-----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, STIhpCT+Aaw7MVVEIQOkb/Zwzfs+iTdYw1F4i8D1UWljI+fE6bdbdhnCc1vUsFxf 7tnR9rr0EYMMabtCgIOxgQ== 0000096313-00-000092.txt : 20000417 0000096313-00-000092.hdr.sgml : 20000417 ACCESSION NUMBER: 0000096313-00-000092 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000414 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LASER CORP CENTRAL INDEX KEY: 0000740726 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 870395567 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 000-13316 FILM NUMBER: 601440 BUSINESS ADDRESS: STREET 1: 1832 S 3850 WEST CITY: SALT LAKE CITY STATE: UT ZIP: 84104 BUSINESS PHONE: 8019721311 MAIL ADDRESS: STREET 1: 1832 SOUTH 3850 WEST CITY: SALT LAKE CITY STATE: UT ZIP: 84104 DEF 14A 1 THIS DOCUMENT IS A COPY OF THE DEFINITIVE PROXY STATEMENT (SCHEDULE DEF 14A), NOTICE OF MEETING, AND THE FORM OF THE PROXY CARD. IT IS PRESENTED HEREWITH FOR FILING PURSUANT TO REGULATION 14 (a) 6(c) OF THE SECURITIES AND EXCHANGE ACT OF 1934. IN FORM, SUCH MATERIAL WILL BE FURNISHED TO SECURITY HOLDERS APRIL 14, 2000 IN CONNECTION WITH THE MAY 25, 2000 ANNUAL MEETING OF SHAREHOLDERS. ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE DEF 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 [x] Filed by the Registrant [ ] 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 LASER CORPORATION - -------------------------------------------------------------------------------- (Name of Registrant as Specified in its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing: (Check the appropriate box) [X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and O-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 of other underlying value of transaction computed persuant to Exchange Act Rule O-11 (Set forth the amount on which the filing fee is calculated and state how it was determined) ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ (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 O-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:___________________ ================================================================================ LASER CORPORATION NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 25, 2000 To the Shareholders: The 2000 Annual Meeting of Shareholders of Laser Corporation (the "Company") will be held at the Company's headquarters, 2417 South 3850 West, Salt Lake City, Utah 84120 on Thursday, May 25, 2000 at 9:00 a.m. MDT, for the following purposes: 1. To elect four directors, each to serve until the next annual meeting of the Shareholders and until each of their successors is elected and shall qualify; 2. To ratify the appointment of Tanner + Co. as the independent auditors of the Company; and 3. To transact such other business as may properly come before the meeting or any adjournment thereof. Information regarding the matters to be acted upon at the meeting is contained in the Proxy Statement attached to this Notice. Only Shareholders of record at the close of business on April 7, 2000 will be entitled to notice of and to vote at the meeting or any adjournment thereof. Your vote is important. Please sign and date the enclosed Proxy and return it promptly in the enclosed return envelope whether or not you expect to attend the meeting. You may revoke your Proxy and vote in person should you decide to attend the meeting. By Order of the Board of Directors Rod O. Julander, Secretary Salt Lake City, Utah April 14, 2000 ================================================================================ PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS OF LASER CORPORATION ----------------------------------------- GENERAL This Proxy Statement is furnished in connection with the solicitation of Proxies by the Board of Directors of Laser Corporation (the "Company") for the 2000 Annual Meeting of Shareholders of the Company to be held on May 25, 2000, at 9:00 a.m. MDT, at the Company's headquarters, 2417 South 3850 West, Salt Lake City, Utah. Shareholders will consider and vote upon the proposals described herein and referred to in the Notice of Annual Meeting accompanying this Proxy Statement. The close of business on April 7, 2000, has been fixed as the record date for the determination of the Shareholders entitled to notice of, and to vote at, the Annual Meeting. On such date there were outstanding and entitled to vote 1,593,788 shares of common stock. Each share of common stock is entitled to one vote on each matter to be considered at the meeting. For a description of the principal holders of such stock, see "Security Ownership of Certain Beneficial Owners and Management" below. Shares represented by Proxies will be voted in accordance with the specifications made thereon by the Shareholders. Any Proxy not specifying the contrary will be voted in favor of Management's nominees for Directors of the Company and for ratification of appointment of the certified public accountants. The Proxies being solicited by the Board of Directors may be revoked by any Shareholder giving the Proxy at any time prior to the Annual Meeting by giving notice of such revocation to the Company, in writing, at the