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
Check the appropriate box:
|_| Preliminary proxy statement. |_| Confidential, for use of the
Commission only
|X| Definitive proxy statement. (as permitted by Rule 14a-6(e)(2)).
|_| Definitive additional materials.
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
TUTOGEN MEDICAL, INC.
(Name of Registrant as specified in its Charter)
None.
(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.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| 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 fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
TUTOGEN MEDICAL, INC.
1130 MCBRIDE AVENUE
WEST PATERSON, NEW JERSEY 07424
March 15, 2004
Dear Shareholder:
On behalf of the Board of Directors, I cordially invite you to attend
the 2004 Annual Meeting of the Shareholders of Tutogen Medical, Inc. (the
"Company"), which will be held at The University Club, One West 54th Street, New
York, New York 10019.
At the Annual Meeting, you will be asked (i) to elect eight (8) directors,
(ii) to ratify the appointment of Deloitte and Touche, L.L.P. as the Company's
auditors for the fiscal year ending September 30, 2004 and (iii) to transact
such other business as may properly come before the meeting or any adjournment
thereof. On the following pages you will find the Notice of the Annual Meeting
of Shareholders, and the Proxy Statement providing information concerning the
matters to be acted upon at the meeting. Of course, the Board of Directors will
be present at the Annual Meeting to answer any questions you might have.
YOUR VOTE IS IMPORTANT! The Company's Board of Directors would greatly
appreciate your attendance at the Annual Meeting. HOWEVER, WHETHER OR NOT YOU
PLAN TO ATTEND THE ANNUAL MEETING, IT IS VERY IMPORTANT THAT YOUR SHARES BE
REPRESENTED. Accordingly, please sign, date, and return the enclosed proxy card,
which will indicate your vote upon the various matters to be considered. If you
do attend the meeting and desire to vote in person, you may do so by withdrawing
your proxy at that time.
I sincerely hope you will be able to attend the Annual Meeting and I look
forward to seeing you at the 2004 Annual Meeting of Shareholders.
Very truly yours,
THOMAS W. PAUKEN
CHAIRMAN OF THE BOARD
TUTOGEN MEDICAL, INC.
1130 MCBRIDE AVENUE
WEST PATERSON, NEW JERSEY 07424
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 20, 2004
TO THE SHAREHOLDERS OF TUTOGEN MEDICAL, INC.:
NOTICE IS HEREBY GIVEN that the 2004 Annual Meeting of the Shareholders of
Tutogen Medical, Inc., a Florida corporation (the "Company") will be held at The
University Club, One West 54th Street, New York, New York 10019, 10:00 a.m.
local time, to act on the following matters:
1. To elect eight (8) directors to serve until the 2005 Annual Meeting of
Shareholders and until their respective successors shall be duly
elected and qualified;
2. To ratify the appointment of Deloitte and Touche L.L.P. as the
Company's independent auditors for the fiscal year ending September
30, 2004; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only Shareholders of record at 5:00 p.m., Eastern Standard Time, on March 8,
2004 are entitled to receive notice of, and to vote at, the Annual Meeting. EACH
SHAREHOLDER, EVEN THOUGH HE OR SHE MAY PRESENTLY INTEND TO ATTEND THE ANNUAL
MEETING, IS REQUESTED TO SIGN AND DATE THE ENCLOSED PROXY CARD AND TO RETURN IT
WITHOUT DELAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. Any shareholder present at
the Annual Meeting may withdraw his or her proxy and vote in person on each
matter brought before the Annual Meeting.
By Order of the Board of Directors
Thomas W. Pauken,
CHAIRMAN OF THE BOARD
West Paterson, New Jersey
March 15, 2004
TUTOGEN MEDICAL, INC.
1130 McBride Avenue
West Paterson, New Jersey 07424
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 20, 2004
GENERAL INFORMATION
This Proxy Statement is being furnished to the holders ("Shareholders") of
the common shares, par value $.01 per share ("Common Shares"), of Tutogen
Medical, Inc., a Florida corporation (the "Company") in connection with the
solicitation, by the Company's Board of Directors, of proxies for use at the
2004 Annual Meeting of Shareholders to be held on April 20, 2004 at 10:00 a.m.
(the "Annual Meeting") and at any adjournment thereof. The Annual Meeting will
be held at The University Club, One West 54th Street, New York, New York 10019
At the Annual Meeting, Shareholders will be asked to consider and vote on
(i) the election of eight (8) directors, and (ii) the ratification of Deloitte
and Touche, L.L.P. as the Company's auditors for the fiscal year ending
September 30, 2004. All properly executed proxies received prior to or at the
Annual Meeting will be voted in accordance with the instructions indicated
thereon, if any. If no instructions are indicated, such proxies will be voted
FOR the election of the Board of Directors' nominees for directors and FOR the
ratification of Deloitte and Touche L.L.P. as the Company's auditors.
