UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box: |
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o Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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þ Definitive Proxy Statement |
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o Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
LECTEC CORPORATION
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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þ No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11. |
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1) Title of each class of securities to which transaction applies: |
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2) Aggregate number of securities to which transaction applies: |
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
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4) Proposed maximum aggregate value of transaction: |
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o Fee paid previously with preliminary materials. |
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o Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing. |
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1) Amount Previously Paid: |
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2) Form, Schedule or Registration Statement No.: |
LECTEC
CORPORATION
5610 Lincoln Drive
Edina, Minnesota
55436
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
The Annual Meeting of the Shareholders of LecTec Corporation, a
Minnesota corporation, will be held at The Hilton Garden Inn
Eden Prairie Hotel, 6330 Point Chase, Eden Prairie, Minnesota
55344, on Thursday, June 19, 2008, at 3:00 p.m. (CDT),
for the following purposes:
1. To elect three directors to serve on the Board of
Directors for a term of one year and until their successors are
duly elected and qualified.
2. To ratify the appointment of Lurie Besikof
Lapidus & Company, LLP as our independent registered
public accounting firm for the fiscal year ending
December 31, 2008.
3. To transact such other business as may properly come
before the meeting or any adjournment thereof.
Only shareholders of record as of the close of business on
April 28, 2008, the record date, are entitled to notice of
and to vote at the meeting.
If you cannot attend the meeting in person, you may vote your
shares by telephone or internet no later than 11:59 p.m.
(CDT) on June 18, 2008 (as directed on the enclosed proxy
card), or by completing, signing and promptly returning the
enclosed proxy card by mail. If you choose to submit your proxy
by mail, we have enclosed an envelope for your use, which is
prepaid if mailed in the United States.
By Order of the Board of Directors
William Johnson
Acting Secretary
Edina, Minnesota
May 12, 2008
PROXY
STATEMENT
TABLE OF CONTENTS
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i
PROXY
STATEMENT
2008 ANNUAL MEETING OF
SHAREHOLDERS
TO BE HELD ON JUNE 19,
2008
The enclosed proxy is solicited by the Board of Directors of
LecTec Corporation for use at the Annual Meeting of Shareholders
to be held on Thursday, June 19, 2008, at 3:00 p.m.
(CDT), at The Hilton Garden Inn Eden Prairie Hotel, 6330 Point
Chase, Eden Prairie, Minnesota 55344, or any adjournments
thereof (the “Meeting”), for the purposes set forth
herein and in the accompanying Notice of Annual Meeting of
Shareholders. Proxies will be voted in accordance with the
directions specified therein. These proxy solicitation materials
and the Annual Report on
Form 10-KSB
for the year ended December 31, 2007 are first being sent
to shareholders on or about May 12, 2008.
The Board has set April 28, 2008 as the record date for the
Meeting. Each shareholder of record at the close of business on
April 28, 2008 will be entitled to vote at the Meeting. As
of the record date, 4,290,026 shares of our common stock
were issued and outstanding and, therefore, eligible to vote at
the Meeting. Holders of our common stock are entitled to one
vote per share. Therefore, a total of 4,290,026 votes are
entitled to be cast at the Meeting. There is no cumulative
voting.
We have enclosed a proxy card for you to use to vote your
shares. In order to register your vote, complete, date and
sign the proxy card and return it in the enclosed envelope or
vote your proxy by telephone or internet in accordance with the
voting instructions on the proxy card.
If you change your mind after you vote your shares, you can
revoke your proxy at any time before it is actually voted at the
Meeting by:
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sending written notice of revocation to our acting Corporate
Secretary;
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submitting a signed proxy with a later date;
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voting by telephone or the internet on a date after your prior
telephone or internet vote; or
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attending the Meeting and withdrawing your proxy.
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If you return a signed and dated proxy card but do not indicate
how the shares are to be voted, those shares will be voted FOR
each of the items of business described in this proxy statement.
