PROPOSAL 1
ELECTION OF DIRECTORS
There are five nominees for the five Board of Directors positions
presently authorized by the Board pursuant to the Company's Amended and Restated
Certificate of Incorporation and Bylaws. Each director to be elected will hold
office until the next annual meeting of stockholders and until his successor is
elected and has qualified, or until such director's earlier death, resignation
or removal. Each nominee listed below is currently a director of the Company,
four directors having been elected by the stockholders, and one director, Dr.
Simon Stertzer, having been elected by the Board.
Shares represented by executed proxies will be voted, if authority to
do so is not withheld, for the election of the five nominees named below. In the
event that any nominee should be unavailable for election as a result of an
unexpected occurrence, such shares will be voted for the election of such
substitute nominee as management may propose. Each person nominated for election
has agreed to serve if elected and management has no reason to believe that any
nominee will be unable to serve.
Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF EACH NAMED NOMINEE.
NOMINEES
The names of the nominees and certain information about them are set
forth below:
PRINCIPAL OCCUPATION/
NAME AGE POSITION HELD WITH THE COMPANY
---- --- ------------------------------
Bradly A. Jendersee ........... 35 Chairman of the Board of Directors, Chief Executive
Officer and President
Robert D. Lashinski ........... 35 Vice President of Research and Development and
Director
John D. Miller ................ 39 Vice President of Finance, Chief Financial Officer,
Secretary, Treasurer and Director
Dr. J. Irawan Sugeng (1)(2) ... 60 Director
Dr. Simon Stertzer (1)(2) ..... 60 Director
- -----------------------
(1) Member of Audit Committee.
(2) Member of Compensation Committee.
|
Bradly A. Jendersee is a founder of the Company and has served as
Chairman of the Board of Directors, Chief Executive Officer and President since
August 1993, as Director of Research and Development from October 1991 to June
1992 and as Vice President of Operations from June 1992 to August 1993. Prior to
joining the Company, Mr. Jendersee served as a Principal Research and
Development Engineer at Schneider (USA) Inc., a medical device manufacturer and
subsidiary of Pfizer Inc. ("Schneider") from February 1991 to October 1991, and
as the Research and Development Engineering Manager of Angioplasty Products with
Mallinckrodt Medical, Inc., Cardiology Division, a medical device manufacturer
from September 1989 to February 1991. Mr. Jendersee also served with Advanced
Cardiovascular Systems, Inc., a subsidiary of Eli Lilly and Company ("ACS"), for
over three years. Mr. Jendersee holds a B.S. degree from the University of
Minnesota.
2
Robert D. Lashinski has served as Vice President of Research and
Development since January 1995 after joining the Company in July 1992 as
Director of Research and Development. Mr. Lashinski has served as a director of
the Company since August 1993. Mr. Lashinski was employed with Schneider from
October 1990 to June 1992 in both manufacturing and research and development
capacities. In 1989, Mr. Lashinski was a founder of Danforth Biomedical Inc.,
which focuses on the research and development of vascular therapeutic devices.
Prior to 1989 Mr. Lashinski served with ACS in the capacities of Advanced
Development Engineer and Manager of Equipment Design and Development for its
pilot and manufacturing facilities. Mr. Lashinski holds a B.S. degree from the
University of Minnesota.
John D. Miller, C.P.A. is a founder of the Company and has served as
Vice President of Finance since January 1996, Secretary since May 1995 and Chief
Financial Officer, Treasurer and a director since the Company's inception in
July 1991. Prior to his position as Vice President of Finance, Mr. Miller served
as Director of Finance from July 1991 to January 1996. Mr. Miller performed his
duties to the Company as a consultant from July 1991 to January 1995 when he
began devoting his full working time to the Company. A graduate of Hofstra
University, Mr. Miller was a partner in a New York accounting firm until 1990,
when he went into private practice. Mr. Miller is a member of the American
Institute of Certified Public Accountants and the New York State Society of
Certified Public Accountants.
Dr. J. Irawan Sugeng has served as a director of the Company since
1991. Dr. Sugeng has been a teaching staff cardiologist at University of
Indonesia Hospital, Jakarta, Indonesia for the last five years. Dr. Sugeng holds
a medical degree from Airlangga University.
Dr. Simon Stertzer has served as a director of the Company since
January 1996. Since 1994, Dr. Stertzer has been a cardiologist at Stanford
University Medical Center and a Clinical Professor of Medicine at Stanford
University School of Medicine. Dr. Stertzer is also an executive officer of
Quanam Medical Corporation, a medical device manufacturer. From 1983 to 1994,
Dr. Stertzer was an Associate Clinical Professor of Medicine at the University
of California, San Francisco. From 1983 to 1994, he was also Director, Cardiac
Catheterization Laboratory, from 1983 to 1992, Director, Medical Research, and
from 1992 to 1994, Director, Interventional Cardiology, all at the San Francisco
Heart Institute, Seton Medical Center.
BOARD COMMITTEES AND MEETINGS
During the fiscal year ended June 30, 1996, the Board of Directors held
five meetings. The Board has an Audit Committee and a Compensation Committee.
The Board does not have a Nominating Committee.
The Audit Committee reviews with the Company's independent auditors the
results of the annual audit and discusses the financial statements; recommends
to the Board the independent auditors to be retained; and receives and considers
the accountants' comments as to controls, adequacy of staff and management
performance and procedures in connection with audit and financial controls. The
Audit Committee is composed of two non-employee directors: Drs. Sugeng and
Stertzer. The Audit Committee met one time during the fiscal year ended June 30,
1996.
The Compensation Committee makes recommendations concerning
compensation levels for officers and members of the Board, administers the 1996
Equity Incentive Plan and performs such other functions regarding compensation
as the Board may delegate. The Compensation Committee is composed of two
non-employee directors: Drs. Sugeng and Stertzer. The Compensation Committee met
two times during the fiscal year ended June 30, 1996.
During the fiscal year ended June 30, 1996, all directors except Dr.
Sugeng attended at least 75% of the aggregate of the meetings of the Board and
of the committees on which he served, held during the period for which he was a
director or committee member.
3
|