EX-99.1 14 c03696exv99w1.txt FORM OF PROXY EXHIBIT 99.1 ATS MEDICAL, INC. ANNUAL MEETING OF SHAREHOLDERS , 2006 4:00 P.M. THRIVENT FINANCIAL FOR LUTHERANS BUILDING 625 FOURTH AVENUE SOUTH MINNEAPOLIS, MINNESOTA ATS MEDICAL, INC. 3905 ANNAPOLIS LANE MINNEAPOLIS, MINNESOTA 55447 PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned, having duly received the Notice of Annual Meeting and Proxy Statement dated April , 2006, appoints Deborah K. Chapman and John R. Judd proxies (each with the power to act alone and with the power of substi- tution and revocation)to represent the undersigned and to vote,as designated on the matters shown on the reverse side, all shares of common stock of ATS Medical, Inc. which the undersigned is entitled to vote at the 2006 Annual Meeting of Shareholders of ATS Medical, Inc., to be held on , 2006 at the Thrivent Financial for Lutherans Building, 625 Fourth Avenue South, Minneapolis, Minnesota at 4:00 p.m. and any adjournment thereof. See reverse for voting instructions. THERE ARE THREE WAYS TO VOTE YOUR PROXY COMPANY # YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD. VOTE BY PHONE -- TOLL FREE -- 1-800-560-1965 -- QUICK *** EASY *** IMMEDIATE - Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week, until 12:00 p.m. (CT) on , 2006. - Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available. Follow the simple instructions the recording provides you. VOTE BY INTERNET -- HTTP://WWW.EPROXY.COM/ATSI/ -- QUICK *** EASY *** IMMEDIATE - Use the Internet to vote your proxy 24 hours a day, 7 days a week, until 12:00 p.m. (CT) on , 2006. - Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available. Follow the simple instructions to obtain your records and create an electronic ballot. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we've provided or return it to ATS MEDICAL, INC., c/o Shareowner Services(SM), P.O. Box 64873, St. Paul, MN 55164-0873. IF YOU VOTE BY PHONE OR INTERNET, PLEASE DO NOT MAIL YOUR PROXY CARD THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, 3, 4 AND 5. 1. Approval of the issuance of up to 19,000,000 [] For [] Against [] Abstain shares of ATS Medical's common stock pursuant to an Agreement and Plan of Merger dated as of January 23, 2006 by and among ATS Medical, Inc., Seabiscuit Acquisition Corp., a subsidiary of ATS Medical, 3F Therapeutics, Inc. and Mr. Boyd D. Cox, as representative of the 3F Therapeutics stockholders. 2. Approval of the Amendment to the Restated [] For [] Against [] Abstain Articles of Incorporation to increase the number of authorized shares of ATS Medical's capital stock from 40,000,000 to 100,000,000, and the filing of an amendment to the Restated Articles of Incorporation in connection therewith. Please fold here
3. Election of directors: 01 Michael D. Dale 03 Robert E. Munzenrider [] FOR all nominees [] WITHHOLD AUTHORITY 02 Eric W. Sivertson listed to the left to vote for the nominees (except as marked to indicated below the contrary below)
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED NOMINEE, WRITE THE NUMBER(s) OF THE NOMINEE(s) IN THE BOX PROVIDED TO THE RIGHT.) 4. Approval of the Amendment to the ATS [] For [] Against [] Abstain Medical 1998 Employee Stock Purchase Plan to increase the number of shares of common stock of ATS Medical which may be purchased under the plan by 500,000 shares. 5. Ratification of Ernst & Young LLP as ATS [] For [] Against [] Abstain Medical's independent registered public accounting firm for the fiscal year ending December 31, 2006. 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 EACH PROPOSAL AND IN THE DISCRETION OF THE NAMED PROXIES ON ALL OTHER MATTERS. Address Change? Mark Box [] Indicate changes below: Date___________________________ Signature(s) in Box Please sign exactly as your name appears hereon. Jointly owned shares will be voted as directed if one owner signs unless another owner instructs to the contrary, in which case the shares will not be voted. If signing in a representative capacity, please indicate title and authority.