Shares voted as abstentions on any matter (or a “withhold
vote for” as to directors) will be counted for purposes of
determining the presence of a quorum at the Meeting and treated
as unvoted, although present and entitled to vote, for purposes
of determining the approval of each matter as to which a
shareholder has abstained. As a result, abstentions have the
same effect as voting against a proposal. If a broker submits a
proxy that indicates the broker does not have discretionary
authority as to certain shares to vote on one or more matters,
those shares will be counted for purposes of determining the
presence of a quorum at the meeting, but will not be considered
as present and entitled to vote with respect to such matters.
The affirmative vote of a majority of the shares of our common
stock present in person or by proxy and entitled to vote at the
Meeting is required for the election of each director and for
the ratification of the independent registered public accounting
firm (provided that the total number of shares voted for the
election of each director or for the ratification of the
independent registered public accounting firm constitutes more
than 25% of our outstanding shares).
The costs of this solicitation will be borne by us. Proxies may
be solicited by our directors, officers and regular employees,
without extra compensation, by mail, facsimile, telegram,
telephone and personal solicitation. We will request brokerage
houses and other nominees, custodians and fiduciaries to forward
soliciting material to beneficial owners of our common stock. We
may reimburse brokerage firms and other persons representing
beneficial owners for their expenses in forwarding solicitation
materials to beneficial owners.
1
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect
to the beneficial ownership of our common stock as of
March 14, 2008, by each person, or group of affiliated
persons, who is known by us to beneficially own more than 5% of
our common stock, each of our directors, each of our executive
officers named in the Summary Compensation Table below and all
of our directors and executive officers as a group.
Beneficial ownership is determined in accordance with the rules
of the Securities and Exchange Commission. In computing the
number of shares beneficially owned by a person and the
percentage ownership of that person, shares of common stock
under options held by that person that are currently exercisable
or exercisable within 60 days of March 14, 2008 are
considered outstanding. The column entitled “Number of
Shares Beneficially Owned” includes the number of shares of
common stock subject to options held by that person that are
currently exercisable or that will become exercisable within
60 days of March 14, 2008. The number of shares
subject to options that each beneficial owner has the right to
acquire within 60 days of March 14, 2008 are listed
separately under the column entitled “Number of Shares
Underlying Options Beneficially Owned.” Each shareholder
named in the table has sole voting and investment power for the
shares shown as beneficially owned by them, and such shares are
not subject to any pledge. Percentage of ownership is based on
4,290,026 shares of common stock outstanding on
March 14, 2008.
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Number of Shares
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Number of Shares
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Underlying Options
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Percent of Shares
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Name of Beneficial Owner
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Beneficially Owned
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Beneficially Owned
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Outstanding
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Larry C. Hopfenspirger(1)
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412,978
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9.6
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2025 Nicollet Ave. S., #203
Minneapolis, MN 55402
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Estate of Lee M. Berlin
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405,759
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9.5
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c/o Helen
Berlin, personal representative
4417 White Oak Drive
Janesville, WI 53546
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Judd A. Berlin
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137,145
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3.2
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C. Andrew Rollwagen
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50,000
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50,000
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1.2
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Daniel C. Sigg M.D. PhD
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50,000
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50,000
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All directors and executive officers as a group (3 persons)
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237,145
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100,000
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Includes 274,000 shares held directly by
Mr. Hopfenspirger, 25,000 shares held by
Mr. Hopfenspirger’s wife and 113,978 shares held
by 10701 Red Circle Drive, LLC, of which Mr. Hopfenspirger
is the sole beneficial owner. |
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934
requires our executive officers and directors and persons who
beneficially own more than 10% of our common stock to file
initial reports of ownership and reports of changes in ownership
with the Securities and Exchange Commission. Such executive
officers, directors, and greater than 10% beneficial owners are
required by the regulations of the Securities and Exchange
Commission to furnish us with copies of all Section 16(a)
reports they file.
