UNITED STATES
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 (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 Section 240.14a-11(c) or Section
240.14a-12
THERMOGENESIS CORP.
-------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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THERMOGENESIS CORP.
2711 Citrus Road
Rancho Cordova, CA 95742
Telephone (916) 858-5100
To the Stockholders of ThermoGenesis Corp.:
You are cordially invited to attend the Annual Meeting of Stockholders of
ThermoGenesis Corp. (the "Company") to be held at 9:00 a.m. (PST), on December
13, 2004, at Sacramento Marriott Rancho Cordova, located at 11211 Point East
Dr., Rancho Cordova, Ca. 95742.
At the meeting, you will be asked (i) to elect five (5) directors of the
Company, (ii) approve an amendment to the 2002 Independent Directors Equity
Incentive Plan to increase the number of shares under the plan and (iii) to
consider any other matters that come properly before the meeting.
The accompanying Notice of the Annual Meeting of Stockholders and Proxy
Statement contain information about the matter to be considered and acted upon,
and you should read the material carefully.
We hope you will be able to attend the meeting. However, whether or not you
plan to attend the meeting in person, to help assure us of a quorum, please
complete, date and sign the enclosed proxy card and mail it in the postage-paid
envelope provided as promptly as possible. Your proxy may be revoked at any time
prior to the time it is voted.
/s/ Philip H. Coelho
Philip H. Coelho,
Chairman of the Board and
Chief Executive Officer
November 8, 2004
Rancho Cordova, California
THERMOGENESIS CORP.
2711 Citrus Road
Rancho Cordova, CA 95742
Telephone (916) 858-5100
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 13, 2004
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
ThermoGenesis Corp. (the "Company"), a Delaware corporation, will be held at
Sacramento Marriott Rancho Cordova, located at 11211 Point East Dr., Rancho
Cordova, Ca. 95742, on Monday, December 13, 2004, at 9:00 a.m. (PST) for the
following purposes:
1. To elect five (5) directors to hold office until the next Annual
Meeting of Stockholders or until their successors are elected and
qualified;
2. To approve an amendment to increase the number of shares
available for grant under the 2002 Independent Directors Equity
Incentive Plan by 100,000 shares; and
3. To transact such other business as may properly come before the
meeting.
The Board of Directors of the Company has fixed the close of business on
October 20, 2004, as the record date for determining those stockholders who will
be entitled to vote at the meeting or any postponement or adjournment thereof.
Stockholders are invited to attend the meeting in person.
Please sign and date the accompanying proxy card and return it promptly in
the enclosed postage-paid envelope whether or not you plan to attend the meeting
in person. If you attend the meeting, you may vote in person if you wish, even
if you previously have returned your proxy card. The proxy may be revoked at any
time prior to the time it is voted.
By Order of the Board of Directors
/s/ David C. Adams
David C. Adams
Corporate Secretary
November 8, 2004
Rancho Cordova, California
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO COMPLETE, DATE, SIGN AND PROMPTLY RETURN YOUR PROXY IN THE
ENCLOSED ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. IT IS IMPORTANT
THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. ANY PROXY
GIVEN BY YOU MAY BE REVOKED BY WRITTEN NOTIFICATION TO THE COMPANY'S CORPORATE
SECRETARY, BY FILING A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY ATTENDING
THE ANNUAL MEETING IN PERSON AND VOTING BY BALLOT.
THERMOGENESIS CORP.
2711 Citrus Road
Rancho Cordova, CA 95742
Telephone (916) 858-5100
PROXY STATEMENT
INFORMATION CONCERNING THE SOLICITATION
We are furnishing this proxy statement to you in connection with the fiscal
year 2004 Annual Meeting of Stockholders of ThermoGenesis Corp. (the "Company")
to be held on Monday, December 13, 2004, at 9:00 a.m. (PST) at Sacramento
Marriott Rancho Cordova, located at 11211 Point East Dr., Rancho Cordova, Ca.
95742, and at any postponement or adjournment thereof (the "Meeting").
Only stockholders of record on October 20, 2004, are entitled to notice of
and to vote at the Meeting. As used in this Proxy Statement, the terms "we,"
"us" and "our" also refer to the Company.
The proxy solicited hereby, if properly signed and returned to us and not
revoked prior to its use, will be voted at the Meeting in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted "FOR" the nominees for the Board of Directors, and
at the proxy holder's discretion, on such other matters, if any, which may
properly come before the Meeting (including any proposal to adjourn the
Meeting). Any stockholder giving a proxy has the power to revoke it at any time
before it is exercised by: (i) filing with the Company written notice of its
revocation addressed to: Corporate Secretary, ThermoGenesis Corp., 2711 Citrus
Road, Rancho Cordova, California 95742, (ii) submitting a duly executed proxy
bearing a later date, or (iii) appearing at the Meeting and giving the Corporate
Secretary notice of his or her intention to vote in person.
This proxy is solicited on behalf of the Board of Directors of the Company.
The Company will bear the entire cost of preparing, assembling, printing and
mailing proxy materials furnished by the Board of Directors to stockholders.
Copies of proxy materials will be furnished to brokerage houses, fiduciaries and
custodians to be forwarded to beneficial owners of the Company's stock entitled
to vote. In addition to the solicitation of proxies by use of the mail, some of
our officers, directors and employees may, without additional compensation,
solicit proxies by telephone or personal interview.
Our Annual Report for the fiscal year ended June 30, 2004, including
financial statements, is included in this mailing. Such report and financial
statements are not a part of this proxy statement except as specifically
incorporated herein.
This Proxy Statement and form of proxy were first mailed to stockholders on
November 8, 2004.
RECORD DATE AND VOTING RIGHTS
The Company is currently authorized to issue up to 50,000,000 shares of
Common Stock, $0.001 par value and 2,000,000 shares of Preferred Stock, $0.001
par value. As of October 20, 2004, 44,986,865 shares of Common Stock were issued
and outstanding and 110,000 shares of Series A Preferred Stock were outstanding.
Each share of Common Stock shall be entitled to one (1) vote on all matters
submitted for stockholder approval, and each share of Series A Convertible
Preferred Stock shall be entitled to five (5) votes on all matters submitted for
stockholder approval. The record date for determination of stockholders entitled
to notice of and to vote at the Meeting is October 20, 2004.
1
A majority of the outstanding shares of Common Stock of the Company,
including the shares of Series A Convertible Preferred Stock on an as converted
basis, entitled to vote must be represented in person or by proxy at the Meeting
to constitute a quorum for the transaction of business.
Under Delaware law, abstentions and broker non-votes are counted as present
for determining quorum. For the election of directors, the nominees for director
who receive the most votes will become our directors. There are no cumulative
voting rights. A majority of quorum is required to approve all other proposals.
Abstentions are treated as a vote against the proposal and broker non-votes will
not be counted either for or against any proposal to determine if a proposal is
approved.
PROPOSAL 1--ELECTION OF DIRECTORS
General Information
Our bylaws presently provide that the authorized number of directors may be
fixed by resolution of the Board from time to time, with a minimum of not less
than three (3) directors and a maximum of seven (7) directors. The Board has
fixed the authorized number of directors at five (5) and is currently searching
for additional suitable independent director candidates for future appointment
to the Board.
At the Meeting, stockholders will be asked to elect the nominees for
director listed below, each of whom is a current member of the Company's Board
iof Directors.
Nominees for Director
The nominees for director have consented to being named as nominees in this
Proxy Statement and have agreed to serve as directors, if elected. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
for the five (5) nominees named below. If any nominee of the Company is unable
or declines to serve as a director at the time of the Meeting, the proxies will
be voted for any nominee designated by the present Board of Directors to fill
the vacancy. The Board of Directors has no reason to believe that any of the
nominees will be unavailable for election. The Directors who are elected shall
hold office until the next Annual Meeting of Stockholders or until their earlier
death, resignation or removal, or until their successors are elected and
qualified.
The following sets forth the persons nominated by the Board of Directors
for election and certain information with respect to those individuals:
Nominee Age
------- ---
Philip H. Coelho 60
Patrick McEnany 57
Hubert E. Huckel, M.D. 73
George J. Barry 51
Kevin Simpson 46
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Biographies
Philip H. Coelho Director since 1986
Philip H. Coelho is the Company's Chief Executive Officer and Chairman of
the Board. From September 1989 to November 1997, Mr. Coelho served as the
Company's President. From October 1986 to September 1989, Mr. Coelho was Vice
President and Director of Research, Development and Manufacturing. Mr. Coelho
was President of Castleton, Inc. from October 1983 until October 1986. Castleton
developed and previously licensed the Insta Cool technology to the Company. Mr.
Coelho serves on the Board of Directors for Mediware Information Systems, Inc.
and Catalyst Pharmaceutical Partners and previously served on the Board of
Directors of Kourion Therapeutics. Mr. Coelho has a Bachelor of Science degree
in Mechanical Engineering from the University of California, Davis and is the
inventor or co-inventor on the majority of the Company's patents.
