-----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, VzfExMS/tHgXMWcC74PWuEzk1G35Gk7FQR2/0mzIQuB+TtovEeiYPIPwIQS+ryrv wYB2h/apj8Lm5XbDzukNqw== 0001015402-99-001219.txt : 19991105 0001015402-99-001219.hdr.sgml : 19991105 ACCESSION NUMBER: 0001015402-99-001219 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991112 FILED AS OF DATE: 19991104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIED HEALTHCARE PRODUCTS INC CENTRAL INDEX KEY: 0000874710 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 231370721 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 000-19266 FILM NUMBER: 99741139 BUSINESS ADDRESS: STREET 1: 1720 SUBLETTE AVE CITY: ST LOUIS STATE: MI ZIP: 63110 BUSINESS PHONE: 3147712400 MAIL ADDRESS: STREET 1: 1720 SUBLETTE AVENUE CITY: ST LOUIS STATE: MO ZIP: 63110 DEF 14A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [X] Filed by 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 ------------------------ ALLIED HEALTHCARE PRODUCTS, INC (Name of Registrant as Specified In Its Charter) ------------------------ Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1 Title of each class of securities to which transaction applies: ----------------------------------- 2 Aggregate number of securities to which transaction applies: ----------------------------------- 3 Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (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: ----------------------------------- October 1, 1999 Dear Stockholder: You are cordially invited to attend the Annual Meeting of Stockholders which will be held at the Corporate Headquarters of Allied Healthcare Products, Inc., 1720 Sublette, St. Louis, Missouri 63110 at 9:00 a.m., Central Time, on Friday, November 12, 1999. On the following pages you will find the formal Notice of Annual Meeting and Proxy Statement. Whether or not you plan to attend the meeting in person, it is important that your shares be represented and voted at the meeting. Accordingly, please date, sign and return the enclosed proxy card promptly. We hope that you will attend the meeting and look forward to seeing you there. Sincerely, John D. Weil Chairman of the Board Earl R. Refsland Chief Executive Officer ALLIED HEALTHCARE PRODUCTS, INC. ____________________ NOTICE OF ANNUAL MEETING OF STOCKHOLDERS FRIDAY, NOVEMBER 12, 1999 ____________________ To the Stockholders of Allied Healthcare Products, Inc.: The Annual Meeting of Stockholders of Allied Healthcare Products, Inc., a Delaware corporation (the "Company"), will be held at the Corporate Headquarters of Allied Healthcare Products, Inc., 1720 Sublette, St. Louis, Missouri 63110 on Friday, November 12, 1999 at 9:00 a.m., Central Time, for the following purposes: (1) To elect five directors to serve until the next Annual Meeting of Stockholders or until their successors are elected and qualified; (2) To act on the proposed approval of the Company's 1999 Incentive Stock Plan; (3) To transact such other business as may properly come before the meeting or any adjournment thereof. The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. Only stockholders of record at the close of business on September 30, 1999 are entitled to notice of and to vote at the meeting. A list of stockholders of the Company at the close of business on September 30, 1999 will be available for inspection during normal business hours from November 1 through November 12, 1999 at the offices of the Company at 1720 Sublette Avenue, St. Louis, Missouri 63110 and will also be available at the meeting. By Order of the Board of Directors, Thomas A. Jenuleson Vice President-Finance, Chief Financial Officer Secretary & Treasurer St. Louis, Missouri October 1, 1999 - -------------------------------------------------------------------------------- |PLEASE FILL OUT, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT IN THE| |ACCOMPANYING POSTAGE PAID ENVELOPE, EVEN IF YOU PLAN TO ATTEND THE MEETING.| |YOU MAY REVOKE YOUR PROXY IN WRITING, OR AT THE ANNUAL MEETING IF YOU WISH TO| |VOTE IN PERSON. | - -------------------------------------------------------------------------------- ALLIED HEALTHCARE PRODUCTS, INC. 1720 SUBLETTE AVENUE ST. LOUIS, MISSOURI 63110 ____________________ PROXY STATEMENT ____________________ ANNUAL MEETING OF STOCKHOLDERS FRIDAY, NOVEMBER 12, 1999 ____________________ SOLICITATION AND REVOCATION OF PROXIES The enclosed proxy is solicited by the Board of Directors of Allied Healthcare Products, Inc., a Delaware corporation (the "Company"), for use at the Annual Meeting of Stockholders (the "Annual Meeting") to be held at 9:00 a.m., Central Time, Friday, November 12, 1999, or at any adjournment thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be held at the Corporate Headquarters of Allied Healthcare Products, Inc., 1720 Sublette, St. Louis, Missouri 63110. The proxy is revocable at any time prior to its exercise by delivering to the Company a written notice of revocation or a duly executed proxy bearing a later date or by attending the Annual Meeting and voting in person. This proxy material is first being sent to stockholders on or about October 1, 1999. OUTSTANDING SHARES AND VOTING RIGHTS Stockholders of record at the close of business on Thursday, September 30, 1999 are entitled to notice of and to vote at the Annual Meeting. As of the close of business on that date, there were outstanding and entitled to vote 7,806,682 shares of common stock, $.01 par value ("Common Stock"), each of which is entitled to one vote. No cumulative voting rights exist under the Company's Amended and Restated Certificate of Incorporation. For information regarding the ownership of the Company's Common Stock by holders of more than five percent of the outstanding shares and by the management of the Company, see "Security Ownership of Certain Beneficial Owners and Management." For purposes of determining the presence of a quorum and counting votes on the matters presented, shares represented by abstentions and "broker non-votes" (described below) will be counted as present, but not as votes cast, at the Annual Meeting. Under Delaware law and the Company's By-laws, the election of directors at the Annual Meeting will be determined on the basis of a percentage of votes cast at the Annual Meeting and requires the affirmative vote of the holders of a majority of the Company's Common Stock represented and voting at the Annual Meeting for approval. All other matters expected to be submitted for consideration at the Annual Meeting require the affirmative vote of the holders of a majority of the Company's Common Stock represented and voting at the Annual Meeting for approval. Proxies submitted by brokers that do not indicate a vote for some of the proposals because the brokers don't have discretionary voting authority and haven't received instructions from the beneficial owners on how to vote on those proposals are called "broker non-votes." ITEM NO. 1 ---------- ELECTION OF DIRECTORS The Company's Board of Directors is comprised of a single class. The directors are elected at the Annual Meeting of the Stockholders of the Company and each director elected holds office until his or her successor is elected and qualified. The Board currently consists of seven members. The stockholders will vote at the 1999 Annual Meeting for the election of five directors for the one-year term expiring at the Annual Meeting of Stockholders in 2000. There are no family relationships among any directors or executive officers of the Company. The persons named in the enclosed proxy will vote for the election of the nominees named below unless authority to vote is withheld. All nominees have consented to serve if elected. In the event that any of the nominees should be unable to serve, the persons named in the proxy will vote for such substitute nominee or nominees as they, in their discretion, shall determine. The Board of Directors has no reason to believe that any nominee named herein will be unable to serve. The Board of Directors recommends voting "FOR" each of the nominees named below. The following material contains information concerning the nominees for election as Directors.
