SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
HAEMONETICS CORPORATION
- ---------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
---------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
---------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
---------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------
(3) Filing party:
---------------------------------------------------------------
(4) Date Filed:
---------------------------------------------------------------
HAEMONETICS CORPORATION
Notice of Annual Meeting of Stockholders
July 27, 1999
To the Stockholders:
The Annual Meeting of the Stockholders of Haemonetics Corporation
will be held on Tuesday, July 27, 1999 at 9:00 a.m. at the State Street
Bank and Trust Company, 225 Franklin Street, 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 ratify the selection by the Board of Directors of Arthur
Andersen LLP as independent public accountants for the current
fiscal year.
3. 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 June 1,
1999 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 21, 1999
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
Tuesday, July 27, 1999, 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 21, 1999.
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 (781) 848-7100.
RECORD DATE AND VOTING SECURITIES
Only stockholders of record at the close of business on June 1, 1999
are entitled to notice of and to vote at the meeting. On that date, the
Company had outstanding and entitled to vote 26,959,425 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. James L. Peterson and Benjamin L. Holmes are currently serving
in the class of directors whose terms expire at this Annual Meeting. It is
proposed that James L. Peterson and Benjamin L. Holmes 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 2002:
James L. Peterson 56 1985 Since January, 1998, President and Chief Executive
Officer of the Company. From 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.
Benjamin L. Holmes 64 1998 Since December 1994, President of the Holmes Co.,
specializing in health care with a focus on the
device industry. Previously, from 1985 to 1994, Vice
President, Hewlett-Packard Medical Products Group.
From 1983 to 1985, General Manager, Hewlett-Packard
Medical Products Group. Director of Project HOPE and
UCLA Foundation.
Serving a term ending in 2001:
Yutaka Sakurada 66 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., and
from 1985-1989, Director of Kuraray 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 46 1993 Since May, 1999, Managing Director and Sr. VP, ABN
Amro Private Equity, an equity investing
partnership. From 1996 to 1999, an 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.
Corporate Vice President at Caremark from 1992 to
1993 and Corporate Vice President at Baxter
International from 1983 to 1992 responsible for
strategy, business development and health cost
management businesses. Director of PSS World
Medical, Inc. and the American Red Cross of Greater
Chicago.
Harvey G. Klein M.D. 56 1998 Since 1983, Chief of the Department of Transfusion
Medicine at the Warren G. Magnuson Clinical Center
of the National Institutes of Health. Previously
held other senior level positions with NIH.
Internationally recognized for his contributions
to the transfusion discipline. Currently serves on
several Boards, including as President-elect,
American Association of Blood Banks and Chairman of
the Panel for Blood and Blood Products of the US
Pharmacopeia (USP). Previously President of the
American Society for Apheresis and Director of the
World Apheresis Association.
Serving a term ending in 2000:
Sir Stuart Burgess 70 1992 Since January, 1998, Chairman of the Company. Since
1995, Chairman of Finsbury Worldwide Pharmaceutical
Trust plc, an investment trust specializing in the
pharmaceutical industry. From 1990 to 1997 Chairman
of the Anglia & Oxford Region of the U.K. National
Health Service. 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 66 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, Cardinal Health, Inc., Steris
Corp., and Medwave, Inc.
Colin Lind 43 1998 Since 1986, with Richard C. Blum & Associates, LP, a
strategic equity investment firm with 14.7%
ownership in Haemonetics. Currently Managing
Director for the firm responsible for about $1.8
million in assets under management. Previously Vice
President of R.H. Chappel & Co. and Vice President
of Research at two regional brokerage firms, Davis
Skaggs, Inc. and Wheat First Securities. Currently
serves as Director of Scott Technologies, Inc. and
privately held companies, Kinetic Concepts and
Smarte Carte.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
AND DIRECTOR COMPENSATION
During the last fiscal year, there were eight 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
held while he or she was a director, 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. Harvey G. Klein, M.D. and Colin Lind however, as they were elected
to the Board of Directors effective October 23, 1998 received fifty percent
of the annual director fee or $10,000. In addition to this director fee,
each outside director, except Sir Stuart Burgess was granted, during the
last fiscal year, an option to purchase up to 6,000 shares of Common Stock
of the Company. Sir Stuart Burgess as compensation for his additional
duties performed as Chairman of the Board, was granted an option to
purchase up to 50,000 shares of Common Stock of the Company and received an
additional $1,000 per day for each day devoted to Chairman responsibilities
on behalf of the Company. The additional fees earned amounted to $94,000
for the fiscal year ended April 3, 1999.
