UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ___)
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Preliminary Proxy Statement | |
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Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12 |
Endologix, Inc.
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13900 Alton Parkway, Suite 122
Irvine, California 92618
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 24, 2005
To the Stockholders of Endologix, Inc.:
You are cordially invited to attend the 2005 Annual Meeting of Stockholders (the Annual Meeting) of Endologix, Inc. (Endologix or the Company) on May 24, 2005 at 8:30 a.m., Pacific time. The Annual Meeting will be held at the offices of Stradling Yocca Carlson & Rauth, at 660 Newport Center Drive, Suite 1600, Newport Beach, California 92660 for the following purposes, as more fully described in the accompanying proxy statement:
1. To elect two individuals to serve as Class I members of the Companys Board of Directors for a term of three years or until their successors are duly elected and qualified;
2. To ratify the selection of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2005; and
3. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
Only stockholders of record at the close of business on April 22, 2005 will be entitled to vote at the Annual Meeting or any adjournment or postponement thereof.
All stockholders are urged to attend the Annual Meeting in person or by proxy. YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY IN THE ACCOMPANYING POSTAGE-PAID REPLY ENVELOPE. By returning the proxy, you can help Endologix avoid the expense of duplicate proxy solicitations and possibly having to reschedule the Annual Meeting if a quorum of the outstanding shares is not present or represented by proxy. If you decide to attend the Annual Meeting and wish to change your proxy vote, you may do so simply by voting in person at the Annual Meeting.
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By Order of the Board of Directors | |||
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Paul McCormick | |||
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President and Chief Executive Officer | |||
Irvine, California
April 25, 2005 |
13900 Alton Parkway, Suite 122
Irvine, California 92618
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of Endologix, Inc. (Endologix or the Company) for use at the 2005 Annual Meeting of Stockholders (the Annual Meeting) to be held on May 24, 2005 at 8:30 a.m., Pacific time, at the offices of Stradling Yocca Carlson & Rauth, at 660 Newport Center Drive, Suite 1600, Newport Beach, California 92660, at which time stockholders of record as of April 22, 2005 will be entitled to vote . On April 22, 2005, Endologix had 31,916,705 shares of its common stock outstanding.
Endologix intends to mail this proxy statement and the accompanying proxy card on or about April 28, 2005 to all stockholders entitled to vote at the Annual Meeting. Endologix principal executive offices are currently located at 13900 Alton Parkway, Suite 122, Irvine, California 92618. After June 30, 2005, Endologix principal executive offices will be located at 11 Studebaker, Irvine, California 92618. The telephone number at the current address is (949) 595-7200.
VOTING
The shares of common stock constitute the only outstanding class of voting securities of the Company. The presence in person or by proxy of the holders of a majority of the common stock issued and outstanding constitutes a quorum for the transaction of business at the Annual Meeting. Each stockholder of record is entitled to one vote for each share of common stock held as of the record date on each matter to be voted on at the Annual Meeting. For purposes of the quorum and the discussion below regarding the vote necessary to take stockholder action, stockholders of record who are present at the Annual Meeting in person or by proxy and who abstain, including brokers holding customers shares of record who cause abstentions to be recorded at the Annual Meeting, are considered stockholders who are present and entitled to vote and count toward the quorum. Brokers holding shares of record for customers generally are not entitled to vote on certain matters unless they receive voting instructions from their customers. As used herein, uninstructed shares means shares held by a broker who has not received instructions from its customers on such matters and the broker has so notified the Company on a proxy form in accordance with industry practice or has otherwise advised the Company that it lacks voting authority. As used herein, broker non-vote means the votes that could have been cast on the matter in question by brokers with respect to uninstructed shares if the brokers had received their customers instructions.
Directors are elected by the affirmative vote of a plurality of votes cast at the Annual Meeting; therefore, broker non-votes and abstentions or votes that are withheld will be excluded entirely from the vote and have no effect on the election of directors. Ratification of the selection of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2005 requires the affirmative vote of a majority of the shares present or represented and entitled to be voted at the Annual Meeting. Uninstructed shares are entitled to vote on this matter, and therefore broker non-votes and abstentions will have the effect of votes against the proposal.
Shares of common stock represented by a properly executed proxy received in time for the Annual Meeting will be voted as specified therein, unless the proxy previously has been revoked. Unless otherwise specified in the proxy, the persons named therein will vote FOR the election of each of the director nominees named in this proxy statement and FOR ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2005. As to any other business properly submitted to stockholders at the Annual Meeting, the persons named in the proxy will vote as recommended by the Board of Directors or, if no recommendation is given, in their discretion.
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power to revoke it at any time before it is voted. It may be revoked by the holder of record by filing with the Secretary of Endologix at the principal executive office of Endologix at the address above, a written notice of revocation or a new duly executed proxy bearing a date later than the date indicated on the previous proxy, or it may be revoked by the holder of record attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not, by itself, revoke a proxy.
SOLICITATION
Endologix will bear the entire cost of proxy solicitation, including costs of preparing, assembling, printing and mailing this proxy statement, the proxy card and any additional material furnished to stockholders. Copies of the solicitation materials will be furnished to brokerage houses, fiduciaries and custodians holding in their names shares of common stock beneficially owned by others, to forward to such beneficial owners. Endologix may, if deemed necessary or advisable, retain a proxy solicitation firm to deliver solicitation materials to beneficial owners and to assist the Company in collecting proxies from such individuals. Endologix may reimburse persons representing beneficial owners of shares for their expenses in forwarding solicitation materials to such beneficial owners. Original solicitation of proxies by mail may be supplemented by telephone, telegram or personal solicitation by directors, officers or other regular employees of Endologix. No additional compensation will be paid to directors, officers or other regular employees for such services.
2
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information known to the Company regarding the
ownership of the Companys common stock as of April 22, 2005 by: (i) each stockholder known to the
Company to be a beneficial owner of more than five percent (5%) of the Companys common stock; (ii)
each director; (iii) each executive officer named in the Summary Compensation Table; and (iv) all
current directors and officers of the Company as a group.