Patrick McEnany Director rejoined in 1997
Patrick J. McEnany is a founder and Chief Executive Officer of Catalyst
Pharmaceutical Partners, a drug development company since its formation in
January 2002. From 1991 to April of 1997, Mr. McEnany was Chairman and President
of Royce Laboratories, Inc., a Miami, Florida based manufacturer of generic
prescription drugs. From 1997 to 1998, after the merger of Royce into Watson
Pharmaceuticals, Inc., Mr. McEnany served as President of the wholly-owned Royce
Laboratories subsidiary and Vice President of Corporate Development for Watson
Pharmaceuticals, Inc. From 1993 through 1997, he also served as Vice Chairman
and director of the National Association of Pharmaceutical Manufacturers. He
currently serves on the Board of Directors for Renal CarePartners, Inc., an
operator of kidney dialysis centers, and the Jackson Memorial Hospital
Foundation. Mr. McEnany also served on the Board of Directors of Med/Waste, Inc.
from March 2000 until February 13, 2002, when that company filed for voluntary
bankruptcy protection under federal bankruptcy laws.
Hubert E. Huckel, M.D. Director since 1997
Dr. Huckel joined the Board of Directors in 1997. He is a founder of
Catalyst Pharmaceutical Partners and serves as its Chairman of the Board. In
addition, he is on the Board of Directors of Titan Pharmaceuticals, Inc., Amarin
Pharmaceuticals, plc and Valera Pharmaceuticals, Inc. He spent 29 years with the
Hoechst Group ("Hoechst" now "Aventis"), and was at the time of his retirement,
Executive Chairman of the Board of Hoechst-Roussel Pharmaceuticals, Inc. Dr.
Huckel received his M.D. degree from the University of Vienna, Austria, and is a
member of the Rockefeller University Council.
George J. Barry Director since 2002
Mr. Barry rejoined Mediware Information Systems, Inc. in January 2001 as
President and Chief Executive Officer and serves on its Board of Directors. He
previously served as Mediware Information Systems' Chief Financial Officer from
1997 through 1998 and acted as an advisor to the Board of Directors thereafter.
Mr. Barry has been a senior manager of software technology companies for over 16
years. He was employed as Vice President and Chief Financial Officer of Silvon
Software, Inc. from 1999 through 2000; Chief Financial Officer at Microware
Systems from 1994 to 1996; Executive Vice President and Chief Financial Officer
at Comptech Research from 1992 to 1994 and as Group Chief Financial Officer for
Dynatech Corporation from 1986 to 1992. Mr. Barry is a Certified Public
Accountant and holds a Masters in Business Administration from the University of
Wisconsin, Madison.
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Kevin Simpson Director since 2003
In January 2003, Mr. Simpson joined the Company as President and Chief
Operating Officer and was also appointed to the Company's Board of Directors.
Mr. Simpson has over 20 years experience in key management positions within life
sciences based companies. In 2001 and 2002, Mr. Simpson was General Manager of
the Pathogen Reduction Technology Business Unit at Gambro Healthcare, Inc. Prior
to that, he was a Managing Consultant in the Strategy Group of Breakaway
Solutions Inc., a provider of hosted business to business e-commerce
applications and packaged applications from 2000 - 2001 and was President and
Chief Executive Officer of Thermo Technology Ventures, Inc., consultants to
emerging growth companies from 1998 - 2000. Prior to that, Mr. Simpson spent
eight years at Haemonetics Corporation, most recently as Vice President of the
Commercial Plasma Business Unit and Vice President, Sales and Sales Operations
for plasma sales. Mr. Simpson holds a Bachelor of Science in Mechanical
Engineering from Purdue University and a Masters of Business Administration from
Harvard Business School.
RECOMMENDATION OF THE BOARD
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
NOMINEES LISTED ABOVE.
PROPOSAL 2 - 2002 INDEPENDENT DIRECTORS EQUITY INCENTIVE PLAN
The stockholders are being asked to approve an amendment to the Company's
2002 Independent Directors Equity Incentive Plan (the "2002 Plan"). The
stockholders of the Company approved the 2002 Plan on January 24, 2002 (the
"Plan"). Under the Plan, a total of 250,000 shares of common stock were
authorized to be issued, of which as of October 13, 2004 77,000 options are
outstanding and 67,000 shares were issued upon exercise of options. Subject to
stockholder approval, the Compensation Committee and the Board of Directors
approved an amendment to the Plan to increase the number of shares subject to
the Plan by an additional 100,000 shares. The amendment to the 2002 Plan will
supplement the Company's existing option grants that have been made under the
2002 Plan, Amended 1994 Stock Option Plan and 1998 Equity Incentive Plan. The
amendment to the 2002 Plan does not replace the current plans or awards issued
by the Company. The Board of Directors believes that stock based awards have
been very effective and have proven to be an important component of the
Company's overall compensation and incentive strategy for Independent Directors.
The Company believes that the equity incentive program is important in order to
maintain the directors' motivation and compensate them for meeting long term
strategic goals.
4
DESCRIPTION OF THE 2002 PLAN
Structure. The 2002 Plan allows for the grant of options, restricted stock,
stock appreciation rights and stock bonuses to Independent Directors at the
discretion of the Plan Administrator. The principal features of the program are
described below.
Administration. The Board of Directors serves as the Plan Administrator
with respect to the 2002 Plan. The term "Plan Administrator" as used in this
summary means the Board of Directors and any other appointed committee acting
within the scope of its administrative authority under the 2002 Plan. The Plan
Administrator has the authority to interpret the 2002 Plan and the rights
underlying any grants or awards made subject to the 2002 Plan. Any decision or
action of the Plan Administrator in connection with the 2002 Plan is final and
binding.
No member of the committee shall be liable for any action, excepting
willful misconduct and gross negligence, arising out of or related to the 2002
Plan provided the committee member was acting in good faith and for a purpose
believed to have been in the best interests of the Company or its subsidiaries.
Eligibility. Independent Directors are eligible to participate in the 2002
Plan. Determinations as to eligibility shall be made by the Plan Administrator.
Share Reserve. The shares issuable under the 2002 Plan may be made
available either from the Company's authorized but unissued common stock or from
common stock reacquired by the Company, including shares purchased on the open
market. In addition, shares subject to any outstanding awards under the 2002
Plan which expire or terminate prior to exercise, will be available for
subsequent issuance.
Valuation. For purposes of establishing the exercise or purchase price, and
for all other valuation purposes under the 2002 Plan, the fair market value per
share of common stock on any relevant date under the 2002 Plan is the closing
bid price as reported by the Nasdaq Small Cap System.
Terms and Conditions of Option Grants. One or more options may be granted
to each eligible person. The options granted under the 2002 Plan will be
evidenced by an award agreement. The Plan Administrator shall specify the grant
date, exercise price, terms and conditions for the exercise of the options. No
option under the 2002 Plan shall terminate later than ten years after the date
of grant subject. The maximum number of shares subject to options which can be
granted under the 2002 Plan during any calendar year to any individual is 25,000
shares.
Exercise of the Option. Options may be exercised by delivery to the Company
of a written stock option exercise agreement together with payment in full of
the exercise price for the number of shares being purchased. The exercise price
shall be at least 100% of the fair market value of the shares on the date of
grant. Payment for shares purchased pursuant to the 2002 Plan may be made in
cash, or, where approved by the Plan Administrator, in any of the following
manners:
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Payment may be made by surrender of shares of the Company owned by the
participant more than six (6) months or that were obtained by the participant on
the open market. With respect to the exercise of an option, payment may be made
through a "same day sale" commitment from the participant and a broker-dealer
that is a member of the National Association of Securities Dealers (a "NASD
dealer") whereby the participant irrevocably elects to exercise the option and
to sell a portion of the shares so purchased to pay for the exercise price, and
whereby the NASD dealer commits to forward the exercise price directly to the
Company. Payment may also be by a "margin" commitment from the optionee and an
NASD dealer whereby the optionee irrevocably elects to exercise his or her
option and to pledge the shares so purchased to the NASD dealer in a margin
account as security for a loan from the NASD dealer in the amount of the
exercise price, and whereby the NASD dealer irrevocably commits upon receipt of
such shares to forward the full exercise price directly to the Company. Payment
may also be made by "immaculate cashless exercise" in which the optionee
exercises by forfeiting the option shares at their exercise price.
Reload Option. The Plan Administrator of the 2002 Plan may, in its
discretion, grant a participant a reload option. A participant with a reload
option, who pays for his or her stock in whole or in part with stock owned by
the participant, may be granted another option to purchase the number of shares
tendered at a price no less than fair market value of the shares at the date the
additional option is granted. The purpose of the reload option is to encourage
insiders to own stock in the Company.
Transferability of Options. No option shall be transferable other than by
will or by the laws of descent and distribution and during the lifetime of the
participant, only the participant, his or her guardian or legal representative
may exercise an option. The Plan Administrator may provide for transfer of an
option without payment of consideration to designated family members and certain
other entities specified in the 2002 Plan. The terms applicable to the assigned
portion shall be the same as those in effect for the option immediately prior to
such assignment. A request to assign an option may be made only by delivery to
the Company of a written stock option assignment request.
Termination of Directorship. If a participant ceases to be a director of
the Company or a subsidiary, vested stock options may be exercised at any time,
but in no event after the termination of the option as specified in the award
agreement or ten years from the Grant Date.
