-----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, N04dOgA2/tPyzJE3Cvln2t8N8zKgRtbn0yHwxqRcYEpqXbQATRJftSDZ9TyhxNS0 lQa1Trh1hzuuxDvgJ0d+3A== 0000830656-98-000002.txt : 19980504 0000830656-98-000002.hdr.sgml : 19980504 ACCESSION NUMBER: 0000830656-98-000002 CONFORMED SUBMISSION TYPE: DEFS14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980521 FILED AS OF DATE: 19980430 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON BIOMEDICA INC CENTRAL INDEX KEY: 0000830656 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 042652826 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFS14A SEC ACT: SEC FILE NUMBER: 000-21615 FILM NUMBER: 98605986 BUSINESS ADDRESS: STREET 1: 375 WEST STREET CITY: WEST BRIDGEWATER STATE: MA ZIP: 02379 BUSINESS PHONE: 5085801900 DEFS14A 1 SCHEDULE 14A - DEFINITIVE PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [x] 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 ss.240.14a-11(c) or ss.240.14a-12 BOSTON BIOMEDICA, INC. - ------------------------------------------------------------------------------ (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. [ ] 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. (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 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: _______________________________________________________________ BOSTON BIOMEDICA, INC. Notice of Special Meeting in Lieu of Annual Meeting of Stockholders of Boston Biomedica, Inc. to be held on May 21, 1998 The Special Meeting in Lieu of Annual Meeting of Stockholders of BOSTON BIOMEDICA, INC. will be held on Thursday, May 21, 1998 at 4:00 p.m. at the Company's headquarters, 375 West Street, West Bridgewater, Massachusetts, for the following purposes: 1. To elect one Class II director to hold office until the 2001 Annual Meeting of Stockholders and until a successor is duly elected and qualified. 2. To consider and act upon any matters incidental to the foregoing purpose and any other matters which may properly come before the Meeting or any adjourned session thereof. The Board of Directors has fixed April 6, 1998 as the record date for determining the stockholders entitled to notice of, and to vote at, the Meeting. You are cordially invited to attend the Meeting. By Order of the Board Of Directors Candice J. Kobyluck, Clerk Boston, Massachusetts April 16, 1998 YOUR VOTE IS IMPORTANT You are urged to sign, date and promptly return the accompanying form of Proxy, so that, if you are unable to attend the Meeting, your shares may nevertheless be voted. However, the proxy is revocable as described in the proxy statement. BOSTON BIOMEDICA, INC. PROXY STATEMENT FOR THE SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 21, 1998 This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Boston Biomedica, Inc., a Massachusetts corporation with its principal executive offices at 375 West Street, West Bridgewater, Massachusetts 02379 (referred to hereinafter as the "Company"), for use at the Special Meeting in Lieu of Annual Meeting of Stockholders to be held on May 21, 1998, and at any adjournment or adjournments thereof (the "Meeting"). The enclosed proxy relating to the Meeting is solicited on behalf of the Board of Directors of the Company and the cost of such solicitation will be borne by the Company. It is expected that this proxy statement and the accompanying proxy will be mailed to stockholders on or about April 16, 1998. Certain of the officers and regular employees of the Company may solicit proxies by correspondence, telephone or in person, without extra compensation. The Company may also pay to banks, brokers, nominees and certain other fiduciaries their reasonable expenses incurred in forwarding proxy material to the beneficial owners of securities held by them. Only stockholders of record at the close of business on April 6, 1998 will be entitled to receive notice of, and to vote at, the Meeting. As of that date, there were outstanding and entitled to vote 4,644,672 shares of Common Stock, $.01 par value, of the Company (the "Common Stock"). Each such stockholder is entitled to one vote for each share of Common Stock so held and may vote such shares either in person or by proxy. The enclosed proxy, if executed and returned, will be voted as directed on the proxy or, in the absence of such direction, for the election of the nominees as directors. If any other matters shall properly come before the Meeting, the enclosed proxy will be voted by the proxies in accordance with their best judgment. The proxy may be revoked at any time prior to exercise by filing with the Clerk of the Company a written revocation, by executing a proxy with a later date, or by attending and voting at the Meeting. PROPOSAL NO. 1 ELECTION OF DIRECTORS At the Meeting, one Class II director is to be elected to serve until the 2001 Annual Meeting of Stockholders and until a successor has been duly elected and qualified. The Company's Amended and Restated Articles of Organization and Bylaws provide that the Board of Directors shall be divided into three classes. At each Annual Meeting of Stockholders following the initial classification, the directors elected to succeed those whose terms expire shall be identified as being the same class as the directors they succeed and shall be elected to hold office for a term to expire at the third Annual Meeting of Stockholders after their election, and until their respective successors are duly elected and qualified, unless an adjustment in the term to which an individual director shall be elected is made because of a change in the number of directors. The Board of Directors has fixed the initial number of directors at five and the Company's Amended and Restated Articles of Organization authorizes the Board of Directors or the stockholders to change the number from time to time. The term of Henry A. Malkasian expires at the Meeting. Mr. Malkasian has been renominated for election as a Class II director, to hold office until the 2001 Annual Meeting of Stockholders and until his successor has been duly elected and qualified. It is the intention of the persons named as proxies to vote for the election of Mr. Malkasian as a Class II director. In the unanticipated event that the nominee should be unable to serve, the persons named as proxies will vote the proxy for such substitute, if any, as the present Board of Directors may designate or to reduce the number of directors. The nominee has not been nominated pursuant to any arrangement or understanding with any person. The following table sets forth certain information with respect to the nominee and each of the directors whose term extends beyond the Meeting, including the year in which the nominee's term would expire, if elected.