The Board of Directors has fixed 5:00 p.m., Eastern Standard Time, on March
8, 2004 as the record date (the "Record Date") for the determination of the
Shareholders of record entitled to receive notice of, and to vote at, the Annual
Meeting or any adjournment thereof. On March 8, 2004, there were 15,690,210
issued and outstanding Common Shares of the Company, constituting the only class
of stock outstanding. The presence of a majority of the outstanding Common
Shares as of the Record Date, in person or represented by proxy, will constitute
a quorum at the Annual Meeting.
Any Shareholder may revoke his or her proxy, at any time before it is
exercised, by (i) duly executing and submitting a subsequently dated proxy, (ii)
delivering a subsequently dated written notice of revocation to the Company,
which notice is received at or before the Annual Meeting, or (iii) voting in
person at the Annual Meeting (although, mere attendance at the Annual Meeting
will not, in and of itself, constitute a revocation of the proxy). Any written
notice revoking a proxy should be sent to the Secretary of the Company at the
Company's principal executive offices, located at the address set forth above.
This Proxy Statement and the enclosed proxy card are first being sent to
Shareholders, together with the Notice of Annual Meeting, on or about March 15,
2004. SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE, AND SIGN THE ACCOMPANYING
FORM OF PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED WITH THESE
MATERIALS. No postage is necessary if the proxy is mailed in the United States
in the accompanying envelope.
PROPOSAL I
ELECTION OF DIRECTORS
In accordance with the Company's Bylaws, the Board of Directors has fixed
the number of directors of the Company ("Directors") to be elected at the Annual
Meeting at eight (8). The Company currently has eight (8) Directors, each of
whose term of office will expire at the Annual Meeting. The Board of Directors
has unanimously nominated eight (8) persons (each, a "Nominee"), all of whom are
current Directors, to stand for election at the Annual Meeting. Each Nominee has
agreed, if elected, to hold office until the 2005 Annual Meeting of Shareholders
and until his successor has been duly elected and qualified.
It is intended that the proxies received from Shareholders, unless contrary
instructions are given therein, will be voted in favor of the election of the
Nominees, named below, each of whom has consented to being named herein and have
indicated their intention to serve if elected. If any Nominee, for any reason,
should become unavailable for election, or if a vacancy should occur before the
election, it is intended that the shares represented by the proxies will be
voted for such other person, as the Company's Board of Directors shall designate
to replace such Nominee. The Board of Directors has no reason to believe that
any of the Nominees will not be available or prove unable to serve if so
elected.
NOMINEES FOR DIRECTOR
The following table sets forth the names and ages of each person nominated
for election as a Director of the Company, the positions and offices that each
Nominee has held with the Company, and the period during which each has served
in such positions and offices. Each Director serves for a term of one (1) year
and until his successor is duly elected and qualified.
TABLE OF NOMINEES
Name of Nominee Age Positions/Offices Period Served in Office/Position
--------------- --- ----------------- --------------------------------
G. Russell Cleveland 65 Director 1997 - present
Robert C. Farone 61 Director 1999 - present
J. Harold Helderman 58 Director 1997 - present
Manfred K. Kruger 57 Chief Executive Officer December 1999 - present
President July 1999 - present
Chief Operating Officer 1999 - present
Director June 1997 - present
Richard J. May 49 Director 2004 - present
Thomas W. Pauken 60 Chairman of the Board 2000 - present
Director 1999 - present
Carlton E. Turner 63 Director 2000 - present
Roy D. Crowninshield 55 Director 2003 - present
Set forth below are descriptions of the business experience during the past
five (5) years or more, and other biographical information, for the Nominees
seeking election to the Board of Directors.
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G. RUSSELL CLEVELAND is the President, Chief Executive Officer, sole
Director, and majority shareholder of Renaissance Capital Group, Inc.
("Renaissance"). He is also President, Chief Executive Officer, and a director
of Renaissance Capital Growth & Income Fund III, Inc. Mr. Cleveland is a
Chartered Financial Analyst with more than 35 years experience as a specialist
in investments for smaller capitalization companies. A graduate of the Wharton
School of Business, Mr. Cleveland has served as President of the Dallas
Association of Investment Analysts. Mr. Cleveland currently serves on the Boards
of Directors of Renaissance U.S. Growth & Income Trust PLC, Cover-All
Technologies, Inc., Digital Recorders, Inc., Integrated Security Systems, Inc.,
and BFS U.S. Special Opportunities Trust PLC (London).
ROY D. CROWNINSHIELD, PH.D. is the Chief Scientific Officer of Zimmer
Holdings, Inc. in Warsaw, Indiana ("Zimmer"). He received a Ph.D. in mechanical
engineering from the University of Vermont. He has worked in the orthopedic
industry for over 20 years and has extensive experience in the research and
development, manufacture, and clinical investigation of orthopedic implants. He
has authored more than 100 journal articles, book chapters, and published
abstracts in orthopedics and engineering. Prior to joining Zimmer, Inc. in 1983,
he was a faculty member at the University of Iowa where he led many research
projects evaluating the function of total joint implants. Mr. Crowninshield is
serving on the board as a representative of Zimmer Holdings, Inc.
