SCHEDULE 14A
(RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e) (2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
Hemagen Diagnostics, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and
0-11.
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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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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
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statement number, or the Form or Schedule and the date of this filing.
1. Amount Previously Paid:
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2. Form, Schedule or Registration Statement No.:
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4. Date Filed:
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1
HEMAGEN DIAGNOSTICS, INC.
9033 RED BRANCH ROAD
COLUMBIA, MARYLAND 21045
NOTICE OF ANNUAL MEETING
AND PROXY STATEMENT
January 20, 2004
To our Stockholders:
Our Annual Meeting of Shareholders will be held at 10:00 a.m. on Wednesday,
February 25, 2004, at Hemagen's corporate office located at 9033 Red Branch
Road, Columbia, MD 21045. After the meeting, there will be a brief tour of the
facility which we hope you will find informative. We hope you will attend.
At the Annual Meeting you will be asked to elect one Director of Hemagen and
ratify the appointment of Grant Thornton LLP as our Independent Public
Accountants for fiscal 2004.
We want your shares to be represented at the Annual Meeting. I urge you to
complete, sign, date and return the enclosed proxy card promptly.
Sincerely,
William P. Hales
Director, President & CEO
2
HEMAGEN DIAGNOSTICS, INC.
9033 RED BRANCH ROAD
COLUMBIA, MARYLAND 21045
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TIME:
10:00 a.m., Eastern Time
DATE:
February 25, 2004
PLACE:
9033 Red Branch Road
Columbia, MD 21045
PURPOSE:
. Elect one Director.
. Ratify the appointment of Grant Thornton LLP as Independent
Public Accountants for fiscal 2004.
. To act upon such other matters as may properly come before the
meeting or any adjournments or postponements thereof.
Only shareholders of record on January 2, 2004 are entitled to vote at
this meeting. The approximate mailing date of this Proxy Statement and
accompanying Proxy Card is January 20, 2004.
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE, AND RETURN YOUR
PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
Deborah F. Ricci
Secretary
January 20, 2004
3
TABLE OF CONTENTS PAGE
GENERAL INFORMATION......................................................5
ELECTION OF DIRECTORS....................................................5
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT PUBLIC
ACCOUNTANTS..............................................................8
BOARD COMMITTEES.........................................................8
REPORT OF THE AUDIT COMMITTEE............................................9
DIRECTOR COMPENSATION...................................................10
CORPORATE GOVERNANCE....................................................10
PRINCIPAL SHAREHOLDER...................................................11
DIRECTORS AND EXECUTIVE OFFICERS........................................12
SUMMARY COMPENSATION TABLE..............................................13
OPTION GRANTS IN LAST FISCAL YEAR.......................................13
FISCAL 2003 OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES..........13
SECTION 16 BENEFICIAL OWNER REPORTING COMPLIANCE........................14
SHAREHOLDER PROPOSALS FOR NEXT YEAR.....................................14
OTHER MATTERS...........................................................14
QUESTIONS...............................................................14
4
GENERAL INFORMATION
WHO MAY VOTE
Shareholders of Hemagen, as recorded in our stock register on January 2, 2004,
may vote at the meeting. As of that date, Hemagen had 10,104,855 shares of
Common Stock outstanding.
HOW TO VOTE
You may vote in person at the meeting or by proxy. We recommend you vote by
proxy even if you plan to attend the meeting. You can always change your vote at
the meeting.
HOW PROXIES WORK
Hemagen's Board of Directors is asking for your proxy. Giving us your proxy
means that you are authorizing us to vote your shares at the meeting as you
direct. You may vote for one, or none of our Director candidate(s). You may also
vote FOR or AGAINST the other proposal or ABSTAIN from voting.
If you sign and return the enclosed proxy card without specifying how to vote,
we will vote your shares in favor of our Director candidate.
