0000912057-01-537663.txt : 20011112
0000912057-01-537663.hdr.sgml : 20011112
ACCESSION NUMBER: 0000912057-01-537663
CONFORMED SUBMISSION TYPE: PRRN14A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011105
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: IMMUCOR INC
CENTRAL INDEX KEY: 0000736822
STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835]
IRS NUMBER: 222408354
STATE OF INCORPORATION: GA
FISCAL YEAR END: 0531
FILING VALUES:
FORM TYPE: PRRN14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-14820
FILM NUMBER: 1774947
BUSINESS ADDRESS:
STREET 1: 3130 GATWAY
STREET 2: PO BOX 5625
CITY: NORCROSS
STATE: GA
ZIP: 30091
BUSINESS PHONE: 7704412051
MAIL ADDRESS:
STREET 1: 3130 GATEWAY DR
STREET 2: P O BOX 5625
CITY: NORCROSS
STATE: GA
ZIP: 30091-5625
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: KAIROS PARTNERS LP
CENTRAL INDEX KEY: 0001122689
STANDARD INDUSTRIAL CLASSIFICATION: []
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: PRRN14A
BUSINESS ADDRESS:
STREET 1: 600 LONGWATER DRIVE
STREET 2: SUITE 204
CITY: NORWELL
STATE: MA
ZIP: 02061
BUSINESS PHONE: 7816351100X1123
MAIL ADDRESS:
STREET 1: 600 LONGWATER DR.
STREET 2: SUITE 204
CITY: NORWELL
STATE: MA
ZIP: 02061
PRRN14A
1
a2061992zprrn14a.txt
PRRN14A
PRELIMINARY PROXY STATEMENT
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X]Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
[ ]Definitive Proxy Statement Only (as Permitted by Rule 14a-6(e)(2))
[ ]Definitive Additional Materials
[ ]Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
IMMUCOR, INC.
(Name of Registrant as Specified in Its Charter)
Kairos Partners, L.P.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(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:
PRELIMINARY COPY
2001 ANNUAL MEETING OF SHAREHOLDERS
of
IMMUCOR, INC.
3130 Gateway Drive
P.O. Box 5625
Norcross, Georgia 30091-5625
----------------
PROXY STATEMENT
of
KAIROS PARTNERS, L.P.
----------------
This Proxy Statement and the accompanying Letter to Shareholders and
BLUE Annual Meeting proxy card are furnished in connection with the solicitation
of proxies by Kairos Partners, L.P. ("Kairos ") to be used at the 2001 Annual
Meeting of Shareholders of Immucor, Inc., a Georgia corporation ("Immucor" or
the "Company"), to be held at the Holiday Inn Select-Peachtree Corners, 6050
Peachtree Industrial Blvd., Norcross, Georgia 30071 on Friday, November 30,
2001, at 10:00 A.M., local time and at any adjournments or postponements of that
meeting (the "Annual Meeting").
This Proxy Statement, the accompanying Letter to Shareholders and the
BLUE Annual Meeting proxy card are first being mailed to Company shareholders on
or about November [6], 2001.
MANAGEMENT'S PROPOSAL
At the Annual Meeting, management of the Company will seek approval, among
other things:
To elect a slate of six Directors, its nominees consisting of the
Company's current six Directors, who would serve for the coming year.
KAIROS' PROPOSAL
Kairos, which is a limited partnership owned by a group of partners,
that owned in the aggregate approximately 11.6% of the Company's outstanding
shares of common stock as of the record date of the Annual Meeting, is
soliciting your proxy in support of the election of its four nominees to the
Board of Directors (the "Kairos Nominees"), all of whom are named below. Since
the date of this Proxy Statement, Kairos has reduced its ownership in the
Company to approximately 7.21% of the Company's outstanding shares, although at
the Annual Meeting, Kairos will be entitled to vote all of the shares
it owned as of the record date. For more information regarding Kairos' ownership
of Company stock, see the section of this Proxy Statement entitled "Security
Ownership of Kairos and its Affiliates."
Kairos believes that the Kairos Nominees have the experience,
dedication and perseverance to work toward accomplishing the Kairos Plan. KAIROS
DOES NOT BELIEVE THE CURRENT CHAIRMAN OF THE BOARD DESERVES YOUR SUPPORT FOR
RE-ELECTION.
THE KAIROS NOMINEES INTEND TO WORK FOR THE ENHANCEMENT OF SHAREHOLDER
VALUE.
As we describe more fully in this Proxy Statement, Kairos' Plan
includes:
o IMPROVE SALES
Focus sales and marketing efforts to increase utilization of
the automated products.
Improve customer relationships.
o IMPROVE CASH FLOW FROM OPERATIONS
Consolidate product offerings.
Reduce redundant manufacturing facilities.
Eliminate excess staffing.
o REDUCE OR RESTRUCTURE DEBT
Capitalize on Improved Cash Flow.
o IMPROVE INVESTOR RELATIONSHIPS
Implement quarterly shareholder conference calls.
Implement the timely release of quarterly and annual results.
KAIROS URGES YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY THE COMPANY.
IF YOU HAVE ALREADY DONE SO, YOU MAY REVOKE YOUR PROXY BY DELIVERING A WRITTEN
NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL MEETING TO MACKENZIE
PARTNERS, INC. OR TO THE SECRETARY OF THE COMPANY, OR BY VOTING IN PERSON AT THE
ANNUAL MEETING. SEE "PROXY PROCEDURES" BELOW.