ROBERT C. FARONE has been Vice President/General Manager of Samsonite
Company Stores since June 2001. Samsonite Company Stores is a chain of 202
retail luggage stores. Mr. Farone had been President of Bag'n Baggage, Ltd. from
June 1985 through February 2001. Bag'n Baggage is an 80-store retailer of
luggage and leather goods operating in eight (8) states under the trade names
Bag'n Baggage, Biagio, Houston Trunk Factory, Malm and Roberto's. Mr. Farone has
also served as a director on the board of Caribbean Marine, Inc. from June 1985
to April 2001. From September 1985 to July 1986 he served as a director on the
board of 50 Off Stores, and from August 1988 to September 1991 he served as
Chairman of the Board. 50 Off Stores was a regional chain of deep discount
stores specializing in ready to wear having 72 locations in five states.
J. HAROLD HELDERMAN, MD is Dean of Admissions and Professor of Medicine,
Microbiology and Immunology at Vanderbilt University, Nashville, Tennessee, and
is the Medical Director of the Vanderbilt Transplant Center. Dr. Helderman
received his MD from the State University of New York, Downstate Medical Center
in 1971, Summa Cum Laude. In addition to book and monograph writings, he has
authored more than 125 publications in his field of transplant medicine. Dr.
Helderman is past President of the American Society of Transplantation.
MANFRED K. KRUGER joined the Company in June 1997, serving as Chief
Operating Officer and Managing Director for International Operations. On July 1,
1999 he became the Company's President and on December 1, 1999, he became Chief
Executive Officer. Prior to joining the Company, Mr. Kruger was Executive Vice
President of Fresenius Critical Care International, a division of Fresenius
Medical Care, AG. Prior to Fresenius, Mr. Kruger held management positions with
Squibb Medical Systems and American Hospital Supply.
RICHARD J. MAY was recently named, in January 2004, as Vice President, Tax,
for Zimmer Holdings, Inc. Prior to this, Mr. May held both tax and finance
senior executive positions with Centerpulse USA Holding, Inc., formerly known as
Sulzer Medica, ("Centerpulse"), which was recently acquired by Zimmer. His
position with Centerpulse was Group Vice President Finance and Tax Counsel,
primarily responsible for the worldwide/global tax function. Mr. May has over
eighteen (18) years of experience in corporate tax, accounting and finance
roles. Prior to joining Centerpulse, he worked at Rockwell International and
Arthur Anderson & Co. He holds a bachelor's degree in accounting (suma
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cum laude) from Texas A&M University, and a Juris Doctor degree (cum laude) from
the University of Houston Law Center. He is a certified public accountant and a
member of the Texas Bar Association.
THOMAS W. PAUKEN is the current Chairman of the Board. Mr. Pauken currently
serves as the Trustee for Capital Partners II, Ltd. Liquidating Trust. He also
serves on the Board of TOR Minerals International, Inc. For six years, Mr.
Pauken served as Vice President and Corporate Counsel of Garvon, Inc., a
Dallas-based venture capital company. From 1981 to 1985, Mr. Pauken served as
Director of ACTION, an independent federal agency. He also served on the White
House legal counsel's staff during the Reagan Administration. Mr. Pauken's
military service included a tour of duty in Vietnam as a Military Intelligence
Officer. Mr. Pauken received a B.A. from Georgetown University and J.D. degree
from Southern Methodist University Law School.
CARLTON E. TURNER, PH.D., D.SC. has been the President and Chief Executive
Officer of Carrington Laboratories, Inc. ("Carrington") (NASDAQ: CARN) since
April 1995. Carrington is a research-based pharmaceutical and medical device
company in the field of wound care products. Dr. Turner has also served as the
Chief Operating Officer from November 1994 to April 1995 and as the Executive
Vice President of Scientific Affairs from January 1994 to November 1994 at
Carrington. Before that, he was the President, Chief Operating Officer and
Founder of Princeton Diagnostic Laboratories of America from 1987 to 1993. From
1981 to 1987 he was an Assistant to President Ronald Reagan with Cabinet Rank
and Director of the White House Drug Policy Office. Previously, he was a
Research Professor and Director of the Research Institute of Pharmacological
Science, University of Mississippi.
DIRECTOR MEETINGS AND COMMITTEES
During the fiscal year ended September 30, 2003 ("Fiscal Year 2003"), the
Board of Directors of the Company held a total of three (3) regular and three
(3) telephonic meetings. Each of the directors attended at least eighty percent
(80%) of the total number of meetings of the Board of Directors. It is the
Company's policy that each of our incumbent directors attends the Annual
Meetings of Shareholders, however, due to severe inclement weather conditions,
Messrs. Cleveland, Farone, Helderman, Pauken and Turner were not able to attend
the 2003 Annual Meeting of Shareholders.
The Company presently complies with the board of director independence
requirements of the American Stock Exchange (the "Exchange"), as currently in
effect and applicable to the Company. However, on December 1, 2003, the Exchange
adopted new listing standards for companies that list on the Exchange, including
a requirement that the board of directors of a small business issuer, such as
the Company, must be comprised of a majority of independent directors. However,
recognizing the challenges that small business issuers face in meeting the new
listing requirements, the Exchange has given all small business additional time,
until July 31, 2005, within which to comply with the new requirements. The
Company intends to satisfy the new director independence standards on or before
the July 31, 2005 compliance date.
