additional new
shares having a value equal to the difference between the aggregate fair market
value of all the new shares being acquired and the aggregate option exercise
price for those shares. Because the exercise of an incentive stock option does
not result in the recognition by the optionee of income, this issuance also
will be tax-free (unless the alternative minimum tax applies, as described
above). The optionee's basis in these additional shares will be zero and the
optionee's holding period for these shares will commence on the date on which
the shares are transferred. For purposes of the one and two-year holding period
requirements which must be met for favorable incentive stock option tax
treatment to apply, the holding periods of previously acquired shares are
disregarded.
Nonqualified Stock Options. No income is recognized by the optionee on
the grant of a nonqualified stock option. On the exercise by an optionee of a
nonqualified option, generally the excess of the fair market value of the stock
when the option is exercised over its cost to the optionee will be (a) taxable
to the optionee as ordinary income and (b) generally deductible for income tax
purposes by the Company. The optionee's tax basis in the stock will equal the
optionee's cost for the stock plus the amount of ordinary income the optionee
had to recognize with respect to the nonqualified stock option.
The Internal Revenue Service will treat the exercise of a nonqualified
stock option with already owned stock of the Company as two transactions.
First, there will be a tax-free exchange of the old shares for a like number of
shares under Section 1036 of the Code, with such exchanged shares retaining the
basis and holding periods of the old shares. Second, there will be an issuance
of additional new shares having a value equal to the difference between the
fair market value of all the new shares being acquired (including the exchanged
shares and the additional new shares) and the aggregate option price for those
shares. The employee will recognize ordinary income under Section 83 of the
Code, in an amount equal to the fair market value of the additional new shares
(i.e., the spread on the option). The additional new shares will have a basis
equal to the fair market value of the additional new shares.
Upon a subsequent disposition of stock acquired upon the exercise of a
nonqualified stock option, the optionee will recognize short-term or long-term
capital gain or loss, depending upon the holding period of the stock, equal to
the difference between the amount realized upon disposition of the stock by the
optionee and the optionee's basis in the stock.
For all options, different tax rules may apply if the optionee is subject
to Section 16 of the Securities Exchange Act of 1934.
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors recommends that the stockholders ratify the
selection of Arthur Andersen LLP as independent public accountants to examine
the consolidated financial statements of the Company and its subsidiaries for
the fiscal year ending March 28, 1998. A representative of Arthur Andersen, LLP
is expected to be present at the meeting to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Any proposal submitted for inclusion in the Company's Proxy Statement and
form of proxy relating to the 1998 Annual Meeting of Stockholders must be
received at the Company's principal executive offices in Braintree,
Massachusetts on or before February 6, 1998.
OTHER MATTERS
Management knows of no matters which may properly be and are likely to be
brought before the meeting other than the matters discussed herein. However, if
any other matters properly come before the meeting, the persons named in the
enclosed proxy will vote in accordance with their best judgment.
VOTING PROXIES
The Board of Directors recommends an affirmative vote on all proposals
specified. Proxies will be voted as specified. If signed proxies are returned
without specifying an affirmative or negative vote on any proposal, the shares
represented by such proxies will be voted in favor of the Board of Directors'
recommendations.
By Order of the Board of Directors
/s/ ALICIA R. LOPEZ
Braintree, Massachusetts Alicia R. Lopez
June 6, 1997 Clerk
[APPENDIX A]
HAEMONETICS CORPORATION
1992 Long-Term Incentive Plan
(As Amended April 18, 1997)
1. Purpose of the Plan.
--------------------
The purpose of the 1992 Long-Term Incentive Plan (the "Plan") of
Haemonetics Corporation (the "Company") is to promote the interests of the
Company and its stockholders by strengthening the Company's ability to
attract and retain competent employees and to encourage ownership of the
Company's stock by employees, consultants and advisors of the Company and
its subsidiaries upon whose efforts and initiative the growth and success of
the Company depends.
It is intended that the following may be granted under the Plan: (1)
stock options ("stock options" or "options"), which may be designated as
either incentive stock options meeting the requirements of Section 422 of
the Internal Revenue Code of 1986 (the "Code") or non-qualified options
which are not intended to meet the requirements of the Code; and (2) stock
awards ("stock awards" or "awards".)