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4
Number of Shares
Percentage of
Name and Address (1)
Beneficially Owned (2)
Outstanding Shares (3)
5,701,306
17.9
%
323,867
1.0
%
511,611
1.6
%
*
120,324
*
75,307
*
21,875
*
996,161
3.1
%
*
9,375
*
553,775
1.7
%
232,084
*
9,896
*
2,733,951
8.4
%
*
Represents beneficial ownership of less than 1%
(1)
Unless otherwise indicated, the business address of each holder is: c/o Endologix, Inc.,
13900 Alton Parkway, Suite 122, Irvine, CA 92618.
(2)
The number of shares of common stock beneficially owned includes any shares issuable pursuant
to stock options that are currently exercisable or may be exercised within 60 days after April
22, 2005. Shares issuable pursuant to such options are deemed outstanding for computing the
ownership percentage of the person holding such options but are not deemed to be outstanding
for computing the ownership percentage of any other person.
(3)
Applicable percentages are based on 31,916,705 shares outstanding on April 22, 2005, plus the
number of shares such stockholder can acquire within 60 days after April 22, 2005.
(4)
Based on information contained in a Schedule 13-G/A filed with the Securities and Exchange
Commission on February 14, 2005. The address of Federated Investors, Inc. is 140 East 45th
Street, 43rd Floor, New York, New York 10017.
(5)
Includes 59,167 shares subject to options exercisable within 60 days after April 22, 2005
and 209,700 shares held in a family trust.
(6)
Includes 37,499 shares subject to options exercisable within 60 days after April 22, 2005.
Table of Contents
(7)
Includes 40,416 shares subject to options exercisable within 60 days after April 22, 2005.
(8)
Consists of shares subject to options exercisable within 60 days after April 22, 2005.
(9)
Consists of shares subject to options exercisable within 60 days after April 22, 2005.
(10)
Includes 274,961 shares subject to options exercisable within 60 days after April 22, 2005
and 18,200 shares held in a family trust.
(11)
Consists of shares subject to options exercisable within 60 days after April 22, 2005.
(12)
Consists of shares held by T&L Investments L.P. Dr. and Mrs. Edward B. Diethrich hold a
total of 98% of the voting and dispositive power over the shares through a 98% ownership of
the capital stock of EBDFam, Inc., the general partner in T&L Investments L.P.
(13)
Consists of shares subject to options exercisable within 60 days after April 22, 2005.
(14)
Consists of shares subject to options exercisable within 60 days after April 22, 2005.
(15)
Includes 685,273 shares subject to options exercisable within 60 days after April 22, 2005.
Table of Contents
PROPOSAL ONE
ELECTION OF DIRECTORS
The Board of Directors currently consists of eight members, divided into three classes
approximately equal in size. Each class of directors is elected for three-year terms on a
staggered term basis, so that each year the term of office of one class will expire and the terms
of office of the other classes will continue for periods of one and two years, respectively. The
nominees for election at this years Annual Meeting will serve as Class I directors, with a term
expiring at the annual meeting of stockholders to be held in 2008. Each director is elected to
serve until the expiration of his term, or until his successor is duly elected and qualified.
The nominees for election as Class I directors at this years Annual Meeting are Jeffrey F.
ODonnell and Ronald H. Coelyn. The nominees for election to the Board of Directors at the Annual
Meeting currently are directors of the Company. Mr. ODonnell has served as a director since 1998
and Mr. Coelyn was appointed as a director in January 2005. Dr. Buchbinder, a current Class I
director, will not stand for re-election at the Annual Meeting. Therefore, while there currently
are eight members of the Board of Directors, there will be only seven members of the Board of
Directors after the Annual Meeting, and, effective as of the date of the Annual Meeting, the
Companys Bylaws, as amended, will authorize a total of seven directors.
The Board of Directors will vote all proxies received by them
FOR
the nominees listed above
unless otherwise instructed in writing on such proxy. The two candidates receiving the highest
number of affirmative votes of shares entitled to vote at the Annual Meeting will be elected
directors of Endologix. In the event any nominee is unable to or declines to serve as a director
at the time of the Annual Meeting, the proxies will be voted for an additional nominee who shall be
designated by the current Board of Directors to fill the vacancy. As of the date of this proxy
statement, the Board of Directors is not aware of any nominee who is unable or will decline to
serve as a director. In the event that additional persons are nominated for election as directors,
the proxy holders intend to vote all proxies received by them in favor of the nominees listed
above.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE TWO NOMINEES NAMED ABOVE.
Information With Respect to Nominees And Directors
Set forth below for each nominee for election as director and for each director of Endologix,
is information regarding his age, position(s) with Endologix, the period he has served as a
director, any family relationship with any other director or executive officer of Endologix, and
the directorships currently held by him in corporations whose shares are publicly registered.
Class I
Jeffrey F. ODonnell, 45
, has served on the Companys Board of Directors since June 1998. Mr.
ODonnell served as the Companys President from January 1998 until March 1999, and Chief Executive
Officer from June 1998 until March 1999. From November 1995 to January 1998, Mr. ODonnell served
as the Companys Vice President, Sales and Marketing. Mr. ODonnell has served as President and
Chief Executive Officer of PhotoMedex since November 1999. From March 1999 to November 1999, Mr.
ODonnell served as the President and Chief Executive Officer of X Site Medical. From January 1994
to May 1995, Mr. ODonnell served as the President and Chief Executive Officer of Kensey Nash
Corporation, a diversified medical device company. Mr. ODonnell is a member of the board of
directors of Escalon Medical Corporation, a publicly held manufacturer and distributor of
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cardiovascular and ophthalmology devices, Cardiac Science, Inc., a publicly held medical device
manufacturer for external cardiac defibrillators and RMI, a private medical device manufacturer.
Ronald H. Coelyn, 59
, has served on the Companys Board of Directors since January 2005. Mr.
