-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S/357+oAyyHwErTxFPffDwbQFapOYJaxhU1aujXlZmA3KGuktOnnxy/YkaefoFQj cD/P+IUr51AMwOX6BhRhig== 0001072993-00-000110.txt : 20000221 0001072993-00-000110.hdr.sgml : 20000221 ACCESSION NUMBER: 0001072993-00-000110 CONFORMED SUBMISSION TYPE: PRE 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000310 FILED AS OF DATE: 20000218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNBIOTICS CORP CENTRAL INDEX KEY: 0000719483 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 953737816 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: SEC FILE NUMBER: 000-11303 FILM NUMBER: 549160 BUSINESS ADDRESS: STREET 1: 11011 VIA FRONTERA CITY: SAN DIEGO STATE: CA ZIP: 92127 BUSINESS PHONE: 6194513771 PRE 14A 1 PRELIMINARY PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [_] Check the appropriate box: [X] Preliminary Proxy Statement [_] Definitive Proxy Statement [_] Definitive Additional Materials [_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 SYNBIOTICS CORPORATION (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) (NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [_] Fee paid previously with preliminary materials. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: SYNBIOTICS CORPORATION ---------------- PROXY STATEMENT WRITTEN CONSENT SOLICITATION OF SHAREHOLDERS MARCH 10, 2000 ---------------- These proxy statement materials and the enclosed Consent are being mailed in connection with the solicitation of written consents by the Board of Directors of Synbiotics Corporation, a California corporation (the "Company"). These materials will be first mailed to shareholders of record beginning on approximately March 13, 2000. The mailing address of the principal executive office of the Company is 11011 Via Frontera, San Diego, California 92121. Consents are to be submitted by no later than April 30, 2000 to the Company at such address. VOTING RIGHTS AND SOLICITATION Any shareholder executing a Consent has the power to revoke it at any time before April 30, 2000 (or, if earlier, the date on which at least the minimum number of shares have consented in order to approve each item) by delivering written notice of such revocation to the Secretary of Synbiotics. The cost of soliciting Consents will be paid by the Company and may include reimbursement paid to brokerage firms and others for their expense in forwarding solicitation material. Solicitation will be made primarily through the use of the mail but regular employees of the Company may, without additional remuneration, solicit Consents personally by telephone. The record date for determining those shareholders who are entitled to give Consents has been fixed as March 6, 2000. At the close of business on the record date, the Company had 9,335,667 issued and outstanding shares of Common Stock (the "Common Stock"). Each share of Common Stock is entitled to one vote on the proposed matter. On the proposed matter, which requires the affirmative vote of a majority of the outstanding shares, abstentions (including failures to return Consents) and broker nonvotes have the same effect as a negative vote. PROPOSAL 1 AMENDMENT OF THE ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY The Company proposes to amend the Company's articles of incorporation so that ARTICLE ONE reads, in its entirety: ARTICLE ONE: THE NAME OF THE CORPORATION IS "W3 INC." THE PROPOSED AMENDMENT WILL NOT ALTER OR MODIFY THE RIGHTS, PRIVILEGES OR RESTRICTIONS OF THE COMPANY'S COMMON STOCK. APPROVAL OF THE AMENDMENT WILL REQUIRE THE AFFIRMATIVE WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF THE COMPANY'S COMMON STOCK. THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS SIGN AND RETURN CONSENTS FOR THE PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth the beneficial ownership of the Company's common stock as of January 31, 2000, of each of the Company's directors, 5% shareholders and the five most highly compensated executive officers, and of the directors and executive officers of the Company as a group. Except as noted, each person has sole investment and voting power over the shares shown. Percentages are calculated in accordance with the method set forth in the Securities and Exchange Commission's rules.
AMOUNT AND NATURE OF PERCENT NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNER OF CLASS - ------------------------------------ ---------------- -------- Patrick Owen Burns(1)................................. 40,250 * 22 Sidney Place Brooklyn, NY 11201 Kenneth M. Cohen(1)................................... 278,204 2.9% c/o Synbiotics Corporation 11011 Via Frontera San Diego, CA 92127 Rigdon Currie......................................... -- * PO Box 1120 Point Reyes Station, CA 94956 James C. DeCesare(1).................................. 43,000 * 5260 S. Landings Drive, #200 Ft. Myers, FL 33919 Brenda D. Gavin, DVM(4)............................... 981,902 10.5% c/o S. R. One, Limited Bay Colony Executive Park 565 Swedesford Road Suite 315 Wayne, PA 19087 Michael K. Green(1)................................... 116,031 1.2% c/o Synbiotics Corporation 11011 Via Frontera San Diego, CA 92127