2. Stock Subject to the Plan.
--------------------------
(a) The initial maximum number of shares ("shares") of common stock,
$.01 par value, of the Company ("Common Stock") available for stock options
and stock awards granted under the Plan through the end of the Company's
fiscal year ending in 1995 shall be 1,710,000 shares of Common Stock. In
addition, for each fiscal year of the Company thereafter, during which the
Plan is in effect, this number of shares of Common Stock available for
grants of stock options and stock awards shall be increased cumulatively by
2% of the total number of issued and outstanding shares of Common Stock
(including shares held in treasury) as of the first day of such fiscal year.
Notwithstanding the foregoing, the maximum cumulative number of shares of
Common Stock available for grants of incentive stock options under the Plan
shall be 1,710,000. The maximum number of shares of Common Stock available
for grants shall be subject to adjustment in accordance with Section 6
thereof. Shares issued under the Plan may be authorized but unissued shares
of Common Stock or shares of Common Stock held in treasury.
(b) Awards granted under this Plan shall reduce the number of shares
of Common Stock available for grant under the Plan by two shares for every
share which is the subject of such award. To the extent that any stock
option or stock award shall lapse, terminate, expire or otherwise be
cancelled without the issuance of shares of Common Stock or any stock award
is settled in cash, the shares of Common Stock covered by such grants shall
again be available for the granting of stock options or stock awards and the
reduction in the number of shares of Common Stock available for grant under
the Plan called for by the first sentence of this Subparagraph (b) shall be
reversed with respect to the stock award which has so lapsed, terminated,
expired or been cancelled. Further, if any stock option is exercised
through the full or partial payment of shares of Common Stock owned by the
optionee, shares equal in number to those tendered by the optionee shall be
added to the maximum number of shares available for future grants under this
Plan. The payment of stock dividends and dividend equivalents settled in
Common Stock in connection with outstanding awards shall not be counted
against the shares available for issuance under the Plan. The provisions of
this Section 2(b) shall apply only to the extent permitted under rules
promulgated by the Securities and Exchange Commission pursuant to Section 16
of the Securities Exchange Act of 1934 and in the event of any conflict with
such rules, the requirements imposed by the Securities and Exchange
Commission including those requirements which are a prerequisite for
exemptive relief under said Section 16 shall control.
(c) Common Stock issuable under the Plan may be subject to such
restrictions on transfer, repurchase rights or other restrictions as shall
be determined by the Committee.
(d) The maximum number of shares of the Company's Common Stock with
respect to which an option or award may be granted under the Plan to any
employee in any one taxable year of the Company shall not exceed 250,000
shares (in the aggregate for all such options or awards taken together),
taking into account shares subject to options and awards granted and
terminated, or repriced, during such taxable year.
3. Administration of the Plan.
---------------------------
The Plan shall be administered by a committee (the "Committee")
consisting of two or more members of the Company's Board of Directors, each
of whom is a disinterested person as defined from time to time in Rule 16b-3
promulgated under the Securities Exchange Act of 1934. The Board may from
time to time appoint a member or members of the Committee in substitution
for or in addition to the member or members then in office and may fill
vacancies on the Committee however caused. The Committee shall choose one
of its members as Chairman and shall hold meetings at such times and places
as it shall deem advisable. A majority of the members of the Committee
shall constitute a quorum and any action may be taken by a majority of those
present and voting at any meeting. Any action may also be taken without the
necessity of a meeting by a written instrument signed by a majority of the
Committee. The decision of the Committee as to all questions of
interpretation and application of the Plan shall be final, binding and
conclusive on all persons. The Committee shall have the authority to adopt,
amend and rescind such rules and regulations as, in its opinion, may be
advisable in the administration of the Plan. The Committee may correct any
defect or supply any omission or reconcile any inconsistency in the Plan or
in any option agreement or award granted hereunder in the manner and to the
extent it shall deem expedient to carry the Plan into effect and shall be
the sole and final judge of such expediency. No Committee member shall be
liable for any action or determination made in good faith.
4. Options.
--------
(a) Options granted pursuant to the Plan shall be authorized by
action of the Committee and may be designated as either incentive stock
options meeting the requirements of the Code or non-qualified options which
are not intended to meet the requirements of the Code, the designation to be
in the sole discretion of the Committee. Options designated as incentive
stock options that do not continue to meet the requirements of Section 422
of the Code shall be redesignated as non-qualified options automatically
without further action by the Committee on the date such failure to continue
to meet the requirements of Section 422 of the Code occurs.