Suspension or Termination of Options. If the Plan Administrator reasonably
believes that a participant has committed an act of misconduct, the Plan
Administrator may suspend the participant's right to exercise any option pending
a final determination by the Plan Administrator. If the Plan Administrator
determines a participant has committed an act of embezzlement, fraud,
dishonesty, breach of fiduciary duty or deliberate disregard of the Company's
rules, or if a participant makes an unauthorized disclosure of any Company trade
secret or confidential information, engages in any conduct constituting unfair
competition, induces any of the Company's customers or contracting parties to
breach a contract with the Company, or induces any principal for whom the
Company acts as an agent to terminate such agency relationship, neither the
participant nor his or her estate shall be entitled to exercise any option
whatsoever. In making such determination, the Plan Administrator shall act
fairly and in good faith and shall give the participant an opportunity to appear
and present evidence on the participant's behalf at a hearing before the Plan
Administrator. The determination of the Plan Administrator shall be final and
conclusive unless overruled by the Board of Directors.
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Restricted Stock Awards. The Plan Administrator shall determine all terms
and conditions of the restricted stock award subject to the following. The offer
of an award of restricted stock shall be accepted by the participant's execution
and delivery of the award agreement and full payment for the shares to the
Company within thirty (30) days from the date the award agreement is delivered
to the person. The purchase price will be at least eighty-five percent (85%) of
the fair market value of the shares on the date the restricted stock award is
granted. Upon the grant of restricted shares, a stock certificate representing
the number of shares granted shall be registered in the participant's name and
shall be held in custody by the Company or a bank selected by the Plan
Administrator for the participant's account. Following such registration, the
participant shall have the rights and privileges of a stockholder as to such
restricted stock. All shares of restricted stock that have not vested shall be
forfeited without further obligation on the part of the Company unless the
participant remains a director of the Company. If the participant paid any
amount for the forfeited shares, the Company shall pay the participant the
lesser of the fair market value of the shares on the date they are forfeited or
the amount paid by the participant. Unless the Plan Administrator provides
otherwise, no grant of restricted shares may be assigned, encumbered, or
transferred except in the event of death, or by will or the laws of descent and
distribution.
Stock Bonuses. A stock bonus may be awarded pursuant to an award agreement
and will comply with the terms of the 2002 Plan. The Plan Administrator shall
determine the number of shares to be awarded to each participant and whether
such shares will be restricted stock. If the stock bonus is being earned upon
the satisfaction of a performance goal, the Plan Administrator shall determine
the proper award. The Plan Administrator may adjust the performance goals
applicable to the stock bonuses to account for changed circumstances as the Plan
Administrator deems necessary. The earned portion of a stock bonus may be paid
currently or on a deferred basis. Payment may be in cash, whole shares,
including restricted stock, or a combination thereof, either in a lump sum
payment or in installments as the Plan Administrator determines.
Stock Appreciation Rights. A stock appreciation right (SAR) may be awarded
pursuant to an award agreement and shall be based upon such factors as the Plan
Administrator may determine. The Plan Administrator will determine the time
period during which a SAR may be exercised, but such period may not commence
until six months after the date of grant. The maximum number of shares subject
to SAR's which can be granted under the 2002 Plan during any calendar year to
any individual is 25,000 shares. Exercise of the right shall be by written
notice and entitles the participant to receive a number of shares, cash, or a
combination thereof. The number of shares which may be issued upon exercise of
the SAR's shall be determined by dividing the number of shares as to which the
SAR is exercised multiplied by the amount by which the fair market value of the
shares on the exercise date exceeds the fair market value of the shares on the
date of grant of the SAR, by the fair market value of the shares on the exercise
date, however, the Plan Administrator may, in its sole discretion, pay cash in
lieu of shares. No SAR may be transferred other than by will or the laws of
descent and distribution, and during the lifetime of the participant, only to
individuals and entities as specified in the 2002 Plan. Assignment shall be by
written request, and the terms applicable to assigned SAR's remain the same as
those in effect for the award immediately before the assignment.
GENERAL PLAN PROVISIONS
Dissolution, Liquidation, or Merger and Change of Control. In the event of
an occurrence after which the Company no longer survives as an entity, the Plan
Administrator may, in its discretion, cancel each outstanding award upon payment
to the participant of adequate consideration or negotiate to have the award
assumed by the surviving corporation as specified in the 2002 Plan. The Plan
Administrator may also accelerate the time within which each outstanding award
may be exercised. After a merger, consolidation, combination or reorganization
in which the Company is the survivor, the Plan Administrator shall determine any
appropriate adjustments to outstanding awards.
7
In the event a change of control of the Company as defined in the 2002 Plan
occurs, then all outstanding options shall fully vest immediately upon the
Company's public announcement of such a change. A change of control generally
occurs when one transaction or series of transactions results in the issuance of
51% of voting securities, the Company is acquired in some form of merger or
consolidation in which the Company does not survive, or when substantially all
the assets of the Company are sold.
The acceleration of vesting in the event of a change in the ownership or
control of the Company may be seen as an anti-takeover provision and may have
the effect of discouraging a merger proposal, a takeover attempt or other
efforts to gain control of the Company.
Changes in Capitalization. In the event any change is made to the
outstanding shares of common stock by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change in
corporate structure effected without the Company's receipt of consideration,
appropriate adjustments will be made to (i) the maximum number and/or class of
securities issuable under the 2002 Plan, and (ii) the number and/or class of
securities and the exercise price per share in effect under each outstanding
award in order to prevent the dilution or enlargement of benefits thereunder.
Special Tax Election. The Plan Administrator may, in its discretion,
provide one or more holders of outstanding awards under the 2002 Plan with the
right to have the Company withhold a portion of the shares of common stock
otherwise issuable to such individuals in satisfaction of the income and
employment withholding taxes to which they become subject in connection with the
exercise of those awards. Alternatively, the Plan Administrator may allow such
individuals to deliver existing shares of common stock in satisfaction of such
withholding tax liability.
Stockholder Rights. No recipient of an award will have any stockholder
rights with respect to the awards until such recipient has exercised the award
and paid the exercise price for the purchased shares.
Amendment and Termination. The Board may amend, suspend or terminate the
2002 Plan at any time and for any reason, but no amendment, suspension or
termination shall be made which would impair the right of any person under any
outstanding awards without such person's consent not unreasonably withheld.
Further, the Board of Directors may, in its discretion, determine that any
amendment should be effective only if approved by the stockholders even if such
approval is not expressly required by the 2002 Plan or by law.
Unless sooner terminated by the Board, the 2002 Plan will in all events
terminate on January 24, 2012. Any awards outstanding at the time of such
termination will remain in force in accordance with the provisions of the
instruments evidencing such awards.
Predecessor Option Agreements. All outstanding options under predecessor
option agreements continue to be governed solely by the terms of the documents
evidencing such options, and no provisions of the 2002 Plan affect or otherwise
modify the rights or obligations of the holders of those options.
Securities Laws. No award shall be effective unless made in compliance with
all federal and state securities laws, rules and regulations, and in compliance
with any rules on any exchange on which shares are quoted.
8
Other Provisions. The award agreements may contain such other terms,
provisions and conditions not inconsistent with the 2002 Plan as may be
determined by the Board of Directors or the Plan Administrator.
FEDERAL INCOME TAX CONSEQUENCES OF AWARDS UNDER THE 2002 PLAN
Options. The Federal income tax treatment for options is as follows:
No taxable income is recognized by an optionee upon the grant of an option.
The optionee will, in general, recognize ordinary income in the year in which
the option is exercised, equal to the excess of the fair market value of the
purchased shares on the exercise date over the exercise price paid for the
shares, and the optionee will be required to satisfy the tax withholding
requirements applicable to such income.
The Company will be entitled to an income tax deduction equal to the amount
of ordinary income recognized by the optionee with respect to the exercised
non-statutory option. The deduction will in general be allowed for the taxable
year of the Company in which such ordinary income is recognized by the optionee.
Restricted Stock Awards. The director receives no taxable income upon the
receipt of a restricted stock award. The director is taxed at the time the
restrictions lapse, with the amount of such tax being based on the fair market
value of the shares of the stock at such time. As an alternative, the Internal
Revenue Service allows directors, at their option, to make an election to
include the value of the restricted stock award in income in the year in which
the shares are allocated to the director. In the event a director makes such an
election, a Section 83(b) election must be filed within 30 days of the shares
being allocated to them. Under Section 83(b) an electing director will include
as ordinary income in the year of the election, equal to the fair market value
of the shares of stock on the date of receipt. As a result, when the shares of
restricted stock vest, there is no additional taxable income. When the shares
are subsequently sold, any gain or loss, based on the amount previously reported
as income, will be a capital gain or loss. If a director who has made a Section
83(b) election subsequently forfeits the shares, the director will not be
entitled to any deductions, however, he or she may be entitled to realize a
loss. The Company recognizes a deduction for income tax purposes at the time the
director recognizes income.
Stock Bonus Award. The issuance of the stock in accordance with the awards
will constitute ordinary income to the recipient in the amount of the fair
market value of the stock. If the shares are subject to a substantial risk of
forfeiture, recognition of ordinary income will not occur until the risk of
forfeiture is removed or expires. The recipient may make a section 83(b)
election and accelerate the recognition of income to the year received rather
than the year the risk of forfeiture is removed or expires. The Company will
receive a deduction for the same amount recognized by the individual in the year
such income is recognized by the individual.
Stock Appreciation Rights. The grant of a SAR is not expected to result in
any taxable income for the recipient. Upon exercising a SAR, the amount of any
cash received and the fair market value on the exercise date of any shares of
common stock received are taxable to the recipient as ordinary income and
deductible by the Company.
