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
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing party:
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(4) Date Filed:
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HAEMONETICS CORPORATION
Notice of Annual Meeting of Stockholders
July 24, 2001
To the Stockholders:
The Annual Meeting of the Stockholders of Haemonetics Corporation
will be held on Tuesday, July 24, 2001 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 three 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 May 29,
2001 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 25, 2001
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 24, 2001, 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 25, 2001.
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 thereon in person or by
proxy at the meeting is required to approve item 2 listed in the notice of
meeting. Abstentions and "non-votes" are counted as present in determining
whether the quorum requirement is satisfied. 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. Abstentions and broker non-votes will not be taken into
account in determining the outcome of the election of directors.
Abstentions will be counted in the tabulation of votes cast on item 2
presented to stockholders, while broker non-votes will not be counted.
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, USA 02184-9114, telephone number (781) 848-
7100.
RECORD DATE AND VOTING SECURITIES
Only stockholders of record at the close of business on May 29, 2001
are entitled to notice of and to vote at the meeting. On that date, the
Company had outstanding and entitled to vote 26,093,827 shares of Common
Stock with a par value of $.01 per share. Each outstanding share entitles
the record holder to one vote.
1
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. Yutaka Sakurada, Donna C.E. Williamson, and Harvey G. Klein
are currently serving in the class of directors whose terms expire at this
Annual Meeting. It is proposed that Yutaka Sakurada, Donna C.E. Williamson,
and Harvey G. Klein 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 2004:
Yutaka Sakurada 69 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 to 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 49 1993 Since January, 2001 an independent consultant. From May,
1999 to January, 2001 Managing Director and Senior Vice
President, 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.
2
Harvey G. Klein M.D. 59 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. Currently serves on
several Boards, including as President, 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 and a member of the U.S.Health and Human
Services Advisory Committee on Blood Safety and
Availability.
Serving a term ending in 2002:
James L. Peterson 58 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 66 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 not-for-profit organizations Project
HOPE, UCLA Foundation, and St. Luke's Wood River Medical
Center Foundation. Also, serves as Director for PLC
Medical Systems, a publicly traded company.
3
Serving a term ending in 2003:
Sir Stuart Burgess 72 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 (NHS) and member of the NHS Policy Board. 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.
Ronald G. Gelbman 54 2000 Recently retired Johnson & Johnson Executive Committee
Member and Worldwide Chairman, Health Systems &
Diagnostics. Previously, was Worldwide Chairman,
Pharmaceuticals and Diagnostics, Johnson & Johnson.
Member of the Board of Directors for Sensatex and Union
Biometrica; the Board of Trustees at Rollins College;
and the Board of Advisors at the privately-held Internet
software company, Neuvis.
N. Colin Lind 46 1998 Since 1986, with Blum Capital Partners L.P., a strategic
equity investment firm with approximately 15% ownership
in Haemonetics. Currently Managing Partner for the firm
responsible for $1.8 billion in assets under management.
Currently serves as Director of privately-held
companies, Kinetic Concepts and Smarte Carte. Previously
a Director of two public and nine private companies.
4
INFORMATION CONCERNING THE BOARD OF DIRECTORS
AND DIRECTOR COMPENSATION
During the last fiscal year, there were five 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.
During fiscal year 2001, the Directors of the Company who were not
employees of the Company, except Sir Stuart Burgess, received an annual
cash fee of $10,000 and an option to purchase up to 9,000 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 in cash. Sir Stuart was also granted options to purchase up to
15,000 shares of Common Stock of the Company. The options granted to both
the directors and to the Chairman vested immediately.
The Board of Directors has a Compensation and Management Development
Committee (the "Compensation Committee") composed of independent directors
who are not employees of the Company. The members of the Compensation
Committee are Sir Stuart Burgess, chairman, Donna C.E. Williamson, N. Colin
Lind, Benjamin L. Holmes and Ronald G. Gelbman. 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 and 2000
Long-term Incentive Plans. 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. The members of
the Audit Committee are Benjamin L. Holmes, chairman, Donna C.E.
Williamson, Ronald G. Gelbman and Sir Stuart Burgess. The Audit Committee
provides general oversight of the Company's financial reporting and
disclosure practices, system of internal controls, and the Company's
processes for monitoring compliance by the Company with Company policies.