Coelyn specializes in senior management and board appointments at the executive search firm The
Coelyn Group, which he founded in 1992 after serving as partner in the international search firm
Spencer Stuart & Associates. Prior to that, Mr. Coelyn served for three years as President and
Chief Operating Officer of a medical diagnostics company, American Diagnostics Corporation, where
he was responsible for sales and marketing, research and development, regulatory affairs, quality
systems, manufacturing and finance. Subsequently, Mr. Coelyn was Chairman, President and Chief
Executive Officer of Alpha Healthcare Systems, Inc., a healthcare information systems company
focused on practice management and electronic medical records. Mr. Coelyn currently serves as
co-Chairman of LINC (LifeSciences Industry Council) of Orange County, California, a member of the
BioMedical Industry Councils board of directors and an advisory board member of the American Heart
Association and the Blind Childrens Learning Center.
Class II
Franklin D. Brown, 61
, serves as the Companys Chairman and has been a director since 1997.
Following the merger with the former Endologix in May 2002, Mr. Brown was the Companys Chief
Executive Officer and Chairman until January 2003, when he was elected Executive Chairman. Mr.
Brown served as the Companys Executive Chairman until October 2004. Mr. Brown previously served
as the Chairman and Chief Executive Officer of the former Endologix, Inc. since joining that
company in 1998. From October 1994 until the sale of the company in September 1997, Mr. Brown
served as Chairman, President and Chief Executive Officer at Imagyn Medical, Inc. From 1986 until
the sale of the company in 1994, Mr. Brown served as President and Chief Executive Officer of
Pharmacia Deltec, Inc., an ambulatory drug delivery company. Mr. Brown also serves on the board of
directors of Triage Medical, Inc., a private company.
Edward M. Diethrich, M.D, 69
, has served on the Companys Board of Directors since May 2002.
Dr. Diethrich was a Director for the former Endologix, Inc. from 1997 until its merger with the
Company in May 2002. Dr. Diethrich has been the Medical Director and Chief of Cardiovascular
Surgery of the Arizona Heart Hospital since 1997, and has been the Director and Chief of
Cardiovascular Surgery at the Arizona Heart Institute from 1971 to the present.
Class III
Paul McCormick, 51
, is the Companys President and Chief Executive Officer and has been a
director since May 2002. Mr. McCormick has more than 27 years in the medical device industry. The
majority of his career has been in emerging medical technologies. Mr. McCormick joined the former
Endologix in January 1998, prior to its merger with the Company in May 2002, as Vice President of
Sales and Marketing, and served as President and Chief Operating Officer from January 2001 until
the merger in May 2002. He then served in the same position with the Company until January 2003
when he became President and Chief Executive Officer. Previously, he held various sales and
marketing positions at Progressive Angioplasty Systems, Heart Technology, Trimedyne Inc., and
United States Surgical Corporation.
Roderick de Greef, 44
, has served on the Companys Board of Directors since November 2003.
Mr. de Greef has served as the Executive Vice President, Chief Financial Officer and Secretary of
Cardiac Science, Inc. since March 2001. From 1995 to 2001, Mr. de Greef provided corporate finance
advisory services to a number of early stage companies including Cardiac Science, where he was
instrumental in securing equity capital beginning in 1997, and advising on merger and acquisition
activity. From 1989 to 1995, Mr. de Greef was Vice President and Chief Financial Officer of
BioAnalogics, Inc. and International BioAnalogics, Inc., both publicly held development stage
medical technology companies located in Portland, Oregon. From 1986 to 1989, Mr. de Greef was
Controller and then Chief Financial Officer of publicly held Brentwood Instruments, Inc. Mr. de
Greef has a B.A. in Economics and International Relations from California State University at San
Francisco and an M.B.A. from the University of
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Oregon. Mr. de Greef also serves on the boards of BioLife Solutions, Inc. a public biotechnology
company located in Binghamton, New York and DentalView, Inc. an Irvine-based privately held medical
device company.
Gregory D. Waller, 55
, has served on the Companys Board of Directors since November 2003.
Mr. Waller has served as Vice President-Finance, Chief Financial Officer and Treasurer of Sybron
Dental Specialties, Inc., a manufacturer and marketer of consumable dental products, since August
1993 and was formerly the Vice President and Treasurer of Kerr, Ormco and Metrex. Mr. Waller
joined Ormco in December 1980 as Vice President and Controller and served as Vice President of Kerr
European Operations from July 1989 to August 1993. Mr. Waller has an MBA with a concentration in
accounting from California State University, Fullerton.
Other Executive Officers
The other current executive officers of the Company are as follows:
Stefan G. Schreck, Ph.D., 45
, joined the Company in February 2004 and serves as the Companys
Vice President of Research and Development. Dr. Schreck has more than 20 years of experience in
research and development of medical products. Prior to joining the Company, Dr. Schreck held
increasingly more responsible R&D management positions in the medical device industry. From May
1995 to April 2000, Dr. Schreck served as Director of Research in Baxter Healthcares Heart Valve
Division. From April 2000 to August 2002, Dr. Schreck served as Senior Director R&D at Edwards
Lifesciences and was responsible for the development of all surgical heart valve repair and
replacement products. From August 2002 to February 2004, Dr. Schreck served as President & CEO of
MediMorph Solutions Inc., an engineering and management consulting firm for the medical device
industry that he founded.
Karen Uyesugi
,
49
, became the Companys Vice President of Clinical and Regulatory Affairs
following the Companys merger with the former Endologix in May 2002. Ms. Uyesugi has 23 years of
both domestic and international regulatory experience in the medical device and pharmaceutical
industry. The majority of her career has been involved with a wide variety of Class III and Class
II medical devices ranging from implantable cardiovascular devices, neurosurgery, and general
surgery products. Prior to joining the former Endologix in July 1998, Ms. Uyesugi held various
positions in regulatory, clinical, and quality assurance at Neuro Navigational Corporation,
Trimedyne, Inc., Baxter Healthcare, Shiley Inc., and Allergan Pharmaceuticals.