address of the Company provided below. The Proxy may also be revoked by any Shareholder giving such Proxy who appears in person at the Annual Meeting and advises the Chairman of the Meeting of his intent to revoke the Proxy. The principal executive offices of the Company are located at 2417 South 3850 West, Salt Lake City, Utah 84120. This Proxy Statement and the enclosed Proxy are being furnished to Shareholders on or about April 14, 2000. ================================================================================ SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Security Ownership of Certain Beneficial Owners - ----------------------------------------------- The following table sets forth information as of March 15, 2000, as to each person who owns of record, or is known by the Company to own beneficially, more than five percent (5%) of any class of voting securities of the Company. Amount and Nature of Percent Title Name & Address Beneficial of of Class of Beneficial Owner Ownership(1) Class(2) - -------- -------------------- ------------ -------- Common Reinhardt Thyzel(3) 575,739 34.7 Rehweidstrasse 15 8738 Uetliburg, Switzerland Common Estate of Wm. H. McMahan(4) 192,119 11.6 3959 West 1820 South Salt Lake City, UT 84104 Common Paula F. Julander(5) 111,750 6.7 1467 Penrose Drive Salt Lake City, UT 84103 (1) Except as otherwise indicated, all shares are directly owned with voting and investment power held by the person named. (2) Unless otherwise noted, based upon 1,660,048 shares (including shares subject to options that are exercisable within sixty days) outstanding as of March 15, 2000. (3) Based upon information included in a Schedule 13D filed with the Securities and Exchange Commission ("SEC") on October 30, 1998. Also includes 50,000 shares owned by Mrs. Gisela Thyzel, his wife, as to which Mr. Thyzel disclaims beneficial ownership and 4,000 shares which Mr. Thyzel has the right to acquire through the exercise of stock options. (4) Based upon actual certificates re-issued to the Estate of William H. McMahan in January 2000. Dr. McMahan passed away in December 1999. Includes 22,079 shares held by Linda R. McMahan, who is the executor of the Estate. (5) Based upon information provided by Mrs. Julander on a SEC Form 144 dated December 11, 1997. Also includes 5,000 shares held by Dr. Rod O. Julander, her husband and 23,000 shares which Dr. Julander has the right to acquire through the exercise of stock options. -2- ================================================================================ Security Ownership of Management - -------------------------------- The following table sets forth certain information as of March 15, 2000, regarding the ownership of each class of equity securities of the Company by each Director or nominee for Director of the Company and by all executive officers and directors as a group. Amount and Nature of Percent Title Name of Beneficial of of Class Beneficial Owner Ownership(1) Class - -------- ---------------- ------------ ------- Common B. Joyce Wickham 23,820(2) 1.4 Common Rod O. Julander 111,750(3) 6.7 Common Mark L. Ballard 21,844(4) 1.3 Common Reinhardt Thyzel 575,739(5) 34.7 Common All Executive Officers 733,153 44.1 and Directors as a Group. (4 persons) (1) Except as otherwise indicated, all shares listed include shares subject to options that officers and directors have the right to exercise within sixty days and are directly owned with voting and investment power held by the person named. (2) Includes 18,320 shares which Ms. Wickham has the right to acquire through the exercise of stock options. (3) Includes 83,750 shares owned by Paula F. Julander, his wife, as to which Dr. Julander disclaims beneficial ownership and 23,000 shares which Dr. Julander has the right to acquire through the exercise of stock options. (4) Includes 18,320 shares which Mr. Ballard has the right to acquire through the exercise of stock options. (5) Includes 50,000 shares owned by Gisela Thyzel, his wife, as to which Mr. Thyzel disclaims beneficial ownership and 4,000 shares which Mr. Thyzel has the right to acquire through the exercise of stock options. Ms. Wickham and Messrs. Julander, Ballard and Thyzel are required to annually report the acquisition of options granted pursuant to stock option plans of the Company on a Form 5. These reports were filed for 1999 and evidence the grant of options to the individuals named. -3- ================================================================================ On October 9, 1998, Mr. Reinhardt Thyzel acquired 521,739 shares of the Company's common stock for a purchase price of $600,000. Mr. Thyzel used his personal funds to acquire the shares. Because Mr. Thyzel owns 31.4% of the issued and outstanding shares of common stock of the Company, he could be deemed to control the Company. Changes in Control - ------------------ The Company is unaware of any arrangement which may at a subsequent date result in any change of control of the Company. PROPOSAL 1 - ELECTION OF DIRECTORS ---------------------------------- The Company's Articles of Incorporation provide that the Board of Directors shall be elected each year at the