AUDIT COMMITTEE
The Company has a standing Audit Committee consisting of three (3) members.
For Fiscal Year 2003, the members of the Audit Committee were Messrs. G. Russell
Cleveland, Robert C. Farone, and Carlton E. Turner. The Committee met four 4
times during Fiscal Year 2003. Each of the members of the Audit Committee is a
member of the Board of Directors, and a majority of the members of the Audit
Committee are "independent" as such term is defined in the Exchange listing
standards currently in effect and applicable to the Company. Each of the members
of the audit committee, by virtue of his past employment experience, has
considerable knowledge of financial statements, finance, and accounting.
Although no member of the Committee has a professional certification in
accounting, Messrs. Cleveland
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and Turner each has significant employment experience as a Chief Executive
Officer with financial oversight responsibilities. Mr. Turner has also served as
the Chief Operating Officer of various companies. In addition, Mr. Cleveland is
a graduate of the Wharton School of Business and has more than 35 years of
experience as a financial analyst. The Company believes both Messrs. Cleveland
and Turner qualify as "financial experts" under the Securities and Exchange
Commission regulations. The background and experience of each of the Audit
Committee members is more fully disclosed in their biographies under "Nominees
for Director".
The mission of the Company's Audit Committee is to ensure accurate and
reliable financial reporting by the Company, and to promote shareholder
confidence in the reliability of the Company's financial information. To this
end, the Audit Committee independently reviews and oversees the Company's
internal reporting process, and helps ensure that management develops and
adheres to a sound system of internal controls. The Audit Committee also is
responsible for retaining and overseeing the Company's independent auditors, and
facilitates the auditors' objective review and assessment of the Company's
financial statements and its internal reporting practices. The Audit Committee
serves as a forum, separate from management, within which the independent
auditors, among others, can candidly address issues of concern. To specify and
clarify the duties of the Audit Committee, the Company has adopted a formal
written charter. A copy of the Audit Committee's current charter is attached to
this Proxy Statement as EXHIBIT A. The Audit Committee reviews and reassesses
the adequacy of its charter on an annual basis. Based on its most recent review
of the charter, the Audit Committee has commenced drafting an amended and
restated charter that will redefine the scope of responsibilities, structure,
composition, and processes of the Audit Committee, all in compliance with the
new American Stock Exchange listing requirements relating to audit committees.
The Company intends to finalize and adopt the amended and restated Audit
Committee charter as soon as practicable and in advance of the July 31, 2005
date.
The Company's Audit Committee is in compliance with the Exchange listing
standards, as currently in effect and applicable to the Company. The new audit
committee requirements of the Exchange do not become effective with respect to
the Company until July 31, 2005. Among other things, the new audit committee
requirements will affect the composition, qualifications, and independence
standards of the members of the Company's Audit Committee, the contents of the
Committee's charter, the frequency of the Committee's meetings, the
responsibilities of the Committee with respect to the Company's auditors, the
establishment and oversight by the Committee of complaint procedures, the
authority of the Committee to retain outside advisors, the funding of the
Committee, and the oversight by the Committee of related party transactions. The
Company intends to voluntarily comply with the new audit committee standards of
the American Stock Exchange as soon as practicable and well in advance of the
July 31, 2005 compliance deadline.
In connection with its duty to ensure the independence of the Company's
auditors, and consistent with "Independence Standards Board Standard No. 1", the
Audit Committee met with the Company's independent public accountants to discuss
the auditor's independence. Based on those discussions, the Audit Committee and
the independent accountants collectively concluded that there were no
relationships between the auditor and its related entities and the Company and
its related entities, which in the auditor's professional judgment may
reasonably be thought to bear on its independence and no written disclosure of
such relationships by the auditors was warranted under such circumstances. The
Audit Committee received a confirmation letter from the Company's accountants
that, in its professional judgment, the auditor is independent of the company
within the meaning of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The Audit Committee also discussed with the independent public
accountants the plans for the audit engagement, approved the services to be
performed, determined the range of audit and non-audit fees, and reviewed the
Company's system of internal accounting and controls.
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Following the completion of the auditors' examination of the Company's
financial statements, with management present, the Audit Committee reviewed and
discussed with the independent auditors the results of the auditors' examination
of the financial statements, and the audited financial statements for the fiscal
year ended September 30, 2003 ("Fiscal Year 2003"). In addition, the Audit
Committee and management engaged in an open and frank discussion with the
auditors of such matters as the consistency of the Company's accounting policies
and their application, and the clarity, faithfulness, verifiability, neutrality
and completeness of the accounting information included in the Company's
financial statements, and all other communications required to be addressed by
generally accepted auditing standard, including those describe in "Statement on
Auditing Standards No. 61 - Communications with Audit Committees". Based on the
foregoing reviews and discussions, the Audit Committee recommended to the full
Board of Directors that the Company's audited financial statements be included
in the Company's Annual Report on Form 10-KSB for Fiscal Year 2003 and filed
with the Securities and Exchange Commission. The Audit Committee also
recommended the reappointment of the independent auditors for the Company's
fiscal year ending September 30, 2004, subject to shareholder approval, and the
Board of Directors concurred in such recommendation.