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION DIRECTOR SINCE - ----------------------- --- ------------------------------------------- -------------- Brent D. Baird. . . . . 60 Chairman of First Carolina Investors, Inc. April 1999 of Buffalo, New York James B. Hickey, Jr . . 46 President and Chief Executive Officer of February 1998 Angeion Corporation, Minneapolis, Minnesota William A. Peck . . . . 66 Executive Vice Chancellor for Medical April 1994 Affairs and Dean, School of Medicine, Washington University, St. Louis, Missouri Earl R. Refsland . 56 President and Chief Executive Officer of September 1999 the Company, St. Louis, Missouri John D. Weil. . . . . . 58 President of Clayton Management Co., August 1997 St. Louis, Missouri
Except as set forth below, each of the nominees has been engaged in his principal occupation described above during the past five years. Mr. Baird is a private investor and Chairman of First Carolina Investors, Inc., a closed-end, non-diversified management investment company (listed on the Boston Stock Exchange). Mr. Baird currently serves as a director of First Carolina Investors, Inc., Exolon-ESK Company, M & T Bank Corporation, Todd Shipyards Corporation, Merchants Group, Inc., Marine Transport Corporation, and Ecology and Environment, Inc. Mr. Hickey has been President and Chief Executive Officer of Angeion Corporation, based in Minneapolis, Minnesota since July, 1998. Mr. Hickey served as President and Chief Executive Officer of Aequitron Medical from 1993 to 1997. Mr. Hickey currently serves as a director of Vital Images, Inc., Angeion Corporation and Pulmonetic Systems, Inc. Dr. Peck has served as Executive Vice Chancellor for Medical Affairs since 1993, and Dean of the School of Medicine since 1989, at Washington University, St. Louis, Missouri. Dr. Peck currently serves as a director of Reinsurance Group of America, Angelica Corporation, Hologic Corporation and TIAA CREF Trust. Mr. Refsland has served as President and Chief Executive Officer of the Company since September, 1999. From February, 1999 to present, Mr. Refsland serves as a Director and Chairman of the Board of Andros Technologies. From May, 1995 to March, 1998, Mr. Refsland served as President and CEO of Photometrics Limited. Mr. Refsland previously served as Chief Executive Officer and member of the Board of Directors of Allied Healthcare Products, Inc. from 1986 to 1993. Mr. Weil has served as President of Clayton Management Co. since 1973. Mr. Weil currently serves as a director of Pico Holdings, Inc., Oglebay Norton Co., Southern Investors Service Co., Todd Shipyards Corp. and Baldwin Lyons, Inc. IF YOU SIGN AND RETURN THE PROXY FORM AND DO NOT SPECIFY OTHERWISE, WE WILL VOTE YOUR SHARES FOR THE ELECTION OF THE FIVE NOMINEES LISTED ABOVE. ITEM NO. 2 ---------- ADOPTION OF ALLIED HEALTHCARE PRODUCTS, INC. 1999 INCENTIVE STOCK PLAN The stockholders are asked to consider and vote upon a proposal to adopt the 1999 Incentive Stock Plan (the "1999 Plan"). The summary of major features of the 1999 Plan that follows is subject to the specific provisions in the full text of the 1999 Plan is available from the Company upon request. PURPOSE On August 24, 1999, the Board of Directors adopted the 1999 Plan to encourage eligible employees of the Company, and its subsidiaries to acquire Common Stock in the Company. The primary purpose of the 1999 Plan is to aid the Company in recruiting and retaining qualified executive employees. In addition, the 1999 Plan is designed to stimulate employees' efforts on the Company's behalf, to maintain and strengthen their desire to remain with the Company and to encourage employees to have a greater personal financial investment in the Company through ownership of its Common Stock. ADMINISTRATION Awards under the 1999 Plan shall be administered by the Board of Directors of the Company which may delegate the power to grant awards to a committee (the "Committee") consisting of two or more Non-Employee Directors as that term is defined in Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Board or such Committee is authorized, subject to the provisions of the 1999 Plan, to establish such rules and regulations as it deems necessary for the proper administration of the 1999 Plan, as well as to make such determinations and to take such action in connection therewith or in relation to the 1999 Plan as it deems necessary or advisable, consistent with the 1999 Plan. Except as otherwise provided herein, the Board may delegate some or all of its power and authority hereunder with respect to matters other than the grant of awards to the Chief Executive Officer or to such other senior member of management as the Board deems appropriate; provided, however, that no such delegation shall be applicable with regard to any matter or action affecting an officer subject to Section 16 of the Exchange Act. ELIGIBILITY All regular full-time employees of the Company and its subsidiaries, including officers, whether or not directors of the Company, shall be eligible to participate in the 1999 Plan if designated by the Board or the Committee; provided, however that Non-Employee Directors are not eligible. It is intended that awards under the 1999 Plan will be made to key officers or management employees of the Company or a subsidiary who are in a position to have significant impact or achievement of the Company's long term objectives. In particular, it is intended that awards under the 1999 Plan will be made to persons not previously employed by the Company as an essential inducement to such persons to enter into an employment relationship with the Company. DESCRIPTION OF INCENTIVES Incentives under the ISP may be granted in any one or a combination of (i) Nonqualified Stock Options; (ii) Reload or Stock Appreciation Right features in conjunction with such Nonqualified Options; (iii) Performance Share Awards; and (iv) Restricted Stock Grants (collectively "Incentives") not qualifying for treatment as statutory incentive stock options. All Incentives shall be subject to the terms and conditions set forth in the 1999 Plan and to such other terms and conditions as may be established by the Committee. NON-QUALIFIED STOCK OPTIONS. Non-Qualified Stock Options ("Stock Options") contain the following general features. For a more detailed description of the specific features of Stock Options reference should be made to the full text of the 1999 Plan set forth as Appendix A to this Proxy Statement. Exercise Price. The exercise price per share with respect to each Non-Qualified Stock Option ("Stock Option) shall not be less than 90% of the fair market value of the Company's Common Stock as of the date such Stock Option is granted. Period of Option. The period of each Stock Option shall be fixed at the time of each grant, except that Stock Options shall not be exercisable for more than ten (10) years after the date of