Withholding Taxes. The Company is entitled to take appropriate measures to
withhold from the shares of common stock, or to otherwise obtain from the
recipients, sufficient sums in cash, check or shares of stock as the Plan
Administrator deems necessary to satisfy any applicable federal, state and local
withholding taxes, including FICA taxes, before the delivery of the common stock
to the recipient.
9
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
The Company anticipates that any compensation deemed paid by it in
connection with any awards issued under the 2002 Plan, including exercises of
options will qualify as performance-based compensation for purposes of Code
Section 162(m) and will not have to be taken into account for purposes of the $1
million limitation per covered individual on the deductibility of the
compensation paid to certain executive officers of the Company. Accordingly, it
is expected that all compensation deemed paid with respect to those awards will
remain deductible by the Company without limitation under Code Section 162(m).
ACCOUNTING TREATMENT
Under current accounting regulations, awards with an exercise or purchase
price per share equal to 100% of the fair market value of the shares at the time
of grant generally will not result in any direct charge to the Company's
earnings. However, other provisions in the Plan, if included in a specific
grant, may result in a direct charge to the Company's earnings for that grant.
The fair value of those awards that did not result in a direct charge to the
Company's earnings must be disclosed in the notes to the Company's financial
statements, in the form of pro-forma statements to those financial statements,
which demonstrates the impact those awards would have upon the Company's
reported earnings were the value of those awards at the time of grant treated as
compensation expense. In addition, the number of outstanding awards may be a
factor in determining the Company's earnings per share on a diluted basis.
However, the Financial Accounting Standards Board (FASB) has proposed a
modification, FASB123R "Share Based Payment", to the accounting treatment for
stock options which would require companies to measure and recognize
compensation cost for all share-based payments (including employee stock
options) at fair value. FASB123R will be effective for the Company on July 1,
2005.
RECOMMENDATION OF THE BOARD
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDMENT TO
INCREASE THE NUMBER OF SHARES UNDER THE 2002 PLAN UNDER PROPOSAL 2 ON THE PROXY
CARD.
Executive Officers of the Company
Set forth below is information about the executive officers and key employees of
the Company:
------------------------------------------------------------------------
Name Position Age
------------------------------------------------------------------------
Philip H. Coelho Chief Executive Officer 60
------------------------------------------------------------------------
Kevin Simpson President and Chief Operating 46
Officer
------------------------------------------------------------------------
Renee M. Ruecker Chief Financial Officer 40
------------------------------------------------------------------------
Christopher Gemma V.P. of Worldwide Sales 48
------------------------------------------------------------------------
Dennis F. Marr, Ph.D. V.P. Research & Development 40
------------------------------------------------------------------------
10
The Board of Directors appoints the executive officers. Executive officers
serve at the pleasure of the Board. There are no family relationships between
any of the directors, executive officers or key employees.
Biographies
The biographies of Mr. Coelho and Mr. Simpson can be found under Proposal 1
- Election of Directors.
Renee M. Ruecker was appointed Chief Financial Officer in January 2003. Ms.
Ruecker joined the Company in August 1997 as Director of Finance and
subsequently assumed the position of V.P. Finance/Accounting in August 1998.
Prior to joining the Company, Ms. Ruecker was a manager in the Audit and
Business Advisory Department at Price Waterhouse LLP. Ms. Ruecker received her
Bachelor of Science Degree in Business Administration from the California
Polytechnic State University in San Luis Obispo and is a certified public
accountant.
Dr. Dennis F. Marr, Ph.D., PMP, joined the Company in August 2004 as Vice
President of Research and Development. Prior to joining the Company, Dr. Marr
was employed by Baxter Healthcare Corporation. During his employment he served
as Director, Device Development & Engineering from September 2001 to August
2004, Manager, Programs - R&D from January 2000 to September 2001 and Senior
Engineering Specialist from January 1998 to December of 1999. Dr. Marr earned
his Bachelor of Science Degree in Chemical Engineering from the University of
Illinois Champaign-Urbana, his Doctor of Philosophy Degree in Chemical
Engineering from the University of Wisconsin-Madison, and he is a certified
Project Management Professional with the Project Management Institute.
Christopher M. Gemma was appointed Vice President of Worldwide Sales in
September 2004. Prior to joining the Company, Mr. Gemma was a Director of
Corporate Accounts at Smith + Nephew, Inc. from February 1999 to September 2004.
From 1997 to 1999 he was the International Marketing Manager for Stryker
Endoscopy. Mr. Gemma's experience includes over 23 years of medical sales. Mr.
Gemma received his Bachelor of Arts Degree in Liberal Studies from St. Mary's
College in Moraga, California.
Dan Segal was the V.P. of Sales and Marketing with the Company until
leaving in September 2004. Mr. Segal had been with the Company since 1997 and
held various positions including Director of Sales & marketing Blood Products
and Director of Corporate Sales. Mr. Segal assumed the position of V.P.
Sales/Marketing in August 2000. Mr. Segal graduated from Sonoma State College
with a B.A. in Business Management.
KEY EMPLOYEES
Kimberly Ellner joined the Company in September 2003 and currently holds
the position of Sr. Director of Operations. Prior to joining the Company, she
was employed by Smith + Nephew, formerly ORATEC Interventions, Inc. as Manager,
Business Process Improvement from 2001 to 2004, Manufacturing Finance Manager
from 2000 to 2001 and Materials Manager from 1997 to 1999. Ms. Ellner has over
15 years of manufacturing and operations experience. Ms. Ellner received her
Bachelor of Science Degree in Manufacturing Administration from Western Michigan
University.
11
Committees of the Board of Directors
Audit Committee
The Audit Committee of the Board of Directors makes recommendations
regarding the retention of independent auditors, reviews the scope of the annual
audit undertaken by our independent auditors and the progress and results of
their work, and reviews our financial statements, internal accounting and
auditing procedures and corporate programs to ensure compliance with applicable
laws. The Audit Committee reviews the services performed by the independent
auditors and determines whether they are compatible with maintaining the
auditor's independence. The Audit Committee has a Charter, which is reviewed
annually and as may be required due to changes in industry accounting practices
or the promulgation of new rules or guidance documents. The Audit Committee
consists of three independent directors as determined by NASD listing standards:
Mr. McEnany (Audit Committee Chairman), Mr. Barry and Dr. Huckel. Mr. McEnany
and Mr. Barry are qualified as Audit Committee Financial Experts.
Compensation Committee
The Compensation Committee of the Board of Directors reviews and approves
executive compensation policies and practices, reviews salaries and bonuses for
our officers, administers the Company's stock option plans and other benefit
plans, and considers other matters as may, from time to time, be referred to
them by the Board of Directors. The members of the Compensation Committee are
Dr. Huckel (Compensation Committee Chairman) and Mr. McEnany.
Compensation Committee Interlocks and Insider Participation
Mr. McEnany and Dr. Huckel serve on the Compensation Committee. There are
no compensation committee interlocks or insider participation on our
compensation committee.
Nominations to the Board of Directors
Our directors take a critical role in guiding our strategic direction and
oversee the management of the Company. Board candidates are considered based
upon various criteria, such as their broad-based business and professional
skills and experiences, a global business and social perspective, concern for
the long-term interests of the shareholders and personal integrity and judgment.
In addition, directors must have time available to devote to Board activities
and to enhance their knowledge of the medical device industry. Accordingly, we
seek to attract and retain highly qualified directors who have sufficient time
to attend to their substantial duties and responsibilities to the Company.
The Board of Directors does not have a nominating committee. The Board
believes given the diverse skills and experience required to grow the Company
that the input of all members is important for considering the qualifications of
individuals to serve as directors. The Board recommends a slate of directors for
election at the annual meeting. In accordance with Nasdaq rules, the slate of
nominees is approved by a majority of the independent directors. Mr. McEnany,
Mr. Barry and Dr. Huckel are independent as defined in the NASD listing
standards.
In carrying out its responsibilities, the Board will consider candidates
suggested by shareholders. If a shareholder wishes to formally place a
candidate's name in nomination, however, he or she must do so in accordance with
the provisions of the Company's Bylaws. Suggestions for candidates to be
evaluated by the Board must be sent to Assistant Corporate Secretary, 2711
Citrus Road, Rancho Cordova, California 95742.
12
In fiscal 2004, the Board of Directors met seven (7) times, the Audit
Committee met six (6) times and the Compensation Committee met two (2) times.
Each director attended all of the meetings of the Board of Directors and of the
committees upon which he served except for Mr. Barry who attended six of the
seven board meetings.. All Directors attended the 2003 annual meeting of
stockholders. The Board requires all Directors to attend the annual stockholder
meeting unless there is an emergency.
Stockholders may send communications to the Board by mail to the Chairman
of the Board, ThermoGenesis Corp., 2711 Citrus Road, Rancho Cordova, California
95742.
Audit Committee Report
The Audit Committee oversees the financial reporting process for the
Company on behalf of the Board of Directors. In fulfilling its oversight
responsibilities, the Audit Committee reviews the Company's internal accounting
procedures, consults with and reviews the services provided by the Company's
independent auditors and makes recommendations to the Board of Directors
regarding the selection of independent auditors. Management is responsible for
the financial statements and the reporting process, including the system of
internal controls. The independent auditors are responsible for expressing an
opinion on the conformity of those audited financial statements with accounting
principles generally accepted in the United States.