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AMOUNT AND NATURE OF PERCENT NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNER OF CLASS - ------------------------------------ ---------------- -------- Francois Guillemin(1)............................... 68,924 * c/o Synbiotics Europe, SAS 2 rue Alexander Fleming 69367 Lyons, Cedex 07, France Joseph Klein III(1)................................. 47,150 * 1724 Hillside Road Stevenson, MD 21153 Serge Leterme, Ph.D.(1)............................. 36,187 * c/o Synbiotics Corporation 11011 Via Frontera San Diego, CA 92127 Colin Lucas-Mudd.................................... -- * c/o W3Commerce LLC 125 S Tremont Street Suite C Oceanside, CA 92054 Donald E. Phillips(1)............................... 76,750 * 372 Fannin Landing Circle Brandon, MS 39042 Paul A. Rosinack(1)................................. 99,491 1.1% c/o Synbiotics Corporation 11011 Via Frontera San Diego, CA 92127 Dimensional Fund Advisors Inc.(2)................... 503,300 5.4% 1299 Ocean Avenue 11th Floor Santa Monica, CA 90401 Gruber & McBaine Capital Management(3).............. 1,100,100 11.8% c/o John P. Broadhurst, Esq. Shartsis, Friese & Ginsburg One Maritime Plaza 18th Floor San Francisco, CA 94111 Edward T. Maggio, Ph.D(5)........................... 461,999 5.0% c/o Structural Bioinformatics, Inc. 10959 Technology Place San Diego, CA 92127 Merial SAS.......................................... 621,378 6.7% 29 Avenue Tony Garnier 69007 Lyons France S. R. One, Limited(4)............................... 962,652 10.3% Bay Colony Executive Park 565 Swedesford Road Suite 315 Wayne, PA 19087 All executive officers and directors as a group(1)(3) (11 persons)........................... 1,789,489 18.0%
- -------- * Less than one percent. (1) Includes options to purchase shares of common stock, which are exercisable on or before March 31, 2000, as follows: Mr. Burns--40,250 shares; Mr. Cohen 178,125 shares; Mr. DeCesare--34,125 shares; 3 Dr. Gavin--19,250 shares; Mr. Green--107,500 shares; Mr. Guillemin--45,312; Mr. Klein--12,250; Dr. Leterme--32,812; Mr. Phillips--61,750 shares; Mr. Rosinack--87,357 shares. (2) Dimensional Fund Advisors Inc. ("Dimensional"), an investment advisor registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts. These investment companies, trusts and accounts are the "Funds". All of the shares are owned by the Funds. In its role as investment adviser or manager, Dimensional possesses voting and/or investment power over the shares that are owned by the Funds. Dimensional disclaims beneficial ownership of the shares owned by the Funds. (3) 485,400 shares are owned by a group of managed investment accounts who have granted their respective powers of attorney to Gruber & McBaine Capital Management LLC ("GMCM") to handle any and all necessary filings with respect to voting and dispositive power of these securities. The remaining 614,700 shares are owned by a group of four persons who granted their respective powers of attorney to GMCM to handle any and all necessary filings with respect to voting and dispositive power of these securities. The direct ownership of these 614,700 shares is as follows: Jon D. Gruber ("Gruber")--91,900 shares; J. Patterson McBaine ("McBaine")--99,200 shares; Lagunitas Partners, a California Limited Partnership ("Lagunitas")--232,500 shares; Proactive Partners, a California Limited Partnership ("Proactive")--191,100 shares. Gruber and McBaine are the member managers of GMCM. GMCM is the general partner of Lagunitas. Gruber and McBaine are general partners in the entity which is the general partner of Proactive. Gruber and McBaine disclaim beneficial ownership of the shares held by Lagunitas and Proactive except to the extent of their respective pecuniary interests. GMCM disclaims beneficial ownership of the shares held by Gruber, McBaine, Lagunitas and the group of managed investment accounts. (4) Includes 962,652 shares owned by S. R. One, Limited, of which Dr. Gavin is a Vice President. Dr. Gavin disclaims any beneficial ownership of these shares. (5) Includes options to purchase 6,999 shares of common stock, which are exercisable on or before March 31, 2000, held by Dr. Maggio. DISSENTERS' RIGHTS California law does not provide for dissenters' rights with respect to the proposal being acted upon. SHAREHOLDER PROPOSALS FOR 2000 PROXY STATEMENT Under the present rules of the Securities and Exchange Commission, the deadline for shareholders to submit proposals to be considered for inclusion in the Company's Proxy Statement for the 2000 Annual Meeting of Shareholders was January 7, 2000. Such proposals may be included in the 2000 Proxy Statement if they comply with certain rules and regulations promulgated by the Securities and Exchange Commission. The 2000 Proxy Statement will disclose the deadline for shareholders to submit proposals to be considered for inclusion in the Company's Proxy Statement for the 2001 Annual Meeting of Shareholders. By Order of the Board of Directors Dated: March 10, 2000 Michael K. Green Secretary 4 - -------------------------------------------------------------------------------- SYNBIOTICS CORPORATION WRITTEN CONSENT SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS Please return the consent promptly to the Company at 11011 Via Frontera, San Diego, California 92127. This consent form must be received by Synbiotics Corporation by no later than the deadline stated in the Proxy Statement in order for your vote to count. PLEASE DATE, SIGN AND RETURN THIS CONSENT CARD PROMPTLY IN THE ENCLOSED ENVELOPE (See reverse side) - -------------------------------------------------------------------------------- FOLD AND DETACH HERE Please mark your votes as indicated [X] in this example The Board of Directors recommends a vote FOR proposal 1. 1. APPROVAL OF THE AMENDMENT OF THE FOR AGAINST ABSTAIN ARTICLES OF INCORPORATION TO CHANGE [ ] [ ] [ ] THE NAME OF THE COMPANY TO "W3 INC."
Shareholder's Signature ___________________________ Dated_______________, 2000 Shareholder's Signature ___________________________ Dated_______________, 2000 Please sign exactly as your name appears on this Consent. If signing for trusts, estates, partnerships, or corporations, title or capacity should be stated. If shares are held jointly, each holder should sign. - -------------------------------------------------------------------------------- FOLD AND DETACH HERE -----END PRIVACY-ENHANCED MESSAGE-----