The 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, and internal audit, various matters related to its internal
accounting controls. During the last fiscal year, there were four meetings
of the Audit Committee.
5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of May 16, 2001, 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 152,732 .59%
James L. Peterson(2) Common Stock 1,441,927 5.57%
Ronald J. Ryan(3) Common Stock 111,720 .43%
Stephen C. Swenson(4) Common Stock - -
Timothy Surgenor(5) Common Stock 71,374 .28%
Thomas D. Headley(6) Common Stock 20,955 .08%
Yutaka Sakurada(7) Common Stock 94,470 .36%
Ronald G. Gelbman(8) Common Stock 21,000 .08%
Donna C.E. Williamson(9) Common Stock 55,300 .21%
Benjamin L. Holmes(10) Common Stock 34,000 .13%
Harvey G. Klein M.D.(11) Common Stock 30,000 .12%
N. Colin Lind(12) Common Stock 3,761,800 14.52%
State of Wisconsin Investment Board(13) Common Stock 1,890,000 7.30%
Wellington Management(14) Common Stock 3,007,050 12.47%
Blum Capital Partners, L.P.(15) Common Stock 3,761,800 14.52%
Neuberger & Berman(16) Common Stock 1,964,338 7.25%
Vanguard Specialized Portfolios, Inc.(17) Common Stock 1,983,900 7.66%
Massachusetts Financial Services(18) Common Stock 1,560,283 6.02%
All executive officers and directors
as a group (12 persons)(19) Common Stock 5,967,473 22.37%
- --------------------
Includes 145,732 shares which Sir Stuart has the right to acquire
upon the exercise of options currently exercisable or exercisable
within 60 days of May 16, 2001. Does not include 3,500 shares held
in trust for the benefit of Sir Stuart's children. Sir Stuart
disclaims beneficial ownership of such shares.
Does not include 31,150 shares held in trust for the benefit of
Mr. Peterson's children, 3,300 shares held by the Peterson Foundation
and 15,000 shares held in trust for the benefit of Mr. Peterson's
parents. Mr. Peterson disclaims beneficial ownership of such shares.
Includes 740,000 shares which Mr. Peterson has the right to acquire
upon exercise of options currently exercisable or exercisable within
60 days of May 16, 2001.
Consists of 111,720 shares which Mr. Ryan has the right to acquire
upon exercise of options currently exercisable or exercisable within
60 days of May 16, 2001.
Mr. Swenson, hired effective December 5, 2000, holds no options
currently exercisable or exercisable within 60 days of May 16, 2001.
6
Consists of 71,374 shares which Mr. Surgenor has the right to acquire
upon the exercise of options currently exercisable or exercisable
within 60 days of May 16, 2001.
Includes 20,545 shares which Mr. Headley has the right to acquire
upon the exercise of options currently exercisable or exercisable
within 60 days of May 16, 2001
Includes 92,813 shares which Dr. Sakurada has the right to acquire
upon the exercise of options currently exercisable or exercisable
within 60 days of May 16, 2001.
Consists of 21,000 shares which Mr. Gelbman has the right to acquire
upon the exercise of options currently exercisable or exercisable
within 60 days of May 16, 2001.
Includes 54,000 shares which Ms. Williamson has the right to acquire
upon the exercise of options currently exercisable or exercisable
within 60 days of May 16, 2001.
Includes 33,000 shares which Mr. Holmes has the right to acquire upon
the exercise of options currently exercisable or exercisable within
60 days of May 16, 2001.
Consists of 30,000 shares which Dr. Klein has the right to acquire
upon the exercise of options currently exercisable or exercisable
within 60 days of May 16, 2001.
Includes 30,000 shares which Mr. Lind has the right to acquire upon
the exercise of options currently exercisable or exercisable within
60 days of May 16, 2001. Also includes, 3,731,800 shares owned
directly by four investment advisory clients for which Blum Capital
Partners, L.P. is the investment adviser with voting and investment
discretion, three limited partnerships for which Blum Capital
Partners 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 9, 2001. 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 13, 2001. The
reporting entity's address is 75 State Street, Boston, MA 02109.