If you hold shares through a stockbroker or other party, you may receive
materials from them asking how you want them to vote your shares. You may
receive more than one proxy card depending on how your shares are held. Shares
registered in your name will be covered by one card.
If any other matters come before the meeting or any adjournment, each proxy will
be voted in the discretion of the individuals named as proxies on the card.
REVOKING A PROXY
You may revoke a proxy before it is voted by submitting a new proxy with a later
date, by voting in person at the meeting or by notifying Hemagen's Secretary in
writing at the address under "Questions" on page 14.
QUORUM
In order to carry on the business of the meeting, we must have a quorum. This
means that at least a majority of the outstanding shares eligible to vote must
be represented at the meeting, either by proxy or in person.
VOTES NEEDED
The Director candidate receiving the most votes will be elected to fill the seat
on the Board. Ratification of Grant Thornton LLP as our independent public
accountants for fiscal year 2004 requires the favorable vote of a majority of
votes cast. Only votes for or against a proposal count. Abstentions and broker
non-votes count for quorum purposes but not for voting purposes. Broker
non-votes occur when a broker returns a proxy card but does not have authority
to vote on a particular proposal.
OTHER MATTERS
Any other matters considered at the meeting, including adjournment, will require
the affirmative vote of a majority of shares voting.
ELECTION OF DIRECTORS
(ITEM 1 ON THE PROXY CARD)
The Board of Directors has nominated and recommends that you vote for the
election of Edward T. Lutz as a Director of the Company. The Board of Directors
oversees
5
the management of Hemagen on your behalf. The Board reviews Hemagen's
long-term strategic plans and exercises direct decision-making authority in key
areas, such as choosing the executive officers, setting the scope of their
authority to manage Hemagen's business day to day, and evaluating management's
performance.
Hemagen's Bylaws provide that the Board of Directors consists of three classes
of Directors. Each class is elected for a three-year term with one class being
elected each year.
The Board has nominated for election for a term expiring at the Annual Meeting
in 2007, Edward T. Lutz. The terms of Howard F. Curd and William P. Hales expire
in 2005 and those of Dr. Alan S. Cohen and Richard W. Edwards expire in 2006.
The election of Directors is determined by a plurality of votes cast. Cumulative
voting is not provided for in the election of Directors of Hemagen.
If a Director nominee becomes unavailable before the election, your proxy card
authorizes us to vote for a replacement nominee if the Board names one.
Board meetings last year: 5
Actions Taken in writing last year: 0
Hemagen's Directors and nominee are:
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Dr. Alan S. Cohen Dr. Cohen has served as a Director of Hemagen since its inception. Dr. Cohen
Director since 1993 has been a Professor of Medicine at Boston University School of Medicine since
Term expires 2006 1968 and a Professor of Pharmacology since 1974. Dr. Cohen is Editor-in-Chief
Age: 77 of the International Journal of Amyloid. Dr. Cohen served as the Director of
the Arthritis Center of Boston University from 1976 to 1994. From 1973 to
1992, Dr. Cohen served as Chief of Medicine of Boston City Hospital. Dr. Cohen
is a past president of the American College of Rheumatology. Dr. Cohen
received his Bachelor of Arts degree from Harvard College and his M.D. degree
from the Boston University School of Medicine.
Howard F. Curd Mr. Curd is founder and managing member of Five Points Partners, LLC, Five
Director since 2001 Points Partners is a boutique merchant bank that undertakes private equity
Term expires 2005 investments on its own and its investors' behalf. Prior to founding Five
Age: 39 Points, Mr. Curd was Vice Chairman and Director of Capital Markets for Jesup &
Lamont Securities Corporation, a diversified financial holding company. From
January 1992 to February 2002, Mr. Curd was President and CEO of Jesup and
Lamont Group Holdings, Inc. a diversified financial holding company. Mr. Curd
has a BS in Finance from Fairfield University, Fairfield CT.