In accordance with Statements on Auditing Standards (SAS) No. 61
(codification of Statements on Auditing Standards, AUss. 380), as amended by SAS
89 and SAS 90, and Rule 2-07, "Communication with Audit Committees," of
Regulation S-X, discussions were held with management and the independent
auditors regarding the acceptability and the quality of the accounting
principles used in the reports. These discussions included the clarity of the
disclosures made therein, the underlying estimates and assumptions used in the
financial reporting, and the reasonableness of the significant judgments and
management decisions made in developing the financial statements. In addition,
the Audit Committee has discussed with the independent auditors their
independence from the Company and its management and the independent auditors
provided the written disclosures and the letter required by Independence
Standards Board Standard No. 1 and considered the compatibility of non-audit
services with the auditors' independence.
The Audit Committee has also met and discussed with the Company's
management, and its independent auditors, issues related to the overall scope
and objectives of the audits conducted, the internal controls used by the
Company and the selection of the Company's independent auditors. In addition,
the Audit Committee discussed with the independent auditors, with and without
management present, the specific results of audit investigations and
examinations and the auditor's judgments regarding any and all of the above
issues.
Pursuant to the reviews and discussions described above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Annual Report on Form 10-K for the fiscal year
ended June 30, 2004, for filing with the Securities and Exchange Commission.
Respectfully submitted,
THERMOGENESIS CORP. AUDIT COMMITTEE
Patrick McEnany, Chairman
George Barry
Dr. Hubert Huckel
Directors of the Company
13
Compensation Committee Report
The Compensation Committee oversees our compensation plans and policies,
reviews and approves all decisions concerning principal executive officers'
compensation, which are further approved by the Board, and administers our stock
option and equity plans, including reviewing and approving stock option grants
and equity awards under the plans. The Compensation Committee's charter reflects
these various responsibilities, and the Compensation Committee and the Board
periodically review and revise the charter in consultation with outside counsel.
The Compensation Committee's membership is determined by the Board and is
composed entirely of independent directors. The Compensation Committee meets at
scheduled times during the year. The Committee Chairman reports on Compensation
Committee actions and recommendations at Board meetings, where such actions are
further ratified and approved. In addition, the Committee has the authority to
engage the services of outside advisers, experts and others to assist the
Committee.
Compensation Philosophy
The Compensation Committee emphasizes the important link between the
Company's performance, which ultimately increases stockholder value, and the
compensation of its executives. Therefore, the primary goal of the Company's
executive compensation policy is to closely align the interests of the
stockholders with the interests of the executive officers. In order to achieve
this goal, the Company attempts to (i) offer compensation opportunities that
attract and retain executives whose abilities and skills are critical to the
long-term success of the Company and reward them for their efforts in ensuring
the success of the Company, (ii) align the Company's compensation programs with
the Company's long-term business strategies and objectives, and (iii) provide
variable compensation opportunities that are directly linked to the Company's
performance and stockholder value, including an equity stake in the Company. For
several years, the Company has used three integrated components - Base Salary,
Incentive Compensation and Stock Options - to achieve these goals.
Base Salary
The Base Salary component of total compensation is intended to compensate
executives competitively within the industry and the marketplace. Base Salaries
of the executive officers are established by the Compensation Committee based
upon compensation data of comparable companies in the comparable markets, the
executive's job responsibilities, level of experience, individual performance
and contribution to the business. In the past, in making Base Salary decisions,
the Committee exercised its discretion and judgment based upon regional and
personal knowledge of industry practice and did not apply any specific formula
to determine the weight of any one factor. In 2004, the Compensation Committee
retained Pearl Meyer & Partners, and adjusted salaries as of July 1, 2004, based
on the report and recommendations prepared by Pearl Meyer & Partners, which were
ratified and approved by the Board.
14
Incentive Bonuses
The Incentive Bonus component of executive compensation is designed to
reflect the Compensation Committee's belief that a portion of the compensation
of each executive officer should be contingent upon the performance of the
Company, as well as the individual contribution of each executive officer. The
Incentive Bonus is intended to motivate and reward executive officers by
allowing the executive officers to directly benefit from the success of the
Company. The Compensation Committee has directed that a formal written incentive
plan with specified key milestones critical to the Company's success be
developed and implemented, and that the plan be weighted heavily towards
achieving profitability before any bonus compensation would be earned. All
executive employment contracts provide generally for a discretionary bonus of up
to 35% of the executive's base salary, which is to be determined by the
Compensation Committee based on individual performance criteria and Company
achievement of profitability during the year. After further discussion of the
increases in base salary in line with the report and recommendations, and a
proposal made by management, any future bonus payouts were limited to a maximum
of 25% of salary for the Company's principal executive officers, and may be paid
in cash, restricted stock grants, or options, provided that no cash component
will be paid to the Company's principal executive officers unless profitability
is achieved over and above any proposed cash bonus payments.
Long-term Incentives
The Compensation Committee provides the Company's executive officers with
Long-term Incentive compensation in the form of stock option grants under the
Company's Amended 1994 Stock Option Plan and the Amended 1998 Equity Incentive
Plan. The Compensation Committee believes that stock options provide the
Company's executive officers with the opportunity to purchase and maintain an
equity interest in the Company and to share in the appreciation of the value of
the Company's Common Stock. The Compensation Committee believes that stock
options directly motivate an executive to maximize long-term stockholder value.
It is the Company's practice to grant options from time to time to executive
officers at the fair market value of the Company's common stock on the date of
grant. The Committee considers each option subjectively, considering factors
such as the individual performance of the executive officer and the anticipated
contribution of the executive officer to the attainment of the Company's
long-term strategic performance goals. The number of stock options granted to
other executives in prior years and the total number of options granted under
the plans are also taken into consideration.
Independent Analysis of Executive Compensation
In early 2004, the Compensation Committee engaged an outside consultant to
provide an independent analysis of the Company's executive compensation program
and practices. The analysis was helpful because it provided the Compensation
Committee and the Board of Directors with a review of the Company's executive
compensation as compared with compensation packages offered by other peer group
companies identified by the consultant and included other small to mid-sized
publicly traded life sciences companies. The results of this analysis completed
by the independent consultant included the following observations about the
Company's 2003 executive compensation:
o Base salaries are below the competitive norm.
o Because of the Company's emphasis on incentive bonuses that are
dependent upon profitability, total cash compensation is below market
due to the lack of incentive payments during years of net loss.
15
o Annual stock option grants have not been awarded to executives on
consistent bases.
Both the Compensation Committee's review and the outside compensation
consultant's review of our executive compensation practices suggest that the
Company should target base salaries closer to the median of peer group companies
and should consider a re-design our annual incentive plan, as well as make new
option grants to executives in 2004.
As a result of the report and recommendations, the Compensation Committee
approved, and the Board further ratified and approved, effective July 1, 2004,
an increase in the Chief Financial Officer's salary to $175,000 per year, and
increase in the President and Chief Operating Officer's salary to $230,000 per
year, and an increase in the Chief Executive Officer's salary to $300,000 per
year. The bonus and incentive program for the principal executive officers will
be weighted 75% to attainment of corporate objectives, including profitability.
The outside compensation consultant also reviewed and reported on the
Company's independent director compensation, finding that the Company's total
remuneration consisting of meeting fees and annual stock option grants are below
the median Board remuneration of peer group companies. After further discussion
with the consultants, the Compensation Committee referred the recommendations on
independent director compensation to the Board for review and approval.
As a result, the annual grant of options to independent directors was
increased to 11,000 options per year, and will be granted on July 1st of each
year based on the closing bid price for the Company's common stock on that date
each year, or the next trading day following that date if the market is not open
on that date. The Company retained its existing board retainer of $12,000 per
year, payable quarterly in advance, and added that Committee Chairs shall be
paid an annual retainer of $2,500, payable on July 1 of each year. The meeting
fees remain payable at the rate of $1,000 per meeting for the Board and $500 per
committee meeting when such meetings occur on the same day as Board meetings,
and increased to $1,000 per committee meeting on dates when such committee
meetings are not combined with a board meeting
In conclusion, with these changes for fiscal 2005 to both executive
compensation and non-employee director remuneration, the Compensation Committee
believes that the Company's current compensation levels are consistent with
Company goals.
Respectfully Submitted,
THERMOGENESIS CORP.
COMPENSATION COMMITTEE
Hubert Huckel, M.D., Chairman
Patrick McEnany
Independent Directors of the Company
16
EXECUTIVE COMPENSATION AND OTHER TRANSACTIONS
This table lists the aggregate cash compensation paid in the past three
years for all services of the named Executive Officers of the Company.
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name Other Restricted Securities
and Annual Stock Underlying LTIP All Other
Principal Compen- Awards(s) Options/ Payouts Compensation
Position Year Salary ($) Bonus ($) sation ($) ($) SARs (#) ($) ($)
-------- ---- ---------- --------- ---------- --- -------- --- ---
Philip H.
Coelho, 2002 $188,580 $22,000 $10,000(1) $0 1,000,000(2) $0 $0
Chairman and
Chief Executive 2003 $224,000 $ 0 $12,000(3) $0 -0- $0 $0
Officer
2004 $225,000 $ 0 $12,000(4) $0 -0- $0 $0
--------------------------------------------------------------------------------------------------------------------------
Kevin Simpson, 2003 $109,000 $35,000 $17,000(5) $0 300,000(6) $0 $0
President and
Chief Operating 2004 $217,000 $ 0 $ 3,000(7) $0 -0- $0 $0
Officer
$0 $0
--------------------------------------------------------------------------------------------------------------------------
Renee M. 2002 $115,500 $ 0 $ 0 $0 -0- $0 $0
Ruecker,
Chief Financial 2003 $133,000 $ 0 $1,000(8) $0 100,000(9) $0 $0
Officer
2004 $148,000 $ 0 $2,000(10) $0 -0- $0 $0
--------------------------------------------------------------------------------------------------------------------------
Dan Segal, 2002 $121,800 $ 0 $4,000(11) $0 100,000(12) $0 $0
Former V.P.