Includes information derived from the last Schedule 13D filed with
the Securities and Exchange Commission as of May 21, 1999, adjusted
for stock sales reported on a recently filed Form 4 dated April 9,
2001 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 16, 2001. The reporting entity's
address is 909 Montgomery Street, #400, San Francisco, CA 94133
This information has been derived from a Schedule 13G filed with the
Securities and Exchange Commission as of February 9, 2001. 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 9, 2001. The
reporting entity's address is 100 Vanguard Boulevard, VM #V34,
Malvern, PA 19355.
This information has been derived from a Schedule 13G filed with the
Securities and Exchange Commission as of February 12, 2001. The
reporting entity's address is 500 Boylston Street, Boston,
Massachusetts 02116.
Includes 1,350,184 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 16, 2001.
7
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, except that in the case of Mr.
Lind, through inadvertence one option grant was not reported in a timely
manner.
COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE REPORT
ON EXECUTIVE COMPENSATION(1)
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 March 31, 2001 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 31, 2001, 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 March 31, 2001 the Company's executive
bonus program was tied primarily to the achievement by the Company and by
individual business units of predetermined goals relating primarily to
earnings per share, operating margin, revenue growth and individual
performance goals. Under the program, attain-
[FN]
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The material in this report, including the audit committee charter,
is not "soliciting material," is not deemed filed with the commission
and is not to be incorporated by reference in any filing of the
Company under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, whether made before or
after the date hereof and irrespective of any general incorporation
language in any such filing.
8
ment of these predetermined goals resulted in payment of bonuses, 50% of
which payment was made in the form of grants to purchase the Company's
common stock and 50% of which was paid in cash. During fiscal year 2002,
the executive bonus program will be more heavily weighted toward payment
for the achievement of the Company's earnings per share and revenue
targets.
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 31, 2001) is
included in the tables following this report. In determining the number of
options granted to executive officers during the last fiscal year ended
March 31, 2001, 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
With the approval of the Compensation and Management Development
Committee in May 2000, Mr. Peterson received a salary for the fiscal year
ended March 31, 2001 of $438,854. The Committee did not grant Mr. Peterson
any new options to purchase shares of the Company's Common Stock during the
fiscal year ended March 31, 2001 as Mr. Peterson received a two-year grant
with options to purchase up to 280,000 shares of the Company's common stock
in May 2000, of which one-half vested as of March 31, 2001 and the
remaining one-half as of March 31, 2002.
In recognition of the Company's performance during the fiscal year
ended March 31, 2001, the Compensation and Management Development Committee
in May 2001 awarded Mr.Peterson a cash bonus of $301,398.
COMPENSATION AND MANAGEMENT
DEVELOPMENT COMMITTEE
Sir Stuart Burgess
Donna C.E. Williamson
Benjamin L. Holmes
N. Colin Lind
Ronald G. Gelbman
9
COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
During the fiscal year ended March 31, 2001 the members of the
Compensation and Management Development Committee were Sir Stuart Burgess,
Donna C.E. Williamson, Benjamin L. Holmes, N. Colin Lind, and 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 2001.
EXECUTIVE COMPENSATION
The following table sets forth all compensation earned by the
Company's Chief Executive Officer and four executive officers of the
Company (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 31, 2001, April 1, 2000 and April 3, 1999.
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 2001 $438,854(4) $301,398(4) $ 175,767(3)(4)(5) 280,000
President & CEO 2000 $430,744(4) $172,990(4) $ 504,091(3)(4)(5) -
1999 $394,658(4) $150,000(4) $ 176,642(3)(4)(5) 91,574
Ronald J. Ryan 2001 $281,560 $ 60,475 $ 9,504(3) 19,174 $6,000
CFO & Sr. Vice President, 2000 $264,370 $ 77,031 $ 9,571(3) 46,508 $6,000
Finance 1999 $249,995 $ 81,775 $ 9,332(3) 50,000
Stephen C. Swenson 2001 $ 85,000(6) $ 25,000(6) $ 23,601(3)(5) 100,000
Executive Vice President,
Worldwide Sales and
Marketing
Timothy Surgenor 2001 $260,000 $ 50,000 $ 8,940(3) 19,453
Executive Vice President 2000 $ 50,000(6) $ -(6) 2,204(3) 250,000
Thomas Headley 2001 $230,055(6) $ 35,539(6) $1,023,422(5)(6) 70,000 $3,450
Executive Vice President, 2000 $198,245 $ 55,000
Research and Development 1999 $178,750 $ 36,000
10
- --------------------
Salary and bonus amounts are presented in the year earned. The
payment of such amounts may have occurred in other years.