grant. Payment. The exercise price of each Stock Option granted under the 1999 Plan is payable to the Company at the time such Stock Option is exercised either in the form of cash or, in the discretion of the Company, in whole or in part, in the form of shares of Common Stock of the Company already owned by the grantee. (See "Exchange Exercise Feature" below.) Income Tax Effect. For purposes of federal income tax, a grantee recognizes ordinary income upon the exercise of such option in an amount equal to the difference between the fair market value of the stock as of the date of exercise and the exercise price of the option. At such time, the Company is entitled to a corresponding compensation expense deduction. STOCK APPRECIATION RIGHTS. The Company may include with any Stock Option granted hereunder so-called tandem stock appreciation rights allowing the grantee to receive, in lieu of the exercise of such Stock Option, the value of the Stock Option as evidenced by the amount by which the fair market value exceeds the exercise price. In connection with the grant of any such tandem stock appreciation rights, the Stock Option grant shall specify whether such right (if exercised) shall be payable in cash or in shares of the Company's Common Stock or in a combination thereof. PERFORMANCE SHARE AWARDS. The Committee may grant Incentives under which payment may be made if the performance of the Company or any subsidiary or division of the Company selected by the Committee meets certain goals established by the Committee during a time period designated by the Committee. Such awards shall be subject to terms and conditions set forth in the 1999 Plan and otherwise prescribed by the Committee. RESTRICTED STOCK AWARDS. The Company may issue shares of restricted Common Stock to an employee, subject to certain terms and conditions set forth in the 1999 Plan, including, without limitation, continued employment with the Company for a period of time designated by the Committee ("Restriction Period"). Shares of Common Stock issued in the form of restricted Common Stock will not be transferable by the grantee during the Restriction Period. The Committee can provide that dividends on Restricted Stock awards either be paid to the grantee or accumulated for the benefit of the grantee and paid only after the end of the Restriction Period. EXCHANGE EXERCISE FEATURE. The Company may in its discretion permit employees to make payment of the exercise price in respect of outstanding options by delivering to the Company shares of the Company's Common Stock having a current market price equal to the option exercise price. SHARES AVAILABLE FOR INCENTIVES The 1999 Plan relates to a maximum of 1,000,000 shares of the Company's Common Stock. As of September 15, 1999, the market price of the Company's Common Stock was $2.94 per share. As of the date of this Proxy Statement, a non-statutory option to acquire 542,000 of the Company's Common Stock, at an exercise price of $2.00, was issued to Mr. Earl R. Refsland, the Company's recently appointed President and Chief Executive Officer. Mr. Refsland received his award as an inducement to him to enter into an employment contract with the Company. STOCKHOLDER APPROVAL PURSUANT TO RULE 4460(I)(1)(A) OF THE NASDAQ MARKET MARKETPLACE RULES, SHAREHOLDER APPROVAL OF A STOCK OPTION PLAN IS NOT REQUIRED FOR BROADLY BASED PLANS THAT INCLUDE EMPLOYEES OTHER THAN OFFICERS AND DIRECTORS. IN ADDITION, SHAREHOLDER APPROVAL IS NOT REQUIRED WHEN A STOCK OPTION PLAN IS DESIGNED SUCH THAT AWARDS MAY BE GRANTED TO PERSONS NOT PREVIOUSLY EMPLOYED BY AN ISSUER AS AN INDUCEMENT ESSENTIAL TO SUCH PERSON'S ENTERING INTO AN EMPLOYMENT CONTRACT WITH THE ISSUER. IN ADOPTING AND APPROVING THE 1999 PLAN, THE BOARD OF DIRECTORS HAVE RELIED ON THE FOREGOING EXCEPTIONS TO THE SHAREHOLDER APPROVAL RULE FOUND IN RULE 4460(I)(1)(A). APPROVAL OF THE 1999 PLAN BY THE STOCKHOLDERS WILL GIVE THE BOARD OF DIRECTORS THE FLEXIBILITY TO UTILIZE AWARDS IN OTHER CONTEXTS CONSISTENT WITH THE PROVISIONS OF THE 1999 PLAN. IN THE EVENT THAT THE COMPANY DOES NOT RECEIVE THE REQUISITE NUMBER OF VOTES IN FAVOR OF THE 1999 PLAN IN CONNECTION WITH THE SOLICITATION BEING MADE IN THIS PROXY STATEMENT, THE BOARD OF DIRECTORS HAVE DETERMINED THAT IT IS IN THE BEST INTERESTS OF THE COMPANY TO RETAIN THE 1999 PLAN AND TO OPERATE THE 1999 PLAN IN A MANNER CONSISTENT WITH THE EXCEPTIONS TO RULE 4460(I)(1)(A). THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" THE ALLIED HEALTHCARE PRODUCTS, INC. 1999 INCENTIVE STOCK PLAN. IF YOU SIGN AND RETURN THE PROXY FORM AND DO NOT SPECIFY OTHERWISE, WE WILL VOTE YOUR SHARES TO APPROVE THE ADOPTION OF THE 1999 INCENTIVE STOCK PLAN. OTHER BUSINESS We do not know of any other matters to be presented at the meeting. If any other matter is properly presented for a vote at the meeting, your shares will be voted by the holders of the proxies using their best judgment. BOARD MEETINGS-COMMITTEES OF THE BOARD The Board of Directors of the Company held five meetings during the fiscal year ended June 30, 1999. The Board of Directors presently maintains a Compensation Committee, an Audit Committee and a Nominating Committee. The Compensation Committee consists of Messrs. Hickey, Weil and Gee. This committee reviews and approves the Company's executive compensation policy, administers the Company's incentive compensation bonus plan and makes recommendations concerning the Company's employee benefit policies and stock option plans in effect from time to time. The Compensation Committee held two meetings during the fiscal year ended June 30, 1999. The Audit Committee consists of Messrs. Peck, Weil and Baird. This committee recommends engagement of the Company's independent auditors and is primarily responsible for approving the services performed by the Company's independent auditors and for reviewing and evaluating the Company's accounting principles and its systems of internal accounting controls. The Audit Committee held four meetings during the fiscal year ended June 30, 1999. The Nominating Committee consists of Messrs. Lefton, Gee, and Peck. This committee recommends nominees to fill vacancies on the Board of Directors. The Nominating Committee held one meeting during the fiscal year ended June 30, 1999. The Nominating Committee will consider nominees submitted by stockholders for inclusion on the recommended list of nominees submitted by the Company and voted on at the Annual Meeting of Stockholders in 2000 if such nominations are submitted in writing to the Company's headquarters Attention: Nominating Committee, no later than June 1, 2000. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT HOLDERS OF MORE THAN FIVE PERCENT BENEFICIAL OWNERSHIP The following table sets forth information regarding all persons known to the Company to be the beneficial owners of more than five percent of the Company's Common Stock as of August 31, 1999.