NOMINATING COMMITTEE
The Company has a standing Nominating Committee, which makes
recommendations to the full Board of Directors of the persons to be nominated
for election at the Company's Annual Meeting of Shareholders. The Nominating
Committee is presently comprised of Messrs. Thomas W. Pauken and Manfred K.
Kruger. The Nominating Committee met one (1) time during the Company's Fiscal
Year 2003.
The American Stock Exchange's revised listing standards include new
requirements for nominating committees of companies listed on the Exchange,
including a requirement that nominating committees be comprised entirely of
independent directors. While the current composition of the Company's nominating
committee does not meet the Exchange's new independence standards, the Company
is not required to be in compliance with the new nominating committee rules
until July 31, 2005. The Company's Board intends to voluntarily comply with the
new Exchange requirements well in advance of the July 31, 2005 compliance
deadline.
The Company's nominating committee does not presently have a committee
charter, or a policy regarding director candidates recommended by shareholders.
However, upon the appointment of new independent members to the nominating
committee, the committee will be directed to adopt a committee charter. The new
charter will be designed with the goals of increasing the range of candidates
under consideration for the Company's Board of Directors, increasing the
scrutiny given to a candidate's qualifications, providing shareholders with a
more complete overview of the committee's functions and the nomination and
evaluation processes, increasing security holder participation in the electoral
process, and formalizing the importance of the director nomination process
within the Company's corporate governance initiatives. Specifically, the new
nominating committee members will, among other things:
o establish a process for identifying candidates;
o establish policies and procedures by which shareholders will be able to
recommend and submit director candidates to the committee for
consideration;
o establish a process for evaluating candidates;
o establish criteria for Board membership, including minimum qualifications
and qualities and skills necessary and/or desirable for one or more of the
Company's directors to possess; and
6
o when necessary or otherwise in the best interests of shareholders, retain
and compensate third parties to assist the committee in identifying and/or
evaluating candidates.
Upon adoption of the new Nominating Committee charter, the Company currently
intends to make the charter available to security holders and the public on the
Company's website.
COMPENSATION AND STOCK OPTION COMMITTEE
The Company has a standing Compensation and Stock Option Committee (the
"Compensation Committee"), which is comprised of Messrs. Robert C. Farone and J.
Harold Helderman. Prior to his resignation from the Board of directors in March
2004, Mr. Steven E. Hanson was a member of the Company's Compensation Committee.
The Compensation Committee was formed to administer the Company's 1996 Stock
Option Plan, and for the purpose of making recommendations to the full Board of
Directors with respect to the Company's compensation policies and the
compensation of its executive officers. The Compensation Committee held two (2)
meetings during the last fiscal year. All compensation matters were recommended
to the full Board of Directors for approval.
To ensure that the compensation of the Company's chief executive officer,
and other officers of the Company, will be determined in accordance with the new
listing requirements of the American Stock Exchange, the Company intends to
voluntarily comply with the new Exchange requirements pertaining to executive
compensation in advance of the July 31, 2005 compliance date. In addition, as
part of the Company's corporate governance initiatives, the Compensation
Committee will be directed to adopt a committee charter, specifying the mission
and clarifying the responsibilities and duties of the Committee. Upon adoption
of the new Compensation committee charter, the Company currently intends to make
the charter available to security holders and the public on the Company's
website.
SHAREHOLDER COMMUNICATIONS WITH DIRECTORS
At the 2004 Annual Meeting of the Board of Directors, following the Annual
Meeting of Shareholders, the Board intends to adopt new policies and procedures
relating to shareholder communications with the Company's directors. It is
presently anticipated that this initiative will provide that shareholders and
other interested parties wishing to contact any member (or all members) of the
Board of Directors, any committee of the Board, or any chair of any such
committee may do so by mail, addressed, either by name or title, to the Board of
Directors or to any such individual directors or group or committee of
directors, and that all such correspondences should be sent to the Company's
principal office. It is also anticipated that all shareholder communications to
directors will be opened by the Office of the Corporate Secretary for the
purpose of determining whether the contents represent a message to our directors
before being forwarded to the addressee. In addition, the Corporate Secretary's
office will make, if necessary, sufficient copies of the contents to be
forwarded to each director who is a member of the group or committee to which
the communication is addressed. It is further anticipated that the new director
communications policy will exclude the forwarding to directors of certain kinds
of information, such as materials in the nature of advertising, promotions of a
product or service, and patently offensive material.
COMPENSATION OF DIRECTORS
The Company's outside Directors receive a $6,000 annual retainer, $1,500
per meeting for attendance at Board meetings, and $500 per telephonic meeting,
plus reimbursement of out-of-pocket expenses. The Chairman of the Board receives
$1,000 per month for his services as Chairman. Additionally, the Company's
Directors are eligible to participate in the Company's 1996 Stock Option Plan.