Includes matching contributions made by the Company under its 401(k)
Plan: (i) in 2001: for Mr. Ryan $6,000, for Mr. Headley $3,450 (ii)
in 2000: for Mr. Ryan $6,000.
Includes the following amounts paid by the Company with respect to
company-owned vehicles or auto allowances: (i) in 2001: for Mr.
Peterson $22,106, for Mr. Ryan $6,850, for Mr. Surgenor $8,400, for
Mr. Swenson $2,800, for Mr. Headley $4,200 (ii) in 2000: for Mr.
Peterson $23,673, for Mr. Ryan $6,850, for Mr. Surgenor $2,100 (ii)
in 1999: for Mr. Peterson $23,765, for Mr. Ryan $5,282.
Amounts are translated into U.S. dollars using average monthly
exchange rates with the exception of amounts for salary and bonus
paid to Mr. Peterson during fiscal years ended 2001 and 2000 which
are paid to Mr. Peterson in Swiss francs converted from U.S. dollars
using a fixed exchange rate of 1.5.
Includes the following amounts for housing allowances for Mr.
Peterson: in 2001 $48,057, in 2000 $65,198, in 1999 $104,938.
Includes the following amounts for travel allowances for Mr.
Peterson: in 2001 $13,644, in 2000 $59,642, in 1999 $2,018. Includes
the following amounts for tax equalization payments for Mr. Peterson:
in 2001 $75,779, in 2000 $337,235. Includes the following amounts for
relocation expenses (i) in 2001: for Mr. Swenson $19,953 (ii) in
2000: for Mr. Peterson $33,333. Includes a $1,019,004 one-time
signing bonus for Mr. Headley in 2001.
Mr. Swenson was hired effective December 5, 2000 at an annual rate of
$260,000. Mr. Surgenor was hired effective January 31, 2000. From
April 2, 2000 through September 17, 2001, Mr. Headley was compensated
as an employee of Transfusion Technologies Corporation. Effective
September 18, 2000 with the acquisition of Transfusion Technologies
Corporation by Haemonetics, Mr. Headley began receiving his
compensation as an employee of Haemonetics Corporation at an annual
rate of $230,000.
11
Option Grants in Fiscal Year Ended March 31, 2001
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 31, 2001. 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(4)
Options in the Fiscal Price Expiration -------------------------------
Granted Year 2001 Per Share Date 5% 10%
-----------------------------------------------------------------------------------------
James L. Peterson 280,000(1) 23.43 $22.9063 5/1/2010 $4,033,581.72 $10,221,888.02
Ronald J. Ryan 19,174(1) 1.60 $22.9063 5/1/2010 $ 276,213.91 $ 699,980.29
Stephen C. Swenson 100,000(2) 8.37 $30.1875 1/23/2011 $1,898,475.65 $ 4,811,110.05
Timothy Surgenor 13,744(1) 1.15 $22.9063 5/1/2010 $ 197,991.24 $ 501,748.67
2,302(1) 0.19 $22.9063 5/1/2010 $ 33,161.80 $ 84,038.52
3,407(2) 0.29 $22.9063 5/1/2010 $ 49,080.05 $ 124,378.47
Thomas D. Headley 70,000(3) 5.86 $23.7813 10/23/2010 $1,046,915.23 $ 2,653,088.73
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Options vest at the rate of 50% on March 31, 2001 and 50% March 31,
2002, and are exercisable once vested subject to the terms and
conditions of the respective option agreements.
Options vest at the rate of 25% per year over the four years
following the grant date (except in the case of death, termination or
retirement).
Of these options 20,545 vested immediately upon grant. The remaining
options vest 50%/50% over the two years following the first day of
active employment. The options are exercisable once vested subject to
the terms and condition of the option agreement.
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 16, 2001 the closing price of the Company's Common
Stock on the New York Stock Exchange was $30.80.
12
Aggregated Option Exercises in Fiscal Year
Ended March 31, 2001 and Option Values at March 30, 2001
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 31, 2001.