(b) Options designated as incentive stock options may be granted
only to officers and employees of the Company or of any subsidiary
corporation (herein called "subsidiary" or "subsidiaries"), as defined in
Section 424 of the Code and the Treasury Regulations promulgated thereunder
(the "Regulations"). Options designated as non-qualified options may be
granted to officers, employees, consultants and advisors of the Company or
of any of its subsidiaries (except for directors who are not otherwise
employees of the Company or a subsidiary.) In determining a person's
eligibility to be granted an option, as well as in determining the number of
shares to be optioned to any person, the Committee shall take into account
the person's position and responsibilities, the nature and value to the
Company or its subsidiaries of such person's service and accomplishments,
such person's present and potential contribution to the success of the
Company or its subsidiaries, and such other factors as the Committee may
deem relevant.
(c) No option designated as an incentive stock option shall be
granted to any employee of the Company or any subsidiary if such employee
owns, immediately prior to the grant of an option, stock representing more
than 10% of the voting power or more than 10% of the value of all classes of
stock of the Company or a parent or a subsidiary, unless the purchase price
for the stock under such option shall be at least 110% of its fair market
value at the time such option is granted and the option, by its terms, shall
not be exercisable more than five years from the date it is granted. In
determining the stock ownership under this paragraph, the provisions of
Section 424(d) of the Code shall be controlling. In determining the fair
market value under this paragraph, the provisions of subparagraph (e) below
shall apply.
(d) Each option shall be evidenced by an option agreement (the
"Agreement") duly executed on behalf of the Company and by the optionee to
whom such option is granted, which Agreement shall comply with and be
subject to the terms and conditions of the Plan. The Agreement may contain
such other terms, provisions and conditions which are not inconsistent with
the Plan (including pre-established performance objectives) as may be
determined by the Committee, provided that options designated as incentive
stock options shall meet all of the conditions for incentive stock options
as defined in Section 422 of the Code. The date of grant of an option shall
be as determined by the Committee. More than one option may be granted to
an optionee.
(e) The Committee shall determine the option price or prices of
shares of the Company's Common Stock for options designated as non-qualified
stock options, but in no event shall the option price of a non-qualified
stock option be less than 50% of the fair market value of such Common Stock
at the time the option is granted, as determined by the Committee. The
option price or prices of shares of the Company's Common Stock for incentive
stock options shall be the fair market value of such Common Stock at the
time the option is granted as determined by the Committee in accordance with
the Regulations promulgated under Section 422 of the Code.
(f) Options granted under the Plan may provide for the payment of
the exercise price by delivery of (i) cash or a check payable to the order
of the Company in an amount equal to the exercise price of such options,
(ii) shares of Common Stock of the Company owned by the optionee having a
fair market value equal in amount to the exercise price of the options being
exercised, or (iii) any combination of (i) and (ii), provided, however, that
payment of the exercise price by delivery of shares of Common Stock of the
Company owned by such optionee may be made only under such circumstances and
on such terms as may from time to time be established by the Committee. The
fair market value of any shares of the Company's Common Stock which may be
delivered upon exercise of an option shall be determined by the Committee in
accordance with subparagraph (e) above.
(g) To the extent that the right to purchase shares under an option
has accrued and is in effect, options may be exercised in full at one time
or in part from time to time, by giving written notice, signed by the person
or persons exercising the option, to the Company, stating the number of
shares with respect to which the option is being exercised, accompanied by
payment in full for such shares as provided in subparagraph (f) above. Upon
such exercise, delivery of a certificate for paid-up non-assessable shares
shall be made, as promptly as practicable, at the principal office of the
Company to the person or persons exercising the option.
(h) Each option granted under the Plan shall, subject to Section 6
hereof, be exercisable at such time or times and during such period as shall
be set forth in the Agreement; provided, however, that no incentive option
granted under the Plan shall have a term in excess of ten (10) years from
the date of grant.