annual meeting of the Shareholders of the Company. At the 2000 Annual Meeting, the Board of Directors will nominate B. Joyce Wickham, Rod O. Julander, Mark L. Ballard and Reinhardt Thyzel for election as directors of the Company. Upon election, the directors will serve until the next Annual Meeting of the Shareholders or until their successors have been elected and qualified. The Board of Directors believes that all of the nominees will be available and able to serve as directors. In the absence of instructions to the contrary, the persons named in the Proxy will vote the Proxies "FOR" the election of the nominees listed below, unless otherwise specified in the Proxy. The Board of Directors has no reason to believe that any nominee will be unable to serve, but if any nominee should become unable to serve, the Proxies will be voted for such other person as the Board of Directors shall recommend. Certain information concerning the nominees to the Board of Directors is set forth below: Has Served Name of Company as Director Nominee Age Position Held Since - ------- --- ------------- ----------- B. Joyce 48 Director, Chairman, 1989 Wickham President, Chief Executive Officer and Treasurer Rod O. 66 Director and Secretary 1989 Julander Mark L. 52 Director, Vice President 1994* Ballard and Assistant Secretary Reinhardt 51 Director 1998 Thyzel * Mr. Ballard served as a Director of the Company from June 1983 to October 1987. -4- ================================================================================ Board and Committee Meetings - ---------------------------- There were five meetings of the Board of Directors during the last fiscal year. Each of the directors attended at least seventy-five (75%) of the meetings held. For a description of directors' fees, see "Executive Compensation - Compensation of Directors." The Board of Directors has designated Audit, Stock Option, and Executive and Compensation Committees. At the present time, Rod O. Julander and Reinhardt Thyzel are the members of the Audit and Executive and Compensation Committees. Rod O. Julander and Reinhardt Thyzel are members of the Stock Option Committee, employee plan. B. Joyce Wickham and Mark L. Ballard are members of the Stock Option Committee, Director plan. The functions performed by the Audit Committee include (i) meeting with the Company's independent auditors to discuss the scope of the auditors' annual review of the Company's financial statements, procedures recommended by the auditors, and the results of the auditors' annual review, and (ii) reporting and making recommendations to the Board of Directors. The Audit Committee held one meeting in 1999. The functions performed by the Executive and Compensation Committee are to periodically review the compensation paid to officers of the Company and to make recommendations to the Board of Directors concerning such compensation. The Executive and Compensation Committee held one meeting in 1999. The functions performed by the Stock Option Committee, employee plan, include (i) administering the Company's employee stock option plans, and (ii) determining eligible officers and employees to whom any stock options should be granted pursuant to the stock option plans, the number thereof, and the terms of any such grants. This Stock Option Committee held two meetings in 1999. The functions performed by the Stock Option Committee, director plan, include (i) administering the Company's director stock option plans, and (ii) determining eligible directors to whom any stock options should be granted pursuant to the stock option plans, the number thereof, and the terms of any such grants. This Stock Option Committee held two meetings in 1999. Executive Officers and Directors - -------------------------------- The executive officers, directors, and significant employees of the Company are listed on the following table: -5- ================================================================================ Name Position Age ---- -------- --- B. Joyce Wickham Chairman, Director, 48 President, Chief Executive Officer and Treasurer Mark L. Ballard Director, Vice President 52 and Assistant Secretary Rod O. Julander Director and Secretary 66 Reinhardt Thyzel Director 51 The term of each executive officer is one year. Officers are elected each year at the Annual Meeting of the Board of Directors. Certain information regarding the business experience of these executive officers, directors and significant employees is set forth below: B. Joyce Wickham. ---------------- Ms. Wickham was elected Chairman of the Board, President and Chief Executive Officer, and Treasurer of the Company in 1989. She has served in those capacities since that time, except for the period from June 1989 until December 1990 when she served solely as Chairman of the Board and Treasurer. Ms. Wickham has been employed by the Company and its subsidiaries or associated companies since 1981, with the exception of one year during 1988-1989 at which time she was employed with McMahan Enterprises in General Management. Ms. Wickham has held various executive positions for the Company including Manager of American Laser GmbH, Munich, Germany, Manager