Director Year Term Expires, Name Age Position Since if Elected, and Class - ---- --- -------- --------- --------------------- Francis E. Capitanio (2) 53 Director 1986 2000 Class I Calvin A. Saravis (1)(2) 67 Director 1978 2000 Class I Henry A. Malkasian (1)* 80 Director 1978 2001 Class II Kevin W. Quinlan (2) 48 Senior Vice President, 1978 1999 Finance; Chief Financial Class III Officer; Treasurer and Director
2
Richard T. Schumacher (1) 47 President; Chief Executive 1978 1999 Officer and Chairman of the Class III Board
____________________ * Nominee for Class II director. (1) Member of the Compensation Committee (2) Member of the Audit Committee Mr. Capitanio has served as a Director since January 1986. Since 1997, Mr. Capitanio has served as President of Kalisto Biologicals, Inc.. From 1996 to 1997, he served as an independent consultant in the medical diagnostics industry. From 1980 to 1996, he served as President, Treasurer and Director of Diatech Diagnostics Inc. (formerly Immunotech Corporation), an in vitro diagnostics company and a wholly owned subsidiary of Heathcare Technologies Ltd.. Mr. Capitanio received an M.B.A. from the Sloan School of Management, Massachusetts Institute of Technology and a B.S. in metallurgy from Massachusetts Institute of Technology. Dr. Saravis has served as a Director since 1978. Since 1984, he has been an Associate Professor of Surgery (biochemistry) at Harvard Medical School and an Associate Research Professor of Pathology at Boston University School of Medicine. From 1971 to 1997, Dr. Saravis was a Senior Research Associate at the Mallory Institute of Pathology and from 1979 to 1997, he was a Senior Research Associate at the Cancer Research Institute--New England Deaconess Hospital. Dr. Saravis received his Ph.D. in immunology and serology from Rutgers University. Mr. Malkasian has served as a Director since 1978. Mr. Malkasian is a practicing attorney-at-law and a member of the firm Malkasian, Hicinbothem & Mollica in Massachusetts. He received his J.D. degree from Harvard University School of Law and a B.A. degree from Clark University. Mr. Quinlan, a Director of the Company since 1978, has been Senior Vice President, Finance; Treasurer; and Chief Financial Officer since 1993. From 1990 to 1992, he was the Chief Financial Officer of ParcTec, Inc., a New York-based leasing company. Mr. Quinlan served as Vice President and Assistant Treasurer of American Finance Group, Inc. from 1981 to 1989 and was employed by Coopers & Lybrand from 1975 to 1980. Mr. Quinlan is a certified public accountant and received a M.S. in accounting from Northeastern University and a B.S. in economics from the University of New Hampshire. Mr. Schumacher, the founder of the Company, has been President since 1986, and Chief Executive Officer and Chairman since 1992. Mr. Schumacher served as the Director of Infectious Disease Services for Clinical Sciences Laboratory, a New England-based medical reference laboratory, from 1986 to 1988. From 1972 to 1985, Mr. Schumacher was employed by the Center for Blood Research, a nonprofit medical research institute associated with Harvard Medical School. Mr. Schumacher received a B.S. in zoology from the University of New Hampshire. 3 Meetings of the Board of Directors The Board of Directors of the Company held four meetings during the fiscal year ended December 31, 1997. Each current director attended at least 75% of the aggregate number of all meetings of the Board of Directors and committees of which he was a member during such fiscal year. The Board of Directors has an Audit Committee, currently comprised of Messrs. Capitanio, Quinlan and Saravis, which met twice during fiscal year 1997. The functions performed by this Committee include recommending to the Board of Directors the engagement of the independent accountants, reviewing the scope of internal controls and reviewing the implementation by management of recommendations made by the independent accountants. The Board of Directors also has a Compensation Committee, currently comprised of Messrs. Schumacher, Saravis and Malkasian. The Compensation Committee met twice during fiscal year 1997. The functions of the Compensation Committee include making recommendations and presentations to the Board of Directors on compensation levels, including salaries, incentive plans, benefits and overall compensation, for officers and directors and issuance of stock options to officer, directors and employees. The Board of Directors does not have a nominating committee. Changes in directors are considered by the whole Board of Directors. 