Number of Unexercised Value of Unexercised
Shares Options at March 31, 2001 Options at March 31, 2001(1)
Acquired Value ---------------------------- ------------------------------
on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
-----------------------------------------------------------------------------------------
James L. Peterson 0 $0 634,605 245,395 $9,354,107.93 $3,213,089.91
Ronald J. Ryan 0 $0 87,216 78,466 $1,379,944.71 $1,236,842.84
Stephen C. Swenson 0 $0 0 100,000 $ 0.00 $ 291,250.00
Timothy Surgenor 0 $0 70,523 198,930 $ 507,952.81 $1,395,020.25
Thomas D. Headley 0 $0 20,545 49,455 $ 191,452.69 $ 460,856.31
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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 30,
2001, which was $33.10.
13
COMPARATIVE PERFORMANCE GRAPH
The following graph compares the cumulative total return for the five
year period commencing March 31, 1996 through March 31, 2001 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, 1996 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.
3/31/96 3/31/97 3/31/98 3/31/99 3/31/00 3/31/01
--------------------------------------------------------------
Haemonetics Corporation $100 107 108 94 135 199
S&P 500 $100 120 177 210 248 194
S&P Medical Products & Supplies $100 110 159 208 217 221
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 30, 2002. A representative of
Arthur Andersen, LLP is expected to be present at the meeting to respond to
appropriate questions.
14
AUDIT COMMITTEE REPORT(1)
The Audit Committee of the Board of Directors, (the "Committee"), is
comprised of three or more independent directors, as determined by the
Board, and operates under a written charter adopted by the Board, (attached
as Exhibit A). The members of the Audit Committee are Benjamin L. Holmes,
chairman, Donna C.E. Williamson, Ronald G. Gelbman and Sir Stuart Burgess.
The Audit Committee provides general oversight of the Company's
financial reporting and disclosure practices, system of internal controls,
and the Company's processes for monitoring compliance by the Company with
Company policies. The 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, and internal audit, various matters
related to its internal accounting controls. During the last fiscal year,
there were four meetings of the Audit Committee.
Management is responsible for the Company's internal controls and the
financial reporting process. The independent auditors are responsible for
performing an independent audit of the Company's consolidated financial
statements in accordance with generally accepted auditing standards and
issuing a report thereon. The Audit Committee is responsible for overseeing
and monitoring the quality of the Company's accounting and auditing
practices.
In this context, the Audit Committee reviewed and discussed the
Company's audited financial statements with management and with the
Company's independent auditors. Management represented to the Committee
that the Company's consolidated financial statements were prepared in
accordance with generally accepted accounting principles. Discussions about
the Company's audited financial statements included the auditor's judgments
about the quality, not just the acceptability, of the accounting
principles, the reasonableness of significant judgments and the clarity of
disclosures in its financial statements. The Committee also discussed with
the auditors other matters required by Statement on Auditing Standards,
("SAS") No. 61 "Communication with Audit Committees", as amended by SAS No.
90, "Audit Committee Communications."
The Company's auditors provided to the Committee written disclosures
required by the Independence Standards Board Standard No. 1 "Independence
Discussion with Audit Committees." The Committee discussed with the
auditors their independence from the Company, and considered the
compatibility of non-audit services with the auditor's independence.
Fees paid to the Company's independent auditors' firm for fiscal
2001were comprised of the following:
Aggregate Audit Fees (for annual and quarterly reviews) $394,000
Aggregate other services including tax 528,000
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The material in this report, including the audit committee charter,
is not "soliciting material," is not deemed filed with the commission
and is not to be incorporated by reference in any filing of the
Company under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, whether made before or
after the date hereof and irrespective of any general incorporation
language in any such filing.The
15
Based on the Committee's discussion with management and the auditors,
and the Committee's review of the representations of management and the
report of the auditors to the Committee, the Committee recommended to the
Board that the audited financial statements be included in the Company's
Annual Report on Form 10-K for the year ended March 31, 2001 filed with the
Securities and Exchange Commission.