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, Donna C.E. Williamson, Benjamin L. Holmes and
effective, October 23, 1998, Colin Lind. 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, comprised of
Jerry E. Robertson, Donna C.E. Williamson and Benjamin L. Holmes. The Audit
Committee 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 May 14, 1999, 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
- ---------------------------------------------------------------------------------------------
Sir Stuart Burgess(1) Common Stock 121,232 .45%
James L. Peterson(2) Common Stock 1,237,888 4.59%
Ronald J. Ryan(3) Common Stock 15,625 .06%
Michael P. Mathews(4) Common Stock 169,477 .63%
Bruno Deglaire(5) Common Stock 92,404 .34%
Yutaka Sakurada(6) Common Stock 77,404 .29%
Robert B. Ebbeling(7) Common Stock 81,869 .30%
Jerry E. Robertson(8) Common Stock 70,500 .26%
Donna C.E. Williamson(9) Common Stock 35,800 .13%
Benjamin L. Holmes(10) Common Stock 16,000 .06%
Harvey G. Klein M.D. (11) Common Stock 15,000 .06%
Colin Lind(12) Common Stock 3,981,400 14.77%
State of Wisconsin Investment Board(13) Common Stock 2,400,000 8.90%
Wellington Management(14) Common Stock 2,661,750 9.87%
Richard C. Blum & Associates, L.P.(15) Common Stock 3,981,400 14.77%
Neuberger & Berman(16) Common Stock 1,976,600 7.33%
FMR Corporation(17) Common Stock 1,374,100 5.10%
Vanguard Specialized portfolios, Inc.(18) Common Stock 1,683,800 6.25%
All executive officers and directors
as a group (12 persons)(19) Common Stock 5,914,599 21.94%
- --------------------
Includes 114,232 shares which Sir Stuart has the right to acquire
upon the exercise of options currently exercisable or exercisable
within 60 days of May 14, 1999.
Does not include 48,150 shares held in trust for the benefit of
Mr. Peterson's children, 3,300 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 305,461 shares which Mr.Peterson has the
right to acquire upon exercise of options currently exercisable or
exercisable within 60 days of May 14, 1999.
Consists entirely of 15,625 shares which Mr. Ryan has the right to
acquire upon exercise of options currently exercisable or
exercisable within 60 days of May 14, 1999.
Includes 119,673 shares which Mr. Mathews has the right to acquire
upon the exercise of options currently exercisable or exercisable
within 60 days of May 14, 1999.
Consists entirely of 92,404 shares which Mr. Deglaire has the right
to acquire upon the exercise of options currently exercisable or
exercisable within 60 days of May 14, 1999.
Includes 76,056 shares which Mr. Sakurada has the right to acquire
upon the exercise of options currently exercisable or exercisable
within 60 days of May 14, 1999.
Includes 45,260 shares which Mr. Ebbeling has the right to acquire
upon the exercise of options currently exercisable or exercisable
within 60 days of May 14, 1999.
Includes 40,500 shares which Mr. Robertson has the right to acquire
upon the exercise of options currently exercisable or exercisable
within 60 days of May 14, 1999. All shares owned directly by Mr.
Robertson are held in the JJ Robertson LTD. Partnership, of which he
and his wife are general partners.
Includes 34,500 shares which Ms. Williamson has the right to acquire
upon the exercise of options currently exercisable or exercisable
within 60 days of May 14, 1999.
Includes 15,000 shares which Mr. Holmes has the right to acquire
upon the exercise of options currently exercisable or exercisable
within 60 days of May 14, 1999.
Consists entirely of 15,000 shares which Dr. Klein has the right to
acquire upon the exercise of options currently exercisable or
exercisable within 60 days of May 14, 1999.
Includes 15,000 shares which Mr. Lind has the right to acquire upon
the exercise of options currently exercisable or exercisable within
60 days of May 14, 1999. Also includes 3,966,400 shares owned
directly by four investment advisory clients for which Richard C.
Blum & Associates, L.P. ("RCBA L.P.") is the investment adviser with
voting and investment discretion, three limited partnerships for
which RCBA L.P. is the general partner, and one limited partnership
for which RCBA GP, L.L.C. ("RCBA GP") is the general partner. Mr.
