-----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, QBoH1fwS0MMXp0Hh8b1XBAj9lcAjL/aByzglO8IEm/wpz6T1sTWOg33E323Tr5w4 FU2S6310pVEPq700mImWNQ== 0000896747-96-000012.txt : 19961227 0000896747-96-000012.hdr.sgml : 19961227 ACCESSION NUMBER: 0000896747-96-000012 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961223 FILED AS OF DATE: 19961226 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN BIO MEDICA CORP CENTRAL INDEX KEY: 0000896747 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] STATE OF INCORPORATION: NY FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-28666 FILM NUMBER: 96686042 BUSINESS ADDRESS: STREET 1: 102 SIMMONS RD CITY: ANCRAMDALE STATE: NY ZIP: 12503 BUSINESS PHONE: 5183294485 DEF 14A 1 SPECIAL MEEDING OF SHAREHOLDERS AMERICAN BIO MEDICA CORPORATION 102 Simons Road Ancramdale, New York 12503 800-227-1243 December 10, 1996 Dear Fellow Shareholder: A special shareholders' meeting of American Bio Medica Corporation ("ABMC") will be held at 10:00 a.m. on Monday, December 23, 1996, at The Taconic Wayside Inn, Route 344, Copake Falls, New York 12517. Enclosed you will find formal Notice of Special Meeting, Proxy and Proxy Statement, detailing the matters which will be acted upon. Directors and Officers of the Company will be present to help host the meeting and to respond to any questions from our shareholders. I hope you will be able to attend. Please sign, date and return the enclosed Proxy without delay in the enclosed envelope. If you attend the Meeting, you may vote in person even if you have previously mailed a Proxy by withdrawing your Proxy vote at the meeting. The Company's Board of Directors believes that a favorable vote for the adoption of the ABMC 1996 Nonstatutory Option Plan as described in the attached Notice of Special Meeting and Proxy Statement is in the best interest of the Company and its shareholders and unanimously recommends a vote "FOR" such matter. Accordingly, we urge you to review the accompanying material carefully and to return the enclosed Proxy promptly. Thank you for your investment and continued interest in American Bio Medica Corporation. Sincerely, Stan Cipkowski, President NOTICE OF SPECIAL ANNUAL MEETING OF SHAREHOLDERS TO THE SHAREHOLDERS OF AMERICAN BIO MEDICA CORPORATION: NOTICE is hereby given that a special meeting of shareholders (the "Special Meeting") of American Bio Medica Corporation ("ABMC") will be held at The Taconic Wayside Inn, Route 344, Copake Falls, New York 12517 on Monday, December 23, 1996, at 10:00 a.m., local time, for the following purposes: 1. Approval of the adoption by the Board of Directors of the Fiscal 1996 Nonstatutory Option Plan. 2. Transaction of such other business as may properly come before the Special Meeting, or any adjournments thereof. Only shareholders of record at the close of business on December 3, 1996 are entitled to notice of and to vote at the Special Meeting or any adjournments thereof. Your attention is directed to the Proxy Statement accompanying this notice for a more complete statement regarding matters proposed to be acted upon at the meeting. TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND MAIL PROMPTLY THE ENCLOSED PROXY, FOR WHICH A RETURN ENVELOPE IS PROVIDED. YOUR PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS EXERCISE. BY ORDER OF THE BOARD OF DIRECTORS s/Edmund Jaskiewicz Edmund Jaskiewicz, Secretary to the Board of Directors December 10, 1996 PROXY STATEMENT FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 23, 1996 AMERICAN BIO MEDICA CORPORATION 102 Simons Road Ancramdale, New York 12503 Solicitation of the enclosed proxy is made by and on behalf of the Board of Directors (the "Board of Directors") of American Bio Medica Corporation ("ABMC" or the "Company") to be used at a special meeting of shareholders ("Special Meeting") to be held at The Taconic Wayside Inn, Route 344, Copake Falls, New York 12517 on Monday, December 23, 1996 at 10:00 a.m., and at any adjournments thereof. The mailing date of the Proxy Statement and the accompanying Proxy is December 10, 1996. The cost of the solicitation of proxies will be borne by the Company. Solicitations will be made only by use of the mails, except that, if necessary, officers, directors and regular employees of ABMC may solicit proxies by telephone, telegram, facsimile or by personal contact. It is contemplated that brokerage houses and nominees may be requested to forward proxy solicitation material to the beneficial owners of the stock held of record by such persons; and ABMC may reimburse them for their charges and expenses in this connection. All properly executed proxies delivered pursuant to this solicitation will be voted at the Special Meeting in accordance with any instructions thereupon. Any person signing and mailing the enclosed proxy may, nevertheless, revoke the proxy at any time prior to the actual voting thereof by attending the Special Meeting and voting in person, by providing written notice of revocation of the proxy