AUDIT COMMITTEE
Benjamin L. Holmes
Donna C.E. Williamson
Ronald G. Gelbman
Sir Stuart Burgess
STOCKHOLDER PROPOSALS
Any proposal submitted for inclusion in the Company's Proxy Statement
and form of proxy relating to the 2002 Annual Meeting of Stockholders must
be received at the Company's principal executive offices in Braintree,
Massachusetts on or before February 25, 2002. 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 2002 Annual Meeting on or before May 11, 2002, then in
such event, the management proxies shall be allowed to use their
discretionary voting authority when the proposal is raised at the 2002
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
June 25, 2001 Clerk
16
Exhibit A
HAEMONETICS CORPORATION
CHARTER AND POWERS OF THE AUDIT COMMITTEE
I. PURPOSE
The Audit Committee (the "Committee") has been appointed by the Board
of Directors (the "Board") to provide general oversight of the Company's
financial reporting and disclosure practices, system of internal controls,
and the Company's processes for monitoring compliance by the Company with
Company policies. While the Committee has the powers and duties set forth
in this Charter, it is not the responsibility of the Committee to plan or
conduct audits or to determine that the Company's financial statements are
complete and accurate and are in accordance with generally accepted
accounting principles. Nor is it the duty of the Committee to conduct
investigations, to resolve disagreements, if any, between management and
the independent accountants or to assure compliance with Company policies.
In performing its functions, it is the responsibility of the Committee to
endeavor to facilitate free and open communication among the independent
accountants, the internal auditors, the Board and the Company's management.
II. COMPOSITION
The Committee shall be comprised of three or more directors, as
determined by the Board, each of whom shall be independent and financially
literate, and at least one of whom shall have accounting or related
financial management expertise, all as prescribed in the requirements
adopted from time to time by the New York Stock Exchange.
III. RESPONSIBILITIES
In carrying out its oversight responsibilities the Committee shall:
1. Review this Charter at least annually.
2. Meet as frequently as circumstances require (generally four times
per year). The Committee may ask members of management or others to attend
meetings and provide pertinent information as necessary.
3. Create an agenda for the ensuing year.
4. Review the performance of the independent accountants and make
recommendations to the Board of Directors annually regarding the
appointment or termination of the independent accountants. The independent
accountants shall ultimately be accountable to the Board and the Committee,
as representatives of the shareholders; and the Board, after considering
the recommendation of the Committee, shall have the ultimate authority and
responsibility to select, evaluate and, where appropriate, replace the
independent accountants.
A-1
5. Confer with the independent accountants and the internal auditors
concerning the scope of their examinations of the books and records of the
Company and its subsidiaries; review and approve the independent
accountants' annual engagement letter; review and approve the Company's
internal audit charter, annual audit plans and budgets; direct the special
attention of the auditors to specific matters or areas deemed by the
Committee or the auditors to be of special significance; and authorize the
auditors to perform such supplemental reviews or audits as the Committee
may deem desirable.
6. Review with management, the independent accountants and internal
auditors significant risks and exposures (and assess the steps management
has taken to minimize such risks), audit activities and significant audit
findings.
7. Review and discuss with the independent accountants their annual
written statement delineating all relationships between the independent
accountants and the Company, consistent with Independence Standards Board
Standard No. 1, including in particular the range and cost of audit and
non-audit services performed by the independent accountants; and actively
engage in a dialogue with the independent accountants with respect to any
disclosed relationships or services, including non-audit services, that may
impact the objectivity and independence of the independent accountants and
recommend that the Board take appropriate action in response to the
independent accountants' report to satisfy itself of the independent
accountants' independence.
8. Review, in consultation with the independent accountants, the
integrity of the Company's financial reporting processes, both internal and
external.
9. Review the Company's audited annual financial statements and the
independent accountants' opinion rendered with respect to such financial
statements. In reviewing the Company's audited annual financial statements,
the Committee shall confer with the Company's independent accountants,
management and internal auditors and consider the following:
* The nature and extent of any significant changes in accounting
principles or the application thereof; significant judgment
areas; significant risks and exposures and the steps management
have taken to minimize such risks to the Company.
* The independent accountants' judgments on the quality,
appropriateness and consistent application of the Company's
accounting principles, disclosures and underlying estimates in
the financial statements.
* The effectiveness and adequacy of the Company's internal auditing
procedures and systems of internal control, including
computerized information system controls and security and
internal controls and procedures relating to executive travel and
entertainment.
* The annual report from management assessing the Company's
internal controls.
* The recommendations of the independent accountants and internal
auditors regarding internal controls and other matters relating
to the accounting procedures and the books and records of the
Company and its subsidiaries, including review of the correction
of controls deemed to be deficient.