6
Richard W. Edwards Mr. Edwards is a Senior Vice President and the Chief Accounting Officer of
Director since 2003 National Commerce Financial Corporation, a publicly traded bank holding
Term expires 2006 company, since July 2002. Prior to joining National Commerce Financial
Age: 44 Corporation, Mr. Edwards was the Chief Financial Officer of New South
Bancshares, Inc. from January 2001 to July 2002. He spent eight years in
various senior financial roles with Bank of America prior to January 2001 and
eight years in public accounting with Ernst & Young prior to that. Mr. Edwards
earned a B.S. degree in accounting from the University of Illinois and is a
member of the AICPA and FEI.
William P. Hales William P. Hales has been a Director of Hemagen and its President since
Director since 1999 October 1, 1999. Mr. Hales is currently Hemagen's President and CEO. Prior to
Term expires 2005 January 2001, Mr. Hales was an Investment Banker and Advisor with Jesup &
Age: 41 Lamont Securities Corporation, an investment banking and brokerage firm. Prior
to that, Mr. Hales spent six years in public accounting with Ernst & Young and
Coopers & Lybrand advising clients on both audit and management consulting
engagements.
Edward T. Lutz Mr. Lutz has been the President & CEO of Lutz Advisors, Inc. since 2001. Prior
Nominee for Director to that Mr. Lutz was with Tucker Anthony Sutro Capital Markets within the
Age: 57 Investment Banking Group focusing on the bank and thrift industry. He has over
thirty-five years experience in bank regulation, mergers and acquisitions of
troubled financial institutions, strategic planning and structuring financial
transactions. Over the last 13 years he has specialized in investment banking
and consulting to bank and thrift institutions. Mr. Lutz is a member of the
board of directors of Union State Bank (NYSE), Orangeburg, NY. Mr. Lutz is the
Chairman of the Audit Committee of Union State Bank. Mr. Lutz earned his B.A.
in Economics from Hofstra University and his M.B.A in Finance from American
University.
7
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
(ITEM 2 ON PROXY CARD)
THE BOARD OF DIRECTORS RECOMMENDS THE RATIFICATION OF GRANT THORNTON LLP AS
INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL 2004.
The Audit Committee of the Board of Directors has selected Grant Thornton LLP as
Hemagen's independent public accountants in fiscal 2004 and has directed
management to submit the selection of Grant Thornton LLP for ratification by the
shareholders at the Annual Meeting. The affirmative vote of a majority of shares
voting at the meeting is required for ratification. Shareholder ratification of
Grant Thornton LLP as the Company's independent accountants is not required by
the Company's Bylaws or otherwise. However, the Board of Directors is submitting
the selection of Grant Thornton LLP to the shareholders for ratification as a
matter of good corporate practice. If the shareholders fail to ratify the
selection, the Audit Committee intends to continue the employment of Grant
Thornton LLP at least through fiscal 2004, but in its discretion may direct the
appointment of a different independent accounting firm at any time during the
year if it determines that such a change would be in the best interests of the
Company or its shareholders.
Representatives of Grant Thornton are expected to be present at the Annual
Meeting and will be given an opportunity to make a statement, if they so desire,
and to respond to appropriate questions that may be asked by shareholders.
PRINCIPAL ACCOUNTING FIRM FEES:
Aggregate fees billed to Hemagen in fiscal 2003 by its principal accounting
firm, Grant Thornton LLP were:
Audit fees and SAS 100
quarterly review related fees $76,217
Audit related fees $ 0
Fees related to
tax services $10,870(a)
All other fees $0
-------
$87,087
=======
(a) The Audit Committee believes the provision of these services is compatible
with maintaining the principal accountant's independence.
BOARD COMMITTEES
The Board appoints committees to help carry out its duties. In particular, Board
committees work on key issues in greater detail than would be possible at full
Board meetings. Each committee reviews the results of its meetings with the full
Board.