Lind is a director and officer of RCBA Inc. (the general partner of
RCBA L.P.), an officer of RCBA L.P., and a managing member of RCBA
GP. Mr. Lind disclaims beneficial ownership of these shares except
to the extent of any pecuniary interest therein.
This information has been derived from a Schedule 13G filed with the
Securities and Exchange Commission as of February 2, 1999. 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 10, 1999. The
reporting entity's address is 75 State Street, Boston, MA 02109.
Includes information derived from a Schedule 13D filed with the
Securities and Exchange Commission as of May 21, 1999, and the
shares described in footnote (12) which Mr. Lind has the right to
acquire upon the exercise of options currently exercisable or
exercisable within 60 days of May 14, 1999. The reporting entity's
address is 909 Montgomery Street, Suite 400, San Francisco, CA
94133.
This information has been derived from a Schedule 13G filed with the
Securities and Exchange Commission as of February 11,1999. The
reporting entity's address is 605 Third Avenue, New York, NY
10158-3698.
This information has been derived from a Schedule 13G filed with the
Securities and Exchange Commission as of February 12,1999. The
reporting entity's address is 82 Devonshire Street, Boston, MA
02109.
This information has been derived from a Schedule 13G filed with the
Securities and Exchange Commission as of February 10, 1999. The
reporting entity's address 100 Vanguard Boulevard, VM #V34, Malvern
PA 19355.
Includes 888,711 shares which executive officers and directors have
the right to acquire upon the exercise of options currently
exercisable or exercisable within 60 days of May 14, 1999.
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 April 3, 1999 were made early in the fiscal year.
In arriving at the base salaries paid to the Company's executive
officers for the year ended April 3, 1999, the Committee considered their
individual contributions to the performance of the Company, 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.
During the fiscal year ended April 3, 1999, the Company had a
quarterly bonus program which was tied to the achievement by the Company
and by individual business units of predetermined goals relating primarily
to operating margin and balance sheet measures. Under the program, during
the first three quarters of the year, attainment of the predetermined goals
resulted in payment of bonuses. In the last quarter of the year, attainment
of the predetermined goals only resulted in payment of bonuses if the
Company also achieved a predetermined amount of profit after tax for the
year. During the fiscal year ended April 3, 1999, executive officers and
other members of the CEO's staff received quarterly bonuses in all four
quarters of the year.
In May 1999, the Company's Compensation Committee approved a change
in the form of payment of fiscal year 2000 executive bonuses earned under
the quarterly bonus program. As a result of the change, the executives are
now required to elect the portion of their eligible fiscal year 2000 bonus
that they wish to be paid in the form of grants to purchase the Company's
Common Stock in lieu of cash. The percentage of bonus to be paid in the
form of grants to purchase the Company's Common Stock must be a minimum of
fifty percent of the total eligible bonus amount. This change to the
Company's quarterly bonus program beginning in fiscal year 2000 was made to
more closely align executive compensation with stock ownership.
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 April 3, 1999) 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 Chief Executive Officer
Following his assumption of the duties of President and Chief
Executive Officer of this Company, the Committee, in May 1998, in
recognition of his increased responsibilities, established Mr. Peterson's
compensation for the fiscal year ended April 3, 1999 at $400,000. Mr.
Peterson began receiving this higher level of compensation effective May
1998. Also in May 1998, the Committee granted Mr. Peterson options to
purchase 91,574 shares of the Company's Common Stock at an exercise price
of $15.6563 per share. The options vest beginning one year from the grant
date at a rate of 25% per year over the four years following the grant
(except in the case of death, termination or retirement). Years 2, 3 and 4
of the vesting schedule can be accelerated effective one year from the
grant date based upon the attainment of certain stock fair market values as
follows: 25% upon stock value appreciation to $21.00 per share, 25% upon
stock value appreciation to $ 26.00 per share and 25% upon stock value
appreciation to $31.00 per share. The options expire on May 8, 2008.
In determining the number of shares subject to the options granted to
Mr. Peterson during the fiscal year ended April 3, 1999, 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.
Peterson, 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.
Mr. Peterson was not part of a bonus program during the fiscal year
ended April 3, 1999. However, in recognition of the Company's outstanding
performance during the fiscal year ended April 3, 1999, the compensation
committee in May 1999 awarded Mr. Peterson a cash bonus of $150,000.