Robert J. Krist, 56
, joined the Company in August 2004 and serves as the Companys Chief
Financial Officer and Secretary. Most recently, Mr. Krist served as Chief Financial Officer of
CardioNet, Inc., a privately held marketer of mobile cardiac outpatient telemetry tools and
services based in San Diego, California. Mr. Krist previously served for three years as Chief
Financial Officer of Irvine-based Datum, Inc., a technology manufacturer. Prior to that, Mr. Krist
served for three years as Chief Financial Officer and Vice President, Field Operations, of Bridge
Medical, Inc., a start-up pharmacy information systems company. Mr. Krist also held various
management positions during his six years at McGaw, Inc., including Chief Financial Officer and
President of the Central Admixture Pharmacy Services Division. Mr. Krist received a BS in physics
from Villanova University and an MBA from the University of Southern California. Mr. Krist is a
Certified Management Accountant (CMA).
Herbert H. Mertens, 46
, joined the Company in February 2005 and serves as its Vice President
of Sales and Marketing. Mr. Mertens has more than 20 years experience commercializing vascular
medical devices along with an extensive expertise in domestic and international sales and
marketing. He most recently served more than four years as vice president, global sales and
marketing at Micrus Corporation, a privately held developer of minimally invasive treatments for
intracranial aneurysms. In this capacity, he was responsible for building the U.S. and European
sales force and developing an entry strategy for the Japanese market, positioning Micrus as a
leader in the endovascular neurology market. Mr. Mertens previously served as vice president,
global sales and marketing, for Angiosonics, Inc., where he directed U.S. and European sales
efforts for that companys therapeutic ultrasound technology. Prior to that, Mr. Mertens was vice
president and managing director, Europe, at Cardiogensis, Inc. and he has held several sales
management positions at Guidant Corporation.
7
Meetings of the Board of Directors
The Board of Directors met five times during the year ended December 31, 2004. Each director
attended at least 75% of the aggregate of (i) the total number of meetings of the Board of
Directors and (ii) the total number of meetings held by all committees of the Board of Directors on
which he served.
Committees of the Board of Directors
The Board of Directors has an Audit Committee, a Compensation Committee and a Nominating and
Governance Committee. Each committee operates under a written charter adopted by the Board of
Directors. A copy of the charter of the Audit Committee was included as Appendix A to the
Companys proxy statement relating to its 2004 annual meeting of stockholders. Copies of the
charters of all standing committees are available on the Investor Relations page on the Companys
web site located at www.endologix.com.
Audit Committee
The Audit Committee is composed of three directors. The current members are Gregory D.
Waller, Roderick de Greef and Jeffrey ODonnell. Each member of the Audit Committee qualifies as
an independent director in compliance with the applicable rules of the Securities and Exchange
Commission and the Nasdaq Marketplace Rules. The Board of Directors has determined that each member
of the Audit Committee qualifies as an audit committee financial expert as that term is defined
by the rules and regulations of the Securities and Exchange Commission.
The Audit Committee has the sole authority to appoint and, when deemed appropriate, replace
the Companys independent registered public accounting firm, and has established a policy of pre-approving all audit and
permissible non-audit services provided by the Companys independent registered public accounting firm. The Audit
Committee has, among other things, the responsibility to review and approve the scope and results
of the annual audit, to evaluate with the independent registered public accounting firm the performance and adequacy of the
Companys financial personnel and the adequacy and effectiveness of the Companys systems and
internal financial controls, to review and discuss with management and the independent registered public accounting firm the
content of the Companys financial statements prior to the filing of the Companys quarterly
reports on Form 10-Q and annual reports on Form 10-K, to establish procedures for receiving,
retaining and investigating reports of illegal acts involving the Company or complaints or concerns
regarding questionable accounting or auditing matters and to establish procedures for the
confidential, anonymous submission by the Companys employees of concerns or complaints regarding
questionable accounting or auditing matters. The Audit Committee met six times during the year
ended December 31, 2004. To ensure independence, the Audit Committee also meets separately with
the Companys independent registered public accounting firm and members of management.
Compensation Committee
The Compensation Committee consists of two directors. During 2004, the members of the
Compensation Committee were Edward M. Diethrich, M.D. and Franklin D. Brown. In 2005, Ronald
Coelyn replaced Mr. Brown as a member of the Compensation Committee. Each of Dr. Diethrich and Mr.
Coelyn satisfies the independence standards set forth in the Nasdaq Marketplace Rules. The
Compensation Committee is primarily responsible for evaluating and approving the cash and equity
compensation for the Chief Executive Officer and other executive officers, and administers the
Companys employee compensation plans. The Compensation Committee held three meetings during the
year ended December 31, 2004.
Nominating and Governance Committee
In 2004, the Board of Directors established a Nominating and Governance Committee. The
members of the Nominating and Governance Committee are Jeffrey ODonnell and Roderick de Greef,
each of whom satisfies the independence standards set forth in the Nasdaq Marketplace
Rules. The primary purposes of the Nominating and Governance Committee are to identify and
recommend to the Board of Directors individuals qualified to serve as members of the Companys
Board of Directors and each of its committees, to develop and recommend to the Board of Directors
corporate governance guidelines and to lead the Board of Directors in its annual review of its
composition, effectiveness and performance.
8
Evaluation of Director Nominees
In the case of incumbent directors whose terms of office are set to expire, the Nominating and
Governance Committee reviews such directors overall service to the Company during their term,
including their level of participation and the quality of their performance. In the case of new
director nominees, the Nominating and Governance Committee screens candidates, does reference
checks, prepares a biography for each candidate for the Board to review and conducts interviews.
The members of the Nominating and Governance Committee and the Companys Chief Executive Officer
interview candidates that meet the criteria described below, and the Nominating and Governance
Committee recommends nominees to the Board that best suit the Boards needs. The Nominating and
Governance Committee does not intend to evaluate nominees for director any differently because the
nominee is or is not recommended by a stockholder. All of the nominees for director in this proxy
statement are standing for re-election. The Company does not pay a fee to any third party to
identify or evaluate or assist in identifying or evaluating potential director nominees.