-2-
PARTICIPANT INFORMATION
This Proxy Statement and the solicitation of proxies by this Proxy
Statement are being made by Kairos, who is not affiliated with Immucor other
than as a shareholder. Kairos is a Delaware limited partnership and the General
Partner of Kairos is Kairos Partners GP, LLC (the "GP"), a Delaware limited
liability company that is controlled by Aim High Enterprises, Inc., a Delaware
corporation. Kairos, the GP and Aim High Enterprises, Inc. may be deemed to be
"participants" in this solicitation of proxies from shareholders of Immucor for
use at the Annual Meeting to be held on November 30, 2001 (the "Kairos
Participants"). The principal business address of each of the Kairos
Participants is 600 Longwater Drive, Suite 204, Norwell, MA 02061. The primary
business of each of the Kairos Participants is making investments, particularly
in medical device and diagnostics companies that have a differentiated
technology platform or demonstrated product pipeline.
As of the record date of the Annual Meeting, Kairos was the owner of
842,128 shares of Immucor common stock, or approximately 11.6% of the total
shares of Immucor issued and outstanding. As described elsewhere in this Proxy
Statement, since the record date of the Annual Meeting, Kairos has reduced its
ownership of Immucor stock to approximately 7.21% of the outstanding shares,
although Kairos will vote all of the shares of Immucor stock it owned as of the
record date notwithstanding any reduction in its ownership. For more information
regarding Kairos' ownership of and transactions in Immucor stock, see the
section of this proxy statement entitled "Security Ownership of Kairos and its
Affiliates." Neither the GP nor Aim High own any shares of Immucor common stock
directly. However, each of GP and Aim High may be deemed to be the beneficial
owner of all of the shares of Immucor common stock owned by Kairos under Rule
13d-3 of the Exchange Act (as defined below). None of the Kairos Participants
has any relationship with Immucor other than as a stockholder, as described
below in the section of this proxy statement entitled "PROPOSAL 1--Other
Arrangements."
CERTAIN INFORMATION
Please note that this Proxy Statement omits certain information
regarding the Company and the Annual Meeting in reliance on Rule 14a-5(c)
promulgated by the SEC under the Securities Exchange Act of 1934, as amended
("Exchange Act"). Rule 14a-5(c) allows us to refer you to the Company's proxy
statement for certain information. This information includes the record date for
the Annual Meeting; the number of shares of Company common stock outstanding and
eligible to vote at the Annual Meeting; the number of votes per share of Company
common stock; the quorum requirements and securities ownership of the Company;
information about the Company's officers and directors, including compensation;
filings made pursuant to Section 16 of the Exchange Act; and the date by which
shareholders must submit proposals for consideration at the next annual meeting.
This information, which Kairos has not independently verified, is incorporated
by reference in this Proxy Statement in reliance on the Company. Kairos assumes
no responsibility for the accuracy or completeness of any information
-3-
incorporated in this Proxy Statement by reference to the Company's proxy
statement or the Company's public filings.
IMPORTANT
Kairos urges you to mark, sign, date and return the enclosed BLUE
Annual Meeting proxy card to vote FOR the Kairos Nominees.
PROPOSAL 1
ELECTION OF DIRECTORS
According to the Company's proxy statement, the Company currently has
six directors, all of whose terms will expire at the Annual Meeting. At the
Annual Meeting, a new Board of six directors is to be elected for a term
expiring upon the 2002 Annual Meeting of shareholders of the Company and the due
election and qualification of their successors.
Kairos proposes that the Company's shareholders elect the Kairos
Nominees as four of the directors of the Company. If the Kairos Nominees are
elected, they would constitute a majority of the newly elected Board. Kairos had
previously intended on nominating less than a majority of the Board of
Directors. The primary reasons that Kairos is now nominating a majority are a
consequence of the following:
1. REDUCTION IN SIZE OF THE BOARD. As disclosed in the
Company's SEC filings, the Company has chosen to REDUCE THE
SIZE OF THE BOARD FROM THE EIGHT DIRECTORS ELECTED LAST YEAR
TO ITS SIX NOMINEES.
2. REDUCTION IN NUMBER OF INDEPENDENT OUTSIDE DIRECTORS. The
current Board has chosen to reduce the number of outside
directors from five to three. We are concerned that in making
decisions regarding current management, this reduction in
the number of outside directors increases the possibility
that the Board may become deadlocked which would PREVENT THE
BOARD FROM MAKING CHANGES TO CURRENT MANAGEMENT that may be
in the best interests of Immucor.
If the Kairos Nominees are elected, they will constitute a majority
of the Board after the Annual Meeting. Kairos recognizes that for certain
purposes, this may constitute a change of control with respect to Immucor. In
particular, Kairos believes that a change in a majority of the Immucor Board
may constitute an event of default under Immucor's credit facility with its
primary lender. If an event of default is not subsequently cured or waived by
the lender, any and all payments due under the agreement would be subject to
accelerated payment. In addition, a change in a majority of the
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Board may also trigger a change of control under employment agreements
previously entered into by Immucor with members of senior management. In this
circumstance, this would permit these individuals to terminate their
employment with Immucor and collect substantial compensation payments. If
elected, Kairos is confident that, based on the experiences of the Kairos
Nominees, as described below, the new Board will work diligently to address
any issues resulting from the change in a majority of the Immucor board under
these (and any other) agreements.