Sales/Marketing 2003 $145,000 $ 0 $ $0 -0- $0 $0
2004 $149,000 $ 0 $5,000(13) $0 -0- $0 $0
--------------------------------------------------------------------------------------------------------------------------
(1) Represents payment of $7,000 in accrued vacation and $3,000 for a term life
insurance policy for the benefit of Mr. Coelho.
(2) Represents 1,000,000 stock options granted on June 28, 2002 at $2.12.
(3) Represents payment of $9,000 in accrued vacation and $3,000 for a term life
insurance policy for the benefit of Mr. Coelho.
(4) Represents payment of $9,000 in accrued vacation and $3,000 for a term life
insurance policy for the benefit of Mr. Coelho.
(5) Represents payment for reimbursable expenses related to relocation
activities per Mr. Simpson's employment agreement.
(6) Represents 300,000 stock options granted on January 6, 2003 at $1.60.
(7) Represents accrued vacation pay.
17
(8) Represents accrued vacation pay.
(9) Represents 100,000 stock options granted on May 1, 2003 at $2.06.
(10) Represents payment of accrued vacation.
(11) Represents payment of accrued vacation.
(12) Represents 100,000 stock options granted on June 28, 2002 at $2.12.
(13) Represents payment of accrued vacation.
Employment Agreements
In June 2002, the Company and Mr. Philip Coelho entered into an employment
agreement whereby Mr. Coelho agreed to serve as Chief Executive Officer of the
Company and receive compensation equal to $225,000 per year, subject to annual
increases as may be determined by the Board of Directors. Mr. Coelho is eligible
to receive bonuses based on his performance and the attainment of objectives
established by the Company. Bonuses shall not exceed 35% percent of his base
salary in effect for any given year, and shall be subject to Compensation
Committee oversight for meeting stated objectives. The employment agreement may
be terminated by Mr. Coelho or by the Company with or without cause. In the
event Mr. Coelho is terminated by the Company without cause, Mr. Coelho will be
entitled to receive severance pay equal to the greater of six months of his
annual salary or the remaining term of the agreement. In addition, the
employment agreement provides that in the event Mr. Coelho is terminated other
than "for cause" upon a change of control, Mr. Coelho shall be paid an amount
equal to three times his annual salary. The phrase "change of control" is
defined to include (i) the issuance of 33% or more of the outstanding securities
to any individual, firm, partnership, or entity, (ii) the issuance of 33% or
more of the outstanding securities in connection with a merger, or (iii) the
acquisition of the Company in a merger or other business combination. The
employment agreement expires by its terms in June 2007.
In January 2003, the Company and Mr. Kevin Simpson entered into an
employment agreement whereby Mr. Simpson agreed to serve as President and Chief
Operating Officer of the Company and receive compensation equal to $217,200 per
year, subject to annual increases as may be determined by the Board of
Directors. Mr. Simpson is eligible to receive bonuses based on his performance
and the attainment of objectives established by the Company. Bonuses shall not
exceed 35% percent of his base salary in effect for any given year, and shall be
subject to Compensation Committee oversight for meeting stated objectives. The
employment agreement may be terminated by Mr. Simpson or by the Company with or
without cause. In the event Mr. Simpson is terminated by the Company without
cause, Mr. Simpson will be entitled to receive severance pay equal to the
greater of six months of his annual salary, or if terminated within the first
full year of the Agreement, an amount equal to two years of his base salary, or
if terminated in the second or third year of this Agreement, an amount equal to
one year of his base salary. In addition, the employment agreement provides that
in the event Mr. Simpson is terminated other than "for cause" upon a change of
control, Mr. Simpson shall be paid an amount equal to three times his annual
salary. The phrase "change of control" is defined to include (i) the issuance of
33% or more of the outstanding securities to any individual, firm, partnership,
or entity, (ii) the issuance of 33% or more of the outstanding securities in
connection with a merger, or (iii) the acquisition of the Company in a merger or
other business combination. The employment agreement expires by its terms in
January 2008.
In January 2003, the Company entered into an employment agreement with Ms.
Renee Ruecker whereby Ms. Ruecker agreed to serve as Chief Financial Officer and
receive compensation equal to $136,500 subject to annual increases as may be
determined by the Board of Directors. Ms. Ruecker is eligible to receive bonuses
based on her performance and the attainment of objectives established by the
Company. Ms. Ruecker's bonuses shall not exceed 35% of her base salary in effect
18
for any given year and shall be subject to Compensation Committee oversight for
meeting stated objectives. The employment agreement may be terminated prior to
the expiration of the agreement, upon the mutual agreement of the Company and
Ms. Ruecker. In addition, the employment agreement provides that in the event
Ms. Ruecker is terminated other than "for cause" upon a change of control, Ms.
Ruecker will be paid an amount equal to three times her annual salary. The
phrase "change of control" is defined to include (i) the issuance of 33% or more
of the outstanding securities to any individual, firm, partnership, or entity,
(ii) the issuance of 33% or more of the outstanding securities in connection
with a merger, or (iii) the acquisition of the Company in a merger or other
business combination. The employment agreement expires by its terms in January
2006.
In May 2002, the Company renewed its employment agreement with Mr. Dan
Segal whereby Mr. Segal agreed to serve as Vice President of Sales/Marketing and
receive compensation equal to $148,575 subject to annual increases as may be
determined by the Board of Directors. Mr. Segal left the Company in September
2004, thereby terminating the agreement, as permitted by mutual consent of the
parties. Mr. Segal is eligible to receive bonuses based on his performance and
the attainment of objectives established by the Company. Mr. Segal's bonuses
were not to exceed 35% of his base salary in effect for any given year and were
subject to Compensation Committee oversight for meeting stated objectives. In
addition, the employment agreement provides that in the event Mr. Segal was
terminated other than "for cause" upon a change of control, Mr. Segal would be
paid an amount equal to three times his annual salary. The phrase "change of
control" is defined to include (i) the issuance of 33% or more of the
outstanding securities to any individual, firm, partnership, or entity, (ii) the
issuance of 33% or more of the outstanding securities in connection with a
merger, or (iii) the acquisition of the Company in a merger or other business
combination. The employment agreement would otherwise have expired by its terms
in August 2005.
In August 2004, the Company entered into an employment agreement with Dr.
Dennis Marr whereby Dr. Marr agreed to serve as Vice President of Research and
Development and receive compensation equal to $175,000 subject to annual
increases as may be determined by the Board of Directors. Dr. Marr was paid an
initial signing bonus of $30,000. Dr. Marr is eligible to receive bonuses based
on his performance and the attainment of objectives established by the Company.
Dr. Marr's bonuses shall not exceed 25% of his base salary in effect for any
given year and shall be subject to Compensation Committee oversight for meeting
stated objectives. The employment agreement may be terminated prior to the
expiration of the agreement, upon the mutual agreement of the Company and Dr.
Marr. In addition, the employment agreement provides that in the event Dr. Marr
is terminated other than "for cause" upon a change of control, Dr. Marr will be
paid an amount equal to three times his annual salary. The phrase "change of
control" is defined to include (i) the issuance of 33% or more of the
outstanding securities to any individual, firm, partnership, or entity, (ii) the
issuance of 33% or more of the outstanding securities in connection with a
merger, (iii) the acquisition of the Company in a merger or other business
combination, or (iv) substantially all of the assets of the Company are sold.
The employment agreement expires by its terms in August 2007.
In September 2004, the Company entered into an employment agreement with
Mr. Christopher Gemma whereby Mr. Gemma agreed to serve as Vice President of
Worldwide Sales and receive compensation equal to $150,000 subject to annual
increases as may be determined by the Board of Directors. Mr. Gemma is eligible
to receive bonuses based on his performance and the attainment of objectives
established by the Company. Mr. Gemma's bonuses shall not exceed 50% of his base
salary in effect for any given year and shall be subject to Compensation
Committee oversight for meeting stated objectives. In addition, Mr. Gemma will
be paid a sales commission of 5% of sales beyond the Company's budgeted annual
sales revenue. The employment agreement may be terminated prior to the
expiration of the agreement, upon the mutual agreement of the Company and Mr.
Gemma. If Mr. Gemma is terminated early without cause, he will be paid his
salary for 6 months. In addition, the employment agreement provides that in the
event Mr. Gemma is terminated other than "for cause" upon a change of control,
19
Mr. Gemma will be paid an amount equal to three times his annual salary. The
phrase "change of control" is defined to include (i) the issuance of 33% or more
of the outstanding securities to any individual, firm, partnership, or entity,
(ii) the issuance of 33% or more of the outstanding securities in connection
with a merger, (iii) the acquisition of the Company in a merger or other
business combination, or (iv) substantially all of the assets of the Company are
sold. The employment agreement expires by its terms in August 2007.
Amended 1998 Equity Incentive Plan
On February 2, 1998, the stockholders of the Company approved the 1998
Equity Incentive Plan (the "1998 Plan"). The 1998 Plan was amended at the Annual
Meeting in January 2003. A total of 3,798,000 shares were approved by the
stockholders for issuance under the 1998 Plan.