PERCENT OF SHARES OWNED OUTSTANDING NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY SHARES* - ---------------------------------------- ------------ ------------ Heartland Advisors, Inc.(1). . . . . . . 1,940,300 24.85% 790 North Milwaukee Street Milwaukee, WI 53202 John D. Weil(2). . . . . . . . . . . . . 1,342,100 17.19% 200 North Broadway Suite 825 St. Louis, MO 63102 Washington University(3) . . . . . . . . 601,500 7.70% Campus Box 1058 One Brookings Drive St. Louis, MO 63130 Warburg Pincus Asset Management, Inc.(4) 601,500 7.70% 466 Lexington Avenue New York, New York 10017 Dimensional Fund Advisors Inc.(5). . . . 548,600 7.03% 1299 Ocean Avenue, 11th Floor Santa Monica, CA 90401 T. Rowe Price Associates, Inc.(6). . . . 489,700 6.27% 100 E. Pratt Street Baltimore, MD 21202 __________________ * All percentages are computed based upon 7,806,682 shares issued and outstanding as of September 30, 1999. (1) Information obtained from beneficial owner. (2) Includes shares beneficially owned by Mr. Weil in the following capacities: 1,301,600 shares owned by Woodbourne Partners, L.P., a limited partnership whose general partner is controlled by Mr. Weil; 10,000 shares owned by Mr. Weil's son for which he disclaims beneficial ownership; 5,500 shares issuable within 60 days of the date hereof pursuant to the terms of Directors Plans; and 25,000 shares issuable pursuant to warrants exercisable within 60 days from the date hereof pursuant to the Note Purchase Agreement dated August 7, 1997 among the Company, B&F Medical Products, Inc., a Delaware corporation, Bear Medical Systems, Inc., a California corporation, Hospital Systems, Inc., a California corporation Life Support Products, Inc., a California corporation, BiCore Monitoring Systems, Inc., a California corporation and each of the purchasers named therein (the "Note Purchase Agreement"). (3) Information obtained from beneficial owner. (4) Information obtained from beneficial owner. (5) Information obtained from beneficial owner. (6) Information obtained from beneficial owner.
BENEFICIAL OWNERSHIP OF MANAGEMENT AND NOMINEES The following table sets forth information regarding the ownership of Common Stock of the Company for each director, each executive officer named in the Summary Compensation Table and all directors and executive officers as a group as of September 26, 1999.
SHARES OWNED PERCENT OF NAME OF BENEFICIAL OWNER BENEFICIALLY OUTSTANDINGSHARES+ - ------------------------------------------------------------ ------------ ------------------- Brent D. Baird(1). . . . . . . . . . . . . . . . . . . . . . 110,000 1.41% David A. Gee(2). . . . . . . . . . . . . . . . . . . . . . . 17,000 * David A. Grabowski(3). . . . . . . . . . . . . . . . . . . . 21,491 * James B. Hickey, Jr.(4). . . . . . . . . . . . . . . . . . . 2,000 * Thomas A. Jenuleson(5) . . . . . . . . . . . . . . . . . . . 0 * Gabriel S. Kohn(6) . . . . . . . . . . . . . . . . . . . . . 43,000 * Robert E. Lefton(7). . . . . . . . . . . . . . . . . . . . . 20,000 * William A. Peck(8) . . . . . . . . . . . . . . . . . . . . . 18,200 * Earl R. Refsland(9). . . . . . . . . . . . . . . . . . . . . 0 * John D. Weil(10) . . . . . . . . . . . . . . . . . . . . . . 1,342,100 17.19% ------------ ------------------- All directors and executive officers as a group (10 persons) 1,573,791 20.16% ============ =================== __________________ + All percentages are computed based upon 7,806,682 shares issued and outstanding as of September 30, 1999. * Less than 1.00%. (1) Represents 50,000 shares owned by Mr. Baird, 50,000 shares held by Personal Holding Company and 10,000 shares by Mr. Baird's retirement plan. Excludes 10,000 shares issuable pursuant to options granted under the 1995 Directors Plan which are not currently exercisable. (2) Represents 17,000 shares issuable pursuant to options exercisable within 60 days of the date hereof pursuant to the terms of the 1991 Directors Non-Qualified Stock Option Plan (the "1991 Directors Plan") and the 1995 Directors Non-Qualified Stock Option Plan (the "1995 Directors Plan")(the 1991 Directors Plan and the 1995 Directors Plan are collectively referred to herein as the "Directors Plans"). (3) Represents 1,241 shares owned by Mr. Grabowski and 20,250 shares issuable pursuant to options exercisable within 60 days of the date hereof pursuant to the terms of the Company's 1991 Employee Plan (the "1991 Employee Plan") and the 1994 Employee Plan (the 1991 Employee Plan and the 1994 Employee Plan are collectively referred to herein as the "Employee Plans"). Excludes 25,500 shares issuable pursuant to options granted under the Employee Plans which are not currently exercisable. (4) Represents 2,000 shares issuable pursuant to options exercisable within 60 days of the date hereof pursuant to the terms of the 1991 Directors Non-Qualified Stock Option Plan (the "1991 Directors Plan") and the 1995 Directors Non-Qualified Stock Option Plan (the "1995 Directors Plan")(the 1991 Directors Plan and the 1995 Directors Plan are collectively referred to herein as the "Directors Plans. Excludes 10,000 shares issuable pursuant to options granted under the 1995 Directors Plan which are not currently exercisable. (5) Excludes 30,000 shares issuable pursuant to options granted under the 1994 Employee Plan which are not currently exercisable. (6) Represents 3,500 shares owned by Mr. Kohn and 39,500 shares issuable pursuant to options exercisable within 60 days of the date hereof pursuant to the terms of the Employee Plans. Excludes 10,500 shares issuable pursuant to options granted under the Employee Plans which are not currently exercisable. (7) Represents 500 shares owned by Dr. Lefton and 19,500 shares issuable pursuant to options exercisable within 60 days of the date hereof pursuant to the terms of the Directors Plans. (8) Represents 1,200 shares owned by Dr. Peck and 17,000 shares issuable pursuant to options exercisable within 60 days of the date hereof pursuant to the terms of the Directors Plans. Excludes 500 shares issuable pursuant to options granted under the 1991 Directors Plan which are not currently exercisable. (9) Excludes 542,000 shares issuable pursuant to options granted under the 1999 Incentive Stock Plan which are not currently exercisable. (10) See information under the heading "Holders of More Than Five Percent Beneficial Ownership."
