SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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[ ] Definitive Proxy Statement
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Haemonetics Corporation
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HAEMONETICS CORPORATION
Notice of Special Meeting of Stockholders
December 14, 2000
To the Stockholders:
A Special Meeting of the Stockholders of Haemonetics Corporation will
be held on Thursday, December 14, 2000 at 9:00 a.m. at the offices of
Haemonetics Corporation, 400 Wood Road, Braintree, Massachusetts for the
following purposes.
1. To consider and act upon a proposal to approve the Haemonetics
Corporation 2000 Long-Term Incentive Plan.
2. 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 October 27,
2000 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
Alicia R. Lopez, Clerk
Braintree, Massachusetts
November 13, 2000
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 Special Meeting of Stockholders to be held on
Thursday, December 14, 2000, 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 November 13, 2000.
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 affirmative vote of the holders of at least a
majority of the shares of Common Stock voting thereon in person or by proxy
at the meeting is required to approve item 1 listed in the notice of
meeting. Abstentions are counted as present in determining whether the
quorum requirement is satisfied. Abstentions will be counted in the
tabulation of votes cast on Item 1.
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 may retain a
proxy solicitation firm to aid in soliciting proxies from its stockholders.
The fees of any such firm are not expected to exceed $5,000 plus
reimbursement of out-of-pocket expenses.
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 October 27, 2000
are entitled to notice of and to vote at the meeting. On that date, the
Company had outstanding and entitled to vote [____________] shares of
Common Stock with a par value of $.01 per share. Each outstanding share
entitles the record holder to one vote.
APPROVAL OF 2000 LONG-TERM INCENTIVE PLAN
There will be presented at the meeting a proposal to approve the
Haemonetics Corporation 2000 Long-Term Incentive Plan (the "Plan"), which
was adopted by the Board of Directors on October 24, 2000. The Board of
Directors recommends that the stockholders approve the Plan. 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.
This Plan replaces the Haemonetics Corporation 2000 Long-Term Incentive
Plan (the "May Plan") which was adopted by the Board of Directors on May 2,
2000 and originally scheduled to be considered by the stockholders at the
Annual Meeting held July 25, 2000. The May Plan was not acted upon at the
Annual Meeting because the Company determined that changes in the plan
would be required in order to secure stockholder approval. No options were
granted under the May Plan. The revised plan adopted by the Board of
Directors on October 24, 2000 (i) reduces the maximum number of shares
available for the grant of options to 4,000,000 from 6,000,000, (ii)
eliminates a feature contained in the May Plan which provided for automatic
increases in the number of shares available for issuance under the May Plan
based upon the number of issued and outstanding shares of the Company's
Common Stock, (iii) eliminates the issuance of stock awards and (iv)
requires that the exercise price for options granted under the Plan must be
not less than the fair market value of the Company's Common Stock at the
time the option is granted. The new Plan also provides that except for
adjustments for recapitalizations, reorganizations, and certain other
corporate transactions, the exercise price for any outstanding option
granted under the Plan may not be decreased after the date of grant, nor
may an outstanding option be surrendered to the Company as consideration
for the grant of a new option with a lower exercise price.
The Company believes that it is in the best interests of its stockholders
to adopt incentive compensation programs which align the interests of key
employees with those of the stockholders. The Company's 1992 Long-Term
Incentive Plan will terminate in August, 2002. The Company's 1990 Stock
Option Plan terminated March 30, 2000. Accordingly, the Company believes it
is necessary to adopt the Plan so that the Company will be able to continue
to offer an incentive compensation program which will be attractive to
current and prospective key employees. Upon approval of the Plan by the
stockholders, no further options will be granted under the 1992 Long-Term
Incentive Plan or under the Company's 1998 Stock Option Plan for Non-
Employee Directors. Options granted under both plans will continue to
remain outstanding under the terms thereof.