or by submitting a signed proxy bearing a later date. Any written notice of revocation should be sent to the attention of the Secretary of the Board at the address above. A copy of the Company's quarterly report on Form 10-QSB for the six month period ended October 31, 1996 has been mailed to you, but should not be considered proxy solicitation material. ABMC has only two classes of shares outstanding - common shares, $.01 par value per share ("Common Shares") and Class A Preferred Shares, $.01 par value per share of which only the Common Shares have voting rights. The Company has fixed the close of business on December 3, 1996 as the record date for determination of shareholders entitled to notice of and to vote at the meeting or any adjournments thereof. As of December 3, 1996, there were outstanding 12,565,227 Common Shares, each share entitled to one vote on each matter to be voted on at the Special Meeting. The holders of a majority of shares entitled to vote and represented in person or by proxy at the Special Meeting will constitute a quorum for the transaction of business at the Special Meeting. In general, Common Shares represented by a properly signed and returned proxy card will be counted as shares present and entitled to vote at the meeting for purposes of determining a quorum, without regard to whether the card reflects abstentions (or is left blank) or reflects a "broker non-vote" on a matter (i.e., a card returned by a broker because voting instructions have not been received and the broker has no discretionary authority to vote). Holders of Common Shares are not entitled to cumulative voting rights. The approval of the proposal described in the Proxy Statement requires the approval of a majority of the Common Shares present and entitled to vote in person or by proxy on that matter (and at least a majority of the minimum number of votes necessary for a quorum to transact business at the Special Meeting). The Board of Directors has adopted the Company's Fiscal 1996 Nonstatutory Stock Option Plan. 2,000,000 Common Shares were reserved under the Plan. The Plan is administered by the Board of Directors. Stock options under the Plan ("Plan Options") may be granted to employees, officers, directors, consultants of the Company or any other parties who have made a significant contribution to the business and success of the Company. The exercise price of Plan Options under the Plan may be more, equal to or less than the then current market price of the Common Shares as deemed to be appropriate. Options granted under the Plan will not qualify as "incentive stock options" under Section 422 of the Internal Revenue Code. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE ADOPTION OF THE 1996 NONSTATUTORY STOCK OPTION PLAN. ----------------------------------------------------------------- INFORMATION CONCERNING THE CONDUCT OF THE SPECIAL MEETING AND VOTING OF PROXIES REVOCABILITY OF PROXY Shares represented by valid proxies will be voted in accordance with instructions contained therein, or, in the absence of such instructions, in accordance with the Board of Directors' recommendations. Any shareholder of the Company has the unconditional right to revoke his or her proxy at any time prior to the voting thereof by any action inconsistent with the proxy, including notifying the Secretary of the Company in writing, executing a subsequent proxy, or personally appearing at the Special Meeting and casting a contrary vote. However, not such revocation will be effective unless and until such notice of revocation has been received by the Company at or prior to the Special Meeting. OTHER MATTERS The Board of Directors is not aware of any matter to be presented for action at the meeting other than the matters set forth herein. Should any other matter requiring a vote of shareholders arise, the proxies in the enclosed form confer upon the person or persons entitled to vote the shares represented by such proxies discretionary authority to vote the same in accordance with their best judgment in the interest of the Company. METHOD OF COUNTING VOTES Unless a contrary choice is indicated, all duly executed proxies will be voted in accordance with the instructions set forth on the proxy card. A broker non-vote occurs when a broker holding shares registered in street is permitted to vote, in the broker's discretion, on routine matters without receiving instructions from the client, but is not permitted to vote without instructions on non-routine, and the broker returns a proxy card with no vote (the "non-vote") on the non-routine matter. Under the rules and regulation of the primary trading markets applicable to most brokers, adoption of an option plan is a routine matter on which a broker has the discretion to vote if instructions are not received from the client in a timely manner. Abstentions will be counted as present for purposes of determining a quorum but will not be counted for or against the election of directors or the ratification of