The Nominating and Governance Committee believes that nominees for director must meet certain
minimum qualifications, including:
Stockholder Nominations of Directors
The Nominating and Governance Committee will consider stockholder recommendations for
directors sent to the Nominating and Governance Committee, c/o Corporate Secretary, Endologix,
Inc., 13900 Alton Parkway, Suite 122, Irvine, California 92618. Stockholder recommendations for
directors must include: (1) the name and address of the stockholder recommending the person to be
nominated and the name and address of the person or persons to be nominated, (2) a representation
that the stockholder is a holder of record of stock of the Company, (3) a description of all
arrangements or understandings between the stockholder and the recommended nominee, if any, (4)
such other information regarding the recommended nominee as would be required to be included in a
proxy statement filed pursuant to Regulation 14A promulgated by the SEC pursuant to the Securities
Exchange Act of 1934 had the nominee been nominated, or intended to be nominated, by the Board of
Directors, and (5) the consent of the recommended nominee to serve as a director of the Company if
so elected. The stockholder must also state if they intend to appear in person or by proxy at the
annual meeting to nominate the person specified in the notice. In accordance with the Companys
bylaws, the notice containing the nomination must be received by the Company not less than 90 days
prior to the annual or special meeting of stockholders or, in the event less than 100 days notice
or prior public disclosure of the date of the annual or special meeting has been given, then no
later than 10 days after such notice has been given.
Communications with the Board of Directors
The Board of Directors provides a process for stockholders to send communications to the
Board. Stockholders can send communications to the Board of Directors, or an individual director,
by sending a written communication to: Endologix, Inc., 13900 Alton Parkway, Suite 122, Irvine, CA
92618, Attn: Corporate Secretary. All communications sent to this address are sent to the specific
directors identified in the communication or if no directors are identified, the communication is
delivered to the Chairman of the Board. The Company does not have a policy with respect to
director attendance at annual meetings of the Companys stockholders. Historically, other than
employees of the Company, few stockholders have attended the Companys annual meetings. Two
directors, both of whom were employees of the Company, attended the Companys annual meeting in
2004.
9
Code of Ethics
The Company has adopted a Code of Conduct and Ethics that applies to its principal executive
officer, principal financial officer and principal accounting officer. A copy of the Code of
Conduct and Ethics is available on the Investor Relations page on the Companys website at
www.endologix.com, and a copy may also be obtained by any person, without charge, upon written
request delivered to Endologix, Inc., Attn: Corporate Secretary, 13900 Alton Parkway, Suite 122,
Irvine, California 92618. The Company will disclose any amendment to, or waiver from, a provision
of the Code of Conduct and Ethics by posting such information on the Companys website at the above
address.
Compensation of Directors
Non-employee directors each receive a fee of $1,500 per quarter, $2,000 for each Board meeting
attended in person and reimbursement for certain travel expenses and other out-of-pocket costs.
Members of Board committees, other than the Audit Committee, each receive an additional fee of $500
for each committee meeting attended. Additionally, each member of the Audit Committee is entitled
to a fee of $1000 per meeting attended and the chairman of the Audit Committee is entitled to an
additional quarterly retainer of $1,000. Non-employee Board members are eligible to receive
periodic option grants under the Automatic Option Grant Program in effect under the Companys 1996
Stock Option/Stock Issuance Plan. Each individual who first becomes a non-employee Board member,
whether elected by the stockholders or appointed by the Board, automatically will be granted, at
the time of such initial election or appointment, an option to purchase 30,000 shares of Common
Stock at the fair market value per share of Common Stock on the grant date, which vests over four
years, with 25% of the options vesting after one year and the remaining options vesting on a pro
rata basis over the next 36 months thereafter. On the date of each annual meeting of stockholders,
each individual who is to continue to serve as a non-employee Board member after the annual meeting
will receive an additional option grant to purchase 20,000 shares of Common Stock, which vests upon
the completion of one year of Board service.
There are no arrangements or understandings involving any director or any nominee regarding
such persons status as a director or nominee.
Section 16(a) Beneficial Ownership Reporting Compliance
The members of the Companys Board of Directors, the Companys executive officers and persons
who hold more than 10% of the Companys outstanding common stock are subject to the reporting
requirements of Section 16(a) of the Securities Exchange Act of 1934 which requires them to file
reports with respect to their ownership of the common stock and their transactions in such common
stock. Based upon (i) the copies of Section 16(a) reports that the Company received from such
persons for their 2004 fiscal year transactions in the common stock and their common stock holdings
and/or (ii) the written representations received from one or more of such persons that no other
reports were required to be filed by them for the 2004 fiscal year, the Company believes that all
reporting requirements under Section 16(a) for such fiscal year were met in a timely manner by the
Companys executive officers, Board members and greater than 10% stockholders.
10
EXECUTIVE COMPENSATION AND RELATED INFORMATION
The following table sets forth the salary and bonus earned for the three fiscal years
ended December 31, 2004, by the Companys Chief Executive Officer and the other executive officers
whose salary and bonus exceeded $100,000 for the 2004 fiscal year. All of the individuals named in
the table are referred to in this proxy statement as the Named Executive Officers.
Summary Compensation Table
11
Stock Options
The following table sets forth the number and potential realizable value of options granted to
each of the Named Executive Officers during the year ended December 31, 2004.
12
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
The following table sets forth information with respect to the exercise of options held by the
Named Executive Officers during the year ended December 31, 2004.
Change in Control and Severance Agreements
The Company has entered into employment agreements with each of its Named Executive Officers.
The agreements expire on October 18, 2005, unless sooner terminated pursuant to the terms and
provisions thereof. Unless thirty days notice is provided by either party to the agreement before
the expiration date, the agreement automatically renews for successive one-year terms thereafter.
The agreement provides that if the Company terminates the executive officers employment without
cause or he or she resigns for good reason, the executive officer is entitled to his or her base
salary and continued benefits for six months, all stock options that would have vested over the
following six months will vest immediately upon termination and he or she would be entitled to a
prorated payment equal to the target bonus amount for which he or she would have been eligible for
the year of termination. In addition, in the event the executive officer is terminated, or resigns
for good reason, in connection with a change in control, the executive officer is entitled to his
or her base salary and continued benefits for twelve months, all stock options will accelerate and
vest and he or she would be entitled to a prorated payment equal to the target bonus amount for
which he or she would have been eligible for the year of termination.