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, directors, 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 Internal Revenue Code of 1986, as amended (the "Code") or non-
qualified options which are not intended to meet the requirements of the
Code. 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 available for stock options granted under the Plan is 4,000,000
shares of Common Stock. The maximum number of shares available for grants
is subject to adjustment for capital changes.
To the extent that any option lapses, terminates, expires or otherwise is
cancelled without the issuance of shares of Common Stock, the shares of
Common Stock covered by such grants are again available for the granting of
stock options. 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.
It is not possible to state the employees who will receive stock options
under the plan in the future, nor the amount of options 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 April 1, 2000.
Administration. The Plan is administered by the Compensation and Management
Development 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, N. Colin Lind, Benjamin L. Holmes, Donna C. E.
Williamson, and Ronald G. Gelbman.
Termination and Amendment. Unless sooner terminated, the Plan shall
terminate ten years from October 24, 2000, the date upon which it was
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
the approval of the stockholders of the Company, make any change in the
Plan which (i) requires stockholder approval under applicable law or
regulations; and (ii) increases the number of shares available for stock
options, (iii) expands the class of participants eligible to receive stock
option grants under the Plan, or (iv) materially increases benefits under
the Plan by expanding the types of permissible awards (such as by
authorizing the grant of stock awards or stock appreciation rights). The
Committee may terminate, amend or modify any outstanding option without the
consent of the option 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 corporation. Options designated as non-
qualified options may be granted to officers, directors, employees,
consultants and advisers of the Company or any of its subsidiaries. In
determining a person's eligibility to be granted an option, 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. The maximum number of shares of the Company's
Common Stock with respect to which an option may be granted under the Plan
to any employee in any one fiscal year of the Company shall not exceed
500,000 shares (in the aggregate for all such options taken together),
subject to adjustment for capital changes.
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 ten years from the date of grant. The option
agreement may contain such provisions and conditions (including pre-
established performance objectives and forfeiture of option gain for
competition with the Company) as may be determined by the Committee. The
option exercise price for stock options granted under the Plan must be no
less than the fair market value of the Company's Common Stock at the time
the option is granted. Except for adjustments for recapitalizations,
reorganizations, and certain other corporate transactions, the exercise
price for any outstanding option granted under the Plan may not be
decreased after the date of grant, nor may an outstanding option be
surrendered to the Company as consideration for the grant of a new option
with a lower exercise price. Options granted under the Plan may provide for
the payment of the exercise price by (i) the delivery of cash or a check in
an amount equal to the exercise price, (ii) the delivery of certificates of
shares of Common Stock of the Company owned by the optionee and acceptable
to the Committee having a fair market value equal to the exercise price of
the option being exercised, or attestation of beneficial ownership of such
shares, (iii) a "cashless exercise" (wherein a third party is authorized to
sell shares of Common Stock acquired upon exercise of the option and to
remit to the Company a sufficient portion of the sales proceeds to pay the
exercise price), (iv) using the proceeds of a recourse loan from the
Company to pay the exercise price, or (v) any combination thereof.
Except as provided in the option agreement, the right of any optionee to
exercise an option granted under the Plan is not assignable or transferable
by such optionee otherwise then by will or the laws of descent and
distribution, and any such option shall be exercisable during the lifetime
of such optionee only by him or her.
Recapitalizations, Reorganizations, Change in Control. The Plan provides
that the number and kind of shares as to which options, may be granted
thereunder and as to which outstanding options 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, spin-off,
distribution of assets 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 may provide in any
option agreement that the vesting of any options shall automatically
accelerate in full or in part upon such a sale, conveyance or Change in
Control.
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. Change in
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 options to the extent then exercisable.
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
provisions of 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.