COMPENSATION COMMITTEE
Sir Stuart Burgess
Jerry E. Robertson
Donna C.E. Williamson
Benjamin L. Holmes
Colin Lind
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
During the fiscal year ended April 3, 1999 the members of the
Compensation Committee were Sir Stuart Burgess, Jerry E. Robertson, Donna
C.E. Williamson, Benjamin L. Holmes, and effective, October 23, 1998, Colin
Lind. No member of the Compensation Committee was an officer or employee of
the Company or any of its subsidiaries during fiscal year 1999.
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 April 3, 1999, March 28, 1998 and March 29, 1997.
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)
- ---------------------------------------------------------------------------------------------------------------------
James L. Peterson 1999 $394,658(4) $150,000 $176,642(3)(4)(5) 91,574 -
President & CEO 1998 $369,945(4) - $ 91,085(3)(4)(5) 330,000 -
1997 $420,120(4) - $ 74,721(3)(4)(5) 35,000 -
Mr. Ronald J. Ryan 1999 $249,995 $ 81,775 $ 9,332(3) 50,000 -
CFO & Sr. Vice President,
Finance
Michael P. Mathews 1999 $237,776 $ 40,311 $173,479(5) 49,000 $6,000
President, Blood Bank 1998 $220,080 - $230,293(5) 69,177 $3,000
Division 1997 $219,033 - $182,019(3)(5) 25,350 $1,000
Bruno Deglaire 1999 $267,582 $ 80,231 $ 28,253(3)(4)(5) 52,500 -
President, European and 1998 $263,362 $ 30,476 $ 28,461(3)(4)(5) 46,640 -
Asian Field Operations
Robert B. Ebbeling 1999 $208,883 $ 78,072 $ 1,218 31,000 $5,139
Senior Vice President, 1998 $199,512 $ 56,950 $ 1,218 26,660 $3,000
Manufacturing
- --------------------
Salary and bonus amounts are presented in the year earned. The
payment of such amounts may have occurred in other years.
Includes discretionary contributions paid by the Company with respect
to the Company's 401(k) Plan: i) in 1998: for Mr. Mathews $2,000 and
for Mr. Ebbeling $2,000. No discretionary contributions were made by
the Company with respect to the Savings Plus Plan in 1999 or 1997.
Also includes matching contributions by the Company under its 401(k)
Plan: (i) in 1999: for Mr. Mathews $6,000, for Mr. Ebbeling $5,139,
(ii) in 1998: for Mr. Mathews $1,000, for Mr. Ebbeling $1,000, (iii)
in 1997: for Mr. Mathews $1,000.
Includes the following amounts paid by the Company with respect to
vacation hours: (i) accrued in 1999 but not used: for Mr. Mathews
$9,267, (ii) accrued in 1997 but not used: for Mr. Mathews $13,383.
Additionally, includes the following amounts paid by the Company with
respect to company-owned vehicles or auto allowances: (i) in 1999:
for Mr. Peterson $23,765, for Mr. Deglaire $18,025 for Mr. Ryan
$5,282, (ii) in 1998: for Mr. Peterson $17,741, for Mr. Deglaire
$17,741, (ii) in 1997: for Mr. Peterson $20,209.
All amounts are translated into U.S. dollars using average monthly
exchange rates.
Includes the following amounts for additional payments relating to
living abroad: (i) in 1999: for Mr. Mathews $162,855 (ii) in 1998:
for Mr. Peterson $64,352, for Mr. Mathews $228,936, (iii) in 1997:
for Mr. Peterson $54,512 and for Mr. Mathews $164,788. Includes the
following amounts for housing allowances for Mr. Peterson: in 1999
$104,938. Includes the following amounts for travel allowances in
1999: for Mr. Peterson $2,018, for Mr. Deglaire $8,384 (ii) in 1998:
for Mr. Deglaire $8,252. Includes $33,333 in one time relocation
expenses for Mr. Peterson in 1999.