Compensation Committee Interlocks and Insider Participation
None of the Companys executive officers served on the board of directors or compensation
committee of any entity that has one or more executive officers serving as a member of the
Companys Board of Directors or Compensation Committee.
Board Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors evaluates and approves the base salary
and bonuses to be paid to the Companys executive officers each fiscal year. In addition, the
Compensation Committee administers the Endologix 1996 Stock Option/Stock Issuance Plan with respect
to option grants and stock issuances made thereunder to officers and other key employees. The
following is a summary of the policies of the Compensation Committee that affect the compensation
paid to executive officers, as reflected in the tables and text set forth elsewhere in this proxy
statement.
General Compensation Policy
. The Companys compensation policy is designed to attract and
retain qualified key executives critical to the Companys success and to provide such executives
with performance-based
13
incentives tied to the achievement of certain milestones. One of the Compensation Committees
primary objectives is to have a substantial portion of each officers total compensation contingent
upon the Companys performance as well as upon the individuals contribution to the Companys
success as measured by his personal performance. Accordingly, each executive officers
compensation package is comprised primarily of three elements:
The following are the principal factors that the Compensation Committee considered in
establishing the components of each executive officers compensation package for the 2004 fiscal
year. However, the Compensation Committee may in its discretion apply different factors,
particularly different measures of financial performance, in setting executive compensation for
future fiscal years.
Base Salary
. The base salary levels for the executive officers were established for the 2004
fiscal year on the basis of the following factors: personal performance, the estimated salary
levels in effect for similar positions at a select group of companies with which the Company
competes for executive talent, and internal comparability considerations. Although the
Compensation Committee reviewed various compensation surveys, the Board did not rely upon any
specific survey for comparative compensation purposes. Instead, the Board made its decisions as to
the appropriate market level of base salary for each executive officer on the basis of its
understanding of the salary levels in effect for similar positions at those companies with which
the Company competes for executive talent. The Compensation Committee on an annual basis will
review base salaries, and adjustments will be made in accordance with the factors indicated above.
Annual Incentive Compensation
. The Endologix Employee Bonus Plan provides the Board of
Directors with discretionary authority to award cash bonuses to executive officers and employees in
accordance with recommendations made by the Compensation Committee. The Compensation Committees
recommendations are based upon the extent to which financial and performance targets (established
semi-annually by the Compensation Committee) are met and the contribution of each such officer and
employee to the attainment of such targets. For fiscal year 2004, the performance targets for each
of the executive officers included gross sales, cash flow, engineering product goals and regulatory
goals. The weight given to each factor varied from individual to individual.
Long-Term Incentive Compensation
. The 1996 Stock Option/Stock Issuance Plan also provides the
Board with the ability to align the interests of the executive officer with those of the
stockholders and provide each individual with a significant incentive to manage Endologix from the
perspective of an owner with an equity stake in the business. The number of shares subject to each
option grant is based upon the officers tenure, level of responsibility and relative position in
Endologix. The Company has established general guidelines for making options grants to the
executive officers in an attempt to target a fixed number of unvested option shares based upon the
individuals position with Endologix and their existing holdings of unvested options. However, the
Company does not adhere strictly to these guidelines and will vary the size of the option grant
made to each executive officer as it feels the circumstances warrant. Each grant allows the
officer to acquire shares of the Companys common stock at a fixed price per share (the market
price on the grant date) over a specified period of time (up to 10 years from the date of grant).
The option normally vests in periodic installments over a four-year period, contingent upon the
executive officers continued employment with the Company. Accordingly, the option will provide a
return to the executive officer only if he or she remains in the Companys employ and the market
price of the Companys common stock appreciates over the option term.
14
CEO Compensation
. The Compensation Committee sets the base salary for Paul McCormick, the
Companys Chief Executive Officer, at a level which is designed to provide a salary competitive
with salaries paid to chief executive officers of similarly-sized companies in the industry and
commensurate with each such individuals experience. Mr. McCormicks critical role in completing
the commercial launch of the Companys Powerlink product was an important determinant in setting
his compensation. As the Companys activities for 2004 were mainly for research and development,
the Compensation Committee did not intend to have the base salary component of compensation
affected to any significant degree by the Companys financial performance, but by the Companys
achievement of regulatory milestones.
Compensation Committee
Franklin D. Brown
The material in this report is not soliciting material and is not deemed filed with the
Securities and Exchange Commission and is not to be incorporated by reference in any filing of
Endologix under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, whether made before or after the date hereof and irrespective of any general incorporation
language in any such filing.
15
Stock Performance Graph
The graph depicted below shows Endologix stock price as an index assuming $100 invested on
December 31, 1999, along with the composite prices of companies listed on the CRSP Total Return
Index for National Association of Securities Dealers Automated Quotation (NASDAQ) Stock Market,
and the NASDAQ Medical Device Manufacturers Index.
Endologix
2005 PROXY PERFORMANCE GRAPH DATA
SCALED PRICES: Stock and index prices scaled to 100 at 12/31/99
16
PROPOSAL TWO
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors has selected PricewaterhouseCoopers LLP to
continue as the independent registered public accounting firm for the year ending December 31, 2005. Endologix is asking the
stockholders to ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit
the consolidated financial statements of Endologix for the fiscal year ending December 31, 2005 and
to perform other appropriate services. A representative of PricewaterhouseCoopers LLP is expected
to be present at the Annual Meeting to respond to stockholders questions, and that representative
will be given an opportunity to make a brief presentation to the stockholders if he or she so
desires and will be available to respond to appropriate questions. Endologix has been advised by
PricewaterhouseCoopers LLP that neither that firm nor any of its associates has any material
relationship with Endologix or any affiliate of Endologix.