A-2
* Adequacy of internal controls to expose any payments,
transactions or procedures that might be deemed illegal or
otherwise improper.
* Any comments and recommendations of the independent accountants,
including any serious difficulties or disputes with management
encountered during the course of the audit.
10. Prior to any public announcement, discuss with the independent
accountants and financial management quarterly financial results and the
results of the independent accountants' review, including the independent
accountants' judgments on the quality and consistent application of the
Company's accounting principles, disclosures and underlying estimates in
the quarterly financial statements, significant adjustments, management
judgments and accounting estimates, significant new accounting policies,
and disagreements with management and whether these factors have affected
the quality of the Company's financial reporting. Discussion may be with
the Committee as a whole or a member designated by the Chairman, in person
or by telephone conference call.
11. Discuss with the independent accountants the matters required to
be discussed by Statement on Auditing Standards No. 61 relating to the
conduct of the audit.
12. Make a recommendation to the Board as to whether the audited
financial statements should be included in the Company's Annual Report on
Form 10-K.
13. Provide any recommendation, certifications and reports that may
be required by the New York Stock Exchange or the Securities and Exchange
Commission. The report required by the Securities and Exchange Commission
to be included in the Company's annual proxy statement shall affirm that
the Committee is governed by a charter and has (i) reviewed and discussed
the audited financial statements with management, (ii) discussed with the
independent accountants the matters required to be discussed by SAS 61,
(iii) receive the written disclosures and the letter from the independent
accountants required by Independent Standards Board Standard No. 1 and has
discussed with the independent accountants the independent accountants'
independence, including the compatibility of non-audit services with the
accountant's independence, and (iv) recommended to the Board that the
audited financial statements be included in the Company's Annual Report on
Form 10-K.
14. Review with appropriate Company personnel, including the General
Counsel, the actions taken to ensure compliance with the Company's Code of
Conduct and the results of confirmations and violations of such Code.
15. Review the programs and policies of the Company designed to
ensure compliance with Company policies.
16. Review the procedures established by the Company that monitor the
compliance by the Company with its loan and indenture covenants and
restrictions.
17. Meet periodically with the independent auditors, the Director of
Internal Audit and management in separate executive sessions to discuss any
matters that the Committee or these groups believe should be discussed
privately with the Committee, such as the independent auditors' evaluation
of the Company's financial, accounting, and auditing personnel, the
cooperation that the independent accountants received during the course of
the audit and time pressures the independent accountants may be
experiencing;
A-3
18. Review accounting and financial human resources and financial
succession planning within the Company.
19. Report through its Chairman to the Board of Directors following
the meeting of the Committee.
20. Maintain minutes or other records of meetings and activities of
the Committee.
21. Conduct or authorize investigations into any matters within the
Committee's scope of responsibilities that it determines appropriate. The
Committee shall be empowered to retain independent counsel, accountants, or
others to assist it in the conduct of any investigation.
22. Consider such other matters in relation to the financial affairs
of the Company and its accounts, and in relation to the internal and
external audit of the Company as the Committee may, in its discretion,
determine to be advisable.
23. Periodically self-assess the financial and other qualifications
of Committee members against those skills needed to fulfill its roles and
responsibilities. Develop and implement a plan to address any skill gaps.
1059-PS-2001
A-4
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
REVOCABLE PROXY
HAEMONETICS CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
JULY 24, 2001
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 24, 2001 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 hereon.
1. ELECTION OF DIRECTORS: With- For All
Dr. Yutaka Sakurada For hold Except
Donna C.E. Williamson [ ] [ ] [ ]
Dr. Harvey Klein
INSTRUCTION: To withhold authority to vote for any individual nominee,
mark "For All Except" and write that nominee's name in the space provided
below.
---------------------------------------------------------------
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.
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.
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.
Please be sure to sign and date ----------------------------
this Proxy in the box below. |Date |
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| |
| |
| |
---Stockholder sign above------Co-holder (if any) sign above---
Detach above card, sign, date and mail in postage paid envelope provided.
----------------------------------------------------------------------------
|PLEASE DATE AND SIGN THIS PROXY IN THE SPACE PROVIDED ABOVE AND RETURN |
|IT IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE |
|MEETING IN PERSON. |
----------------------------------------------------------------------------
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
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