(i) The right of any optionee to exercise any option granted to him
or her shall not be assignable or transferable by such optionee otherwise
than by will or the laws of descent and distribution, or (solely with
respect to non-qualified stock options) pursuant to a qualified domestic
relations order as defined by the Code or Title I of the Employee Retirement
Income Security Act, or the rules thereunder, and any such option shall be
exercisable during the lifetime of such optionee only by him or her. Any
option granted under the Plan shall be null and void and without effect
upon any attempted assignment or transfer, except as herein provided,
including without limitation any purported assignment, whether voluntary or
by operation of law, pledge, hypothecation or other disposition, attachment,
trustee process or similar process, whether legal or equitable, upon such
option.
5. Stock Awards.
-------------
(a) The Committee may grant, subject to the limitation on the number
of shares of Common Stock available under Section 2 hereof, stock awards to
employees of the Company and its subsidiaries. A stock award may be made in
stock or denominated in stock subject to final settlement in cash or stock.
Each stock award granted shall be subject to such terms and conditions as
the Committee, in its sole discretion, shall determine and establish. These
may include, but are not limited to, requiring forfeiture of the stock award
because of termination of employment or failure to achieve specific
objectives such as measures of individual, business unit or Company
performance, including stock price appreciation. In determining a person's
eligibility to be granted an award, as well as in determining the number of
shares to be awarded to any person, the Committee shall take into account
the person's position and responsibilities, the nature and value to the
Company or its subsidiaries of such person's service and accomplishments,
such person's present and potential contribution to the success of the
Company or its subsidiaries, and such other factors as the Committee may
deem relevant.
(b) The Committee may provide that a stock award earn dividends or
dividend equivalents, which may be paid currently or may be deferred in
payment, including reinvestment in additional shares covered by the
applicable stock award, all on such terms and conditions as the Committee
shall deem appropriate.
(c) The Committee shall require that for any stock award to be
effective, the recipient of the award shall execute an Award Agreement at
such time and in such form as the Committee shall determine. Any Award
Agreement may require that for any or some of the shares issued, the awardee
must pay a minimum consideration, whether in cash, property or services, as
may be required by applicable law or the Committee, as the Committee shall
determine.
(d) A stock award may be granted singly or in combination or in
tandem with another stock award or stock option. A stock award may also be
granted as the payment form in settlement of a grant or right under any
other Company employee benefit or compensation plan, including the plan of
an acquired entity.
(e) Directors who are not otherwise employees of the Company or a
subsidiary shall not be eligible to receive stock awards pursuant to the
Plan.
(f) No award granted to any person under the Plan shall be
assignable or transferable otherwise than by will or the laws of descent and
distribution. Any award granted under the Plan shall be null and void and
without effect upon any attempted assignment or transfer, except as herein
provided, including without limitation any purported assignment, whether
voluntary or by operation of law, pledge, hypothecation or other
disposition, attachment, trustee process or similar process, whether legal
or equitable, upon such award.
6. Recapitalizations, Reorganizations and the Like.
------------------------------------------------
(a) In the event that the outstanding shares of the Common Stock of
the Company are changed into or exchanged for a different number or kind of
shares or other securities of the Company or of another corporation by
reason of any reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, combination of shares, or dividends
payable in capital stock, appropriate adjustment shall be made in the number
and kind of shares as to which options, performance awards or other stock
awards may be granted under the Plan and as to which outstanding options or
awards or portions thereof then unexercised shall be exercisable, to the end
that the proportionate interest of the optionee or award recipient shall be
maintained as before the occurrence of such event; such adjustment in
outstanding options shall be made without change in the total price
applicable to the unexercised portion of such options and with a
corresponding adjustment in the option price per share.