of the Company's Taipei, Taiwan material procurement operations, Manager of Optical Computer, Inc. and President of Southfork Electronics, Inc. Ms. Wickham holds a Bachelor of Science Degree in Psychology from Brigham Young University. Mark L. Ballard. ---------------- Mr. Ballard was elected to the Board of Directors in 1994 and is currently employed by the Company as Vice President of Laser Corporation and President of American Laser and A.R.C. Laser Corporations. He was elected to these positions in May 1991, June 1994, and June 1996 respectively. Prior to May 1991, Mr. Ballard held various executive, officer and director positions for the Company and its subsidiaries. He has been employed by the Company since 1975, with the exception of one year during 1983-1984 at which time he was President and a director of HGM. Mr. Ballard holds a Bachelor of Arts degree in Accounting from Utah State University. Rod O. Julander. ---------------- Dr. Julander was elected to the Board of Directors and as Secretary of the Company in 1989. Dr. Julander has been a Professor of Public Administration at Weber State University, Ogden, Utah, -6- =============================================================================== since 1960 and is Chairman of the Political Science Department. In 1984 he was a consultant for University of Utah Center for Public Administration, and a lobbyist for the Utah Chapter of the National Association of Social Workers and the Utah Society of Radiologic Technologists. In 1967 he was Personnel Consultant at Hill Air Force Base, Utah and from 1965 to 1966 was Executive Director of the Utah Committee on Children and Youth. Dr. Julander received his Bachelor of Science and Master of Science in Philosophy and his Ph.D. in Political Science from the University of Utah. Reinhardt Thyzel. ----------------- Mr. Thyzel was elected to the Board of Directors October 16, 1998. Mr. Thyzel is currently President and founder of A.R.C. AG, Switzerland, a company engaged since 1997, in the development of medical lasers. In 1996 Mr. Thyzel founded A.R.C. GmbH in Germany for the development and sales of dermatological and dental lasers. From 1989 through 1996 Mr. Thyzel was a consultant for Spectron Laser Systems, England. Mr. Thyzel provided the key experience and management to expand Spectron's scientific product line to a successful industrial laser line. During 1977 Mr. Thyzel founded Meditec, GmbH in which he was the owner and President. This company developed, manufactured and sold medical lasers primarily in the field of ophthalmology until 1989 when it was sold. Mr. Thyzel received his degree in engineering in 1972 and is a resident of Switzerland. Dr. Julander and Mr. Thyzel are employed full time in activities which do not involve the Company. Ms. Wickham is employed full time by the Company as its President, Chief Executive Officer and Treasurer. Mr. Ballard is employed full time by the Company as its Vice President and Assistant Secretary. If any outside director is requested to perform services for the Company beyond normal service as a director, such director will be compensated for the performance of such services at rates to be agreed upon by such director and the Company. There are no family relationships between any directors or executive officers of the Company. -7- ================================================================================ EXECUTIVE COMPENSATION ---------------------- The following table sets forth the aggregate cash remuneration paid by the Company for services rendered in all capacities during the last fiscal year by its Chief Executive Officer and by its most highly compensated executive officers whose cash remuneration from the Company and its subsidiaries exceeded $100,000. No executive officer received cash remuneration in excess of $100,000 in 1999. Summary Compensation Table -------------------------- Annual Compensation ------------------------------------- (a) (b) (c) (d) (e) Other Annual Name and Year Compen- Principal Ended Salary Bonus sation(1) Position Dec. 31 ($) ($) ($) - ----------------- --------- --------- ----------- --------- B. Joyce Wickham 1999 $ 72,100 $ 7,971(3) $ 456 President, Chief 1998 $ 72,100 $ 20,505 $ 609 Executive Officer, 1997 $ 72,100 $ 7,983 $ 416 and Director Long Term Compensation ---------------------- Awards Payouts -------------------------------------------- (a) (b) (f) (g) (h) (i) Re- Securities stricted Underlying LTIP All Other Name and Year Stock Options/ Pay- Compen- Principal Ended Award(s) SARs outs sation Position Dec. 31 ($) (#) ($) ($) - --------------- ------- ----------- ---------- ------------ ---------- B. Joyce Wickham 1999 --- 4,000 --- $ 4,160 President, Chief 1998 --- 2,000 --- $ 4,715 Executive Officer 1997 --- 5,000 --- $ 4,160 and Director (1) Amounts include Company payments for additional health insurance coverage. (2) Payments in lieu of vacation earned. (3) Paid for bonus earned during fiscal 1998. Other Compensation - ------------------ Ms. Wickham's Employment Agreement provides to Ms. Wickham, as additional compensation, a payment equal to fifty percent (50%) of the price actually