The Kairos Nominees are listed below and have furnished the following
information concerning their principal occupations or employment and certain
other matters. Each of the Kairos Nominees has consented to being named in the
Proxy Statement and to serve if elected. Each Kairos Nominee, if elected, would
hold office until the 2002 annual meeting of Immucor's shareholders and until a
successor has been elected and qualified or until his earlier death, resignation
or removal. Kairos has no reason to believe that any of the Kairos Nominees will
be unable to serve as a director. However, if any one or more of the Kairos
Nominees is not available for election, the persons named on the BLUE Annual
Meeting proxy card will vote for the election of those other nominees as may be
proposed by Kairos. We cannot assure you that any of the Company's nominees will
serve as directors if any of the Kairos Nominees are elected to the Board.
KAIROS NOMINEES
JOHN F. MCGUIRE, III, age 54, became President and Managing Director of
Whatman Bioscience, a nucleic acid technology company, in June 2001. Prior to
that time, Mr. McGuire served as Chief Executive Officer, President and a
Director of HemaSure Inc., a blood filtration technology company, since April
1997. From 1988 to 1997, Mr. McGuire was employed by Johnson & Johnson, Inc.,
most recently as Vice President and General Manager of the Ortho Diagnostic
Systems Blood Bank Business Unit, that, among other things, produces and
distributes blood banking reagents, since January 1996. From March 1995 to
January 1996, Mr. McGuire held the position of Vice President, Sales &
Marketing, North America for J&J. From August 1990 to March 1995, Mr. McGuire
served as Managing Director of Ortho Diagnostic Systems, U.K. and Belgium for
J&J. From September 1988 to August 1990, Mr. McGuire held the position of
Marketing Director for the AIDS and Hepatitis Business Unit of J&J.
From 1977 to 1988, Mr. McGuire held various management positions at
E.I. DuPont De Nemours & Company, the last of which was National Sales Manager,
AIDS & Hepatitis Business.
Mr. McGuire is a member of the Board of Trustees of the National Blood
Foundation Trust Fund.
RONALD O. GILCHER, M.D., F.A.C.P., age 63, has served as Chief
Executive Officer, President and Medical Director of the Sylvan N. Goldman
Center, Oklahoma
-5-
Blood Institute ("OBI") since 1979. OBI is a nationally recognized independent
blood center. From 1971 to 1979, Dr. Gilcher served at the Central Blood Bank of
Pittsburgh, as Assistant Medical Director and Medical Director from 1974. During
that time, Dr. Gilcher was also an Assistant Professor of Medicine and an
Associate Professor of Clinical Medicine at the University of Pittsburgh, School
of Medicine.
Dr. Gilcher is Board Certified in Internal Medicine and Hematology and
is a Fellow of the American College of Physicians. In 1997, Dr. Gilcher was
appointed by the U.S. Department of Health and Human Services to serve on the
Advisory Committee on Blood Safety and Availability.
PIERRE G. CASSIGNEUL, age 48 years, is currently serving as Vice
President, Blood Glucose Monitoring, Becton Dickinson Consumer Healthcare, since
August 2001. From 1997 to 2001, Mr. Cassigneul was employed by Bayer
Corporation, an international research-based company, active in life sciences,
polymers and chemicals, most recently as Senior Vice President, Group Business
Operations. Prior to that Mr. Cassigneul was employed by the Ortho Diagnostics
Division of Johnson & Johnson, Inc., from 1991 to 1997, as Vice President and
General Manager of the AIDS and Hepatitis Business Unit.
From 1982 to 1991, Mr. Cassigneul held several General Management and
Marketing positions with Abbot Laboratories, an international research-based
health care products and services company, in its Diagnostics Division, both in
the U.S. and in Europe.
PETER R. WHITE, age 46, is currently self-employed as a financial
consultant. From 1981 to 2001, Mr. White worked for Fleet Securities, Inc., and
its affiliated companies BancBoston Robertson Stephens and BankBoston, N.A.
Since 1993, he served as a Managing Director in units that financed the
acquisition of businesses by private equity firms. Services included the
providing of senior bank debt, private mezzanine debt, public high yield debt,
private equity, and merger and acquisition advisory products. During this
period, Mr. White was directly involved in analyzing, conducting comprehensive
due diligence, underwriting, and distributing over $1 billion in new debt
financings to highly leveraged companies across a broad range of industry
sectors.
Mr. White received an A.B. degree, cum laude, from Dartmouth College,
and an M.B.A. in Finance from the Wharton School.
DIRECTORS COMPENSATION
It is anticipated that each of the Kairos Nominees, upon his election
as a director of the Company, will receive director's fees consistent with the
Company's practices as set forth in the Company's proxy statement.
-6-
OTHER ARRANGEMENTS
There are no current arrangements between the Company, Kairos, the
Kairos Nominees or any of their affiliates with respect to any consulting,
investment banking or other services to be provided to the Company by Kairos,
the Kairos Nominees or any of their affiliates. There are no arrangements or
understandings between any nominee and any other person pursuant to which he was
selected as a nominee.