accountants. This Proxy will be voted "for" Item 1 unless "against" or "abstain" is indicated. If any other business is presented at the meeting, the Proxy shall be voted in accordance with the recommendations of Management. AVAILABILITY OF REGISTRATION STATEMENT ON FORM 10-SB. ABMC has filed with the Securities and Exchange Commission its registration statement on Form 10-SB. Shareholders wishing to receive a copy of this form may receive it without charge by writing American Bio Medica Corporation, 102 Simons Road, Ancramdale, New York 12503. BY ORDER OF THE BOARD OF DIRECTORS Edmund Jaskiewicz Secretary to the Board December 10, 1996 PROXY SPECIAL MEETING OF SHAREHOLDERS AMERICAN BIO MEDICA CORPORATION THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE CORPORATION The undersigned Shareholder of American Bio Medica Corporation, having received the Notice dated December 10, 1996, of the Special Meeting of Shareholders, hereby nominates, constitutes, appoints and authorizes Stan Cipkowski with full power to act alone, as proxies with full power of substitution, for me and in my name, place and stead, to vote all the Common Shares of said corporation standing in my name on its books on December 3, 1996, at the Special Meeting of Shareholders to be held at The Taconic Wayside Inn, Route 344, Copake Falls, New York 12517 at 10:00 a.m., Monday, December 23, 1996 or at any adjournments thereof, with all the power the undersigned would possess if personally present, as follows: 1. Approval of the adoption of the Company's Fiscal 1996 Nonstatutory Stock Option Plan. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2. Upon such other business as may be brought before the meeting or any adjournments thereof. The Board of Directors at present of no other business to be presented. THIS PROXY WILL BE VOTED "FOR" ITEM 1 ABOVE UNLESS "AGAINST" OR "ABSTAIN" IS INDICATED. IF ANY OTHER BUSINESS IS PRESENTED AT SAID MEETING, THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF MANAGEMENT. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND THE COST OF SAME IS BORNE BY THE CORPORATION. THIS PROXY MAY BE REVOKED BY WRITING THE SECRETARY TO THE BOARD, AMERICAN BIO MEDICA CORPORATION, 102 SIMONS ROAD, ANCRAMDALE, NEW YORK 12503 OR IN PERSON AT THE SPECIAL MEETING OF SHAREHOLDERS AT ANY TIME PRIOR TO ITS EXERCISE. Date: ____________________ Name: ______________________________________ Beneficial Shareholder (Please Print) Address: ___________________________________ ___________________________________ Signature(s) _______________________________ _______________________________ (All Shareholders must sign) NUMBER OF SHARES VOTING ________________ IF SHARES ARE NOT REGISTERED IN YOUR NAME, PLEASE GIVE THE NAME AND ADDRESS OF THE PERSON OR ENTITY IN WHOSE NAME THEY ARE REGISTERED. (This must be completed if applicable) Please date, fill in your complete name and address and sign above exactly as your name or names appear hereon, and return this proxy promptly in the enclosed envelope. When signing as attorney, executor, administrator, trustee or guardian, please give full title. If there is more than one fiduciary, all should sign. All joint owners must sign. EX-4 2 NONSTATUTORY OPTION PLAN AMERICAN BIO MEDICA CORPORATION NONSTATUTORY STOCK OPTION PLAN June 28, 1996 1. Purpose The purpose of this Nonstatutory Stock Option Plan (hereinafter referred to as the "Plan"), is to provide a special incentive to selected individuals who have made significant contributions to the business and success of AMERICAN BIO MEDICA CORPORATION, (hereinafter referred to as the "Company"). The Plan is designed to accomplish this purpose by offering such individuals options ("Options") to purchase shares of the common stock of the Company ("Shares") so that they will share in the Company's success. 2. Administration The Plan shall be administered by the board of directors of the Company or by an option committee to be established by the board of directors of the Company. If an option committee administers the Plan, it shall consist of three or more members, at least one of whom shall be neither an officer nor an employee of the Company. (The board of directors or an option committee shall be referred to as the "Board" herein.) The Board shall have authority, consistent with the Plan, (a) to determine which individuals shall be granted Options; (b) to determine the time or times when Options shall be granted and the number of Shares to be subject to each Option; (c) to determine the exercise price of the Shares subject to each Option and the method of payment of such price; (d) to determine the time or times when each Option becomes exercisable and the duration of the exercise period, subject to the limitations contained in Paragraph 6(b); (e) to prescribe the form or forms of the instruments evidencing any Options granted under the Plan and of any other instruments required under the Plan and to change such forms from time to time; (f) to adopt, amend and rescind rules and regulations for the administration of the Plan and the Options and for its own acts and proceedings; and (g) to decide all questions and settle all controversies and disputes which may arise in connection with the Plan. All decisions, determinations and interpretations of the Board shall be binding on all parties concerned. 