THE AUDIT COMMITTEE is responsible for assisting the Board of Directors in its
general oversight of Hemagen's financial reporting, internal controls and audit
function. It is also responsible for the appointment of independent accountants
and reviews the relationship between Hemagen and its outside accountants.
Meetings last year: 4
8
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board of Directors is composed of Richard W. Edwards
(Co-Chairman), Howard F. Curd (Co-Chairman), Dr. Alan S. Cohen, and William P.
Hales. Dr. Cohen, Mr. Curd and Mr. Edwards meet standards for independence
provided under the Sarbanes-Oxley Act of 2002. All members meet standards of
financial literacy.
In June 2000, the Board of Directors adopted the Audit Committee Charter, which
was attached to the 2001 Proxy Statement as Appendix II. The Charter outlines
the activities and responsibilities of the Committee.
The Committee has obtained from the independent auditors a formal written
statement describing all relationships between the auditors and Hemagen that
might bear on the auditors' independence consistent with Independence Standards
Board Standard No. 1, discussed with the auditors any relationships that may
impact their objectivity and independence and satisfied itself as to the
auditors' independence.
In discharging its oversight responsibility as to the audit process, the
Committee reviewed and discussed with management Hemagen's audited financial
statements included in Hemagen's Annual Report on Form 10-KSB for the year ended
September 30, 2003. The Committee recommended to the Board of Directors that
those audited financial statements be included in Hemagen's Annual Report on
Form 10-KSB for filing with the SEC.
In addition, the Committee has discussed with the independent auditors the
matters required to be discussed by Statement on Auditing Standards (SAS) No.
61.
Respectfully submitted,
The Audit Committee
Richard W. Edwards (Co-Chairman)
Howard F. Curd (Co-Chairman)
Dr. Alan S. Cohen
William P. Hales
THE COMPENSATION COMMITTEE is responsible for establishing compensation for
management and administering Hemagen's stock option plans. The Compensation
Committee of the Board of Directors is composed of Dr. Alan S. Cohen (Chairman),
Howard F. Curd, Richard W. Edwards and William P. Hales.
The Compensation Committee of the Board of Directors held no meetings in fiscal
2003.
THE NOMINATING COMMITTEE is responsible for reviewing potential new candidates
for the Board. The Nominating committee does not have a charter and does not
have a written policy with regard to the consideration of candidates recommended
by stockholders. In practice, the committee evaluates and considers all
candidates recommended by the directors, officers and shareholders. The
Nominating Committee of the Board of Directors is composed of William P. Hales
(Chairman), Dr. Alan S. Cohen, Howard F. Curd and Richard W. Edwards. Dr. Alan
S. Cohen, Howard F. Curd and Richard W. Edwards meet standards for independence
as defined by NASD. During the year, the nominating committee nominated Edward
T. Lutz to the Board of Directors. This nomination was recommended by William
P. Hales, (Chairman) and approved by Directors Alan S. Cohen, James R. LeRoy
and Richard T. Edwards. Howard F. Curd abstained from nominating Edward T. Lutz.
Meetings last year: 0
9
The Board of Directors met five times in fiscal 2003. Of these five meetings,
one meeting was held at the Company's offices in Columbia, Maryland and the
other meetings were held via telephone conference. The Audit Committee met
separately. All Directors attended all meetings of the Board of Directors and
the Committees of which they are members. Mr. Cohen attended all meetings of the
Board of Directors by telephone.
All Directors attended the Annual Shareholder's meeting held on February 26,
2003. Mr. Cohen attended the meeting by telephone while the other directors were
present.
DIRECTOR COMPENSATION
Non-employee Directors are paid $3,500 per quarter. Such compensation is paid
as follows; $2,000 of the compensation per quarter is invested in a Rule
10(b)5-1 Stock Purchase Plan in order to purchase Company common stock on the
open market and the remaining $1,500 per quarter is paid in cash. Non-Employee
Directors of the Company are granted an option to purchase 10,000 shares of the
Company's common stock at the election of their three-year term. The options
are issued pursuant to the 2000 Directors Stock Option Plan, have an exercise
price equal to the fair market value of the underlying shares on the date of
the grant, and expire ten years from the date of the grant.