Except as set forth below, none of Kairos, the Kairos Nominees, or any
of their affiliates (i) has any arrangements or understandings with any person
or persons with respect to any future employment by the Company or its
affiliates, or with respect to any future transactions to which the Company or
any of its affiliates may be a party; (ii) has carried on any occupation or
employment with the Company or any corporation or organization which is or was a
parent, subsidiary or other affiliate of the Company; (iii) has received any
cash compensation, cash bonuses, deferred compensation, compensation pursuant to
plans, or other compensation, from, or in respect of, services rendered to or on
behalf of the Company; (iv) has engaged in or has a direct or indirect material
interest in any transaction or series of similar transactions to which the
Company or any of its subsidiaries was or is to be a party in which the dollar
amount involved exceeded, or is expected to exceed, $60,000 in the aggregate;
(v) has been indebted to the Company or any of its subsidiaries in an amount in
excess of $60,000; or (vi) is a party adverse to the Company or any of its
subsidiaries in any material proceedings or has a material interest adverse to
the interest of the Company or any of its subsidiaries in any of those
proceedings.
There are no family relationships between any of the Kairos Nominees
and any current director or executive officer of the Company.
Information relating to the ownership and transactions in the
securities of the Company by Kairos is set forth in the section of this Proxy
Statement entitled "Security Ownership of Kairos Partners, L.P.".
REQUIRED VOTE
The election of directors requires a plurality vote of those shares of
Immucor common stock represented in person or by proxy at the Annual Meeting.
Accordingly, the six nominees receiving the highest number of votes among the
shares of common stock represented and voting at the Annual Meeting will be
elected to serve on the Board of Directors. AS DESCRIBED ABOVE, KAIROS HAS
NOMINATED ONLY FOUR NOMINEES. THEREFORE, IMMUCOR STOCKHOLDERS SHOULD BE AWARE
THAT IF THEY COMPLETE THE ACCOMPANYING BLUE ANNUAL MEETING PROXY CARD IN FAVOR
OF THE KAIROS NOMINEES, THEY WILL BE VOTING WITH RESPECT TO ONLY FOUR OF THE SIX
SEATS ON THE IMMUCOR BOARD AND WILL NOT HAVE AN OPPORTUNITY TO VOTE FOR THE
OTHER TWO DIRECTOR SEATS.
Abstentions and broker non-votes will have no effect on the election of
the directors. Broker non-votes (i.e., shares held of record by brokers or
nominees as to
-7-
which (i) instructions have not been received from the beneficial owners or the
persons entitled to vote as to the manner in which those shares should be voted
on a particular proposal, and (ii) the broker or nominee does not have the
discretionary voting power on that proposal) and proxies that withhold authority
to vote for the election of any nominee as a director or that reflect
abstentions will be deemed present for the purpose of determining the presence
of a quorum for the transaction of business. Broker non-votes and proxies that
withhold authority to vote for the election of any nominee as a director will
have no effect on the outcome of any voting or any proposal to elect nominees as
directors. Broker non-votes and abstentions with respect to any other proposal
to be voted at the Annual Meeting will have the effect of a vote against those
proposals.
The accompanying BLUE Annual Meeting proxy card will be voted at the
Annual Meeting in accordance with your instructions on that card. You may vote
FOR the election of each of the Kairos Nominees or withhold authority to vote
for the election of all of the Kairos Nominees by marking the proper box on the
BLUE Annual Meeting proxy card. You may also withhold your vote from any one or
more of the Kairos Nominees by writing the name of that person(s) in the space
provided on the BLUE Annual Meeting proxy card. IF NO MARKING IS MADE, YOU WILL
BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE THE SHARES REPRESENTED BY THE BLUE
ANNUAL MEETING PROXY CARD FOR THE ELECTION OF ALL OF THE KAIROS NOMINEES
PROVIDED THAT YOU HAVE SIGNED THE PROXY CARD. As of the record date, Kairos
owned in the aggregate 842,128 shares of common stock eligible to vote at the
Annual Meeting.
Kairos believes that it is in your best interest to elect the Kairos
Nominees at the Annual Meeting. All Kairos Nominees intend to work for the
enhancement of stockholder value. See "Kairos' Plan for Enhancing Stockholder
Value" below.
KAIROS STRONGLY RECOMMENDS A VOTE "FOR" THE ELECTION OF THE KAIROS
NOMINEES. Immucor stockholders should be aware that by marking the accompanying
BLUE Annual Meeting proxy card for the election of the Kairos Nominees, you will
be voting only for the Kairos Nominees and only with respect to four of the six
seats on the Immucor Board. YOU WILL NOT HAVE AN OPPORTUNITY TO VOTE WITH
RESPECT TO THE OTHER TWO SEATS OR WITH RESPECT TO ANY OF IMMUCOR'S NOMINEES
WITHOUT REVOKING THE BLUE ANNUAL MEETING PROXY CARD.