Option Grants in Fiscal Year Ended April 3, 1999
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 April 3, 1999. 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(3)
Options in the Fiscal Price Expiration ----------------------
Granted Year 1999 Per Share Date 5% 10%
--------------------------------------------------------------------------------
James L. Peterson 91,574(1) 9.91 $15.6563 5/8/08 $901,645 $2,284,953
Michael P. Mathews 12,000(2) 1.30 $17.6250 5/1/08 $133,011 $ 337,077
25,000(2) 2.71 $18.9688 10/23/08 $298,232 $ 755,781
12,000(2) 1.30 $15.4063 4/1/09 $116,266 $ 294,643
Bruno Deglaire 13,750(2) 1.49 $17.6250 5/1/08 $152,409 $ 386,234
25,000(2) 2.71 $18.9688 10/23/08 $298,232 $ 755,781
13,750(2) 1.49 $15.4063 4/1/09 $133,222 $ 337,611
Robert B. Ebbeling 10,500(2) 1.14 $17.6250 5/1/08 $116,385 $ 294,942
10,000(2) 1.08 $18.9688 10/23/08 $119,293 $ 302,313
10,500(2) 1.14 $15.4063 4/1/09 $101,733 $ 257,812
Ronald J. Ryan 12,500(2) 1.35 $17.6250 5/1/08 $138,553 $ 351,121
10,000(2) 1.08 $18.9688 10/23/08 $119,293 $ 302,313
15,000(2) 1.62 $18.9375 2/3/09 $178,645 $ 452,722
12,500(2) 1.35 $15.4063 4/1/09 $121,111 $ 306,919
- --------------------
Options vest beginning one year from the grant date at a rate of 25%
per year over the four years following the grant (except in the case
of death, termination or retirement). Years 2, 3 and 4 of the vesting
schedule can be accelerated effective one year from the grant date
based upon the attainment of certain stock fair market values as
follows: 25% upon stock value appreciation to $21.00 per share, 25%
upon stock value appreciation to $ 26.00 per share and 25% upon stock
value appreciation to $31.00 per share.
Options are exercisable upon completion of one full year of
employment following the grant date (except in the case of death,
termination or retirement) and vest at the rate of 25% per year over
the four years following the grant date.
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 14, 1999 the closing price of the Company's Common
Stock on the New York Stock Exchange was 18 1/4.
Aggregated Option Exercises in Fiscal Year
Ended April 3, 1999 and Option Values at April 3, 1999
The following table provides information on the value of unexercised
options held by the executive officers listed in the Summary Compensation
Table above at April 3, 1999.
Number of Unexercised Value of Unexercised
Shares Options at April 3, 1999 Options at April 3, 1999(1)
Acquired Value ---------------------------- ----------------------------
on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---------------------------------------------------------------------------------------
James L. Peterson 0 $0 270,068 329,932 $0 $0
Michael P. Mathews 0 $0 103,200 103,400 $0 $0
Bruno Deglaire 0 $0 77,123 78,844 $0 $0
Robert Ebbeling 0 $0 36,435 48,725 $0 $0
Ronald J. Ryan 0 $0 12,500 87,500 $0 $0
- --------------------
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 April 3,
1999.
COMPARATIVE PERFORMANCE GRAPH
The following graph compares the cumulative total return for the five
year period commencing March 31, 1994 through March 31, 1999 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, 1994 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.
3/31/94 3/31/95 3/31/96 3/31/97 3/31/98 3/31/99
--------------------------------------------------------------
Haemonetics Corporation $100 73 84 89 90 79
S&P 500 $100 116 153 183 271 321
S&P Medical $100 146 217 238 344 452
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 April 1, 2000. 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 1999 Annual Meeting of Stockholders must
be received at the Company's principal executive offices in Braintree,
Massachusetts on or before February 22, 2000.
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 21, 1999 Clerk
DETACH HERE
PROXY
HAEMONETICS CORPORATION
Proxy-Annual Meeting of Stockholders
July 27, 1999
The undersigned hereby appoints Sir Stuart Burgess 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 Tuesday, July 27, 1999 at State
Street Bank & Trust Company, 225 Franklin Street, 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.
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
HAEMONETICS CORPORATION
Dear Shareholder:
There are two actions to be considered at the annual meeting, July 27, 1999
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 it in the enclosed, paid
envelope.
Your vote must be received by the annual meeting date of July 27, 1999 to
be considered.
Thank you for your prompt attention to this matter.
Sincerely,
/s/ Alicia R. Lopez
Haemonetics Corporation
DETACH HERE
[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 PROPOSAL 2.
1. ELECTION OF DIRECTORS:
Nominees: James L. Peterson and Benjamin L. Holmes
[ ] FOR ALL NOMINEES [ ] WITHHELD FROM ALL NOMINEES
[ ]
---------------------------
For the single nominee written above by the undersigned stockholder
2. To ratify the selection by the Board of Directors of Arthur Andersen
LLP as independent public accountants for the current fiscal year.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. 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(s) on the Proxy. When shares are
held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as
such. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in partnership name
by authorized person.
Signature: Date: Signature: Date:
------------ -------- ------------ --------