The high and low sales prices of the Company's Common Stock on the New York
Stock Exchange on October __, 2000 were $_______ and $_______,
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 non-qualified stock
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 exercise and for at least two years after
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 in the year of
disposition 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, 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 for alternative minimum tax purposes for the year of exercise. If
the alternative minimum tax applies to the optionee for the year of
exercise, all or a part of the excess of the amount of the optionee's
alternative minimum tax liability over the optionee's "regular tax"
liability for the year of exercise could generate an AMT tax credit that
may be applied in one or more later tax years. The AMT credit may be
applied against the optionee's tax liability in subsequent years in which
the optionee's regular tax liability exceeds the optionee's AMT liability,
but only to the extent of such excess.
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 of 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 will also 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.
Non-qualified Stock Options. As in the case of incentive stock options, no
income is recognized by the optionee on the grant of a non- qualified stock
option. On the exercise by an optionee of a non-qualified 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) deductible for income tax purposes by the
Company. The optionee's tax basis in his stock will equal his cost for the
stock plus the amount of ordinary income the optionee had to recognize with
respect to the non-qualified stock option.
The Internal Revenue Service will treat the exercise of a non- qualified
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 period 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 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.
Accordingly, upon a subsequent disposition of stock acquired upon the
exercise of a non-qualified 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.
COMPENSATION AND MANAGEMENT DEVELOPMENT 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 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 1, 2000 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 1, 2000, 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.
To more closely align executive compensation with stock ownership, in May
2000, the Company's Compensation Committee approved a change in the form of
payment of fiscal year 2000 and 2001 executive bonuses earned under the
quarterly bonus program. As a result of the change, the executives in
fiscal year 2000 were 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 was required to be a minimum of fifty percent of the total eligible
bonus amount. All of the executives listed on the summary compensation
table elected to convert 50% of their eligible bonus to option grants to
purchase the Company's Common Stock. For fiscal year 2001, the executives
are required to elect that 50% of their year 2001 bonus is to be paid in
the form of grants to purchase the Company's Common Stock in lieu of cash.
During the fiscal year ended April 1, 2000, the Company's quarterly bonus
program 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, attainment of these
predetermined goals resulted in payment of bonuses.
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 1, 2000) is included
in the tables following this report. In determining the number of options
granted to executive officers during the last fiscal year ended April 1,
2000, 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
In accordance with the approval of the Compensation and Management
Development Committee in May 1999, Mr. Peterson received a salary for the
fiscal year ended April 1, 2000 of $430,744. The Committee did not grant
Mr. Peterson any new options to purchase shares of the Company's Common
Stock during the fiscal year ended April 1, 2000. Included in the options
granted to Mr. Peterson during fiscal years ended March 28, 1998 and April
3, 1999, were options to purchase 300,000 shares of the Company's Common
Stock. These 300,000 options were granted as a two-year grant on Mr.
Peterson's appointment to Chief Executive Officer. 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.
At the May 2000 Compensation Committee meeting, Mr. Peterson was granted
options to purchase up to 280,000 shares of the Company's Common Stock.
This grant is a two-year grant in anticipation of Company performance
during both fiscal years 2001 and 2002 vesting 50% on March 31, 2001 and
50% on March 31, 2002.
Mr. Peterson was not part of a bonus program during the fiscal year ended
April 1, 2000. However, in recognition of the Company's performance during
the fiscal year ended April 1, 2000, the Compensation and Management
Development Committee in May 2000 awarded Mr. Peterson a cash bonus of
$172,990.
Compensation and Management
Development Committee
Sir Stuart Burgess
Donna C.E. Williamson
Benjamin L. Holmes
N. Colin Lind
Ronald G. Gelbman
COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended April 1, 2000 the members of the Compensation
Committee were Sir Stuart Burgess, Donna C.E. Williamson, Benjamin L.
Holmes, N. Colin Lind, Jerry E. Robertson (until November 1, 1999) and
effective January 25, 2000, Ronald G. Gelbman. No member of the
Compensation Committee was an officer or employee of the Company or any of
its subsidiaries during fiscal year 2000.
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 1, 2000, April 3, 1999 and March 28, 1998.