PROPOSAL 2
ADJOURNMENT OF ANNUAL MEETING
On any proposal to adjourn the Annual Meeting, the persons named in the
BLUE Annual Meeting proxy card will vote against a proposal to adjourn if the
proposal is made by management of Immucor in order to allow management time to
solicit more votes to elect its nominees. In addition, Kairos may propose to
adjourn the meeting and will vote for that proposal if an adjournment will allow
Kairos time to solicit more votes needed to elect the Kairos Nominees. However,
those persons
-8-
named in the BLUE Annual Meeting proxy card will not vote on a proposal to
adjourn the Annual Meeting unless you mark the BLUE proxy card in favor of the
proposal to permit those persons to do so. Should a proposal to adjourn the
meeting be brought before the Annual Meeting, the vote required for approval of
that proposal would be votes representing a majority of the shares of the Common
Stock represented at the Annual Meeting and entitled to vote on the matter.
KAIROS RECOMMENDS A VOTE "FOR" ALLOWING THE KAIROS PROXIES TO VOTE ON A
PROPOSAL TO ADJOURN THE ANNUAL MEETING AND AGAINST A PROPOSAL TO ADJOURN THE
ANNUAL MEETING TO PROVIDE MORE TIME TO SOLICIT PROXIES TO ELECT DIRECTORS OTHER
THAN THE KAIROS NOMINEES.
OTHER MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
Should any other proposal be brought before the Annual Meeting, the
vote required for approval of that proposal would be as prescribed by the
Company's charter or bylaws or by applicable law. Generally, approval of a
proposal would require a majority of the votes cast by holders of common stock
represented at the Annual Meeting and entitled to vote on the matter. Shares
voted as abstentions would have the same effect as a negative vote. Shares with
respect to which a broker submits a "broker non-vote" on a matter would not be
counted in calculating the number of shares entitled to vote on a matter.
Should other proposals be brought before the Annual Meeting, the
persons named on the BLUE Annual Meeting proxy card will abstain from voting on
such proposals. However, if those proposals adversely affect the interests of
Kairos as determined by Kairos in its sole discretion and Kairos has not
received notice of those proposals a reasonable time in advance of the Annual
Meeting, the persons named in the BLUE Annual Meeting proxy card will vote on
those proposals in a manner that protects the interests of Kairos.
PROXY PROCEDURES
Shareholders are urged to mark, sign and date the enclosed BLUE Annual
Meeting proxy card and return it in the envelope provided in time to be voted at
the Annual Meeting. Execution of the BLUE Annual Meeting proxy card will not
affect your right to attend the Annual Meeting and to vote in person. Any proxy
may be revoked at any time prior to the Annual Meeting by delivering a written
notice of revocation or a later dated proxy to MacKenzie Partners, Inc. or to
the Secretary of the Company or by voting in person at the Annual Meeting. Only
your latest dated proxy for the Annual Meeting will count, and any later dated
proxy will have the effect of revoking any previously executed proxies. Immucor
stockholders should be aware that by marking the accompanying BLUE Annual
Meeting proxy card for the election of the Kairos Nominees, you will be voting
only for the Kairos Nominees and only with respect to four of the six seats on
the Immucor Board. You will not have an
-9-
opportunity to vote with respect to the other two seats or with respect to any
of Immucor's nominees without revoking the BLUE Annual Meeting proxy card.
Only holders of record as of the close of business on the record date
of October 15, 2001 will be entitled to vote at the Annual Meeting. If you were
a shareholder of record on the record date, you may vote your shares at the
Annual Meeting even if you have sold your shares after the record date.
Accordingly, please vote the shares held by you on the record date, or grant a
proxy to vote those shares, on the BLUE Annual Meeting proxy card, even if you
have sold your shares after the record date.
If any of your shares are held in the name of a brokerage firm, bank,
bank nominee or other institution on the record date, only it can vote those
shares and it can vote those shares only upon receipt of your specific
instructions. Accordingly, please contact the person responsible for your
account and instruct that person to execute on your behalf the BLUE Annual
Meeting proxy card.
Where you indicate a choice on your BLUE Annual Meeting proxy card,
your shares will be voted as specified. If you indicate no choice, your shares
will be voted FOR the Kairos Nominees and the authorization of Kairos proxies to
vote on a proposal to adjourn the Annual Meeting, provided that you have signed
and dated the BLUE Annual Meeting proxy card.
KAIROS PLAN FOR ENHANCING SHAREHOLDER VALUE
Kairos has attempted to offer suggestions to management about actions
that Kairos believes would improve profitability in a competitive industry with
a view towards increasing stockholder value. Unfortunately, the Company would
not agree to meet with Kairos without requiring us to sign an agreement that
would have prevented Kairos from either buying or selling Immucor stock. Other
attempts by us to contact the Company and its advisors have also been ignored or
have not resulted in any meaningful dialogue.
We believe that three of the Kairos Nominees have direct experience
within the transfusion medicine industry while the fourth nominee has experience
in debt restructuring and finance which will be valuable in dealing with the
Company's debt restructuring issues. We have concluded, based on the senior
positions of responsibility held by our nominees in other diagnostics companies,
blood banks and financial institutions that the Kairos Nominees have
successfully dealt with issues similar to those facing Immucor today.