7
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The rules of the Securities and Exchange Commission require our directors,
officers, and persons who own more than 10% of a registered class of our equity
securities to file reports of ownership and changes in ownership with the
Commission. The regulations also require that such persons to furnish the
Company with copies of all such reports they file. To our knowledge, based
solely upon our review of the copies of such reports received by us during the
fiscal year ended September 30, 2003 and representations from our officers,
directors and 10% shareholders, the Company believes that each person who, at
any time during Fiscal Year 2003 was a director, officer, or beneficial owner of
more than 10% of our common stock, complied with all Section 16(a) filing
requirements during the such year.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE ELECTION OF ALL 8 NOMINEES.
----------------------
PROPOSAL II
APPROVAL AND RATIFICATION OF APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected the firm of Deloitte and Touche L.L.P.,
independent public accountants, to be the Company's auditors for the fiscal year
ending September 30, 2004, and recommends that Shareholders vote to ratify that
appointment. Although neither the law nor the governing documents of the Company
requires the submission of this matter to a Shareholder vote, in the event of a
negative vote, the Board of Directors will reconsider its selection of auditors.
Ratification of the appointment of the auditors will require that, at a meeting
where a quorum is present, the votes cast in favor of the ratification exceed
those votes cast opposing ratification. Deloitte and Touche L.L.P. is expected
to have a representative at the Annual Meeting who will be available to respond
to appropriate questions from Shareholders.
The Board of Directors recommends a vote FOR this proposal.
---------------------
EXECUTIVE OFFICERS
The executive officers of the Company ("Officers"), their ages, and
positions with the Company are set forth below:
Name Age Position(s) with Company
---- --- ------------------------
Manfred K. Kruger 57 President, Chief Executive Officer & Chief Operating Officer
George Lombardi 60 Chief Financial Officer Secretary & Treasurer
Pursuant to the Company's Bylaws, Officers are appointed annually by the
Board of Directors, at its annual meeting, to hold such office until an
Officer's successor shall have been duly appointed and qualified, unless an
Officer sooner dies, resigns or is removed by the Board. Mr. Kruger is also a
nominee for election as Director at the Annual Meeting. Mr. Kruger's business
experience and other biographical information are summarized in the forepart of
this Proxy Statement under the caption "Proposal I - Election of Directors." Mr.
Lombardi's biographical information is summarized below.
8
GEORGE LOMBARDI is the Company's Chief Financial Officer, Treasurer and
Secretary. He joined the Company in March 1998. Mr. Lombardi was the Vice
President and Chief Financial Officer of Sheffield Pharmaceuticals, Inc., a
publicly held (AMEX) development stage pharmaceutical/biotech Company. Before
that, he was the CFO and Director of Fidelity Medical, Inc. and a Senior
Financial Executive for the New Jersey and New England Operations of National
Health Laboratories, Inc. Prior to this, Mr. Lombardi held Senior Financial
positions at the Boehringer Ingelheim Pharmaceutical Company and the Revlon
Healthcare Group in New York. Mr. Lombardi is a CPA certified in the state of
New Jersey and has a degree in accounting from Fairleigh Dickinson University.
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and non-cash compensation paid to
or accrued to all persons who have served as Chief Executive Officer and other
officers or individuals whose compensation exceeded $100,000 for the Fiscal Year
2003.
COMPENSATION OF EXECUTIVE OFFICERS
Long Term
---------
Annual Compensation Compensation
------------------- ------------
Awards
------
Fiscal Securities Underlying All Other
------ --------------------- ---------
Name And Principal Position Year Salary ($) Bonus ($) Options (#) Compensation (1) ($)
--------------------------- ---- ------- ------ ------- ------------
Manfred K. Kruger 2003 352,500 179,700 37,500 76,900
President, Chief Executive 2002 282,500 68,000 50,000 58,600
Officer & Chief Operating Officer 2001 230,000 42,000 35,000 48,100
George Lombardi 2003 160,125 67,500 20,000 0
Chief Financial Officer, 2002 152,300 29,000 0 0
Secretary and Treasurer 2001 150,000 10,000 15,000 0
Dr. Karl Koschatzky 2003 107,600 32,400 45,000 28,800
Vice President of Research & 2002 91,200 18,750 15,000 17,600
Development Worldwide 2001 83,000 4,300 10,000 14,400
---------
(1) Includes primarily pension contribution and automobile compensation.
EMPLOYMENT AGREEMENTS
The Company has an employment agreement with Manfred Kruger, its President
and Chief Executive Officer. Pursuant to that agreement, the term of Mr.
Kruger's employment with the Company commenced on June 16, 1997. The agreement
is for an indefinite period and terminates upon written notice by the Company,
written notice by Mr. Kruger of his election to terminate, or the Company
terminates his employment for cause. Minimum notice of termination by the
Company, except for cause, is one year from the end of a calendar quarter. Mr.
Kruger's annual base salary is currently Euros 352,100 (approximately $436,600).
The Company provides a management incentive bonus, which is based on achieving
certain operating goals and objectives established by the board. In fiscal year
2003, Mr. Krueger achieved the maximum bonus under the plan or approximately 47%
of his salary. Mr. Krueger has a "change of control" agreement whereby he is
entitled to 12 months salary in the event his employment is terminated as a
result of a change in control of the Company.