paid by her to purchase stock of the Company during any calendar year of her employment, up to a maximum of ten percent (10%) of her annual compensation for such year. Ms. Wickham has not purchased any shares pursuant to this provision. The Company does not have a key-man life insurance policy on the life of any executive officer or director. The Company provides health and life insurance to its employees. The Company had no other retirement, pension or similar programs in 1999. In 1990, the Company established a 401(k) retirement program for employees. The Company did not make a contribution to the Plan in 1999. -8- ================================================================================ Stock Option Plans - ------------------ Until their expiration on June 30, 1998, the Company had two shareholder approved stock option plans for key employees: an incentive stock option plan pursuant to which incentive stock options to purchase a maximum of 62,500 shares of common stock could be issued and a non-statutory stock option plan pursuant to which non-qualified stock options to purchase 62,500 shares could be issued. There are 30,000 shares that remain exercisable under the incentive stock plan and 13,750 shares that remain exercisable under the non- statutory stock option plan. The maximum term of options granted under either plan is five years. Each of the plans provides that if the optionee's employment by the Company is terminated for any reason the option shall thereupon expire and any and all right to purchase shares pursuant thereto shall terminate ninety days after the optionee's employment terminates. On May 25, 1999, the Shareholders ratified and approved the Laser Corporation 1999 Stock Incentive Plan. The Stock Option Committee of the Board of Directors approved the new stock incentive plan. The plan provides for the issuance of stock options, performance stock units and restricted stock units. The maximum number shares of the Company's common stock reserved and available for issuance under the plan is 150,000 shares. The Stock Option Committee of the Board of Directors administers the plan and has discretion to determine the terms of options granted under each plan. Such terms include the exercise price of each option, the number of shares subject to each option, and the exercisability of such options. Options issued under the plan must be granted at the fair market value on the date of grant. A stock option granted under the plan will become exercisable in two increments. The first third is immediately exercisable and the remaining two-thirds is exercisable upon the first anniversary date of the grant. The maximum term of options granted under the plan is ten years. The plan provides that if the optionee's employment by the Company is terminated for any reason the unvested portion of any restricted stock unit awards or performance stock unit awards will be canceled. Stock options held by an employee who is terminated for any reason other than death, disability, without cause or constructive termination, may be exercised within 90 days following such termination, to the extent the option was exercisable. Under the new plan in 1998, options to purchase an aggregate of 4,000 shares of common stock at an exercise price of $1.125 per share were granted to two officers, with such grant subject to approval of the 1999 Stock Incentive Plan by the Shareholders. During 1999, options to purchase an aggregate of 4,000 shares of common stock were granted to two officers at an exercise price of $1.6875 and an aggregate of 4,000 shares of common stock were granted to four non-officer employees at an exercise price of $1.6875 per share. In addition during 1999, stock options to purchase an aggregate of 4,000 shares of common stock were granted to two officers at an exercise price of $4.59 and an aggregate of 10,000 shares of common stock were granted to ten non-officer employees at an exercise price of $4.59. The stock incentive plan, as approved, expires on January 1, 2009. The following table sets forth information respecting all individual grants of options and stock appreciation rights ("SARs") made during the last completed fiscal year to any of the executives named in the Summary Compensation Table above. -9- ================================================================================ Option/SAR Grants in Last Fiscal Year Individual Grants - -------------------------------------------------------------------------------- (a) (b) (c) (d) (e) Number of % of Total Securities Options/SARs Underlying Granted Exercise or Ex- Options/SARs During Base Price piration Name Granted (#) Fiscal Year(1) ($/share) Date ----------------------------------------------------------------------- B. Joyce Wickham 2,000 17 % $1.6875 Jun. 2009 2,000 11 % $4.59 Dec. 2009 (1) The percentages are based on the total of options to purchase 12,000 shares granted in June of 1999 and the total of options to purchase 18,000 shares granted in December of 1999. Director Options - ---------------- On October 16, 1987, the Board of Directors adopted a resolution, ratified by the Shareholders of the Company, granting all