No agreements, formal or informal, exist among the various executive officers and directors with respect to the voting of the shares. EXECUTIVE OFFICERS The following provides certain information regarding the executive officers of the Company who are appointed by and serve at the pleasure of the Board of Directors:
NAME AGE POSITION(S) - ------------------------- --- -------------------------------------------------- David A. Grabowski. . . . 47 Vice President - Sales and Marketing(1) Thomas A. Jenuleson . 53 Vice President-Finance, Chief Financial Officer Secretary & Treasurer(2) Gabriel S. Kohn . . . . . 53 Vice President - Engineering(3) Earl R. Refsland. . . . . 56 Director, President and Chief Executive Officer(4) ________________ (1) Mr. Grabowski has been Vice President - Sales and Marketing of the Company since January 1997. He previously held the position of Vice President - International Sales of the Company from 1996 to 1997. Prior to that time, Mr. Grabowski held the position of Director of Marketing of the Company from 1990 to 1996. (2) Mr. Jenuleson has been Vice President - Finance, Chief Financial Officer, Secretary and Treasurer since March, 1999. (3) Mr. Kohn has been Vice President - Engineering of the Company since 1990. He previously was Director of Engineering of the Company from 1988 to 1990. (4) Mr. Refsland has been Director, President and Chief Executive Officer of the Company since September, 1999.
EXECUTIVE COMPENSATION The following table summarizes the compensation paid or accrued by the Company for services rendered during the fiscal years ended June 30, 1999 by the Chief Executive Officer and each of the Company's executive officers whose total salary and bonus exceeded $100,000 during such fiscal year (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION(1) --------------- FISCAL STOCK OPTION ALL OTHER NAME & PRINCIPAL POSITION YEAR SALARY(2) BONUS AWARDS COMPENSATION - ------------------------------------------- ------ --------- ------- ------------ ------------- (In Shares) Uma N. Aggarwal(9). . . . . . . . . . . . . 1999 $ 225,000 -- -- $ 16,829(3) President and Chief Executive Officer . . . 1998 225,000 $15,000 -- 102,318(4) 1997 134,135 -- 200,000 608(5) Barry F. Baker(10). . . . . . . . . . . . . 1999 22,272 -- -- 62,511(6) Vice President - Finance , Chief Financial. 1998 128,942 10,000 10,000 6,068(7) Officer, Secretary and Treasurer. . . . . . 1997 114,319 -- 15,000 3,286(7) David A. Grabowski(11). . . . . . . . . . . 1999 155,000 -- -- 18,124(8) Vice President - Sales and Marketing. . . . 1998 162,360 10,000 15,000 12,134(8) 1997 136,355 10,000 20,000 3,575(8) Gabriel S. Kohn(11) . . . . . . . . . . . . 1999 135,000 -- -- 11,766(7) Vice President - Engineering. . . . . . . . 1998 125,481 10,000 9,000 11,024(7) 1997 115,279 -- 6,000 7,510(7) _____________________ (1) Excludes certain personal benefits, the total value of which was less than 10% of the total annual salary and bonus for each of the executives. (2) Includes amounts deferred under the 401(k) feature of the Company's Retirement Savings Plan (3) The amount shown represents matching contributions under the 401(k) feature of the Company's Retirement Savings Plan, term life and disability insurance premiums and also reflects Mr. Aggarwal's car allowance in the amount of $6,703 for fiscal 1999. (4) The amount shown represents the amount paid for relocation reimbursement; term life and disability insurance premiums; matching contributions under the 401(k) feature of the Company's Retirement Savings Plan; and value realized on Stock Options. (5) The amount shown represents the amount paid for term life and disability insurance premiums. (6) The amount shown represents matching contributions under the 401(k) feature of the Company's Retirement Savings Plan; term life and disability insurance premiums and also reflects Mr. Baker's severance package in the amount of $60,000. (7) The amount shown represents the amounts paid for term life and disability insurance premiums and matching contributions under the 401(k) feature of the Company's Retirement Savings Plan. (8) The amount shown represents matching contributions under the 401(k) feature of the Company's Retirement Savings Plan, term life and disability insurance premiums and also reflects Mr. Grabowski's car allowance in the amount of $10,099 for fiscal 1999. (9) Mr. Aggarwal resigned as President and Chief Executive Officer of the Company on July 28, 1999. (10) Mr. Baker resigned as Vice President - Finance, Chief Financial Officer, Treasurer, and Secretary of the Company on August 14, 1998. (11) In fiscal 1999, the Company entered into "change-in-control" severance agreements with David A. Grabowski and Gabriel S. Kohn. If an individual is terminated without cause within two years of a "change-in-control" event (as defined in each agreement), such individual is entitled to receive a severance benefit of one year's base salary. This agreement commenced on February 11, 1999 for David A. Grabowski and Gabriel S. Kohn and expires on December 31, 2000.
OPTIONS The following table sets forth information concerning options granted during the fiscal year ended June 30, 1999 under the Company's stock option plans to the Named Executive Officers.