3. Participants 1 The Participants in the Plan shall be employees, officers, directors, consultants of the Company or any other parties who have made a significant contribution to the business and success of the Company, as may be selected from time to time by the Board in its discretion. In any grant of Options after the initial grant, Participants who were previously granted Options or sold Shares under the Plan may be included or excluded. 4. Limitations No Option shall be granted under the Plan after April 30, 2000, but Options theretofore granted may extend beyond that date. Subject to adjustment as provided in Section 8 of the Plan, the number of Shares which may be issued under the Plan shall not exceed two (2,000,000) million in the aggregate. To the extent that any Option granted under the Plan shall expire or terminate unexercised or for any reason become unexercisable as to any Shares subject thereto, such Shares shall thereafter be available for further grants under the Plan, within the limit specified above. 5. Shares to be Issued Shares to be issued under the Plan may constitute an original issue of authorized Shares or may consist of previously issued Shares acquired by the Company, as shall be determined by the Board. The Board and the proper officers of the Company shall take any appropriate action required for such issuance. The maximum number of Shares which may be issued under the Plan is two million (2,000,000) Shares. 6. Terms and Conditions of Options All Options granted under the Plan shall be subject to the following terms and conditions (except as provided in Section 7) and to such other terms and conditions as the Board shall determine to be appropriate to accomplish the purposes of the Plan: (a) Exercise price. The exercise price under each Option shall be determined by the Board and may be more, equal to or less than the then current market price of the Shares as the Board may deem to be appropriate: provided, however, that in the event an option committee shall determine to grant an Option at less than 85% of the then current market price of the Shares, such Option shall not be granted by the option committee without the prior approval of the board of directors. (b) Period of Options. The period of an Option shall not exceed five years from the date of grant. (c) Exercise of Options. (i) Each Option shall be made exercisable at such time or times, whether or not in installments, as the Board shall prescribe at the time the Option is granted. (ii) A person electing to exercise an Option shall give written notice to the Company, as specified by the Board, of his election and of the number of Shares he has elected to purchase, such notice to be accompanied by such instruments or documents as may be required by the Board, and shall at the time of such exercise tender the purchase price of the Shares he has elected to purchase. 2 (d) Payment for Issuance of Shares. Upon exercise of any Option granted hereunder, payment in full shall be made at the time of such exercise for all such Shares then being purchased. The Company shall not be obligated to issue any Shares unless and until, in the opinion of the Company's counsel, all applicable laws and regulations have been complied with, nor, in the event the Shares at the time listed upon any stock exchange, unless and until the Shares to be issued have been listed or authorized to be added to the list upon official notice of issuance upon such exchange, nor unless or until all other legal matters in connection with the issuance and delivery of Shares have been approved by the Company's counsel. Without limiting the generality of the foregoing, the Company may require from the Participant such investment representation or such agreement, if any, as counsel for the Company may consider necessary in order to comply with the Securities Act of 1933 as then in effect, and may require that the Participant agree that any sale of the Shares will be made only in such manner as is permitted by the Board and that a Participant will notify the Company when he/she intends to make any disposition of the Shares whether by sale, gift or otherwise. The Participant shall take any action reasonably requested by the Company in such connection. A Participant shall have the rights of a stockholder only as to Shares actually acquired by him/her under the Plan. (e) Transferability of Options. No Option may be transferred by the Participant otherwise than by will or by the laws of descent and distribution, and during the Participant's lifetime the Option may be exercised only by the Participant. (f) Termination of Employment. If the Participant is an employee and his/her