The Company has a severance agreement with George Lombardi, its Chief Financial
Officer, Treasurer and Secretary. Pursuant to that agreement, upon written
notice of his termination at least six weeks before a calendar quarter, the
Company will provide six months salary including medical benefits
9
Mr. Lombardi's annual base salary is currently $166,500. The Company provides a
management incentive bonus, which is based on achieving certain operating goals
established by the Board. In fiscal year 2003, Mr. Lombardi achieved the maximum
under the bonus plan, approximately 41% of his salary. Mr. Lombardi has a
"change of control" agreement whereby he is entitled to 12 months salary
including medical benefits in the event he is terminated as the result of a
change of control of the Company.
MANAGEMENT BONUS INCENTIVE PLAN
The Company provides a management bonus incentive plan based on operating
goals agreed upon by the Board of Directors and individual MBO's (Management By
Objectives), both established on or about the beginning of each fiscal year. The
incentive bonus can range up to 41% of salary for key managers to 47% for the
President and CEO.
OPTION GRANTS IN FISCAL YEAR 2003
OPTION GRANTS IN FISCAL YEAR 2003
(Individual Grants)
Percent of Total
----------------
Number of Securities Options Granted To Exercise Price
-------------------- ------------------ --------------
Name Underlying Options Employees Per Share Expiration Date
---- ------------------ --------- --------- ---------------
Manfred K. Kruger 37,500 8.3% $3.27 June 17, 2013
George Lombardi 10,000 2.2% $2.63 December 9, 2012
10,000 2.2% $2.71 April 8, 2013
Dr. Karl Koschatzky 15,000 3.3% $2.63 December 9, 2012
15,000 3.3% $2.71 April 8, 2013
15,000 3.3% $3.27 June 17, 2013
The following table sets forth the value of the unexercised options at
September 30, 2003. No options were exercised during the Fiscal Year 2003. The
market price of the Company's common stock at September 30, 2003 was $5.10.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 2003
AND FISCAL YEAR-END OPTION VALUES
Value of Unexercised
--------------------
Number of Unexercised Options at In-the-Money Options at
-------------------------------- -----------------------
Name September 30, 2003 September 30, 2003
---- ------------------ ------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
Manfred K. Kruger 538,125 61,875 $ 1,021,206 $ 194,219
George Lombardi 199,250 18,750 $ 367,455 $ 51,300
Dr. Karl Koschatzky 76,668 50,000 $118,879 $150,400
401(K) PLAN
The Board of Directors of the Company approved a tax-deferred investment
plan (the "401(k) Plan") effective in 1991. All full-time employees of the
Company may elect to participate in the 401(k) Plan, once he or she has
completed six (6) months of service to the Company. Under the 401(k) Plan, a
participating employee is given an opportunity to make an elective contribution
under a salary deferral
10
savings arrangement of up to the maximum allowed by law. In addition, the
Company makes a separate matching contribution, in an amount equal to 50% of the
amount contributed by the employee. An employee of the Company may elect to
retire after attaining age 65. At that time, the total amount contributed, plus
any accumulated earnings, will be used to provide a lump sum payment to any
retiring participant in the 401(k) Plan. Participants terminating employment
prior to normal retirement date will be fully vested in their own elective
contribution. Funds accumulated from the Company's matching contributions will
vest over a six-year period. During Fiscal 2003, Mr. Lombardi participated in
the 401(k) Plan at 9% of his salary.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of March 8, 2004, by (i) each person
known to the Company to own beneficially more than 5% of its Common Stock, (ii)
each director and executive officer of the Company, and (iii) all directors,
nominees and executive officers as a group. As of March 8, 2004 there were
approximately 15,690,210 shares of Common Stock issued and outstanding.
------------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS AMOUNT AND NATURE PERCENTAGE
OF BENEFICIAL OWNER OF BENEFICIAL OWNER (1)(2) OF CLASS (3)
------------------------------------------------------------------------------------------------------------------
Capital Partners II, Ltd. Liquidating Trust (6) (9) ................ 3,624,926 23.10%
5646 Milton Street
Suite 900
Dallas, TX 75206
SPV 1996 LP. ....................................................... 1,896,794 12.09%
101 Finsbury Pavement
London, England
EC2A 1EJ
Centerpulse USA Holding Co. ........................................ 5,297,124 33.76%
Subsidiary of Zimmer Holdings, Inc.
345 East Main Street
Warsaw, IN 46580
G. Russell Cleveland (4) ........................................... 97,300 *
Roy D. Crowninshield (5) ........................................... - 0- *
Robert C. Farone (6) ............................................... 135,814 *
Dr. J. Harold Helderman (7) ........................................ 108,535 *
Dr. Karl Koschatsky (8)............................................. 76,918 *
Manfred K. Kruger (8) .............................................. 550,625 3.39%
Richard J. May (5) ................................................. - 0- *
George Lombardi (8) ................................................ 201,750 1.27%
Thomas W. Pauken (9) ............................................... 3,952,966 24.96%
Carlton E. Turner (8)............................................... 50,000 *
All directors, nominees and officers as a group (10 persons) (10) .. 10,471,032 61.67%
------------------------
* Less than 1%
(1) In accordance with Rule 13d-3 promulgated pursuant to the Exchange Act, a
person is deemed the
11
beneficial owner of the security for purposes of the rule if he or she has
or shares voting power or dispositive power with respect to such security
or has the right to acquire such ownership within sixty days. As used
herein, "voting power" is the power to vote or direct the voting of shares
and "dispositive power" is the power to dispose or direct the disposition
of shares, irrespective of any economic interest therein.