Pre-Approval Policy
The audit committee reviews and pre-approves all non-audit services to be performed by the
Companys independent registered public accounting firm, PricewaterhouseCoopers LLP, subject to certain de minimis
exceptions. Such pre-approval is on a project by project basis. During 2004, PricewaterhouseCoopers LLP did not provide any non-audit services to the Company.
Audit Fees
The following table sets forth the aggregate fees billed to the Company by
PricewaterhouseCoopers LLP for the fiscal years ended December 31, 2003 and December 31, 2004:
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS THE COMPANYS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Management is responsible for Endologix internal controls over financial reporting
and for the preparation of the consolidated financial statements in accordance with generally accepted
accounting principles.
The Companys independent registered public accounting firm is responsible for performing an independent audit of the
Companys consolidated financial statements in accordance with standards of the Public
Company Accounting Oversight Board (United States) and to issue a report on the Companys financial statements and of its
internal control over financial reporting. The Audit Committees
responsibility is to monitor and oversee these processes.
17
In this context, the Audit Committee has met and held discussions with management and the
independent registered public accounting firm. Management represented to the Audit Committee that Endologix consolidated
financial statements were prepared in accordance with generally accepted accounting principles, and
the Audit Committee has reviewed and discussed the consolidated financial statements with
management and the independent registered public accounting firm. The Audit Committee discussed with the independent
registered public accounting firm matters required to be discussed by Statement on Auditing Standards No. 61 (Communications
with Audit Committees, as amended).
The Companys independent registered public accounting firm also provided to the Audit Committee the written disclosure
required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees), and the Audit Committee discussed with the independent registered public accounting firm the independent registered public accounting firms
independence.
Based upon the Audit Committees discussions with management and the independent registered public accounting firm and
the Audit Committees review of the representations of management and the report of the independent
registered public accounting firm to the Audit Committee, the Audit Committee recommended to the Board of Directors that the
audited consolidated financial statements be included in Endologix Annual Report on Form 10-K for
the fiscal year ended December 31, 2004 filed with the Securities and Exchange Commission.
Members of the Audit Committee
Gregory D. Waller
The material in this report is not soliciting material and is not deemed filed with the
Securities and Exchange Commission and is not to be incorporated by reference in any filing of
Endologix under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, whether made before or after the date hereof and irrespective of any general incorporation
language in any such filing.
18
DEADLINE FOR RECEIPT OF
If the Company holds its 2006 annual meeting of stockholders on or about the same time as this
years Annual Meeting, then any stockholder desiring to submit a proposal for action at the 2006
annual meeting of stockholders should arrange for such proposal to be delivered to the Company at
its principal place of business no later than December 27, 2005, in order to be considered for
inclusion in the Companys proxy statement relating to that meeting. However, if the Company holds
its 2006 annual meeting of stockholders on a date that is more than 30 days earlier or later than
this years Annual Meeting, then a stockholder proposal must be received by the Company at its
principal place of business in a reasonable amount of time prior to when the Company begins to
print and mail its proxy materials. Matters pertaining to such proposals, including the number and
length thereof, the eligibility of persons entitled to have such proposals included and other
aspects are regulated by the Securities Exchange Act of 1934, rules and regulations of the SEC and
other laws and regulations.
SEC rules also establish a different deadline, the discretionary vote deadline, for submission
of stockholder proposals that are not intended to be included in the Companys proxy statement with
respect to discretionary voting. The discretionary vote deadline for the 2006 annual meeting of
stockholders is March 11, 2006 (which is at least 45 calendar days prior to the anniversary of the
mailing date of this proxy statement). If a stockholder gives notice of such a proposal after the
discretionary vote deadline, the Companys proxy holders will be allowed to use their discretionary
voting authority to vote against the stockholder proposal when and if the proposal is raised at the
Companys 2006 annual meeting of stockholders.
The Company was not notified of any stockholder proposals to be addressed at the Annual
Meeting. Because the Company was not provided notice of any stockholder proposal to be included in
the proxy statement within a reasonable time before mailing, the Company will be allowed to use its
voting authority if any stockholder proposals are raised at the meeting.
OTHER BUSINESS
The Board of Directors is not aware of any other matter which may be presented for action at
the Annual Meeting. Should any other matter requiring a vote of the stockholders arise, it is
intended that the proxy holders will vote on such matters in accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
April 25, 2005
19
PROXY
ENDOLOGIX, INC.
The undersigned hereby nominates, constitutes and appoints Paul McCormick and Robert J. Krist,
and each of them individually, the attorney, agent and proxy of the undersigned, with full power of
substitution, to vote all stock of ENDOLOGIX, INC. which the undersigned is entitled to represent
and vote at the 2005 Annual Meeting of Stockholders of the Company to be held at the offices of
Stradling Yocca Carlson & Rauth, at 660 Newport Center Drive, Suite 1600, Newport Beach, California
92660 on May 24, 2005, at 8:30 a.m., Pacific time, and at any and all adjournments or postponements
thereof, as fully as if the undersigned were present and voting at the meeting, as follows:
THE DIRECTORS RECOMMEND A VOTE FOR ITEMS 1 and 2.
IN THEIR DISCRETION, ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.
IMPORTANTPLEASE SIGN AND DATE ON OTHER SIDE AND RETURN PROMPTLY
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER. WHERE NO
DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS NAMED ON THE
REVERSE SIDE OF THIS PROXY AND FOR RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN AND RETURN THIS PROXY,
WHICH MAY BE REVOKED AT ANY TIME PRIOR TO ITS USE.
2
(Directors continuing in office with a term expiring in 2008)
Table of Contents
(Directors continuing in office with a term expiring in 2006)
(Directors nominated for office with a term expiring in 2007)
Table of Contents
Table of Contents
Table of Contents
having the highest character and integrity;
having business or other experience that is of particular relevance to the Company;
having sufficient time available to devote to the affairs of the Company; and
being free of any conflicts of interest which would violate any applicable law
or regulations or interfere with the proper performance of the responsibilities of
a director.