In addition, Non-Employee Directors that serve on a committee or committees of
the Board of Directors are granted an option to purchase 5,000 shares of the
Company's common stock at the annual appointment of their position. The options
are issued pursuant to the 2000 Directors Stock Option Plan, have an exercise
price equal to the fair market value of the underlying shares on the date of the
grant, and expire ten years from the date of the grant.
CORPORATE GOVERNANCE
The Board of Directors adopted a Code of Ethics Policy and Insider Trading
Policy effective December 8, 2003. These policies were included in the Company's
Form 10-KSB for the year ended September 30, 2003 as Exhibits 14.0 and 14.1,
respectively.
10
PRINCIPAL SHAREHOLDER
The following are the only shareholders known by Hemagen to beneficially own
more than 5% of its outstanding Common Stock as of January 2, 2004:
Amount and Nature of
--------------------
Name of Beneficial Owner Beneficial Ownership Percent of Class
------------------------ -------------------- ----------------
William P. Hales 1,662,207 (1) 14.7%
The Business address of Mr. Hales is 9033 Red Branch Road, Columbia, MD 21045.
(1) Share holdings above include: 967,007 options exercisable within 60 days
and senior subordinated secured convertible notes convertible into
265,000 shares within 60 days.
11
DIRECTORS AND EXECUTIVE OFFICERS
This table lists the Common Stock owned on January 2, 2004 by Hemagen's
executive officers, Directors and nominee:
Common Stock
Beneficially Owned
Name Position Amount Percentage
---- -------- ------ ----------
William P. Hales Director, President and Chief
41 Executive Officer 1,662,207(1) 14.7%
Dr. Alan S. Cohen Director 232,092(2) 2.3%
77
Howard F. Curd Director 259,729(3) 2.5%
39
Richard W. Edwards Director 33,373(4) 0.3%
44
Edward T. Lutz Director Nominee 16,937 0.2%
Deborah F. Ricci (6) Chief Financial Officer 132,000(5) 1.3%
39 and Corporate Secretary
All Directors and Executive _________ _____
Officers as a Group (5 Persons) 2,338,338 19.9%
(1) See "Principal Shareholder".
(2) Includes options to purchase 30,000 shares exercisable within
60 days.
(3) Includes senior subordinated secured convertible notes
convertible into 200,000 shares within 60 days and options to
purchase 20,000 shares exercisable within 60 days.
(4) Includes options to purchase 15,000 shares exercisable within
60 days.
(5) Represents options to purchase shares exercisable within 60
days.
(6) Ms. Ricci was appointed Chief Financial Officer of Hemagen in
2000. Prior to her appointment, Ms. Ricci served as Vice
President of Finance and Administration for Schonstedt
Instrument Company from 1997.
12
SUMMARY COMPENSATION TABLE
The following sets forth compensation paid, earned or awarded to the CEO and the
other most highly paid executive officers during the last three fiscal years
ended September 30:
Long-Term
Compensation
Annual Compensation Awards
---------------------------------------------------------------------------
Securities
Other Annual Underlying
Year Salary Bonus Compensation Options
---------------------------------------------------------------------------
William P. Hales 2003 $165,000 $0 $43,491(1) --
President and Chief Executive 2002 $165,000 $0 $34,285(2) 100,000
Officer 2001 $150,000 $0 $20,395(2) 1,000
Deborah F. Ricci 2003 $128,000 $0 $9,115(3) --
Chief Financial Officer 2002 $128,000 $0 $9,115(3) 50,000
and Corporate Secretary 2001 $90,000 $4,000 $8,700(3) 32,000
(1) Represents the provision of a company apartment, car and
contributions in the Company's 401(k) plan.
(2) Reflects provision of a company apartment and of a leased car.