Based solely on a review of the copies of such reports furnished
to us and representations from the executive officers and
directors, we believe that all Section 16(a) filing
requirements applicable to our executive officers, directors and
greater than 10% beneficial owners during 2007 have been
satisfied, except that C. Andrew Rollwagen, one of our
directors, filed a late Form 3 report on September 24,
2007.
2
PROPOSAL 1 —
ELECTION OF DIRECTORS
Our Amended and Restated By-Laws provide that the size of the
Board of Directors shall be one or more directors, with the
number of directors to be determined by the shareholders from
time to time prior to the election of directors. The Board of
Directors may increase the number of directors at any time.
Three persons have been nominated for election as directors at
the Meeting. Directors are elected to serve a one-year term and
until their successors are duly elected and qualified. Judd A.
Berlin, C. Andrew Rollwagen and Daniel C. Sigg M.D. PhD are the
current directors who have been nominated for re-election to the
Board to serve for a term of one year and until their successors
are duly elected and qualified.
A shareholder submitting a proxy may vote for all or any of the
nominees for election to the Board of Directors or may withhold
his or her vote from all or any of such nominees. If a submitted
proxy is properly signed but unmarked with respect to the
election of directors, the proxy agents named in the proxy will
vote the shares represented thereby for the election of all of
the nominees. Each of the nominees has agreed to serve as our
director if elected; however, should any nominee become
unwilling or unable to serve if elected, the proxy agents named
in the proxy will exercise their voting power in favor of such
other person as the Board of Directors may recommend.
The Board of Directors recommends a vote FOR the election of
the three nominated directors. Proxies will be voted FOR the
election of the three nominees unless otherwise specified.
The nominees for election as directors have provided the
following information about themselves:
Judd A. Berlin, 51 years old, has been a director since May
2003. Mr. Berlin was elected to the offices of Chief
Executive Officer, Chief Financial Officer, and Chairman of the
Board on November 21, 2006. Mr. Berlin is a
multinational entrepreneur and founder of Hello Corporation, an
Asian-based company operating call centers for Fortune
100 companies. Mr. Berlin has also founded companies
in Europe, the Middle East and Asia in food distribution,
broadcasting, and entertainment production. Mr. Berlin has
an MBA from St. Thomas University in St. Paul, Minnesota.
C. Andrew Rollwagen, 52 years old, has been a director
since January 2005. Mr. Rollwagen has more than
25 years experience in banking and finance. He holds a
Master of Business Administration degree from the University of
St. Thomas in Minneapolis, Minnesota and has served as Senior
Vice President and Chief Operating Officer of First State Bank
and Trust, a locally owned community bank serving the greater
St. Croix Valley area in Minnesota, since January 2007.
Mr. Rollwagen began serving as a director of First State
Bank and Trust in March 2008. Mr. Rollwagen served as Vice
President of Business Banking at First State Bank and Trust from
November 1998 to January 2007.
Daniel C. Sigg M.D. PhD, 43 years old, has been a director
since November 2006. Dr. Sigg, a Swiss national, is
currently serving as Sr. Manager in the R&D Division of
Cardiac Rhythm Disease Management at Medtronic, Inc., a leading
medical device and technology company, which he joined in 2001.
Dr. Sigg is a board-certified anesthesiologist and has
significant clinical experience. His pre-clinical expertise
includes both academic and industrial R&D. His areas of
interest and expertise include cardiovascular physiology,
biotechnology, pharmacology and local drug delivery. To date,
Dr. Sigg has published 19 peer-reviewed scientific
manuscripts, as well as numerous book chapters and abstracts,
and is inventor of five issued U.S. patents and over 20
pending U.S. patents. Dr. Sigg obtained his Medical
Degree from the University of Basel, Switzerland, and his PhD
degree in Physiology from the University of Minnesota.
Dr. Sigg speaks German, English, French, and some Italian.