(b) In addition, unless otherwise determined by the Committee in its
sole discretion, in the case of any (i) sale or conveyance to another entity
of all or substantially all of the property and assets of the Company or
(ii) Change in Control (as hereinafter defined) of the Company, the
purchaser(s) of the Company's assets or stock may, in his, her or its
discretion, deliver to the optionee the same kind of consideration that is
delivered to the shareholders of the Company as a result of such sale,
conveyance or Change in Control, or the Committee may cancel all outstanding
options in exchange for consideration in cash or in kind which consideration
in both cases shall be equal in value to the value of those shares of stock
or other securities the optionee would have received had the option been
exercised (to the extent then exercisable) and no disposition of the shares
acquired upon such exercise been made prior to such sale, conveyance or
Change in Control, less the option price therefor. Upon receipt of such
consideration by the optionee, his or her option shall immediately terminate
and be of no further force and effect. The value of the stock or other
securities the optionee would have received if the option had been exercised
shall be determined in good faith by the Committee, and in the case of
shares of the Common Stock of the Company, in accordance with the provisions
of Section 4(e) hereof. The Committee shall also have the power and right
to accelerate the exercisability of any options, notwithstanding any
limitations in this Plan or in the Agreement upon such a sale, conveyance or
Change in Control. Upon such acceleration, any options or portion thereof
originally designated as incentive stock options that no longer qualify as
incentive stock options under Section 422 of the Code as a result of such
acceleration shall be redesignated as non-qualified stock options. To the
extent permitted by law, upon such a sale, conveyance or Change of Control
the Committee may, in its sole discretion, amend any Award Agreement issued
under the Plan in such manner as it deems appropriate, including without
limitation, by amendments that advance the dates upon which any or all
outstanding awards shall become free of restrictions or shall become issued
or payable, or that advance the dates upon which any or all outstanding
awards shall terminate. A "Change in Control" shall be deemed to have
occurred if any person, or any two or more persons acting as a group, and
all affiliates of such person or persons, who prior to such time owned less
than thirty five percent (35%) of the then outstanding Common Stock of the
Company, shall acquire such additional shares of the Company's Common Stock
in one or more transactions, or series of transactions, such that following
such transaction or transactions, such person or group and affiliates
beneficially own thirty five percent (35%) or more of the Company's Common
Stock outstanding.
(c) Upon dissolution or liquidation of the Company, all options
granted under this Plan shall terminate, but each optionee (if at such time
in the employ of or otherwise associated with the Company or any of its
subsidiaries) shall have the right, immediately prior to such dissolution or
liquidation, to exercise his or her option to the extent then exercisable.
The Committee shall have the right to accelerate the vesting of any award or
take such other action with respect thereto as the Committee shall in its
sole discretion determine in the event of any contemplated dissolution or
liquidation of the Company.
(d) In the case of a corporate merger, consolidation, acquisition of
property or stock, separation, reorganization, liquidation or other similar
transaction, to which Section 424(a) of the Code applies, then,
notwithstanding any other provision of the Plan, the Committee may grant an
option or options upon such terms and conditions as it may deem appropriate
for the purpose of assumption of the outstanding options, or substitution of
new options for the outstanding option, in conformity with the provisions of
such Section 424(a) of the Code and the Regulations thereunder, and any such
action shall not reduce the number of shares otherwise available for
issuance under the Plan. Similarly, the Committee may make similar
adjustments or substitutions for outstanding awards.
(e) No fraction of a share shall be purchasable or deliverable upon
the exercise of any option, but in the event any adjustment hereunder of the
number of shares covered by the option shall cause such number to include a
fraction of a share, such number shall be adjusted to the nearest smaller
whole number of shares.
7. No Special Employment Rights.
-----------------------------
Nothing contained in the Plan or in any option or award granted under
the Plan shall confer upon any option or award holder any right with respect
to the continuation of his or her employment by the Company (or any
subsidiary) or interfere in any way with the right of the Company (or any
subsidiary), subject to the terms of any separate employment agreement to
the contrary, at any time to terminate such employment or to increase or
decrease the compensation of the option or award holder from the rate in
existence at the time of the grant of an option. Whether an authorized
leave of absence, or absence in military or government service, shall
constitute termination of employment shall be determined by the Committee at
the time.
8. Withholding.
------------
The Company's obligation to deliver shares upon settlement of an award
or upon the exercise of any option granted under the Plan, or to make any
cash payment in connection with an award, shall be subject to the option or
award holder's satisfaction of all applicable Federal, state and local
governmental tax withholding requirements. Whenever cash is to be paid
pursuant to an award under the Plan, the Company shall be entitled to deduct
therefrom an amount sufficient in its opinion to satisfy all federal, state
and local tax withholding requirements related to such payment. Whenever
shares of Common Stock are to be delivered pursuant to an award or the
exercise of an option under the Plan, the Company shall be entitled to
require as a condition of delivery that the option or award holder remit to
the Company an amount sufficient in the opinion of the Company to satisfy
all federal, state and local governmental tax withholding requirements
related thereto. With the approval of the Committee, which it shall have
sole discretion to grant, and on such terms and conditions as the Committee
may impose, the option or award holder may satisfy the foregoing condition
by electing to have the Company withhold from delivery shares having a value
equal to the amount of tax to be withheld. The Committee shall also have
the right to require that shares be withheld from delivery to satisfy such
condition.