4 Security Ownership of Directors, Officers and Certain Beneficial Owners The following table sets forth certain information as of March 15, 1998 concerning the beneficial ownership of Common Stock by each director, each nominee for director, each named executive officer in the Summary Compensation Table under "Executive Compensation," below, all executive officers and directors as a group, and each person known by the Company to be the beneficial owner of 5% or more of the Company's Common Stock. This information is based upon information received from or on behalf of the named individuals. Number of Shares of Percent Common Stock of Name * Beneficially Owned Class ------ ------------------- ------- Richard T. Schumacher(1)(2).................. 1,011,707 21.18% c/o Boston Biomedica, Inc. 375 West Street West Bridgewater, MA 02379 Henry A. Malkasian(1)(3)..................... 314,010 6.74% c/o Malkasian, Hicinbothem & Mollica Framingham Executive Park 40 Speen Street Framingham, MA 01701 Kevin W. Quinlan(1).......................... 90,600 1.92% Patricia E. Garrett, Ph.D.(1)................ 53,750 1.15% Richard C. Tilton, Ph.D.(1).................. 61,250 1.31% Mark M. Manak, Ph.D.(1)(4)................... 54,250 1.15% Barry M. Warren(1)........................... 26,250 ** Ronald V. DiPaolo, Ph.D. (1)................. 27,000 ** Calvin A. Saravis, Ph.D.(1).................. 10,956 ** Francis E. Capitanio(1)...................... 2,500 ** All Executive Officers and Directors as a group (10 Persons)(1)(2)(3)(4)................. 1,652,273 34.90% Irwin J. Gruverman(5)........................ 378,510 8.13% c/o G & G Diagnostics Limited Partnership I 30 Ossipee Road Newton, MA 02164 ____________ * Address provided for beneficial owners of more than 5% of the Common Stock ** Less than 1% of the outstanding Common Stock. (1) Includes the following shares subject to options exercisable within 60 days after March 15, 1998: Mr. Schumacher - 132,500; Mr. Malkasian - 11,250; Mr. Quinlan - 67,500; Dr. Garrett - 23,750; Dr. Tilton - 36,250; Dr. Manak - 36,250; Mr. Warren - 26,250; Dr. DiPaolo - 27,000; Dr. Saravis - 10,956; and Mr. Capitanio - 2,500. (2) Includes 50,000 shares held of record by Mr. Schumacher's spouse and 20,000 shares held of record by Mr. Schumacher as custodian for his daughter. Excludes certain additional shares held by other relatives of Mr. Schumacher as to which Mr. Schumacher disclaims beneficial ownership. 5 (3) Includes 12,000 shares held of record by Mr. Malkasian's son, 5,000 shares held by Mr. Malkasian's daughter, 53,150 shares held by Mr. Malkasian's spouse and 30,000 shares held by Mr. Malkasian as trustee in trust for each of his son and his daughter. (4) Includes 4,000 shares held of record by Mr. Manak as custodian for his daughter. (5) Includes 355,593 shares held of record by three limited partnerships of which Mr. Gruverman is the general partner and 10,000 shares subject to immediately exercisable options held by Mr. Gruverman. Executive Compensation The following Summary Compensation Table sets forth the compensation of each of the Chief Executive Officer and the executive officers of the Company Summary Compensation Table -------------------------- Annual Compensation All Other Name and Fiscal Year Salary Compensation Principal Position Ended ($) ($) ------------------ ----------- ------------------- ------------ Richard T. Schumacher 12/31/97 $194,616 $2,008(1) President, Cheif 12/31/96 193,502 2,008(1) Executive Officer 12/31/95 166,676 and Director Kevin W. Quinlan 12/31/97 $139,927 Senior Vice President, 12/31/96 133,772 1,650(2) Finance, Chief Financial 12/31/95 120,615 Officer and Director Barry M. Warren 12/31/97 $129,367 --- Senior Vice President, 12/31/96 123,671 $1,500(2) Sales & Marketing 12/31/95 Richard C. Tilton, Ph.D. 12/31/97 $121,164 $6,000(3) Senior Vice President, 12/31/96 106,197 6,000(3) Specialty Laboratory 12/31/95 111,924 6,000(3) Services Mark M. Manak, Ph.D. 12/31/97 $116,388 --- Senior Vice President, 12/31/96 111,058 --- Research & Development 12/31/95 102,753 Patricia E. Garrett, Ph.D. 12/31/97 $106,188 Senior Vice President, 12/31/96 100,966 1,650(2) Regulatory Affairs & 12/31/95 92,353 Strategic Programs Ronald V. DiPaolo, Ph.D. 12/31/97 $98,741 --- Vice President, 12/31/96 94,396 $1,500(2) Operations 12/31/95 86,614 ____________________ (1) Consists of personal usage of Company vehicle, and includes the value of premiums paid for a term life insurance policy. (2) Consists of automobile allowance, discontinued as of March 31, 1995. (3) Consists of automobile allowance. 