3
CORPORATE
GOVERNANCE
Director
Independence
We are not a listed issuer and so are not subject to the
director independence requirements of any exchange or
inter-dealer quotation system. Nevertheless, in determining
whether our directors and director nominees are independent, we
use the definition of independence provided in
Rule 4200(a)(15) of The NASDAQ Stock Market’s
Marketplace Rules. Under this definition of independence,
directors C. Andrew Rollwagen and Dr. Daniel C. Sigg, who
comprise a majority of our Board of Directors, would be
considered independent directors. Judd A. Berlin, the third
member of our current Board of Directors would not be considered
independent because he serves as our Chief Executive Officer and
Chief Financial Officer.
Meetings
and Committees of the Board of Directors
During fiscal year 2007, the Board of Directors held 14
meetings. Each director attended at least 75% of the total
meetings of the Board of Directors and committees of the Board
on which they served during fiscal year 2007. The Board of
Directors has an Audit Committee, Compensation Committee, Board
Organization Committee and an Executive Committee, which are
described below. Each of these committees is comprised solely of
independent directors, as defined in Rule 4200(a)(15) of
The NASDAQ Stock Market’s Marketplace Rules.
The Board of Directors has an Audit Committee comprised of Judd
A. Berlin, who serves as the Committee’s Chairman, and C.
Andrew Rollwagen. The Audit Committee reviews and investigates
all matters pertaining to our accounting activities and the
relationship between us and our independent registered public
accounting firm. Due to our size, financial condition and
prospects, the Board has not sought to add a Board member who
would qualify as an “audit committee financial expert”
under the definition promulgated by the Securities and Exchange
Commission. Based on the size and complexity of our financial
statements, the Board does not believe that the absence of an
audit committee financial expert materially undermines the
ability of our Audit Committee to fulfill its obligations. The
Audit Committee held four meetings during fiscal year 2007.
The Board of Directors has a Compensation Committee comprised of
Judd A. Berlin, who serves as the Committee’s Chairman, and
C. Andrew Rollwagen. The Compensation Committee determines and
periodically evaluates the various levels and methods of
compensation for our directors, officers and employees. We have
not adopted a charter for the Compensation Committee. The
Compensation Committee did not hold any meetings during fiscal
year 2007.
The Board of Directors has a Board Organization Committee
comprised of C. Andrew Rollwagen, who serves as the
Committee’s Chairman, and Judd A. Berlin. The Board
Organization Committee identifies potential candidates for Board
membership, reviews the composition and size of the Board, and
audits LecTec’s program for senior management succession.
The Board Organization Committee did not hold any meetings
during fiscal year 2007. Based on our financial condition and
prospects and the resulting difficulty we face in attracting new
directors, the Board of Directors has not (1) adopted a
Board Organization Committee charter, (2) adopted a policy
with regard to the consideration of any director candidates
recommended by shareholders, (3) adopted specific, minimum
qualifications that must be met by director nominees, or
(4) established a process for identifying and evaluating
nominees for director.
Compensation
of Directors
The Compensation Committee reviews and makes recommendations to
the Board of Directors regarding compensation to be paid to our
non-employee directors. Our Board of Directors has established a
policy that each of our non-employee directors receives an
annual cash payment of $17,500 for annual services to LecTec, as
illustrated in the table below. This cash payment is paid in
advance in quarterly installments of $4,375 before the beginning
of each of the quarters in which services will be performed.
4
On September 20, 2007, Mr. Rollwagen and Dr. Sigg
were each awarded options to purchase 25,000 shares of our
common stock at an exercise price of $2.60 per share and options
to purchase 25,000 shares of our common stock at an
exercise price of $5.20 per share. These options were
immediately vested in full on the date of grant and will expire
on September 20, 2017. The options provide that termination
of service as a director of LecTec for any reason other than for
cause will not affect the terms of the option or cause the
option to terminate.
The following table shows the compensation of the members of our
Board of Directors during 2007.
Director
Compensation
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Fees Earned or Paid
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Stock Awards
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Option Awards
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in Cash ($)
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($)(1)
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($)(2)
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Total ($)
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Judd A. Berlin(3)
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C. Andrew Rollwagen
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17,500
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110,975
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128,475
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Daniel C. Sigg M.D. PhD
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17,500
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110,975
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128,475
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None of our directors held any shares of restricted stock as of
December 31, 2007. |
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The amounts in this column are calculated based on FAS 123R
and equal the financial statement compensation expense for stock
option awards as reported in our statements of operations for
the fiscal year ended December 31, 2007. The initial
expense is based on the fair value of the stock option grants as
estimated using the Black-Scholes option-pricing model. The
assumptions used to arrive at the Black-Scholes value are
disclosed in Note A to our financial statements included in
our 2007 Annual Report on
Form 10-KSB.
The aggregate number of stock options outstanding at
December 31, 2007 for each of our directors was 0 options
for Mr. Berlin, 50,000 options for Mr. Rollwagen and
50,000 options for Mr. Sigg. The full grant date
FAS 123R value of the option awards granted in 2007 to
Mr. Rollwagen and Mr. Sigg was $110,975 each. |
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Mr. Berlin, our Chief Executive Officer and Chief Financial
Officer, has chosen not to receive any cash or equity
compensation for his service as a director. See the discussion
of stock options surrendered by Mr. Berlin during 2007
under “Executive Compensation” below. |
Policy
Regarding Attendance at Annual Meetings
We do not have a policy regarding director attendance at the
annual meeting of shareholders. Our last annual meeting of
shareholders was held in September 2004.
Shareholder
Communication with the Board
Due to our financial condition and prospects, the Board of
Directors has not established a process for shareholders to send
communications to the Board.
Ethics
Code
We have adopted a Code of Business Ethics applicable to all our
employees and executive officers. Our Code of Business Ethics is
an incorporated part of the LecTec Employee Handbook and is
required to be read and signed-off on upon the commencement of
employment with us. A copy of our Code of Business Ethics is
available free of charge from our acting Corporate Secretary.
5
EXECUTIVE
COMPENSATION
The following table sets forth the cash and non-cash
compensation for the last two fiscal years awarded to or earned
by our Chief Executive Officer and Chief Financial Officer. No
other individual served as an executive officer of LecTec during
fiscal 2007.
Summary
Compensation Table
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Stock
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Option
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All Other
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Salary
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Bonus
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Awards
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Awards
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Compensation
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Total
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Name and Principal Position
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Year
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($)
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($)
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($)
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($)
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($)
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($)
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Judd A. Berlin
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2007
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Chief Executive Officer and
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2006
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Chief Financial Officer
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On September 20, 2007, Mr. Berlin was awarded options
to purchase 25,000 shares of our common stock at an
exercise price of $2.60 per share and options to purchase
25,000 shares of our common stock at an exercise price of
$5.20 per share. These options were immediately vested in full
on the date of grant and expire on September 20, 2017.
Subsequent to the grant of these options, Mr. Berlin
informed us that, given his existing significant equity holdings
in the company, he would surrender to LecTec for cancellation
the 50,000 options granted to him on September 20, 2007.
Mr. Berlin did not have any options or shares of restricted
stock outstanding as of December 31, 2007.
AUDIT
COMMITTEE REPORT AND PAYMENT OF FEES TO
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Audit
Committee Report
Our Audit Committee reviews our financial reporting process on
behalf of the Board of Directors. Our Board of Directors adopted
an Audit Committee charter in October 2000, which is included on
our website at www.lectec.com. In fulfilling its
responsibilities, the Audit Committee has reviewed and discussed
the audited financial statements contained in our Annual Report
on
Form 10-KSB
for the fiscal year ended December 31, 2007 with management
and our independent registered public accounting firm.
Management is responsible for the financial statements and the
reporting process, including the system of internal controls.
The independent registered public accounting firm is responsible
for expressing an opinion on the conformity of those audited
financial statements with accounting principles generally
accepted in the United States.
The Audit Committee discussed with the independent registered
public accounting firm the matters required to be discussed by
Statement on Auditing Standards No. 61, Communication with
Audit Committees, as amended. In addition, the Audit Committee
has received the written disclosures and the letter from the
independent registered public accounting firm required by
Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, and has discussed with the
independent registered public accounting firm the firm’s
independence.
Based on the reviews and discussions referred to above, the
Audit Committee recommended to the Board of Directors (and the
Board has approved) that the audited financial statements be
included in our Annual Report on
Form 10-KSB
for the fiscal year ended December 31, 2007, filed with the
Securities and Exchange Commission.
THE AUDIT COMMITTEE
Judd A. Berlin, Chairman
C. Andrew Rollwagen
6
Independent
Registered Public Accounting Firm Fees and Services
The following table sets forth information concerning fees and
services billed or expected to be billed by our independent
registered public accounting firm, Lurie Besikof
Lapidus & Company, LLP for 2007 and 2006:
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2007
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2006
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Nature of Services Provided
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Audit Fees
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$
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31,340
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$
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31,800
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Audits and quarterly reviews of our financial statements
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Audit-Related Fees
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—
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—
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Tax Fees
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7,000
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7,495
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Tax return preparation and research
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All Other Fees
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—
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—
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$
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38,340
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$
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39,295
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Because of our size, complexity, financial condition and
prospects, the Audit Committee is apprised of and pre-approves
all fees for services provided by our independent registered
public accounting firm. All fees paid to our independent
registered public accounting firm for 2007 and 2006 were
approved by our Audit Committee. The Audit Committee has
considered whether non-audit services provided by the
independent registered public accounting firm during 2007 and
2006 were compatible with maintaining the accounting firm’s
independence.
PROPOSAL 2 —
RATIFICATION OF APPOINTMENT OF
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Lurie Besikof Lapidus & Company, LLP
(“LBLCO”) began serving as our independent registered
public accounting firm in April 2004. The Audit Committee of the
Board of Directors has appointed LBLCO as our independent
registered public accounting firm for the fiscal year ending
December 31, 2008.
While we are not required to do so, LecTec is submitting the
appointment of LBLCO to serve as our independent registered
public accounting firm for the fiscal year ending
December 31, 2008 for ratification in order to ascertain
the views of our shareholders on this appointment. If the
appointment is not ratified, the Audit Committee will reconsider
its selection. Even if the appointment is ratified, the Audit
Committee, which is solely responsible for appointing and
terminating our independent registered public accounting firm,
may in its discretion, direct the appointment of a different
accounting firm at any time during the year if it determines
that such a change would be in the best interests of LecTec and
our shareholders.
Representatives of LBLCO are expected to be present at the
Meeting and will have an opportunity to make a statement if they
desire to do so. Representatives also will be available to
respond to appropriate questions from shareholders.
The Board of Directors recommends that you vote FOR
ratification of the appointment of Lurie Besikof
Lapidus & Company, LLP as our independent registered
public accounting firm for the fiscal year ending
December 31, 2008. Proxies will be voted FOR ratifying this
appointment unless otherwise specified.
SHAREHOLDER
PROPOSALS FOR THE 2009 ANNUAL MEETING
Any shareholder proposals to be considered for inclusion in our
proxy materials for the annual meeting of shareholders to be
held in 2009 must be received at our principal executive office
at 5610 Lincoln Drive, Edina, Minnesota 55436, no later than
January 12, 2009. In connection with any matter to be
proposed by a shareholder at the annual meeting to be held in
2009, but not proposed for inclusion in our proxy materials, the
proxy holders designated by us for that meeting may exercise
their discretionary voting authority with respect to that
shareholder proposal if appropriate notice of that proposal is
not received by us at our principal executive office by
March 28, 2009.