Like all stockholders of the Company, we have witnessed the Company's
poor performance in the price of its common stock. As described by the Company
in it's most recent annual report, the quarterly high and low sale prices for
it's stock have ranged from $18.875 during the first quarter of fiscal 2000, to
a low of $2.20 during the fourth quarter of fiscal 2001. If the four Kairos
Nominees are elected to serve on the Board of Directors, Kairos believes that
the Board will be better positioned to develop and implement the action plans
necessary to improve the Company's
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performance and increase the Company's value for all shareholders. If elected,
these nominees could work to focus the Company and Board on certain areas in
which we perceive the Company now falls short.
o The Company operates in a mature, but necessary, industry. As
described by the Company in its most recent annual report, the
Company has limited competition and claims to be the market
leader. Kairos believes that a strong Board can chart a path
that will reflect that the transfusion diagnostics market is
experiencing relatively flat growth and that optimizing the
utilization of automated equipment is essential to success. We
believe that greater effort must be expended to restore the
confidence of Immucor's customers in the Company's products
and future. We perceive that the performance problems and
resulting FDA regulatory issues with the ABS2000 disclosed by
the Company, which were not finally resolved for over a year,
may be an indication of a lack of focus by the Company in this
very critical area.
o Cash flow from operations might be improved if the management
team of the Company would seek to better manage costs and
develop existing customers with streamlined products and
services. In reviewing the Company's financials, Kairos has
concluded that Immucor needs to take greater steps to more
effectively consolidate the infrastructure of acquired
entities and eliminate excess staffing.
o Immucor's debt level should be addressed for the long-term. In
its annual report, the Company acknowledges that its debt
level and relationship with its lender has been a primary
focus of management during the last year. We understand that
the Company has previously disclosed that they renegotiated
the loan agreement with its primary lender on February 23,
2001 and then defaulted on certain of the agreement's
covenants shortly thereafter as a result of actions recorded
in the Company's financial results for the quarter ending
February 28,2001. Yet, the Company was not able to resolve
these most recent issues until September 2001. As a result,
the Company was required to pay a restructuring fee of
$750,000 to the lender and incurred increased interest costs
during the year. The Company also agreed with the lender to
raise a minimum of $5.0 million in junior capital by December
31, 2001, which may result in significant dilution to all
shareholders. In addition, the Company's financials lead us to
the conclusion that the debt service is using all of the
Company's free cash, as illustrated by the increase in total
debt from $40.4 million at May 31, 2000 to $46.1 million at
May 31, 2001. We think that the Company needs to better
capitalize on streamlining product offerings, facilities and
staff and that these actions will assist in alleviating the
Company's debt pressures.
o Timetable for improvement. We believe that the Board should
instruct senior management to conduct a strategic review of
the entire Company operations, including management. If
elected, the Kairos Nominees would require management to
complete the review and report back to the Board within thirty
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days. The Board would then decide on the course of action and
disclose its strategy to all shareholders within ninety days.
o Communications with shareholders. During the last two years,
Kairos has observed that the Company complies with its public
filing requirements only on the last day allowed by the SEC or
by filing late. We note that the Company does not provide any
opportunity for management to directly communicate with
shareholders through periodic conference calls. Furthermore,
as described above, we have been told that we may not discuss
the Company's prospects with management unless we are willing
to sign an agreement limiting our ability to buy or sell
Immucor stock. We think that these actions contribute to the
market not adequately understanding the significance of the
Company's market position and the prospects for growth and
development in the Company's industry. We believe that
investor relations and concerns should be a priority, with a
view to enhancing market realization of the Company's value.
Shareholders need to decide which slate of nominees is best suited to
implementing both short-term and long-term strategies focusing on the creation
and maintenance of stockholder value. We believe that the Kairos Nominees are
the best choice for this task. We have concluded, based on our review of the
Kairos Nominees' backgrounds, that:
JACK MCGUIRE has a proven track record in growing business enterprises
as evidenced by the senior positions he has held in the transfusion medicine
industry.
DR. RON GILCHER has a relevant clinical and industry background and is
nationally recognized in the field of blood banking.
PIERRE CASSIGNEUL has direct diagnostics company management experience
and worked in the industry for almost twenty years, both in the U.S. and Europe.
PETER WHITE has the required direct financial management expertise to
lead the effort to restructure the Company's significant debt load.
Although Kairos anticipates that the Kairos Nominees will recommend the
actions described in this proxy statement, we cannot assure you that any of
these actions will be executed if the Kairos Nominees are elected. In addition,
whether these actions are actually taken is subject to the Kairos Nominees'
fiduciary duties to the Company's shareholders. Shareholders should be aware
that there is certain risk attendant to some of the proposals made by Kairos
because Kairos has not had access to non-public Company information. It is
possible, for example, that the cost reductions contemplated by Kairos will not
be achievable. Also, Kairos contemplates that members of current management may
choose to remain with the Company following the election of the Kairos Nominees
to assist with the implementation of any plan developed by the Kairos Nominees.
It is possible, however, that members of management might choose not to remain
with the Company following election of the Kairos Nominees.
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Collectively, we have concluded that the Kairos Nominees will
ultimately pursue a strategy for enhancing stockholder value for the Company.
Kairos believes that the Kairos Nominees have the experience, the track record
and a plan for the Company that justifies your vote and confidence.
SOLICITATION OF PROXIES
Proxies may be solicited by mail, advertisement, telephone or
telecopier or in person. Solicitations may be made by Kairos and any of its
affiliates, none of whom will receive additional compensation for making those
solicitations. Kairos has requested banks, brokerage houses and other
custodians, nominees and fiduciaries to forward all of their solicitation
materials to the beneficial owners of the Company common stock they hold of
record. Kairos will cause these record holders to be reimbursed for customary
clerical and mailing expenses incurred by them in forwarding these materials to
their customers.