OPTION GRANTS IN LAST FISCAL YEAR INDIVIDUAL GRANTS ----------------- POTENTIAL REALIZABLE VALUE AT NUMBER OF PERCENTAGE OF ASSUMED ANNUAL RATES OF SECURITIES TOTAL OPTIONS STOCK PRICE APPRECIATION UNDERLYING GRANTED TO PER SHARE FOR OPTION TERM(2) ------------------------ OPTIONS EMPLOYEES IN EXERCISE EXPIRATION NAME GRANTED FISCAL 1999(1) PRICE DATE 5% 10% - ------------------- ------- -------------- -------- ---------- ----------- ----------- David A. Grabowski. -- -- -- -- -- -- Thomas A. Jenuleson 30,000 100% 1.875 04/09 $35,375.00 $89,648.00 Gabriel S. Kohn . . -- -- -- -- -- -- ______________________ (1) No options were granted to employees under the 1991 Employee Plan and 30,000 options were granted to employees under the 1994 Employee Plan for a total of 30,000 during fiscal 1999, the purpose of which is to provide a financial incentive to key employees who are in a position to make significant contributions to the Company. Options granted pursuant to the 1994 Employee Plan have an exercise price equal to the market price on the date of grant. Generally, options become exercisable with respect to one-fourth of the shares covered thereby on each anniversary of the date of grant, commencing on the second anniversary thereof. (2) Potential realizable value is calculated based on an assumption that the price of the Company's Common Stock appreciates at the annual rate shown (5% and 10%), compounded annually, from the date of grant of the option until the end of the option term. The value is net of the exercise price but is not adjusted for the taxes that would be due upon exercise. The 5% and 10% assumed rates of appreciation are mandated by the rules of the Securities and Exchange Commission (the "SEC") and do not in any way represent the Company's estimate or projection of future stock prices.
The following table sets forth information concerning option exercises and the value of unexercised options held by the Named Executive Officers as of June 30, 1999.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1999 AND FISCAL YEAR-END OPTION VALUES VALUE OF UNEXERCISED, NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT OPTIONS AT JUNE 30, 1999 JUNE 30, 1999 -------------------------- -------------------------- SHARES ACQUIRED VALUE NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE - ------------------- ----------- -------- ----------- ------------- ----------- ------------- David A. Grabowski. -- -- 14,750 31,000 --(1) --(1) Thomas A. Jenuleson -- -- -- 30,000 -- --(1) Gabriel S. Kohn -- -- 33,875 16,125 --(1) --(1) (1) No options held by this officer at June 30, 1999 were in-the-money.
COMPENSATION OF DIRECTORS Each director who is not an employee of the Company is entitled to receive an annual fee of $10,000 for his services as a director and additional fees of $750 for attendance at each meeting of the Board of Directors and $300 for attendance at each meeting of committees of the Board of Directors. Directors are also entitled to reimbursement for their expenses in attending meetings. 1991 DIRECTORS PLAN. The Company's 1991 Directors Plan provides for the granting of options to the Company's directors who are not employees of the Company, for up to 100,000 shares of Common Stock (subject to adjustment in the event of a reorganization, merger, consolidation, stock split, dividend payable in Common Stock, split-up, combination or other exchange of shares). The 1991 Directors Plan is administered by a Stock Option Committee of two or more members of the Board of Directors. Directors are not eligible to serve on such committee if such director has been granted an option under the plan during the twelve-month period preceding appointment to the committee, and no option may be granted to a director while serving on the committee. Options granted or to be granted under the 1991 Directors Plan may not be exercised for a period of two years from the date of grant and thereafter become exercisable on a cumulative basis in 25% increments beginning on the second anniversary of the date of grant and concluding on the fifth anniversary of the date of grant. All options granted under the 1991 Directors Plan expire ten years from the date of grant. Options granted or to be granted under the 1991 Directors Plan are nontransferable, and the exercise price must be equal to the fair market value of the Common Stock on the date of grant as determined pursuant to the 1991 Directors Plan. Upon exercise, the exercise price must be paid in full in cash or such other consideration as the Stock Option Committee may permit, subject to approval by a majority of the directors who have not been granted options under any plan of the Company during the previous twelve months. The 1991 Directors Plan provides for the grant of options thereunder for the purchase of 10,000 shares of Common Stock to each eligible director on the date of the Company's initial public offering, each eligible director who subsequently becomes a director, and an additional option to the Chairman of the Board (provided he is an eligible director) with respect to 5,000 shares of Common Stock on the date he is elected to such office. In connection with the adoption of the 1995 Directors Plan, the 1991 Directors Plan was terminated in November 1995. 1995 DIRECTORS PLAN. The 1995 Directors Plan provides for the granting of non-qualified stock option for up to 150,000 shares of Common Stock (subject to adjustment in the event of a reorganization, merger, consolidation, stock split, dividend payable in Common Stock, split-up, combination or other exchange of shares) to the members of the Board of Directors who are not employees of the Company or any of its subsidiaries. Pursuant to the express terms of the 1995 Directors Plan, options to purchase 10,000 shares of Common Stock are granted to each eligible director on the date such person is first elected to the Board of Directors of the Company. An option to purchase an additional 5,000 shares of Common stock is granted to each eligible director on the date such person is first elected to serve as Chairman of the Board of the Company. These options may not be exercised for a period of two years from the date of grant and thereafter become exercisable on a cumulative basis in 25% increments beginning on the second anniversary of the date of grant and concluding on the fifth anniversary thereof. In addition, the 1995 Directors Plan provides that options to purchase 1,000 shares of Common stock are granted to each eligible director on the date such person is re-elected to the Board of Directors by the vote of the stockholders, at the annual or other meeting at which directors are elected, and that options to purchase 500 shares of Common Stock are granted to each eligible director on the date such person is elected or re-elected to serve as Chairman of a Committee maintained by the Board of Directors from time to time. These options may not be exercised for a period of one year from the date of grant and thereafter are exercisable in full. In recognition of their past service to the Company, the 1995 Directors Plan also provided for the grant of options to purchase 3,000 shares of Common Stock to each eligible director who was serving on the Board of Directors at June 1, 1995 and provided for the grant of options to purchase 500 shares of Common Stock to each eligible director serving as Chairman of a Committee maintained by the Board of Directors at June 1, 1995. Options granted to such directors were not exercisable until June 1, 1996, at which time they became exercisable in full. Other options may be granted under the 1995 Directors Plan from time to time pursuant to terms determined by the Board of Directors of the Company. All options granted under the 1995 Directors Plan are nontransferable and subject to certain limitations upon the removal or resignation of the director, as set forth in the 1995 Directors Plan, and expire ten years from the date of grant. No payments or contributions are required to be made by the directors other than in connection with the exercise of options. The 1995 Directors Plan will terminate on November 9, 2005 and no further options may be granted after such date. The purchase price for shares of Common Stock to be purchased upon the exercise of options is equal to the last reported sales price per share of Common Stock on the Nasdaq National Market on the date of grant (or the last reported sales price on such other exchange or market on which the Common Stock is traded from time to time). Upon exercise of an option, the exercise price must be paid in full in cash or in kind or a combination thereof, by delivery of shares having a fair market value, or surrender of currently exercisable options having a value on the date of exercise, equal to the portion of the exercise price so paid, as determined by the Board of Directors. As adopted, the 1995 Directors Plan was intended to provide formula awards in accordance with certain then-applicable exemptive rules of the SEC and is administered by the Board of Directors, which may delegate administration thereof to a committee of the Board. The Board may, in its discretion, terminate or suspend the 1995 Directors Plan at any time. The Board may also amend or revise the 1995 Directors Plan, or the terms of any option granted under the 1995 Directors Plan, without stockholder approval, provided that such amendment or revision does not, except as otherwise permitted, increase the number of shares reserved for issuance under the 1995 Directors Plan, change the purchase price established or expand the category of individuals eligible to participate in such plan. No amendment, suspension or termination will alter or impair any rights or obligations under any option previously granted with the consent of the grantee. The Company receives no consideration for the grant of options under the 1995 Directors Plan. The following table sets forth information with respect to options outstanding under the Directors Plans:
DATE OF NUMBER OF EXERCISE PRICE NAME GRANT SHARES PER SHARE - -------------------- -------- --------- --------------- Brent D. Baird . . . 04/01/99 10,000 $ 1.875 David A. Gee . . . . 01/13/92 10,000 8.00 11/09/95 4,000 18.25 11/14/96 1,000 7.13 11/17/97 1,000 7.63 11/16/98 1,000 2.50 James B. Hickey, Jr. 02/09/98 10,000 7.25 02/09/98 500 7.25 11/16/98 1,500 2.50 Robert E. Lefton . . 08/05/92 10,000 8.13 11/09/95 5,000 18.25 11/14/96 1,500 7.13 11/17/97 1,500 7.63 11/16/98 1,500 2.50 William A. Peck. . . 04/29/94 10,000 15.75 11/09/95 4,000 18.25 11/14/96 1,000 7.13 11/17/97 1,000 7.63 11/16/98 1,000 2.50 04/01/99 500 1.875 John D. Weil . . . . 08/04/97 10,000 7.00 11/17/97 1,000 7.63 02/09/98 500 7.25 11/16/98 1,500 2.50 04/01/99 5,000 1.875 --------- Total 94,000 =========
INDEMNIFICATION AND LIMITATION OF LIABILITY The Company's Amended and Restated Certificate of Incorporation provides that the Company's directors are not liable to the Company or its stockholders for monetary damages for breach of their fiduciary duties, except under certain circumstances, including breach of the director's duty of loyalty, acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law or any transaction from which the director derived improper personal benefit. The Company's By-laws provide for the indemnification of the Company's directors and officers, to the full extent permitted by the Delaware General Corporation Law. BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The Compensation Committee, composed entirely of non-employee, independent members of the Board of Directors, reviews, recommends and approves changes to the Company's compensation policies and program for the chief executive officer, other senior executives and certain key employees. In addition to the delegated authority in areas of compensation, the Committee administers the Company's stock option plans and agreements and recommends to the Board of Directors annual or other grants to be made in connection therewith. In the Committee's discharge of its responsibilities, it considers the compensation, primarily of the chief executive officer and the Company's other executive officers, and sets overall policy and considers in general the basis of the levels of compensation of other key employees. POLICY AND OBJECTIVES. Recognizing its role as a key representative of the stockholders, the Committee seeks to promote the interests of stockholders by attempting to align management's remuneration, benefits and perquisites with the economic well-being of the Company. Since the achievement of operational objectives should, over time, represent the primary determinant of share price, the Committee links elements of compensation of executive officers and certain key employees with the Company's operating performance. In this way, objectives under a variety of compensation programs should eventually reflect the overall performance of the Company. By adherence to the above program, the compensation process should provide for enhancement of stockholder value. Basically, the Committee seeks the successful implementation of the Company's business strategy by attracting and retaining talented managers motivated to accomplish these stated objectives. The Committee attempts to be fair and competitive in its views of compensation. Thus, rewards involve both business and individual performance. The key ingredients of the program consist of base salary, annual cash incentives and long range incentives consisting of stock options. BASE SALARY. Base salaries for the chief executive officer, as well as other executive officers of the Company, are determined primarily based on performance. Generally, the performance of each executive officer is evaluated annually and salary adjustments are based on various factors including revenue growth, earnings per share improvement, increases in cash flow, new product development, market appreciation for publicly traded securities, reduction of debt and personal performance. In addition, the Committee compares salary data for similar positions in companies that match the Company's size in sales and earnings and utilizes such data as a factor in setting base salaries. Specific reference is made to the annual salary survey published by the Health Industry Manufacturers Association. Validation of this data is performed by an independent nationally-recognized compensation consultant. The Committee approves base salary adjustments for the executive officers, including the chief executive officer. CASH INCENTIVE COMPENSATION. To reward performance, the chief executive officer and other executive officers are eligible for annual cash bonuses. The actual amount of incentive compensation paid to each executive officer is predicated on an assessment of each participant's relative role in achieving the annual financial objectives of the Company as well as each such person's contributions of a strategic nature in maximizing stockholder value. STOCK-BASED INCENTIVES. The Company's Employee Plans provide a long term incentive program for the chief executive officer, other executive officers and certain other key employees. The basic objective of these plans is the specific and solid alignment of executive and stockholder interests by forging a direct relationship between this element of compensation and the stockholders' level of return. These programs represent a desire by the Company to permit executives and other key employees to obtain an ownership position and a proprietary interest in the Company's Common Stock. Under these plans, approved by the stockholders, the Committee periodically recommends to the Board of Directors grants of stock options by the Board of Directors. Generally, the Committee attempts to reflect the optionee's potential impact on corporate financial and operational performance in the award of stock options. Compensation Committee David A. Gee James B. Hickey, Jr. John D. Weil PERFORMANCE GRAPH COMPARISON OF CUMULATIVE TOTAL RETURNS The following table presents the cumulative return for the Company, the CRSP Index for Nasdaq Stock Market (US Companies) and an index comprised of three companies which the Company believes to present a representative peer group of the Company. The Nasdaq and the peer group data have been provided by the Center for Research in Security Prices, Chicago, Illinois, without independent verification by the Company. [GRAPHIC OMITTED]