non-employee directors five-year options to purchase 10,000 shares of common stock, at the end of each six months of service as a director, at the last reported sale price on the date of grant. Such options will not be granted under the incentive or non-statutory stock option plans. On March 22, 1990, the Board of Directors adopted a resolution terminating the director option program. On May 29, 1992 the Board of Directors reinstated this option plan whereby each outside director would be granted a five-year option to purchase 2,000 shares of common stock at the end of each six months of service as a director beginning on June 1, 1992. The plan provides that if a director shall cease to be a director of the Corporation for any reason the option may be exercised by the former director at any time within one year after such cessation. A formalized Stock Option Plan and Stock Option Agreement was adopted on September 10, 1992, effective May 29, 1992. On June 1, 1993 the plan was amended to change the method of calculating the exercise price to that of the employee's Incentive Stock Option Plan. All amounts shown have been adjusted to take into account the five for four stock dividend. Options were granted in 1997 to purchase a aggregate of 2,500 shares of common stock at the exercise price of $1.30 per share and an aggregate of 2,500 shares of common stock at the exercise price of $3.728 per share. During 1998, options to purchase as aggregate 2,000 shares of common stock at an exercise price of $2.0155 and an aggregate of 4,000 shares of common stock at an exercise price of $1.125 per share were granted. In 1999, options to purchase an aggregate of 4,000 shares of common stock at an exercise price of $1.6875 per share and an aggregate of 4,000 shares of common stock at an exercise price of $4.59 per share were granted. -10- ================================================================================ Termination of Employment Arrangement - ------------------------------------- Employment Agreements between B. Joyce Wickham and the Company and Mark L. Ballard and the Company, provided that in the event of termination by the Company of their employment, Ms. Wickham shall be entitled to twelve months of severance benefits at the time of termination and Mr. Ballard shall be entitled to eleven months of severance benefits at the time of termination, unless such termination shall be for cause, lack of performance, resignation or by reason of death. Compensation of Directors - ------------------------- Board members who are also employees of the Company do not receive any directors' fees. Non-employee Board members receive $10,000 per year in directors' fees. Directors are reimbursed for their expenses of attending meetings outside the area in which they live. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ---------------------------------------------- Reinhardt Thyzel, a director and significant stockholder of the Company, is an owner and officer of A.R.C. GmbH, Germany and A.R.C. AG, Switzerland (collectively "A.R.C."). The Company is currently selling laser products to and purchasing laser products and systems from these entities. During 1999 sales to A.R.C. totaled $230,646. Purchases by the Company from A.R.C. in 1999 totalled $480,791. In addition, the Company and A.R.C. have formed a strategic partnership for the development, marketing and sales of medical products. The Company has a distribution agreement with A.R.C. AG for rights to sell and manufacture the complete Dodick Photolysis medical system. This agreement includes a royalty fee to be paid to A.R.C. and exclusive rights to sell in the U.S.A., Canada, Mexico and Brazil. PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT CERTIFIED ----------------------------------------------------------------- PUBLIC ACCOUNTANTS ------------------ The Board of Directors of the Company has selected Tanner + Co. as the independent public accountants of the Company for the fiscal year ending December 31, 2000. Tanner + Co. has served as the Company's independent public accountants since November 4, 1994. During the two most recent years the Company has not consulted with Tanner + Co. on items which (i) were or should have been subject to SAS 50 or (ii) concerned the subject matter of a disagreement or reportable event with the former auditor, (as described in Regulation S-K Item 304(a)(2)). -11- ================================================================================ Representatives of Tanner + Co. are expected to attend the Annual Meeting of Shareholders and will be available to respond to appropriate questions and will be afforded the opportunity to make a statement if they desire to do so. In the absence of instructions to the contrary, the persons named in the Proxy will vote the Proxies FOR ratification of the selection of Tanner + Co. as independent public accountants for the Company. SHAREHOLDER PROPOSALS --------------------- If a Shareholder wishes to present a proposal at the 2001 Annual Meeting of Shareholders, the proposal must be received by Laser Corporation, 2417 South 3850 West, Salt Lake City, Utah 84120 prior to December 