(3) Represents an automobile allowance and contributions in the
Company's 401(k) plan.
OPTION GRANTS IN LAST FISCAL YEAR
Number of
Securities % of Total Options
Underlying Options Granted to Employees Exercise Price Expiration
Name Granted in Fiscal 2002 ($/Per Share) Date
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None
FISCAL 2003 OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
Number of
Securities
Underlying Value of Unexercised
Unexercised Options In-the-Money Options
at FY-End at FY-End
-------------------------- --------------------------
Shares Acquired Value
Name on Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
---------------------- ----------------- ---------- -------------------------- --------------------------
William P.Hales 0 -- 967,007/0 0/0
Deborah F. Ricci 0 -- 132,000/0 0/0
13
SECTION 16 BENEFICIAL OWNER REPORTING COMPLIANCE
Section 16 of the Securities Exchange Act of 1934 requires Hemagen's executive
officers, Directors and persons who own more than 10% of a registered class of
Hemagen's equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Based on a review of
reports received by it, and upon written representations from the reporting
persons, Hemagen believes that during the last fiscal year, all of its executive
officers, Directors and 10% stockholders complied with Section 16 reporting.
SHAREHOLDER PROPOSALS FOR NEXT YEAR
The deadline for shareholder proposals to be included in the Proxy
Statement for next year's meeting is September 27, 2004. Such proposals should
be delivered to the Company at 9033 Red Branch Road, Columbia, Maryland 21045,
Attn: Corporate Secretary.
The form of Proxy for this meeting grants authority to the designated
proxies to vote in their discretion on any matters that come before the meeting
except those set forth in the Company's Proxy Statement and except for matters
as to which adequate notice is received. In order for a notice to be deemed
adequate for the 2005 Annual Shareholders' Meeting, it must be received prior to
December 10, 2004. If there is a change in the anticipated date of next year's
annual meeting or these deadlines by more than 30 days, we will notify you of
this change through our Form 10-Q filings.
OTHER MATTERS
The Board of Directors knows of no other matters to be presented for shareholder
action at the Annual Meeting. However, if other matters do properly come before
the Annual Meeting or any adjournment or postponement thereof, the Board of
Directors intends that the persons named in the proxies will vote upon such
matters in accordance with their best judgment.
QUESTIONS
If you have questions or need more information about the annual
meeting, write to:
Deborah F. Ricci, Secretary
Hemagen Diagnostics, Inc.
9033 Red Branch Road
Columbia, Maryland 21045
or call us at (443) 367-5500
By Order of the Board of Directors,
Deborah F. Ricci, Secretary
14
HEMAGEN DIAGNOSTICS, INC.
PROXY The undersigned hereby appoints DEBORAH F. RICCI and WILLIAM P. HALES, or either of them, proxies of the undersigned,
FOR each with the power of substitution, to vote all shares of Common Stock which the undersigned would be entitled
ANNUAL to vote on the matters specified below and in their discretion with respect to such other business as may
MEETING properly come before the Annual Meeting of Shareholders of Hemagen Diagnostics, Inc. to be held at 10:00 a.m. on
February 25, 2004 at 9033 Red Branch Road, Columbia, Maryland 21045 or any postponement or adjournment of such
Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSAL:
1. Authority to elect as Director the nominee listed below:
FOR _______ WITHHOLD AUTHORITY _______
EDWARD T. LUTZ
2. Ratification of the appointment of Grant Thornton LLP as Independet Public Accountants for fiscal 2004.
FOR _______ AGAINST _______ ABSTAIN________
THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS
UNLESS A CONTRARY CHOICE IS SPECIFIED.
(THIS PROXY IS CONTINUED AND IS TO BE SIGNED ON THE REVERSE SIDE)
Date
------------------------------------
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-----------------------------------------
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Important: Please sign exactly as name appears hereon indicating, where proper,
official position or representative capacity. (In the case of joint holders, all
should sign.)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS