[ ]
Preliminary Proxy Statement |
[ ]
Confidential, for Use of the |
[X]
Definitive Proxy Statement |
Commission
Only (as Permitted by Rule 14a-6(e)(2) |
[ ]
Definitive Additional Materials |
|
[ ]
Soliciting Material Pursuant to |
|
Rule
14a-11(c) or Rule 14a-12 |
ABOUT
THE ANNUAL MEETING |
|
ANNUAL
REPORT |
STOCK
OWNERSHIP |
MANAGEMENT |
MEETINGS
OF THE BOARD OF DIRECTORS |
DIRECTORS'
COMPENSATION |
EXECUTIVE
COMPENSATION |
BENEFICIAL
OWNERSHIP OF SECURITIES |
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS |
PRINCIPAL
ACCOUNTANT FEES AND SERVICES |
OTHER
BUSINESS |
PROPOSAL
ONE: ELECTION OF DIRECTORS |
PROPOSAL
TWO: RATIFACTIONOF SELECTION OF AUDITORS
|
· |
You
can vote either in person at the Annual Meeting or by proxy without
attending the Annual Meeting. We urge you to vote by proxy even if you
plan to attend the Annual Meeting; so that we will know as soon as
possible that enough votes will be present for us to hold the
meeting. |
· |
To
vote by proxy, you must fill out the enclosed proxy, date and sign it, and
return it in the enclosed postage-paid envelope. |
· |
If
you want to vote in person at the Annual Meeting, and you hold your Bovie
stock through a securities broker (that is, in street name), you must
obtain a proxy from your broker and bring that proxy to the
meeting. |
· |
That
depends upon whether the shares are registered in your name or your
broker's name ("street name"). If you do not vote your shares held in
street name, your broker can vote your shares on any of the matters
scheduled to come before the meeting. |
· |
If
you do not vote your shares held in your broker's name, or "street name",
and your broker does not vote them, the votes will be broker non votes,
which will have no effect on the vote for any matter scheduled to be
considered at the Annual Meeting. |
· |
If
you do not attend and vote your shares which are registered in your name
or if you do not otherwise fill out the proxy card and vote by proxy, your
shares will not be voted. |
· |
to
allow the election inspector appointed for our Annual Meeting to certify
the results of the vote; |
· |
as
necessary to meet applicable legal requirements, including the pursuit or
defense of a judicial action; |
· |
where
we conclude in good faith that a bona fide dispute exists as to the
authenticity of one or more proxies, ballots, or votes, or as to the
accuracy of the tabulation of such proxies, ballots, or
votes; |
· |
where
a stockholder expressly requests disclosure or has made a written comment
on a proxy; |
· |
where
contacting stockholders by us is necessary to obtain a quorum, the names
of stockholders who have or have not voted (but not how they voted) may be
disclosed to us by the election inspector appointed for the Annual
Meeting; |
· |
aggregate
vote totals may be disclosed to us from time to time and publicly
announced at the meeting of stockholders at which they are relevant; and
in the event of any solicitation of proxies with respect to any of our
securities by a person other than us of which solicitation we have actual
notice. |
Name |
Position |
Director
Since |
Andrew
Makrides |
Chairman
or the Board, President, CEO, Principal Accounting Officer and Director
|
December,
1982 |
|
||
J.
Robert Saron |
Director
and President of Aaron Medical Industries, Inc. (Bovie’s wholly-owned
subsidiary) |
August,
1994 |
George
W. Kromer, Jr. |
Director
|
October,
1995 |
Randy
Rossi |
Director |
August,
2004 |
Michael
Norman |
Director |
August,
2004 |
Brian
H. Madden |
Director |
September,
2003 |
Moshe
Citronowicz |
Executive
Vice-President |
|
Chief
Operating Officer |
-- |
Summary
Compensation Table | ||||||||
|
|
Long
Term Compensation | ||||||
|
Annual
Compensation |
Awards |
|
Payouts |
| |||
(a) |
(b) |
I |
(d) |
(e) |
(f) |
(g) |
(h) |
(i) |
Name
and Principal Position |
Year |
Salary($) |
Bonus($) |
Other
Annual Compensation-($)* |
Restricted
Stock Award(s) ($) |
Securities
Underlying Options/ SARs(#) |
LTIP
Payouts ($) |
All
Other Compensation ($) |
|
|
|
|
|
|
|
|
|
Andrew
Makrides
President,
CEO,
Chairman
of
the
Board |
2004 |
$167,320 |
3,189 |
9,921 |
-- |
25,000 |
-- |
-- |
2003 |
$158,406 |
2,967 |
9,942 |
-- |
110,000 |
-- |
| |
2002 |
$141,835 |
2,760 |
9,581 |
-- |
-- |
-- |
-- | |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
J.
Robert Saron
President
of Aaron
Medical
and
Director |
2004 |
$233,036 |
4515 |
16,533 |
-- |
25,000 |
-- |
-- |
2003 |
$219,786 |
4,200 |
15,568 |
-- |
110,000 |
-- |
-- | |
2002 |
$200,545 |
3,907 |
15,533 |
-- |
-- |
-- |
-- | |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Moshe
Citronowicz
Executive
Vice
President-
Chief
Operating
Officer |
2004 |
$170,766 |
3,318 |
15,848 |
-- |
25,000 |
-- |
-- |
2003 |
$158,637 |
3,086 |
14,345 |
-- |
110,000 |
-- |
-- | |
2002 |
$147,370 |
2,871 |
15,688 |
-- |
-- |
-- |
-- | |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Charles |
2004 |
$81,825 |
1,579 |
7,893 |
-- |
25,000 |
-- |
-- |
Peabody |
2003 |
$77,221 |
1,532 |
6,216 |
-- |
60,000 |
-- |
-- |
Chief |
2002 |
$76,227 |
1,532 |
6,051 |
- |
-- |
-- |
-- |
Financial |
|
|
|
|
|
|
|
|
Officer |
|
|
|
|
|
|
|
|
|
Individual
Grants |
Potential
Realizable
Value
at Assumed Annual Rates of Stock Price Appreciation for Option
Term | ||||
Name
(a) |
Number
of Securities
Underlying
Options Granted
(b) |
%
of Total Options
Granted
to Employees in 2004
I |
Exercise
or Base Price per Share
(d) |
Expiration
Date
(e) |
5%($)
(f) |
10%($)
(g) |
Charles
Peabody(CFO) |
25,000 |
6.76% |
2.13 |
09/23/14 |
$
33,383 |
$
87,684 |
Moshe
Citronowicz(COO) |
25,000 |
6.76% |
2.13 |
09/23/14 |
$
33,383 |
$
87,684 |
J.
Robert Saron(2) |
25,000 |
6.76% |
2.13 |
09/23/14 |
$
33,383 |
$
87,684 |
Andrew
Makrides(CEO) |
25,000 |
6.76% |
2.13 |
09/23/14 |
$
33,383 |
$
87,684 |
(1) |
Such
options were granted at 100% of fair market value on the date of grant and
become immediately exercisable as to the shares covered thereby.
|
Plan
category |
Number
of Securities
to
be issued upon
exercise
of
outstanding
options, |
Weighted-average
exercise
price of
outstanding
options,
warrants
and rights |
Number
of securities
remaining
available
for
future issuance
under
equity
compensation
plans |
Equity
compensation Plans approved by Security holders
|
|
|
|
|
|
| |
3,951,200 |
$1.12 |
27,700 | |
Total
|
3,951,200 |
1.12 |
27,700 |
(a) |
(b) |
I |
(d) |
(e) | ||
Name |
Shares
Acquired on Exercise (#) |
Value
Realized ($) |
Number
of Securities Underlying Unexercised Options/SARs at December 31, 2004
(#) |
Value
of Unexercised In-the Money Options/SARs at December 31,
2004($) | ||
|
|
|
| |||
Exercisable |
Unexercisable |
Exercisable |
Unexercisable | |||
Andrew
Makrides |
- |
- |
510,000
|
- |
$
849,150 |
- |
Alfred
Greco |
- |
- |
360,000
|
- |
615,650
|
- |
George
Kromer |
- |
- |
415,000
|
- |
690,475
|
- |
Moshe
Citronowicz |
- |
- |
465,000
|
- |
803,725
|
- |
Rob
Saron |
- |
- |
530,000
|
- |
901,200
|
- |
Brian
Madden |
- |
- |
50,000 |
- |
10,250
|
- |
Michael
Norman |
- |
- |
25,000
|
- |
10,250
|
- |
Charles
Peabody |
- |
- |
110,000
|
- |
119,400
|
- |
Randy
Rossi |
- |
- |
25,000 |
- |
10,250 |
- |
|
|
|
|
|
|
|
Total |
- |
- |
2,490,000
|
- |
$
4,010,350 |
- |
(a) |
Upon
the death of the Executive and the Executive’s estate shall be paid the
basic annual compensation due the Employee pro-rated through the date of
termination. |
(b) |
By
the Resignation of the Executive at any time upon at least thirty (30)
days prior written notice to Bovie; and Bovie shall be obligated to pay
the Employee the basic annual compensation due him pro-rated to the
effective date of termination, |
(c) |
By
Bovie, for cause if during the term of the Employment Agreement the
Employee violates the provisions of Paragraph 12 hereof, or is found
guilty in a court of law of any crime of moral
turpitude. |
(d) |
By
Bovie, without cause, with the majority approval of the Board of
Directors, at any time upon at least thirty (30) days prior written notice
to the Executive: and Bovie shall be obligated to pay the Executive
compensation currently in effect including all bonuses, accrued or
prorate, and expenses up to the date of termination. Thereafter, for the
period remaining under the contract, Bovie shall pay the Executive the
salary then in effect at the time of termination payable weekly. Employee
shall not have to account for other compensation other sources or
otherwise mitigate his damages due to such
termination. |
(e) |
If
Bovie terminates the agreement, without cause, or fails to meet its
obligations to the Executive on a timely basis, or if there is a change in
the control of Bovie, the Executive may elect to terminate his employment
agreement. Upon any such termination or breach of any of its obligations
under the Employment Agreement, Bovie shall pay the Executive a lump sum
severance equal to three times the annual salary and bonus in effect the
month preceding such termination or breach as well as any other sums which
may be due under the terms of the Employment Agreement up to the date of
termination. |
Bovie
Medical Corporation | ||||
December
31, 2004 | ||||
|
|
|
|
|
|
Contract |
Expiration |
Current |
Auto |
|
Date |
Date(1) |
Base
Pay |
Allowance |
|
|
|
|
|
Andrew
Makrides |
01/01/98 |
1/31/2009(1) |
$155,246 |
$
6,067 |
J.
Robert Saron |
01/01/98 |
1/31/2009(1) |
214,638 |
6,067 |
Moshe
Citronowicz |
01/01/98 |
1/31/2009(1) |
161,521 |
6,067 |
Charles
Peabody |
08/18/03 |
08/18/2004(2) |
77,479 |
-- |
|
Number
of Shares |
|
| |
|
Nature
of |
Percentage
of | ||
Name
and Address |
Title |
Owned
(i) |
Ownership |
Ownership(i) |
The
Frost National Bank |
Common |
1,000,000(xi) |
Beneficial |
5.6% |
FBO
Renaissance |
|
|
|
|
US
Growth Investment |
|
|
|
|
Trust
PLC. |
|
|
|
|
Trust
no. W00740100 |
|
|
|
|
|
|
|
|
|
The
Frost National Bank |
Common |
1,000,000(xi) |
Beneficial |
5.6% |
FBO,
BFS US Special |
|
|
|
|
Opportunities
Trust PLC. |
|
|
|
|
Trust
no. W00118000 |
|
|
|
|
|
|
|
|
|
Directors
and Officers |
|
|
|
|
Andrew
Makrides
734
Walt Whitman Road
Melville,
NY 11746 |
Common |
825,800(ii) |
Beneficial |
5.7% |
|
|
|
| |
|
|
|
| |
|
|
|
|
|
George
Kromer
P.O.
Box 188
Farmingville,
NY 11738 |
Common |
415,000(iii) |
Beneficial |
2.9% |
|
|
|
| |
|
|
|
|
|
|
| ||
Alfred
V. Greco
666
Fifth Avenue
New
York, NY 10103 |
Common |
381,500(iv) |
Beneficial |
2.7% |
|
|
|
| |
|
|
|
| |
|
|
|
|
|
J.
Robert Saron
7100
30th
Avenue North
St.
Petersburg, FL 33710 |
Common |
962,976(v) |
Beneficial |
6.7% |
|
|
|
| |
|
|
|
| |
|
|
|
| |
Moshe
Citronowicz
7100
30th
Avenue North
St.
Petersburg, FL 33710 |
Common |
639,591
(vi) |
Beneficial |
4.5% |
|
|
|
| |
|
|
|
| |
Brian
Madden
300
Garden City Plaza
Garden
City, NY 11530 |
Common |
75,000
(vii) |
Beneficial |
.5% |
|
|
|
| |
|
|
|
|
|
Charles
Peabody |
Common |
110,000(x) |
Beneficial |
.8% |
7100
30th
Ave |
|
|
|
|
N.
St. Petersburg, FL |
|
|
|
|
|
|
|
|
|
Mike
Norman |
Common |
25,000(ix) |
Beneficial |
.2% |
410
Jericho Tpke, |
|
|
|
|
Jericho,
NY |
|
|
|
|
|
|
|
|
|
Randy
Rossi |
Common |
25,000(ix) |
Beneficial |
.2% |
19
Bubbling Brook Rd., |
|
|
|
|
Walpole,
Mass |
|
|
|
|
|
|
|
|
|
Officers
and Directors as a group(9) |
|
3,449,867(viii) |
|
20% |
|
|
2004 |
|
2003 |
| ||
Audit
Fees (1) |
|
$ |
133,442 |
|
$ |
110,669 |
|
|
|
|
|
|
|
|
|
Non-Audit
Fees: |
|
|
|
|
|
|
|
Audit
Related Fees(2) |
|
|
--
|
|
|
-- |
|
Tax
Fees(3) |
|
|
5,000 |
|
|
5,000 |
|
All
other Fees(4) |
|
|
-- |
|
|
-- |
|
Total
Fees paid to Auditor |
|
$ |
138,442
|
|
$ |
115,669 |
|
ANDREW
MAKRIDES |
J.
ROBERT SARON |
RANDY
ROSSI |
MICHAEL
NORMAN |
GEORGE
W. KROMER, JR. |
BRIAN
H. MADDEN |
FOR
[ ] |
AGAINST
[ ] |
EACH
NOMINEE LISTED: | |
Andrew
Makrides | |
J.
Robert Saron | |
Randy
Rossi | |
Michael
Norman | |
George
W. Kromer, Jr. | |
Brian
Madden |
Dated:_________________________,
2005 |
-------------------------- |
(Please
Print Name) |
------------------------- |
(Signature
of Stockholder) (Title, if applicable) |
--------------------------- |
(Please
Print Name) |
------------------------------- |
(Signature
of Stockholder) (Title, if applicable) |