Kairos has retained MacKenzie Partners, Inc. ("MacKenzie") for
solicitation and advisory services in connection with this solicitation, for
which MacKenzie is to receive a fee of up to $50,000.00, together with
reimbursement for its reasonable out-of-pocket expenses. Kairos and its
affiliates have also agreed to indemnify MacKenzie against certain liabilities
and expenses, including liabilities and expenses under the federal securities
laws. MacKenzie will solicit proxies for the Annual Meeting from individuals,
brokers, banks, bank nominees and other institutional holders. It is anticipated
that MacKenzie will employ approximately 30 persons to solicit shareholders for
the Annual Meeting.
The entire expense of soliciting proxies for the Annual Meeting is
being borne by Kairos. Costs incidental to this solicitation of proxies include
expenditures for printing, postage, legal, accounting, public relations,
advertising and related expenses and are expected to be approximately $40,000;
costs incurred as of the date of this Proxy Statement are approximately $10,000.
If the Kairos Nominees are elected, Kairos will request that the Kairos
Nominees cause the Company to reimburse Kairos for all expenses incurred in
connection with this proxy solicitation, as well as any litigation costs that
may result from this proxy solicitation. We do not anticipate that shareholders
of the Company will have an opportunity to approve any reimbursement of these
expenses.
If Kairos should withdraw, or materially change the terms of this
solicitation of proxies prior to the Annual Meeting, Kairos will supplement this
Proxy Statement or otherwise publicly disseminate information regarding that
withdrawal or change and, in appropriate circumstances, will provide
shareholders with a reasonable opportunity to revoke their proxies prior to the
Annual Meeting.
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SECURITY OWNERSHIP OF KAIROS AND ITS AFFILIATES
SHARES OWNED BY KAIROS
The table below sets forth the ownership of the Company's common
stock by Kairos and its affiliates as of the record date for the Annual
Meeting. This information may also be found in a Schedule 13D and the related
exhibits filed by the Kairos Participants with the SEC on November 7, 2000,
as amended by additional filings on Schedule 13D/A on November 21, 2000,
April 23, 2001, July 11, 2001, July 18, 2001, August, 2001, August 14, 2001,
September 14, 2001, October 31, 2001 and November [5], 2001. In this proxy
statement, we refer to this Schedule 13D and its amendments together as, the
"Schedule 13D".
None of the Kairos Nominees owns any shares of the Company's common
stock or any other securities of the Company. As a limited partner in Kairos,
however, John F. McGuire, III and Ronald O. Gilcher, M.D., F.A.C.P., may be
deemed to be the beneficial owner of the shares of Immucor common stock owned by
Kairos. However, because neither Mr. McGuire nor Dr. Gilcher has any right to
control Kairos as a limited partner, Mr. McGuire and Dr. Gilcher disclaim
beneficial ownership of those shares. At this time, we believe that the Kairos
Nominees are effectively not permitted to purchase any shares of the Company's
common stock because their holdings would be combined with Kairos' holdings for
purposes of determining the aggregate beneficial ownership in the Company's
common stock by Kairos. As a result, if the Kairos Nominees purchased any
shares, the combined ownership of Kairos and the Kairos Nominees may exceed 15%,
which would trigger adverse consequences to Kairos (and we believe the
shareholders of Immucor generally) under the Company's shareholder rights plan.
If the Kairos Nominees are elected to the Board, Kairos expects that the Kairos
Nominees will be encouraged to acquire shares of the Company's common stock to
align their interests with those of the shareholders of the Company. We believe
that this stock ownership will also encourage confidence in the long-term
prospects of the Company.
The percentages listed below are based on 7,277,617 shares of Common
Stock reported as outstanding by the Company as of the record date.
Name and Address Number of Percent of Class and
of Beneficial Owner Shares Voting Power
--------------------- ------------- --------------------
Kairos Partners, L.P. 842,128 11.6%
Except as disclosed below, none of Kairos or the Kairos Nominees, or
any of their respective affiliates has purchased or sold any of shares of the
Company's common stock or other securities of the Company within the past two
years or is or was within the past year a party to any contract, arrangement or
understanding with any person with respect to any such securities.
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TRANSACTIONS IN IMMUCOR STOCK BY KAIROS
In the six-month period from May 1, 2001 through October 31, 2001,
through 169 separate transactions, Kairos purchased 240,628 shares of Common
Stock at an aggregate purchase price of $811,697.90. During the same six-month
period, through 197 separate transactions, Kairos sold 318,420 shares and
received aggregate net proceeds of $2,061,006.77 from these transactions.
Given the volume of transactions engaged in by Kairos, the purchases
(and sales) are summarized below on a monthly basis. All of these transactions
were engaged in by Kairos. The Schedule 13D filed by the Kairos Participants
discloses the specific dates of all purchases and sales of Immucor common stock
by the Kairos Participants.