9. Restrictions on Issue of Shares.
--------------------------------
(a) Notwithstanding the provisions of Section 8, the Company may
delay the issuance of shares covered by an award or by the exercise of an
option and the delivery of a certificate for such shares until one of the
following conditions shall be satisfied:
(i) The shares with respect to which such option has
been exercised or as to which an award has been made are at the time
of the issue of such shares effectively registered or qualified under
applicable Federal and state securities acts now in force or as
hereafter amended; or
(ii) Counsel for the Company shall have given an
opinion, which opinion shall not be unreasonably conditioned or
withheld, that such shares are exempt from registration and
qualification under applicable Federal and state securities acts now
in force or as hereafter amended.
(b) It is intended that all exercises of options and issuances of
awards shall be effective, and the Company shall use its best efforts to
bring about compliance with the above conditions within a reasonable time,
except that the Company shall be under no obligation to qualify shares or to
cause a registration statement or a post-effective amendment to any
registration statement to be prepared for the purpose of covering the issue
of shares in respect of which any option may be exercised or award granted,
except as otherwise agreed to by the Company in writing.
10. Purchase for Investment; Rights of Holder on Subsequent
-------------------------------------------------------
Registration.
-------------
Unless the shares to be issued pursuant to an award or upon exercise
of an option granted under the Plan have been effectively registered under
the Securities Act of 1933, as now in force or hereafter amended, the
Company shall be under no obligation to issue any shares covered by any
option or award unless the person who receives such award or exercises such
option, in whole or in part, shall give a written representation and
undertaking to the Company which is satisfactory in form and scope to
counsel for the Company and upon which, in the opinion of such counsel, the
Company may reasonably rely, that he or she is acquiring the shares issued
pursuant thereto for his or her own account as an investment and not with a
view to, or for sale in connection with, the distribution of any such
shares, and that he or she will make no transfer of the same except in
compliance with any rules and regulations in force at the time of such
transfer under the Securities Act of 1933, or any other applicable law, and
that if shares are issued without such registration, a legend to this effect
may be endorsed upon the securities so issued. In the event that the
Company shall, nevertheless, deem it necessary or desirable to register
under the Securities Act of 1933 or other applicable statutes any such
shares, or to qualify any such shares for exemption from the Securities Act
of 1933 or other applicable statutes, then the Company may take such action
and may require from each optionee or award recipient such information in
writing for use in any registration statement, supplementary registration
statement, prospectus, preliminary prospectus or offering circular as is
reasonably necessary for such purpose and may require reasonable indemnity
to the Company and its officers and directors and controlling persons from
such holder against all losses, claims, damages and liabilities arising from
such use of the information so furnished and caused by any untrue statement
of any material fact therein or caused by the omission to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances under which they
were made.
11. Approval of Stockholders.
-------------------------
The Plan shall be subject to approval by the vote of stockholders
holding at least a majority of the voting stock of the Company voting in
person or by proxy at a duly held stockholders' meeting, within twelve (12)
months after the adoption of the Plan by the Board of Directors of the
Company and shall take effect as of the date of adoption by the Board upon
such approval. The Committee may grant options or awards under the Plan
prior to such approval, but any such option or award shall be conditioned on
such approval and, accordingly, no such option may be exercisable prior to
such approval and no award shall be settled prior to such approval.
12. Termination and Amendment.
--------------------------
Unless sooner terminated as herein provided, the Plan shall terminate
ten (10) years from the date upon which the Plan was duly adopted by the
Board of Directors of the Company. The Board of Directors may at any time
terminate the Plan or make such modification or amendment thereof as it
deems advisable; provided, however, that except as provided in this Section
12, the Board of Directors may not, without the approval of the stockholders
of the Company obtained in the manner stated in Section 11, increase the
maximum number of shares for which options or awards may be granted or
change the designation of the class of persons eligible to receive options
or awards under the Plan, or make any other change in the Plan which
requires stockholder approval under applicable law or regulations, including
any approval requirement which is a prerequisite for exemptive relief under
Section 16 of the Securities Exchange Act of 1934. The Committee may
terminate, amend or modify any outstanding option or award without the
consent of the option or award holder, provided however that, except as
provided in Section 6, without the consent of the optionee, the Committee
shall not change the number of shares subject to an option, nor the exercise
price thereof, nor extend the term of such option.
13. Limitation of Rights in the Option Shares.
------------------------------------------
An optionee shall not be deemed for any purpose to be a stockholder of
the Company with respect to any of the options except to the extent that the
option shall have been exercised with respect thereto and, in addition, a
certificate shall have been issued theretofore and delivered to the
optionee.
14. Notices.
--------
Any communication or notice required or permitted to be given under
the Plan shall be in writing, and mailed by registered or certified mail or
delivered by hand, if to the Company, to its principal place of business,
attention: General Counsel, and, if to an optionee or award recipient, to
the address as appearing on the records of the Company.
15. Compliance with Rule 16b-3. It is intended that the provisions
of the Plan and any option or award made thereunder to a person subject to
the reporting requirements of Section 16(a) of the Act shall comply in all
respects with the terms and conditions of Rule 16b-3 under the Securities
Exchange Act of 1934 (the "Act"), or any successor provisions. Any
agreement granting options or awards shall contain such provisions as are
necessary or appropriate to assure such compliance. To the extent that any
provision hereof is found not to be in compliance with such Rule, such
provision shall be deemed to be modified so as to be in compliance with such
Rule, or if such modification is not possible, shall be deemed to be null
and void, as it relates to a recipient subject to Section 16(a) of the Act.
[PROXY CARD]
HAEMONETICS CORPORATION
Proxy-Annual Meeting of Stockholders
July 18, 1997
The undersigned hereby appoints John F. White and James L. Peterson or
any one of them, with full power of substitution, attorneys and proxies to
represent the undersigned at the Annual Meeting of Stockholders of
Haemonetics Corporation to be held Friday, July 18, 1997 in Boston,
Massachusetts and at any adjournment or adjournments thereof, to vote in the
name and place of the undersigned with all the power which the undersigned
would possess if personally present, all of the stock of Haemonetics
Corporation standing in the name of the undersigned, upon such business as
may properly come before the meeting, including the following as set forth
on the reverse side.
PLEASE DATE AND SIGN THIS PROXY IN THE SPACE PROVIDED ON THE REVERSE
SIDE AND RETURN IT IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU EXPECT TO
ATTEND THE MEETING IN PERSON.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
HAEMONETICS CORPORATION
Dear Shareholder:
There are three actions to be considered at the annual meeting, July 18,
1997 that require your vote.
Your vote counts and you are strongly encouraged to exercise your right to
vote.
Please mark the boxes on the proxy card to indicate how your shares shall be
voted. Then, please sign the card and return your card in the enclosed, paid
envelope.
Your vote must be received by the annual meeting date of July 18, 1997 to be
considered.
Thank you for your prompt attention to this matter.
Sincerely,
Haemonetics Corporation
[X] Please mark votes as in this example.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS, ANY PROXY
HERETOFORE GIVEN BY THE UNDERSIGNED WITH RESPECT TO SUCH STOCK IS HEREBY
REVOKED. 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 ELECTION OF DIRECTORS AS SET FORTH IN THE
PROXY STATEMENT AND FOR PROPOSALS 2 AND 3.
1. ELECTION OF DIRECTORS:
Nominees: Sir Stuart Burgess, Jerry E. Robertson, Ph.D.
[ ] FOR BOTH NOMINEES [ ] WITHHELD FROM BOTH NOMINEES
[ ]
-----------------------------------------------------------------
(Instruction: To withhold authority from any individual nominee, write the
nominee's name above.)
2. To approve an amendment to the Company's 1992 Long Term Incentive Plan,
as described in the Company's Proxy Statement.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To ratify the selection by the Board of Directors of Arthur Andersen &
Company as independent public accountants for the current fiscal year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please sign exactly as your name(s) appear on the Proxy. When shares are
held by joint tenants, both should sign. When signing as attorney, as
executor, administrator, trustee or guardian, please give full title as
such. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in partnership name
by authorized person.
Signature: Date: Signature: Date:
---------------- -------- ---------------- --------