7
ANNUAL
REPORT TO SHAREHOLDERS
Our 2007 Annual Report on
Form 10-KSB
filed with the Securities and Exchange Commission, including
financial statements for the fiscal year ended December 31,
2007, accompanies this proxy statement. Shareholders who wish to
obtain additional copies of our 2007 Annual Report on
Form 10-KSB
may do so without charge by writing to Corporate Secretary,
LecTec Corporation, 5610 Lincoln Drive, Edina, Minnesota 55436.
OTHER
MATTERS
The Board of Directors does not know of any business to be
brought before the Meeting other than as specified above.
However, if any matters properly come before the Meeting, it is
the intention of the person named in the enclosed proxy to vote
such proxy in accordance with their judgment on such matters.
By Order of the Board of Directors
William Johnson
Acting Secretary
Dated: May 12, 2008
8
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Thursday, June 19, 2008
3:00 p.m. (Central Daylight Time)
The Hilton Garden Inn Eden Prairie Hotel
6330 Point Chase
Eden Prairie, MN 55344
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proxy |
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
I appoint Judd A. Berlin and C. Andrew Rollwagen, together and separately, as proxies to vote all
shares of common stock which I have power to vote at the annual meeting of shareholders to be held
on June 19, 2008 at Eden Prairie, Minnesota, and at any adjournment thereof, in accordance with
the instructions on the reverse side of this card and with the same effect as though I were present
in person and voting such shares. The proxies are authorized in their discretion to vote upon such
other business as may properly come before the meeting and they may name others to take their
place.
(continued, and to be signed and dated on reverse side)
There are three ways to vote your Proxy
Your telephone or internet vote authorizes the Named Proxies to vote your shares in
the same manner as if you marked, signed and returned your proxy card.
VOTE
BY PHONE — TOLL FREE — 1-800-560-1965 — QUICK ««« EASY «
«« IMMEDIATE
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Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week, until 11:59
p.m. (CDT) on June 18, 2008. |
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Please have your proxy card and the last four digits of your Social Security Number or Tax
Identification Number available. Follow the simple instructions the voice provides you. |
VOTE
BY INTERNET — http://www.eproxy.com/lect/ — QUICK ««« EASY «
«« IMMEDIATE
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Use the internet to vote your proxy 24 hours a day, 7 days a week until 11:59 p.m. (CDT) on
June 18, 2008. |
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Please have your proxy card and the last four digits of your Social Security Number or Tax
Identification Number available. Follow the simple instructions to obtain your records and
create an electronic ballot. |
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided.
If you vote by phone or internet, please do not mail your proxy card
ê Please detach here ê
THE DIRECTORS RECOMMEND A VOTE “FOR” ITEMS 1 AND 2.
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1.
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Election of directors:
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01 Judd A. Berlin |
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02 C. Andrew Rollwagen |
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03 Daniel C. Sigg M.D. PhD |
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o
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FOR all listed
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o
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WITHHOLD ALL |
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nominees |
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(except as marked) |
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(Instructions: To withhold authority to vote for any
individual nominee, mark “FOR all listed nominees (except as
marked)” and write the number(s) in the box provided to the
right.)
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2.
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Approval of appointment of Lurie Besikof Lapidus & Company, LLP
as our independent registered public accounting firm.
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o For
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o Against
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o Abstain |
This proxy will be voted as directed. If no direction is made, it will be voted “FOR” Items 1 and
2.
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Address Change? Mark Box o Indicate changes below:
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Date
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Signature(s) of Shareholder(s) in Box
PLEASE DATE AND SIGN exactly as name(s)
appears hereon and return promptly in the
accompanying postage paid envelope. If
shares are held by joint tenants or as
community property, both shareholders
should sign. If signing as attorney,
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 an
authorized person.