The 1998 Plan is administered by the Compensation Committee. The 1998 Plan
permits the grant of stock options to employees, officers and certain directors.
The purpose of the 1998 Plan is to attract the best available personnel to the
Company and to give employees, officers and certain directors of the Company a
greater personal stake in the success of the Company. As of June 30, 2004,
2,547,874 options had been granted under the 1998 Plan and 1,426,489 shares of
common stock have been issued pursuant to the 1998 Plan. Exercise prices for
options under the 1998 Plan range from $1.125 to $2.18.
The Amended 1994 Stock Option Plan
The Company's Amended 1994 Stock Option Plan (the "1994 Plan") was
originally approved by the Company's stockholders in January 1995 and amended at
the Annual Meetings on May 29, 1996 and May 29, 1997. A total of 1,450,000
shares were approved by the stockholders for issuance under the 1994 Plan. The
1994 Plan, but not the options granted, expires in October 2004.
The 1994 Plan permits the grant of stock options to employees, officers and
certain directors. The purpose of the 1994 Plan is to attract the best available
personnel to the Company and to give employees, officers and certain directors
of the Company a greater personal stake in the success of the Company.
As of June 30, 2004, 1,269,775 options had been granted under the 1994 Plan
and 802,698 shares of common stock have been issued pursuant to the 1994 Plan.
Exercise prices for options under the 1994 Plan range from $1.51 to $3.15.
20
2002 Independent Directors' Equity Incentive Plan
The 2002 Independent Directors Equity Incentive Plan ("2002 Plan") permits
the grant of stock or options to independent directors. A total of 250,000
shares were approved by the stockholders for issuance under the 2002 Plan. At
the annual meeting, stockholders will be asked to approve an additional 100,000
shares for the 2002 Plan.
As of June 30, 2004, 144,000 options had been granted under the 2002 Plan
and 67,000 shares of common stock have been issued pursuant to the 2002 Plan.
Exercise prices for options under the 2002 Plan range from $1.81 to $4.70.
Equity Compensation Plan Information
The following table provides information for all of the Company's equity
compensation plans and individual compensation arrangements in effect as of June
30, 2004.
----------------------------------------------------------------------------------------------------------------------
Plan Category Number of securities Weighted-average Number of securities remaining
to be issued upon exercise price of available for future issuance
exercise of outstanding under equity compensation
outstanding options, options, warrants plans (excluding securities
warrants and rights and rights reflected in column (a))
(a) (b) (c)
----------------------------------------------------------------------------------------------------------------------
Equity compensation plans approved
by securities holders 1,834,077 $1.97 1,367,736
----------------------------------------------------------------------------------------------------------------------
Equity compensation plans not 25,000 $1.57 -
approved by security holders
----------------------------------------------------------------------------------------------------------------------
Total 1,859,077 1,367,736
----------------------------------------------------------------------------------------------------------------------
Option/SAR Grants in Last Fiscal Year
There were no options/SAR grants to Executive Officers during the year
ended June 30, 2004.
Ten-Year Options/SAR Repricings
There were no repricing of options for the fiscal year ended June 30, 2004.
21
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
The following table sets forth executive officer options exercised and
option values for fiscal year ended June 30, 2004 for all executive officers at
the end of the year.
Number of Securities Underlying Value of Unexercised In -the
Unexercised Options June 30, Money Options at June 30, 2004(1)
2004
--------------------------------- ----------------------------------
Name Shares Acquired on Value Exercisable Unexercisable Exercisable Unexercisable
---- Exercise Realized ----------- ------------- ----------- -------------
-------------------------------------------------------------------------------------------------------------------------------
Phil Coelho 350,000 $908,000 550,000 600,000 $1,585,000 $1,566,000
Kevin Simpson - - 300,000 - $ 939,000 -
Renee Ruecker 46,000 $195,000 33,334 66,666 $ 89,000 $ 178,000
Dan Segal 38,333 $126,000 33,333 33,334 $ 87,000 $ 87,000
-------------------------------------------------------------------------------------------------------------------------------
(1) Based on June 30, 2004 year-end closing bid price of $4.73.
Compensation of Directors
All directors who are not employees of the Company are paid a quarterly fee
of $3,000, a meeting fee of $1,000 per Board meeting attended in person ($500
for attendance by telephonic conference), and options to purchase 4,000 shares
of the Company's common stock pursuant to the Amended 1994 Stock Option Plan
upon completion of each full year of service. In addition, members of the
Board's Audit and Compensation Committees receive $500 per meeting attended in
person ($250 for attendance by telephonic conference).
Compliance with Section 16 of the Securities Exchange Act of 1934
Based solely upon a review of Forms 3, 4 and 5 delivered to the Company as
filed with the Securities and Exchange Commission, directors and officers of the
Company and persons who own more than 10% of the Company's common stock timely
filed all required reports pursuant to Section 16(a) of the Securities Exchange
Act of 1934, as amended.
22
STOCK PERFORMANCE GRAPH
Five-Year Common Stock Performance Graph
The following graph compares the performance of the Company's common stock
during the period June 30, 1998 to June 30, 2004, with Nasdaq Stock Market Index
and the Company's peer group of Nasdaq stocks:
[GRAPHIC OMITTED]
23
There can be no assurance that the Company's stock performance will
continue into the future with the same or similar trends depicted in the graph
above. The market price of the Company's common stock in recent years has
fluctuated significantly, and it is likely that the price of the stock will
fluctuate in the future. The Company does not endorse any predictions of future
stock performance. Furthermore, the stock performance chart is not considered by
the Company to be (i) soliciting material, (ii) deemed filed with the Securities
and Exchange Commission, or (iii) to be incorporated by reference in any filings
by the Company under the Securities Act of 1933, or the Securities Exchange Act
of 1934, each, as amended.
Voting Securities and Principal Holders
The following table sets forth certain information as of October 18, 2004,
with respect to the beneficial ownership of our common stock for (i) each
director, (ii) all of our directors and officers as a group, and (iii) each
person known to us to own beneficially five percent (5%) or more of the
outstanding shares of our Common Stock. As of October 18, 2004, there were
44,969,752 shares of Common Stock outstanding.
Unless otherwise indicated, the address for each listed stockholder is:
ThermoGenesis Corp., 2711 Citrus Road, Rancho Cordova, California 95742. To our
knowledge, except as indicated in the footnotes to this table or pursuant to
applicable community property laws, the persons named in the table have sole
voting and investment power with respect to the shares of common stock
indicated.
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Percent of
Ownership(1) Class
Philip H. Coelho 678,928(2) 1.5%
George J. Barry 84,000(3) *%
Hubert E. Huckel, M.D. 53,000(4) *%
Patrick McEnany 97,158(5) *%
Kevin Simpson 300,000(6) *%
Officers & Directors as a group (7) 1,284,893 2.8%
--------------------------
* Less than 1%.
(1) "Beneficial Ownership" is defined pursuant to Rule 13d-3 of the Exchange
Act, and generally means any person who directly or indirectly has or
shares voting or investment power with respect to a security. A person
shall be deemed to be the beneficial owner of a security if that person has
the right to acquire beneficial ownership of the security within 60 days,
including, but not limited to, any right to acquire the security through
the exercise of any option or warrant or through the conversion of a
security. Any securities not outstanding that are subject to options or
warrants shall be deemed to be outstanding for the purpose of computing the
percentage of outstanding securities of the class owned by that person, but
shall not be deemed to be outstanding for the purpose of computing the
percentage of the class owned by any other person.
(2) Includes 113,187 shares, of which 6,000 shares are held in an IRA, 550,000
shares issuable upon the exercise of options and 15,741 shares issuable
upon the exercise of warrants.
24
(3) Includes 84,000 shares issuable on the exercise of options.
(4) Includes 33,000 shares issuable upon the exercise of options. Also includes
20,000 shares issuable upon the exercise of warrants owned by HEH
Investment Partners, LP. Dr. Huckel is the general partner of HEH
Investment Partners, LP.
(5) Includes 43,329 shares, 33,000 shares issuable upon the exercise of
options. Also includes 829 shares and 20,000 shares issuable upon the
exercise of warrants owned by McEnany Holding, Inc. Mr. McEnany is the sole
shareholder of McEnany Holding, Inc.
(6) Includes 300,000 shares issuable on the exercise of options.
(7) Includes 34,474 shares, 33,334 shares issuable upon the exercise of options
and 4,000 shares issuable upon the exercise of warrants owned by Renee
Ruecker.
Certain Relationships and Related Transactions
During the second quarter of fiscal 2004, the Company entered into an
agreement with Mediware Information Systems, Inc. ("Mediware") to explore
technical and market requirements and terms and conditions for the joint
development and marketing of the industry's first fully integrated system to
make personalized cell therapy safer and more accessible. The Company had no
expenses or revenues associated with this agreement during fiscal 2004. The
Company's Chief Executive Officer is on the Board of Directors of Mediware and
Mediware's Chief Executive Officer is on the Board of Directors of the Company.
Legal Proceedings
The Company and its property are not a party to any pending legal
proceedings. In the normal course of operations, the Company may have
disagreements or disputes with employees, vendors or customers. These disputes
are seen by the Company's management as a normal part of business, and there are
no pending actions currently or no threatened actions that management believes
would have a significant material impact on the Company's financial position,
results of operations or cash flows.