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 2000 $430,744(4) $172,990 $504,091(3)(4)(5) 0
President & CEO 1999 $394,658(4) $150,000 $176,642(3)(4)(5) 91,574
1998 $369,945(4) - $ 91,085(3)(4)(5) 330,000
Mr. Ronald J. Ryan 2000 $264,370 $ 77,031 $ 9,571(3) 46,508 $6,000
CFO & Sr. Vice President, 1999 $249,995 $ 81,775 $ 9,332(3) 50,000
Finance
Michael P. Mathews 2000 $244,431 $ 13,644 $294,470(3)(5) 18,217 $6,000
President, Blood Bank 1999 $237,776 $ 40,311 $173,479(3)(5) 49,000 $6,000
Division 1998 $220,080 - $230,293(5) 69,177 $3,000
Bruno Deglaire 2000 $273,712 $ 8,274 $ 22,350(3)(4)(5) 35,982
President, European and 1999 $267,582 $ 80,231 $ 28,253(3)(4)(5) 52,500
Asian Field Operations 1998 $263,362 $ 30,476 $ 28,461(3)(4)(5) 46,640
Peter A. Tomasulo, M.D. 2000 $258,381 $ 15,201 $ 82,422(3)(4)(5) 41,581
President, Surgical Division
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. No
discretionary contributions were made by the Company with respect to
the Savings Plus Plan in 2000 or 1999. Also includes matching
contributions by the Company under its 401(k) Plan: (i) in 2000: for
Mr. Mathews $6000, for Mr. Ryan $6000, (ii) in 1999: for Mr. Mathews
$6,000, (iii) in 1998: for Mr. Mathews $1,000.
Includes the following amounts paid by the Company with respect to
vacation hours: (i) accrued in 2000 but not used: for Mr. Mathews
$4,727, (ii) accrued in 1999 but not used: for Mr. Mathews $9,267.
Additionally, includes the following amounts paid by the Company with
respect to company-owned vehicles or auto allowances: (i) in 2000:
for Mr. Peterson $23,673, for Mr. Deglaire $16,791, for Mr. Mathews
$15,284, for Mr. Ryan $6,850, for Mr. Tomasulo $15,858 (ii) in 1999:
for Mr. Peterson $23,765, for Mr. Deglaire $18,025, for Mr. Ryan
$5,282, (iii) in 1998: for Mr. Peterson $17,741, for Mr. Deglaire
$17,741.
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 2000: for Mr. Mathews $268,581, for Mr.
Tomasulo $51,569 (ii) in 1999: for Mr. Mathews $162,855 (iii) in
1998: for Mr. Peterson $64,352, for Mr. Mathews $228,936. Includes
the following amounts for housing allowances for Mr. Peterson: in
2000 $65,198, in 1999 $104,938. Includes the following amounts for
travel allowances (i) in 2000: for Mr. Peterson $59,642, Mr. Deglaire
$2,602, (ii) in 1999: for Mr. Peterson $2,018, for Mr. Deglaire 8,384
(iii) in 1998: for Mr. Deglaire $8,252. Includes $337,235 in tax
equalization payments for Mr. Peterson in 2000. Includes $33,333 in
one time relocation expenses for Mr. Peterson in 1999.
The Directors of the Company who are not employees of the Company receive
an annual cash fee of $10,000. Ronald G. Gelbman however, as he was elected
to the Board of Directors effective January 25, 2000, received a cash fee
of $2,500 during the fiscal year ended April 1, 2000. In addition to this
director fee, each outside director, except Ronald G. Gelbman and Sir
Stuart Burgess, was granted, during the last fiscal year, an option to
purchase up to 9,000 shares of Common Stock of the Company. Mr. Gelbman 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 paid a
base fee of $45,000 which he elected to receive in the form of $20,000 in
cash and the remainder in options to purchase 6,732 shares of the Company's
common stock. Sir Stuart was also granted additional options to purchase up
to 30,000 shares of Common Stock of the Company and he received $1,000 per
day for each day devoted to Chairman responsibilities (or a total of
$58,000 for the fiscal year ended April 1, 2000.)