Number of Shares Avg. Cost
Kairos Partners Date Purchased (Sold) per Share
--------------------- ------ --------------------------- ---------
September 2000 177,300 (0) $4.05
October 211,200 (0) $3.83
November 142,150 (5,350) $4.68
December 30,200 (0) $4.27
April 2001 47,000 (0) $2.35
June 63,100 (0) $3.25
July 62,570 (0) $4.13
August 13,700 (0) $3.65
September 99,500 (0) $2.90
October (through the
record date) 758 (0) $3.68
----------------------
Since the record date of the Annual Meeting, Kairos has sold 318,420
shares of Common Stock in separate transactions at an aggregate purchase price
of $2,061,006.77. These transactions have been reported by Kairos in amendments
to the Schedule 13D filed by Kairos since the record date. As a result of these
transactions, Kairos owns 7.21% of the outstanding shares of the Common Stock as
of the date of this Proxy Statement. Notwithstanding these sales, Kairos will
have the right to vote all of the shares of Common Stock it owned as of the
record date of the Annual Meeting.
OTHER INFORMATION
Proposals of Security Holders
Information concerning the date by which proposals of security holders
intended to be presented at the next annual meeting of shareholders of the
Company must be received by the Company for inclusion in the Company's proxy
statement for that meeting is contained in the Company's Proxy Statement and is
incorporated into this Proxy Statement by reference.
----------------
NOVEMBER [6], 2001
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IMPORTANT
Your proxy is important. No matter how many shares you own, please give
Kairos your proxy FOR the election of the Kairos Nominees by:
MARKING the enclosed BLUE Annual Meeting proxy card,
SIGNING the enclosed BLUE Annual Meeting proxy card,
DATING the enclosed BLUE Annual Meeting proxy card and
MAILING the enclosed BLUE Annual Meeting proxy card TODAY in the
envelope provided (no postage is required if mailed in the United
States).
If you have already submitted a proxy to the Company for the Annual
Meeting, you may change your vote to a vote FOR the election of the Kairos
Nominees by marking, signing, dating and returning the enclosed BLUE proxy card
for the Annual Meeting, which must be dated after any proxy you may have
submitted to the Company. Only your latest dated proxy for the Annual Meeting
will count at such meeting.
If you have any questions or require any additional information
concerning this Proxy Statement or the proposals by Kairos contained herein,
please contact MacKenzie Partners, Inc. at the address set forth below. IF ANY
OF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK NOMINEE OR OTHER
SUCH INSTITUTION, ONLY IT CAN VOTE SUCH SHARES AND ONLY UPON RECEIPT OF YOUR
SPECIFIC INSTRUCTIONS. ACCORDINGLY, PLEASE CONTACT THE PERSON RESPONSIBLE FOR
YOUR ACCOUNT AND INSTRUCT THAT PERSON TO EXECUTE THE BLUE ANNUAL MEETING PROXY
CARD.
MACKENZIE
PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
212) 929-5500 (Call Collect)
or
CALL TOLL-FREE (800) 322-2885
Email: Proxy@mackenziepartners.com
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PRELIMINARY COPY
S-2
BLUE PROXY
IMMUCOR, INC.
2001 ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED BY KAIROS PARTNERS, L.P.
AND NOT BY THE BOARD OF DIRECTORS OF IMMUOCR
The undersigned shareholder of Immucor, Inc. (the "Company") hereby
appoints each of KENNETH L. WOLFE AND JAMES F. RICE, and each of them with full
power of substitution, for and in the name of the undersigned, to represent and
to vote, as designated below, all shares of Common Stock of the Company that the
undersigned is entitled to vote if personally present at the 2001 Annual Meeting
of Shareholders of the Company, and at any adjournment or postponement thereof.
The undersigned hereby revokes any previous proxies with respect to the matters
covered by this Proxy.
WHERE A CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY WILL
BE VOTED AS SPECIFIED. IF NO CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED FOR PROPOSAL 1. IN ADDITION, THE PROXIES WILL VOTE IN THE
DISCRETION SPECIFIED IN ITEM 2.
(Please mark each proposal with an "X" in the appropriate box)
1. ELECTION OF DIRECTORS
Election of John F. McGuire, III, Ronald O. Gilcher, M.D., F.A.C.P., Pierre G.
Cassigneul and Peter R. White.
[ ] FOR all nominees, [ ] WITHHOLD AUTHORITY
except as marked below for all nominees
(INSTRUCTION: To withhold authority to vote for one or more nominees, mark FOR
above and print the name(s) of the person(s) with respect to whom you wish to
withhold authority in the space provided below.)
---------------------------------------------------
KAIROS RECOMMENDS A VOTE FOR THE KAIROS NOMINEES
2. ADJOURNMENT OR POSTPONEMENT OF ANNUAL MEETING
In their discretion, the proxies are authorized to vote on a proposal
to adjourn or postpone the Annual Meeting if Kairos determines that it needs
time to solicit more votes to elect the Kairos Nominees, and to oppose any
attempt to adjourn the meeting if the proposal to adjourn is made in order to
allow Immucor time to solicit more votes to elect nominees other than the Kairos
Nominees.
[ ] YES [ ] NO [ ] ABSTAIN
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE
ENCLOSED ENVELOPE.
Please date and sign this proxy exactly as your name appears hereon.
----------------------------------------
(Signature)
----------------------------------------
(Signature, if held jointly)
----------------------------------------
(Title)
Dated:
When joint tenants hold shares, both should sign. When signing as
attorney-in-fact, executor, administrator, trustee, guardian, corporate officer
or partner, please give full title as such. If a corporation, please sign in
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
To vote in accordance with the Kairos recommendations, just sign and
date this proxy; no boxes need to be checked.
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