employment terminates for any reason other than his/her death, the Participant may, unless discharged for cause, thereafter exercise his/her Option as provided below, but only to the extent the Participant was entitled to exercise the Option on the date when his/her employment terminated. If such termination of employment is voluntary on the part of the Participant, he/she may exercise his/her Option only within ten days after the date of termination of employment (unless a longer period not in excess of three months is allowed by the Board). If such termination of employment is involuntary on the part of the Participant, he/she may exercise his/her Option only within three months after the date of termination of employment. In no event, however, may such Participant exercise his/her Option at a time when the Option would not be exercisable had the Participant remained an employee or when the termination was for cause. For purposes of this section (f), a Participant's employment shall not be considered terminated in the case of sick leave or other bona fide leave of absence approved by the Company or a subsidiary, or in the case of a transfer to the employment of a subsidiary or to the employment of the Company. Anything herein to the contrary notwithstanding, an Option may be exercised only to the extent exercisable on the date of termination of employment by death or otherwise. (g) Retirement or Resignation. If prior to the expiration date of a Participant's Option an optionee shall retire or resign with the Company's consent such Option may be exercised in the same manner as if the Optionee had continued in the Company's employ; provided, however, the Board may terminate, at any time prior to exercise, all unexercised Options if it shall determine that the retired or resigning optionee has engaged in any activity detrimental to the Company's interest. 3 (h) Death. If a Participant dies at a time when he/she is entitled to exercise an Option, then at any time or times within one (1) year after his/her death (or such further period as the Board may allow) such Option may be exercised, as to all or any of the Shares which the Participant was entitled to purchase immediately prior to his/her death, by his/her executor or administrator or the person or persons to whom the Option is transferred by will or the applicable laws of descent and distribution, and except as so exercised such Option shall expire at the end of such period. In no event, however, may an Option be exercised after the expiration of the Option period. 7. Replacement Options The Company may grant Options under the Plan on terms differing from those provided for in Section 6 where such Options are granted in substitution for Options held by employees of other corporations who concurrently become employees of the Company or a subsidiary as the result of a merger, consolidation or other reorganization of the employing corporation with the Company or subsidiary, or the acquisition by the Company or a subsidiary of the business, property or stock of the employing corporation. The Board may direct that the substitute Options be granted on such terms and conditions as the Board considers appropriate in the circumstances. 8. Changes in Stock In the event of a stock dividend, stock split or recapitalization or merger in which the Company is the surviving corporation, or other similar capital change, the number and kind of shares of stock or securities of the Company to be subject to the Plan and to Options then outstanding or to be granted thereunder, the maximum number of Shares or securities which may be issued or sold under the Plan, the exercise price and other relevant provisions shall be appropriately adjusted by the Board of the Company, the determination of which shall be binding on all persons. 9. Employment Rights The adoption of the Plan or the granting of an Option does not confer upon any individual any right to employment or continued employment with the Company or a subsidiary, as the case may be, nor does it interfere in any way with the right of the Company or a subsidiary to terminate the employment of any of its employees at any time. 10. Amendment The Board may at any time discontinue granting Options under the Plan. The Board of the Company may at any time or times amend the Plan or amend any outstanding Option or Options for the purpose of satisfying the requirements of any changes in applicable laws or regulations or for any other purpose which may at the time be permitted by law provided, however, that, except to the extent required or permitted under Section 8, no such amendment shall void or diminish Options previously granted without the consent of the Participant, nor shall any amendment increase or accelerate the conditions and actions required for the exercise of an Option unless the Participant shall have been discharged from the company's employment for cause. Adopted by the Board of Directors on June 28, 1996 4 -----END PRIVACY-ENHANCED MESSAGE-----