Comparison of Five-Year Cumulative Total Returns Performance Chart for Allied Healthcare Products, Inc. Prepared by the Center for Research in Security Prices Produced on 07/28/1999 including data to 06/30/1999 NASDAQ DATE COMPANY INDEX MARKET INDEX PEER INDEX 06/30/1994 100.000 100.000 100.000 07/29/1994 98.276 102.054 99.655 08/31/1994 108.621 108.556 115.206 09/30/1994 103.862 108.280 110.970 10/31/1994 114.248 110.392 111.882 11/30/1994 117.710 106.734 116.864 12/30/1994 114.756 107.024 121.629 01/31/1995 112.148 107.639 128.097 02/28/1995 109.540 113.329 134.486 03/31/1995 107.427 116.693 136.721 04/28/1995 113.540 120.368 137.964 05/31/1995 101.313 123.482 143.685 06/30/1995 114.029 133.482 141.322 07/31/1995 107.012 143.284 139.692 08/31/1995 112.275 146.193 136.505 09/29/1995 128.941 149.559 148.339 10/31/1995 133.327 148.697 133.932 11/30/1995 124.555 152.185 137.823 12/29/1995 112.766 151.380 133.917 01/31/1996 82.372 152.137 147.170 02/28/1996 88.099 157.937 129.870 03/31/1996 93.869 158.467 140.933 04/28/1996 76.158 171.595 140.478 05/31/1996 81.471 179.468 144.376 06/30/1996 66.014 171.378 137.965 07/31/1996 49.957 156.122 156.798 08/31/1996 46.388 164.878 159.907 09/29/1996 51.741 177.482 147.961 10/31/1996 48.172 175.517 147.116 11/30/1996 49.957 186.407 144.714 12/29/1996 52.633 186.251 149.569 01/31/1997 58.877 199.468 152.662 02/28/1997 58.877 188.436 142.730 03/31/1997 52.633 176.149 134.254 04/28/1997 49.064 181.634 112.472 05/31/1997 43.712 202.209 125.551 06/30/1997 46.388 208.424 143.267 07/31/1997 50.849 230.386 132.333 08/31/1997 49.957 230.041 136.931 09/29/1997 55.309 243.681 151.190 10/31/1997 55.309 230.987 148.579 11/30/1997 56.424 232.218 146.544 12/29/1997 55.309 228.224 145.596 01/31/1998 51.741 235.446 137.620 02/28/1998 49.956 257.586 149.922 03/31/1998 47.280 267.090 128.824 04/28/1998 42.820 271.588 128.874 05/31/1998 37.467 256.513 122.183 06/30/1998 34.791 274.429 118.389 07/31/1998 22.302 271.209 108.857 08/31/1998 17.842 217.660 82.644 09/29/1998 14.273 247.874 94.878 10/31/1998 15.611 258.590 96.158 11/30/1998 17.842 284.697 101.783 12/29/1998 11.597 321.591 102.504 01/31/1999 14.273 368.289 98.996 02/28/1999 11.151 335.254 92.780 03/31/1999 13.827 359.461 90.563 04/28/1999 13.381 369.058 89.772 05/31/1999 13.381 360.420 96.571 06/30/1999 12.378 392.512 98.279 Companies in the Self-Determined Peer Group GRAHAM FIELD HEALTH PRODS INC INVACARE CORP SUNRISE MEDICAL INC
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors, executive officers and persons who own more than ten percent of a registered class of the Company's equity securities to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of common stock and other equity securities of the Company. Executive officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms which they file. To the Company's knowledge, based solely on review of information furnished to the Company, reports filed through the Company and representations that no other reports were required, all Section 16(a) filing requirements applicable to its directors, executive officers and greater than ten percent beneficial owners were complied with during the year ended June 30, 1999. OTHER INFORMATION On August 21, 1996, the Board of Directors entered into a Rights Agreement pursuant to which one preferred stock purchase right (a "Right") per share of Common Stock was distributed as a dividend to stockholders of record on the close of business on September 4, 1996. Each Right, when exercisable, will entitle the holder thereof to purchase one one-hundredth of a share of Series A Preferred Stock at a price of $40.00 per share. The Rights will be exercisable only if a person or group acquires 25% or more of the outstanding shares of Common Stock of the Company or announces a tender offer following which it would hold 25% or more of such outstanding Common Stock. The Rights entitle the holders, other than the acquiring person, to purchase Common Stock having a market value of two times the exercise price of the Right. If, following the acquisition by a person or group of 25% or more of the Company's outstanding shares of Common Stock, the Company were acquired in a merger or other business combination, each Right would be exercisable for that number of the acquiring company's shares of common stock having a market value of two times the exercise price of the Right. The Company may redeem the Rights at one cent per Right at any time until ten days following the occurrence of an event that causes the Rights to become exercisable for Common Stock. The Rights expire in ten years. For more information concerning the Rights Agreement and the Rights, reference is hereby made to the Company's Current Report on Form 8-K dated August 7, 1996 which was filed with the SEC. SOLICITATION OF PROXIES The cost of soliciting proxies will be borne by the Company. In addition to solicitation by mail, proxies may be solicited by officers, directors and regular employees of the Company personally or by telephone or facsimile for no additional compensation. Arrangements will be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation material to beneficial owners of the stock held of record by such persons, and the Company will reimburse such persons for their reasonable out-of-pocket expenses incurred by them in so doing. STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING The rules of the SEC currently provide that stockholder proposals for the 2000 Annual Meeting must be received at the Company's principal executive office not less than 120 calendar days prior to the anniversary date of the release of the Company's proxy statement to stockholders in connection with the 1999 Annual Meeting to be considered by the Company for possible inclusion in the proxy materials for the 2000 Annual Meeting. FINANCIAL INFORMATION The Company's 1999 Annual Report is being mailed to the stockholders on or about the date of mailing this Proxy Statement. The Company will provide without charge to any record or beneficial stockholder as of September 30, 1999, who so requests in writing, a copy of such 1999 Annual Report or the Company's 1999 Annual Report on Form 10-K (without exhibits), including the financial statements and the financial statement schedules, filed with the SEC. Any such request should be directed to Allied Healthcare Products, Inc., 1720 Sublette Avenue, St. Louis, Missouri 63110, Attention: Chief Financial Officer. OTHER MATTERS The Board of Directors of the Company is not aware of any other matters to come before the meeting. If any other matters should come before the meeting, the persons named in the enclosed proxy intend to vote the proxy according to their best judgment. You are urged to complete, sign, date and return your proxy to make certain your shares of Common Stock will be voted at the 1999 Annual Meeting. For your convenience in returning the proxy, an addressed envelope is enclosed, requiring no additional postage if mailed in the United States. By Order of the Board of Directors, Earl R. Refsland Chief Executive Officer October 1, 1999 -----END PRIVACY-ENHANCED MESSAGE-----