Option Grants in Fiscal Year Ended April 1, 2000
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 1, 2000. 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 - - - - - -
Michael P. Mathews 18,217(1) 1.68 $15.875 5/03/09 $181,873.10 $460,902.15
Bruno Deglaire 20,982(1) 1.94 $15.875 5/03/09 $209,478.04 $530,858.48
15,000(2) 1.38 $15.875 5/03/09 $149,755.53 $379,509.92
Peter A. Tomasulo, M.D. 6,581(1) 0.61 $15.875 5/03/09 $ 65,702.74 $166,503.65
10,000(2) 0.92 $15.875 5/03/09 $ 99,837.02 $253,006.62
25,000(2) 2.31 $17.750 10/27/09 $279,071.99 $707,223.22
Ronald J. Ryan 26,508(1) 2.45 $15.875 5/03/09 $264,647.98 $670,669.94
20,000(2) 1.84 $15.875 5/03/09 $199,674.04 $506,013.23
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 50% per year over
the two years following the grant date.
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 15, 2000 the closing price of the Company's Common
Stock on the New York Stock Exchange was 20 15/16.
Aggregated Option Exercises in Fiscal Year Ended April 1, 2000 and Option
Values at March 31, 2000
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 1, 2000.
Number of Unexercised Value of Unexercised
Shares Options at April 1, 2000 Options at March 31, 2000(1)
Acquired Value ---------------------------- ------------------------------
on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
----------- -------- ----------- ------------- ----------- -------------
James L. Peterson 0 $0 485,855 114,145 $2,675,739.43 $708,159.91
Michael P. Mathews 0 $0 144,567 80,250 $ 705,350.47 $420,489.73
Bruno Deglaire 0 $0 104,591 87,358 $ 561,884.36 $489,023.95
Peter A. Tomasulo, M.D. 0 $0 27,332 76,583 $ 133,470.90 $410,547.73
Ronald J. Ryan 0 $0 37,500 109,008 $ 220,527.05 $647,821.68
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 31,
2000.
COMPARATIVE PERFORMANCE GRAPH
The following graph compares the cumulative total return for the five year
period commencing March 31, 1995 through March 31, 2000 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, 1995 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.
3/31/95 3/31/96 3/31/97 3/31/98 3/31/99 3/31/00
------- ------- ------- ------- ------- -------
Haemonetics Corporation $100 115 122 124 108 155
S&P 500 $100 132 158 234 278 327
S&P Medical Products & Supplies $100 149 163 236 310 323
STOCKHOLDER PROPOSALS
Any proposal submitted for inclusion in the Company's Proxy Statement and
form of proxy relating to the 2001 Annual Meeting of Stockholders must be
received at the Company's principal executive offices in Braintree,
Massachusetts on or before February 19, 2001. In accordance with the
provisions of Rule 14a-4(c) promulgated under the Securities Exchange Act
of 1934, if the Company does not receive notice of a shareholder proposal
to be raised at its 2001 Annual Meeting on or before May 4, 2001, then in
such event, the management proxies shall be allowed to use their
discretionary voting authority when the proposal is raised at the 2001
Annual Meeting.
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
November 13, 2000 Clerk
DETACH HERE
PROXY
HAEMONETICS CORPORATION
Special Meeting of Stockholders
December 14, 2000
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 Special Meeting of Stockholders of
Haemonetics Corporation to be held Thursday, December 14, 2000 at the
offices of Haemonetics Corporation, 400 Wood Road, Braintree, 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 SEE REVERSE
SIDE SIDE SIDE
HAEMONETICS CORPORATION
Dear Shareholder:
There is one item to be considered at the Special Meeting on December 14,
2000 that requires 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 meeting date of December 14, 2000 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 ITEM 1.
1. To approve the Haemonetics Corporation 2000 Long-Term Incentive Plan.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. 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:
- ---------- ----- ---------- -----