Table of Contents
Table of Contents
Annual Compensation
Long Term
Compensation
Securities
All
Underlying
Other
Name and Principal Position
Year
Salary ($)
Bonus ($)
Options (#)
Compensation ($)
2004
$
191,666
2003
$
200,000
2002
$
196,285
$
47,250
20,000
(2)
2004
$
263,333
$
82,950
2003
$
240,000
$
50,400
100,000
2002
$
119,583
$
29,025
2004
$
144,927
$
47,328
75,000
2003
2002
2004
$
71,250
$
41,467
100,000
2003
2002
2004
$
176,800
$
45,880
2003
$
170,000
$
38,250
30,000
2002
$
3,333
$
26,780
70,000
2004
$
114,906
$
29,278
$70,720
(6)
2003
$
136,000
$
32,477
30,000
2002
$
119,231
$
24,713
50,000
(1)
Mr. Brown currently serves as the Companys Chairman of the Board. He also served as the
Companys Executive Chairman from January 1, 2003 to October 2004 and the Companys Chief
Executive Officer following the merger with (former) Endologix in May 2002 until January 1,
2003.
(2)
Options were granted before employment as the Companys Chief Executive Officer based upon
Board participation.
(3)
Mr. Schreck became the Companys Vice President of Research and Development on February 23,
2004.
(4)
Mr. Krist became the Companys Chief Financial Officer and Secretary on August 16, 2004.
(5)
Mr. Richards resigned as Chief Financial Officer and Secretary of the Company effective
August 16, 2004.
(6)
Represents severance amounts paid in 2004 and 2005 pursuant to a pre-existing employment agreement.
Table of Contents
Potential Realizable Value
of Options At Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants
Option Term (4)
Number of
% of Total
Securities
Options
Underlying
Granted To
Options
Employees
Exercise of
Granted (#)
in Fiscal
Base Price
Expiration
Name
(1)
Year (2)
($/Sh) (3)
Date
5% ($)
10% ($)
50,000
16.4
%
6.00
2/26/2014
$
188,668
$
478,123
25,000
8.2
%
4.70
6/17/2014
$
73,895
$
187,265
100,000
32.8
%
5.55
8/18/2014
$
349,037
$
884,527
(1)
The options listed in the table were granted under the Endologix 1996 Stock Options/Stock
Issuance Plan. The options have a maximum term of ten years measured from the date of grant.
Twenty-five percent (25%) of the options are exercisable upon the optionees completion of one
year of service measured from the date of grant, and the balance are exercisable in a series
of successive equal monthly installments upon the optionees completion of each additional
month of service over the next 36 months thereafter.
(2)
Based upon options granted for an aggregate of 305,000 shares to employees in 2004, including
the Named Executive Officers.
(3)
The exercise price may be paid in cash or in shares of the Companys common stock valued at
fair market value on the exercise date.
(4)
The 5% and 10% assumed annual rates of compounded stock price appreciation are mandated by
rules of the Securities and Exchange Commission. There can be no guarantee that the actual
stock price appreciation over the option term will be at the assumed 5% and 10% levels or at
any other defined level. Unless the market price of the common stock appreciates over the
option term, no value will be realized from the option grants.
Table of Contents
Shares
Acquired
Aggregate
Number of Securities
on
Value
Underlying Unexercised
Value of Unexercised In-the-
Exercise
Realized ($)
Options at Fiscal Year-End
Money Options at
Name
(#)
(1)
(#)
Fiscal Year-End ($) (2)
Exercisable
Unexercisable
Exercisable
Unexercisable
56,667
5,833
$
145,126
$
30,857
24,999
75,001
$
73,247
$
219,753
75,000
$
96,250
100,000
$
130,000
27,916
51,668
$
144,474
$
240,930
89,778
$
282,710
(1)
Based on the fair market value on the date of exercise less the exercise price payable for
such shares.
(2)
Based on the fair market value of the Companys common stock at year-end, $6.85 per share,
less the exercise price payable for such shares.
Table of Contents
base salary which reflects individual performance and expertise and is designed to
be competitive with salary levels in the industry;
variable performance awards payable in cash and tied to the Companys achievement of
certain goals; and
long-term stock-based incentive awards that strengthen the mutuality of interests
between the executive officers and the Companys stockholders.
Table of Contents
Edward M. Diethrich, M.D.
Table of Contents
Nasdaq Medical Device Manufacturers Index
Nasdaq Stick Market U.S. Index
ANNUAL DATA SERIES
Nasdaq Medical
Device
Nasdaq Stock Market
DATES
Endologix
Manufacturers
- U.S.
100.00
100.00
100.00
101.21
103.16
60.31
32.79
113.38
47.84
17.21
91.71
33.07
79.96
135.68
49.45
138.66
158.95
53.81
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December 31,
December 31,
2003
2004
$
150,360
$
874,000
$
150,360
$
874,000
(1)
Includes fees for professional services rendered for the audit of the Companys
annual financial statements, the audit of managements assessment of internal
control over financial reporting and the effectiveness of internal controls, reviews of the financial statements included in quarterly
reports on Form 10-Q and services that are normally provided by the Companys independent
registered public accounting firm
in connection with the Companys statutory and regulatory filings.
Table of Contents
Jeffrey ODonnell
Roderick de Greef
Table of Contents
Paul McCormick
President and Chief Executive Officer
Table of Contents
Annual Meeting of Stockholders May 24, 2005
1.
ELECTION OF DIRECTORS:
¨
FOR
¨
WITHHOLD AUTHORITY
all nominees listed below
(except
to vote for all nominees listed below
as marked to the contrary below)
Election of the following nominees as directors: Jeffrey F. ODonnell and Ronald H. Coelyn.
(Instructions: To withhold authority to vote for any nominee, print that nominees
name in the space provided below.)
2.
RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM:
¨
FOR
¨
AGAINST
¨
ABSTAIN
Table of Contents
Date ______________________, 2005
(Signature of stockholder)
Please sign your name exactly as it
appears hereon. Executors,
administrators, guardians, officers of
corporations and others signing in a
fiduciary capacity should state their
full titles as such.