15, 2000. The Board of Directors will review any proposal which is received by that date and determine whether it is a proper proposal to present at the 2001 Annual Meeting. VOTE REQUIRED ------------- A majority of the 1,593,788 issued and outstanding shares of common stock of the Company shall constitute a quorum at the Annual Meeting. Under the Utah Revised Business Corporation Act, the affirmative vote of at least a majority of the shares represented at the meeting is required for all proposals to come before the meeting. OTHER MATTERS ------------- As of the date of this Proxy Statement, the Board of Directors of the Company does not intend to present and has not been informed that any other person intends to present, a matter for action at the 2000 Annual Meeting other than as set forth herein and in the Notice of Annual Meeting. If any other matter properly comes before the meeting, it is intended that the holders of Proxies will act in accordance with their best judgment. The Board of Directors may read the minutes of the 1999 Annual Meeting of Shareholders and make reports, but Shareholders will not be requested to approve or disapprove such minutes or reports. In addition to the solicitation of proxies by mail, certain of the officers and employees of the Company, without extra compensation, may solicit proxies personally or by telephone. The Company will also request brokerage houses, nominees, custodians and fiduciaries to forward soliciting materials to the beneficial owners of common stock held of record and will reimburse such persons for forwarding such material. The cost of this solicitation of proxies will be borne by the Company. -12- ================================================================================ COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB (INCLUDING FINANCIAL STATEMENTS AND FINANCIAL STATEMENTS SCHEDULES) FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "10-KSB") MAY BE OBTAINED WITHOUT CHARGE BY WRITING TO THE COMPANY, ATTENTION: ROD O. JULANDER, SECRETARY, 2417 SOUTH 3850 WEST, SALT LAKE CITY, UTAH 84120. COPIES OF THE COMPANY'S 1999 ANNUAL REPORT TO SHAREHOLDERS, INCLUDING THE 10-KSB, ARE BEING MAILED WITH THIS PROXY STATEMENT. ADDITIONAL COPIES MAY BE OBTAINED BY WRITING TO LASER CORPORATION, ATTENTION: ROD O. JULANDER, SECRETARY, 2417 SOUTH 3850 WEST, SALT LAKE CITY, UTAH 84120. The enclosed Proxy is furnished for you to specify your choices with respect to the matters referred to in the accompanying Notice and described in this Proxy Statement. If you wish to vote in accordance with the Board's recommendations, merely sign, date and return the Proxy in the enclosed envelope, which requires no postage if mailed in the United States. A prompt return of your Proxy will be appreciated. By Order of the Board of Directors Rod O. Julander, Secretary Salt Lake City, Utah April 14, 2000 -13- ================================================================================ LASER CORPORATION ANNUAL MEETING OF SHAREHOLDERS MAY 25, 2000 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ----------------------------------------------------------- The undersigned hereby appoints B. Joyce Wickham and Rod O. Julander and each of them (acting jointly or, if one be present, then by that one alone) as Proxies, with full power of substitution, and hereby authorizes them to represent and vote, as designated below, all shares of Common Stock of the Company held of record by the undersigned or with respect to which the undersigned is entitled to vote and act on April 7, 2000 at the Annual Meeting of Shareholders to be held at the Company's corporate offices at 2417 South 3850 West, Salt Lake City, Utah, on Thursday, May 25, 2000 at 9:00 a.m., local time, or at any adjournment thereof, and especially to vote as follows: 1. Election of Directors FOR all nominees listed WITHHOLD AUTHORITY below (except as marked to vote for all to the contrary below) nominees listed below (INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH A NOMINEE'S NAME IN THE LIST BELOW:) B. Joyce Wickham Rod O. Julander Mark L. Ballard Reinhardt Thyzel 2. To ratify the appointment of Tanner + Co. as the independent certified public accountants of the Company for the fiscal year ending December 31, 2000. FOR AGAINST ABSTAIN 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournment thereof. ================================================================================ THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR AS SELECTED BY THE BOARD OF DIRECTORS AND FOR PROPOSAL 2. PLEASE SIGN AND DATE THIS PROXY WHERE SHOWN BELOW AND RETURN IT PROMPTLY: Date:___________________________,2000 Signed:______________________________ _____________________________________ (Please sign above exactly as the shares are issued. When shares are held by joint tenants, both should sign. When signing as attorney, as 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.) No Postage Is Required If This Proxy Is Returned In The Enclosed Envelope And Mailed In The United States. ================================================================================ -----END PRIVACY-ENHANCED MESSAGE-----