Relationship with Independent Registered Public Accounting Firm
The Company retained the firm of Ernst & Young LLP as the Independent
Registered Public Accounting Firm of the Company for the fiscal year ending June
30, 2004. The Company expects a representative of Ernst & Young LLP to be
present at the Annual Meeting of Stockholders, and the representative will have
an opportunity to make a statement if he or she desires to do so. Such
representative is expected to be available to respond to appropriate questions.
Audit Fees
Fees for audit services by Ernst and Young LLP totaled $183,000 and
$125,000 for the fiscal years ended June 30, 2004 and 2003, respectively,
including fees associated with the annual audits of our financial statements,
review of the financial statements included in our quarterly reports on Form
10-Q, consents, assistance with the review of documents filed with the SEC, and
accounting consultations..
Audit-Related Fees
Fees for audit-related services by Ernst & Young LLP totaled $25,000 and $0
for the fiscal years ended June 30, 2004 and 2003, respectively. Audit-related
fees consist of professional services performed in conjunction with the
Company's efforts to comply with Sarbanes-Oxley Act of 2002.
25
Tax Fees
Fees for tax preparation by Ernst and Young LLP totaled $9,100 and $8,500
for the fiscal years ended June 30, 2004 and 2003, respectively.
All Other Fees
Ernst & Young LLP did not bill us for other services for the fiscal years
ended June 30, 2004 and 2003.
The Audit Committee pre-approves all audit and non-audit services to be
performed by the auditor in accordance with the Audit Committee Charter. The
Audit Committee pre-approved 100% of the audit, audit-related, tax and other
services performed by the auditor in fiscal 2004. The percentage of hours
expended on the principal accountant's engagement to audit the Company's
financial statements for the most recent fiscal year that were attributed to
work performed by persons other than the principal accountant's full-time,
permanent employees was 0%.
Code of Ethics
We have adopted a code of ethics that applies to our principal executive
officer, principal operating officer, principal financial officer, individuals
with check signing authority, principal accounting officer, controller or
persons performing similar functions. A copy of our code of ethics can be found
on our website at www.thermogenesis.com. The Company will report any amendment
or wavier to the code of ethics on our website within five (5) days.
Stockholder Proposals
Proposals by stockholders intended to be presented at the 2004 Annual
Meeting of Stockholders must be received by us not later than July 12, 2005, for
consideration for possible inclusion in the proxy statement relating to that
meeting. All proposals must meet the requirements of Rule 14a-8 of the Exchange
Act.
For any proposal that is not submitted for inclusion in next year's proxy
statement (as described in the preceding paragraph), but is instead intended to
be presented directly at next year's annual meeting, SEC rules permit management
to vote proxies in its discretion if the Company (a) receives notice of the
proposal before the close of business on September 24, 2005, and advises
stockholders in the next year's proxy statement about the nature of the matter
and how management intends to vote on such matter, or (b) does not receive
notice of the proposal prior to the close of business on September 24, 2005.
Notices of intention to present proposals at the 2005 Annual Meeting should
be address to the Assistant Corporate Secretary, ThermoGenesis Corp., 2711
Citrus Road, Rancho Cordova, California 95742. The Company reserves the right to
reject, rule out of order or take other appropriate action with respect to any
proposal that does not comply with these and other applicable requirements.
Additional Information
The Annual Report for the fiscal year ended June 30, 2004, including
audited financial statements, has been mailed to stockholders concurrently with
this proxy statement, but such report is not incorporated in this Proxy
Statement and is not deemed to be a part of the proxy solicitation material. The
Company is required to file annual reports on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K and other information with the Securities
and Exchange Commission ("SEC"). The public can obtain copies of these materials
by visiting the SEC's Public Reference Room at 450 Fifth Street, NW, Washington,
D.C. 20549, by calling the SEC at 1-800-SEC-0330, or by accessing the SEC's
website at www.sec.gov.
26
Copies of the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission for the fiscal year ended June 30, 2004, will
be provided to stockholders without charge upon request. Stockholders should
direct any such requests to ThermoGenesis Corp., 2711 Citrus Road, Rancho
Cordova, California 95742, Attention: Renee M. Ruecker, Chief Financial Officer.
OTHER BUSINESS
We do not know of any business to be presented for action at the meeting
other than those items listed in the notice of the meeting and referred to
herein. If any other matters properly come before the meeting or any adjournment
thereof, it is intended that the proxies will be voted in respect thereof in
accordance with their best judgment pursuant to discretionary authority granted
in the proxy.
ALL STOCKHOLDERS ARE URGED TO EXECUTE THE ACCOMPANYING PROXY AND TO RETURN
IT PROMPTLY IN THE ACCOMPANYING ENVELOPE. STOCKHOLDERS MAY REVOKE ANY PROXY IF
SO DESIRED AT ANY TIME BEFORE IT IS VOTED.
By Order of the Board of Directors
/s/ David C. Adams
David C. Adams,
Corporate Secretary
November 8, 2004
Rancho Cordova, California
27
PROXY PROXY
THERMOGENESIS CORP.
2711 Citrus Road
Rancho Cordova, CA 95742
Telephone (916) 858-5100
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Philip H. Coelho and Kevin Simpson as proxies,
each with full power to appoint substitutes, and hereby authorizes them or
either of them to represent and to vote as designated below, all the shares of
common stock of ThermoGenesis Corp. held of record by the undersigned as of
October 20, 2004, at the Annual Meeting of Stockholders to be held at Sacramento
Marriott Rancho Cordova, located at 11211 Point East Dr., Rancho Cordova, Ca.
95742, at 9:00 a.m., (PST), on December 13, 2004, and any adjournments or
postponements thereof, and hereby ratifies all that said attorneys and proxies
may do by virtue hereof.
PLEASE MARK VOTE IN BRACKET IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
1. Election of Directors to serve until the Annual Meeting of Stockholders for
the fiscal year 2004.
Nominees
Philip H. Coelho [ ] FOR [ ] WITHHOLD AUTHORITY
Patrick McEnany [ ] FOR [ ] WITHHOLD AUTHORITY
Hubert E. Huckel, M.D. [ ] FOR [ ] WITHHOLD AUTHORITY
George J. Barry [ ] FOR [ ] WITHHOLD AUTHORITY
Kevin Simpson [ ] FOR [ ] WITHHOLD AUTHORITY
2. Approve an amendment to increase the number of shares under the 2002
Independent Directors Equity Incentive Plan.
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSAL ONE.
THIS PROXY ALSO DELEGATES DISCRETIONARY AUTHORITY TO VOTE WITH RESPECT TO OTHER
BUSINESS WHICH PROPERLY MAY COME BEFORE THE MEETING, OR ANY ADJOURNMENTS OR
POSTPONEMENTS THEREOF. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
PLEASE READ, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING AND
PROXY STATEMENT FURNISHED IN CONNECTION THEREWITH.
Dated: ____________________, 200__
-------------------------------
Signature
-------------------------------
Signature
Common Stock
Please sign exactly as name appears. When shares are held by joint tenants or
more than one person, all owners should sign. When signing as attorney, as
executor, administrator, trustee, or guardian, please give full title as such.
If a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
PROXY PROXY
THERMOGENESIS CORP.
2711 Citrus Road
Rancho Cordova, CA 95742
Telephone (916) 858-5100
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Philip H. Coelho and Kevin Simpson as proxies,
each with full power to appoint substitutes, and hereby authorizes them or
either of them to represent and to vote as designated below, all the shares of
common stock of ThermoGenesis Corp. held of record by the undersigned as of
October 20, 2004, at the Annual Meeting of Stockholders to be held at Sacramento
Marriott Rancho Cordova, located at 11211 Point East Dr., Rancho Cordova, Ca.
95742, at 9:00 a.m., (PST), on December 13, 2004, and any adjournments or
postponements thereof, and hereby ratifies all that said attorneys and proxies
may do by virtue hereof.
PLEASE MARK VOTE IN BRACKET IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
1. Election of Directors to serve until the Annual Meeting of Stockholders for
the fiscal year 2004.
Nominees
Philip H. Coelho [ ] FOR [ ] WITHHOLD AUTHORITY
Patrick McEnany [ ] FOR [ ] WITHHOLD AUTHORITY
Hubert E. Huckel, M.D. [ ] FOR [ ] WITHHOLD AUTHORITY
George J. Barry [ ] FOR [ ] WITHHOLD AUTHORITY
Kevin Simpson [ ] FOR [ ] WITHHOLD AUTHORITY
2. Approve an amendment to increase the shares under the 2002 Independent
Directors Equity Incentive Plan.
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSAL ONE.
THIS PROXY ALSO DELEGATES DISCRETIONARY AUTHORITY TO VOTE WITH RESPECT TO OTHER
BUSINESS WHICH PROPERLY MAY COME BEFORE THE MEETING, OR ANY ADJOURNMENTS OR
POSTPONEMENTS THEREOF. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
PLEASE READ, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING AND
PROXY STATEMENT FURNISHED IN CONNECTION THEREWITH.
Dated: ____________________, 200__
-------------------------------
Signature
-------------------------------
Signature
Series A Convertible Preferred Stock
Please sign exactly as name appears. When shares are held by joint tenants or
more than one person, all owners should sign. When signing as attorney, as
executor, administrator, trustee, or guardian, please give full title as such.
If a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.