6 The following tables set forth certain information with respect to stock options exercised and the aggregate number of and value of options unexercisable and exercisable held by the Named Executive Officers during fiscal 1997. No stock options were granted to any of the Named Executive Officers in fiscal 1997. Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values ---------------------------------------------
Number of Value of Unexercised Unexercised In-the-Money Options Options at 12/31/97 at 12/31/97(1) ------------------- -------------------- Shares Acquired (Exercisable/ (Exercisable/ on Exercise Value Realized Unexercisable) Unexercisable) Name (#) ($) (2) (#) ($) - ---- ---------------- -------------- ------------------- -------------------- Richard T. Schumacher 131,250/3,750 $547,875/$(5,625) Kevin W. Quinlan 3,000 $15,000 66,250/3,750 $213,125/$(5,625) Barry M. Warren 20,625/16,875 $6,563/$(25,313) Richard C. Tilton, Ph.D. 35,625/1,875 $86,563/$(2,813) Mark M. Manak, Ph.D. 35,625/1,875 $104,063/$(2,813) Patricia E. Garrett, Ph.D. 10,000 $50,000 33,125/1,875 $137,563/$(2,813) Ronald V. DiPaolo, Ph.D. 26,500/1,500 $96,650/$(2,250)
___________________ (1) Based upon the closing sale price of the Common Stock on December 31, 1997 ($5.50) on the NASDAQ National Market, minus the respective option exercise price. (2) Based upon the closing price of the Common Stock on the date of exercise, minus the respective option exercise price. Compensation of Directors Directors of the Company do not receive cash compensation for their services. Each director is eligible to receive options to purchase Common Stock under the Company's 1987 Non-Qualified Stock Option Plan. Compensation Committee Interlocks and Insider Participation Decisions regarding executive compensation are made by the Board of Directors based on the recommendations of the Compensation Committee. The Compensation Committee of the Board of Directors is comprised of Richard T. Schumacher, Henry A. Malkasian and Calvin A. Saravis, each of whom has received options to purchase Common Stock. Mr. Schumacher serves as the President and Chief Executive Officer of the Company. Messrs. Malkasian and Saravis are neither former nor current officers or employees of the Company. 7 Compensation Committee Report The Compensation Committee of the Board of Directors is comprised of Mr. Schumacher and two nonemployee directors, Messrs. Malkasian and Saravis. The functions of the Compensation Committee include making recommendations and presentations to the Board of Directors on compensation levels, including salaries, incentive plans, benefits and overall compensation for officers and directors and issuance of stock options to officers, directors and employees. The Compensation Committee determines the compensation to be paid to the Chief Executive Officer and each of the other executive officers of the Company. The objectives of the Compensation Committee in determining the type and amount of executive officer compensation are to provide a level of base compensation which allows the Company to attract and retain superior talent. The Compensation Committee endeavors to align the executive officer's interests with the success of the Company through participation in the Company's Employee Stock Option Plan, which provides the executive officer with the opportunity to build a substantial ownership interest in the Company. The compensation of executive officers includes cash compensation, the grant of stock options and participation in benefit plans generally available to employees. In determining base salary, the Compensation Committee considers executive compensation for comparably sized companies as well as the individual experience and performance of each executive officer. The Compensation Committee sets base salaries at a level that it believes is comparable to cash compensation of officers with similar responsibilities in similarly situated corporations. Each of the executive officers, including Mr. Schumacher, and all full-time employees are eligible to receive grants of options under the Company's Employee Stock Option Plan. The Employee Stock Option Plan is used to provide incentives to officers and employees and to associate more closely the interests of such persons with stockholders' interests and the long-term success of the Company. In determining the number of options to be granted to each executive officer or employee, the Compensation Committee makes a subjective determination based on factors such as the individual's level of responsibility, performance, and number of options held, with no particular weight given to any factor. During fiscal 1997, no options were granted to executive officers under the Employee Stock Option Plan. During the fiscal year ended December 31, 1997, Mr. Schumacher, the Company's Chief Executive Officer, received a base salary of $194,616. The Compensation Committee believes that this compensation is comparable to the cash compensation of chief executive officers of comparable companies. Mr. Schumacher did not receive any stock options in 1997. Compensation Committee Richard T. Schumacher Henry A. Malkasian Calvin A. Saravis 9 Performance Graph The following graph compares the change in the Company's cumulative total shareholder return from October 31, 1996, when the Company's Common Stock became publicly traded, to February 27, 1998, including December 31, 1997, the last trading day of fiscal 1997, with the cumulative total return on the NASDAQ Stock Market Index (U.S. Companies) and the NASDAQ Pharmaceuticals Stocks Index (SIC 2830-2839 U.S. and Foreign) for that period. [Performance Graph] Legend
Symbol Index Description 10/31/96 12/31/96 03/31/97 06/30/97 09/30/97 12/31/97 02/27/98 - ------ ----------------- -------- -------- -------- -------- -------- -------- -------- _____[] Boston Biomedica, Inc. 100.0 87.1 122.6 109.7 93.5 71.0 98.4 - -----/\ Nasdaq Stock Market 100.0 106.1 100.4 118.7 138.8 130.2 147.0 (U.S. Companies) _ _ _o Nasdaq Pharmaceuticals 100.0 101.6 96.5 104.2 116.9 104.9 107.3 Stocks (SIC 2830-2839 U.S. & Foreign)
Assumes $100 invested on October 31, 1996 in the Company's Common Stock, the Nasdaq Stock Market Index (U.S. Companies) and the Nasdaq Pharmaceuticals Stocks Index (SIC 2830-2839 U.S. & Foreign), and the reinvestment of any and all dividends. 9 Certain Relationships And Related Transactions The Company is a party to a Registration Rights Agreement dated June 5, 1990, as amended (the "Registration Agreement"), with G&G Diagnostics Limited Partnership I and G&G Diagnostics Limited Partnership II (together, "G&G") pursuant to which G&G has certain rights to have its shares of Common Stock registered by the Company under the Securities Act. A total of 355,593 shares of Common Stock (the "Registrable Shares") held by G&G or subject to warrants held by G&G may be registered under the Registration Agreement. If the Company proposes to register any of its securities under the Securities Act, either for its own account or for the account of other securityholders, G&G is entitled to notice of the registration and is entitled to include, at the Company's expense, the Registrable Shares therein, provided, among other conditions, that the underwriters have the right to limit the number of such shares included in the registration. In addition, G&G may require the Company at its expense on no more than two occasions, to file a registration statement under the Securities Act with respect to its Registrable Shares, and the Company is required to use its best efforts to effect such a registration, subject to certain conditions and limitation. Further, G&G may require the Company at its expense to register the Registrable Shares on Form S-3 when such form is available to the Company, subject to certain conditions and limitations. 10 OTHER MATTERS Voting Procedures The votes of stockholders present in person or represented by proxy at the Meeting will be tabulated by an inspector of elections appointed by the Company. The nominee for director of the Company who receives the greatest number of votes cast by stockholders present in person or represented by proxy at the Meeting and entitled to vote thereon will be elected director of the Company. Abstentions and broker non-votes will be counted as present in determining whether the quorum requirement is satisfied. Abstentions and broker non-votes will have no effect on the outcome of the vote for the election of directors. Shares of Common Stock held of record by brokers who do not return a signed and dated proxy will not be considered present at the Meeting, will not be counted towards a quorum and will not be voted in the election of directors. Independent Accountants The Board of Directors will review the appointment of Coopers & Lybrand L.L.P. as the independent accountants to audit the Company's consolidated financial statements for the fiscal year ending December 31, 1998. Such firm has served continuously in that capacity since 1993. A representative of Coopers & Lybrand L.L.P. will be at the Meeting and will be given an opportunity to make a statement, if so desired. The representative will be available to respond to appropriate questions. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's executive officers and directors, and persons who own more than 10% of the Company's Common Stock, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission and the Nasdaq. Executive officers, directors and greater than 10% stockholders are required to furnish the Company with copies of all Forms 3, 4 and 5 they file. Based solely on the Company's review of the copies of such Form(s) it has received and written representations from certain reporting persons that they were not required to file Form 5 for specified fiscal years, the Company believes that all of its executive officers, directors and greater than 10% stockholders complied with all Section 16(a) filing requirements applicable to them during the Company's fiscal year ended December 31, 1997 except as follows: 11 The executive officers and directors listed in the table below filed a Form 5 in April 1998, reporting, as indicated in the table, the grant and exercise of stock options, and Messrs. Saravis and Capitanio filed a Form 4 in April 1998, reporting the sales or transfers as indicated in the table: Name Option Options Shares Sold or Exercise Granted Transferred Kevin W. Quinlan 3,000 Patricia E. Garrett, Ph.D. 10,000 Calvin A. Saravis, Ph.D. 4,294 2,500 4,294 Francis E. Capitanio 2,500 3,000 Henry A. Malkasian 2,500 12 Other Proposed Action The Board of Directors knows of no matters which may come before the Meeting other than the election of directors. However, if any other matters should properly be presented to the Meeting, the persons named as proxies shall have discretionary authority to vote the shares represented by the accompanying proxy in accordance with their own judgment. Stockholder Proposals Proposals which stockholders intend to present at the Company's 1999 Annual Meeting of Stockholders and wish to have included in the Company's proxy materials must be received by the Company no later than December 17, 1998. Incorporation By Reference To the extent that this Proxy Statement has been or will be specifically incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, the sections of the Proxy Statement entitled "Compensation Committee Report" and "Performance Graph" shall not be deemed to be so incorporated, unless specifically otherwise provided in any such filing. Annual Report on Form 10-K Copies of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 as filed with the Securities and Exchange Commission are available to stockholders without charge upon written request addressed to Investor Relations, Boston Biomedica, Inc., 375 West Street, West Bridgewater, Massachusetts 02379. IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS ARE URGED TO FILL IN, SIGN AND RETURN THE ACCOMPANYING FORM OF PROXY IN THE ENCLOSED ENVELOPE. 98proxy.doc-kbenjamin-040798/3 13 PROXY BOSTON BIOMEDICA, INC. PROXY The undersigned hereby appoints Richard T. Schumacher and Kevin W. Quinlan, and each of them, acting singly, with full power of substitution, attorneys, and proxies to represent the undersigned at the 1998 Special Meeting in Lieu of Annual Meeting of Stockholders of Boston Biomedica, Inc. to be held on Thursday, May 21, 1998, and at any adjournment or adjournments thereof, with all power which the undersigned would possess if personally present, and to vote all shares of stock which the undersigned may be entitled to vote at said meeting upon the matters set forth in the Notice of and Proxy Statement for the Meeting in accordance with the following instructions and with discretionary authority upon such other matters as may come before the Meeting. All previous proxies are hereby revoked. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IT WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED AND IF NO DIRECTION IS INDICATED, IT WILL BE VOTED FOR THE ELECTION OF THE NOMINEES AS DIRECTORS. Continued, and to be signed, on reverse side (Please fill in the reverse side and mail in enclosed envelope) 14 The Board of Directors recommends a vote FOR the election of the nominee as director. [X] Please mark votes as in this example. 1. Election of Director: Nominee: Henry A. Malkasian [ ] FOR THE NOMINEE [ ] WITHHOLD AUTHORITY to vote for the nominee _________________________________________________________ INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED ABOVE. MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ] (Signatures should be the same as the name printed hereon. Executors, administrators, trustees, guardians, attorneys, and officers of corporations should add their titles when signing). Signature:___________________________ Title:________________ Date:__________ Signature:___________________________ Title:________________ Date:__________ 15 15 1 2 -----END PRIVACY-ENHANCED MESSAGE-----