(2) Except as otherwise indicated by footnote, the persons named in the table
have sole voting and investment power with respect to all of the common
stock beneficially owned by them.
(3) In calculating the percentage ownership for a given individual or group,
the number of shares of common stock outstanding includes unissued shares
subject to options, warrants, rights or conversion privileges exercisable
within sixty days after February 29, 2004 held by such individual or group.
(4) Includes 80,000 shares of common stock issuable upon exercise of options
exercisable within sixty (60) days. Mr. Cleveland is the President and
majority shareholder of Renaissance Capital Group, Inc. His business
address is 8080 N. Central Expressway, Suite 210-LB 59, Dallas, TX 75206.
See note 4.
(5) Messrs. Crowninshield and May serve on the board as representatives of
Zimmer Holdings, Inc. They disclaim beneficial ownership of the shares
owned by Centerpulse USA Holding Co., a subsidiary of Zimmer Holdings, Inc.
(6) Includes 80,000 shares of common stock issuable upon exercise of options
exercisable within sixty (60) days. Mr. Farone is a Supervisory Trustee of
Capital Partners II, Ltd. Liquidating Trust.
(7) Includes 100,000 shares of common stock issuable upon exercise of options
and warrants exercisable within sixty (60) days.
(8) All of the shares of common stock beneficially owned by Messrs. Koschatzky,
Kruger, Lombardi, and Turner are derivative securities issuable upon
exercise of options exercisable within sixty (60) days
(9) Includes all of the shares of common stock beneficially owned by Capital
Partners II, Ltd Liquidating Trust. Mr. Pauken is the Trustee of Capital
Partners II, Ltd. Liquidating Trust and has voting rights to all of the
shares owned by the Trust. Mr. Pauken separately has beneficial ownership
in 328,040 shares of common stock. It also includes 110,000 shares of
common stock issuable upon exercise of options and warrants exercisable
within sixty (60) days.
(10) Includes shares owned by Centerpulse USA Holding Co., a subsidiary of
Zimmer Holdings, Inc.
RELATED TRANSACTIONS
The Company has an exclusive license and distribution agreement with Zimmer
Spine Inc., ("Spine"), a wholly owned subsidiary of Zimmer Holdings, Inc.,
whereby Spine has been granted the right to act as the Company's exclusive
distributor of bone tissue for spinal applications in the United States. During
the period from October 1, 2002 to April 30, 2003, the Company paid to Spine
commissions of approximately $2.9 million on revenues of approximately $6.0
million. Commencing in May 2003, product is being sold and billed directly to
Spine and spine revenues billed directly to the customer for the period of May
1, 2003 through September 30, 2003 amounted to approximately $4.8 million.
The Company has also engaged Zimmer Dental, Inc., a wholly owned subsidiary
of Zimmer Holdings, Inc., to act as an exclusive distributor for the Company's
bone tissue for dental applications in the United States and certain
international markets. For the year ended September 30, 2003, Dental received
commissions aggregating approximately $1.7 million on revenues of approximately
$3.4 million.
Centerpulse USA Holding Co., a wholly owned subsidiary of Zimmer Holdings,
Inc. is the owner of approximately 33.8% of the Company's outstanding shares of
Common Stock and has representation on the Company's board of directors.
12
VOTING SECURITIES
Under the Florida Business Corporation Act ("FBCA"), directors are elected
by a plurality of the votes cast at a meeting in which a quorum is present. In
connection with an election of directors, votes may be cast in favor of, or
withheld from, each nominee. Votes withheld from a nominee will be counted in
determining whether a quorum has been reached. However, since directors are
elected by a plurality, votes withheld from a nominee or nominees will be
excluded entirely and will not be counted as a vote cast in an election of
directors.
In connection with the proposals to ratify the Company's auditors, votes
may be cast "For" or "Against" a proposal, or a Shareholder may "Abstain" from
voting on the proposal or proposals. Under the FBCA, at a meeting where a quorum
is present, all matters submitted to Shareholders (other than an election of
directors) are approved if the vote's cast in favor of the action exceeds the
vote's cast in opposition to the matter presented (unless the Articles of
Incorporation or state law requires a greater number of votes). Accordingly,
with respect to any proposal coming before the Annual Meeting, other than the
election of Directors, all abstentions and broker non-votes will be counted as
present for purposes of determining the existence of a quorum, but since they
are neither a vote cast in favor of, or a vote cast against, a proposed action,
abstentions and broker non-votes will not be counted as a vote cast on any
matter coming before the meeting. A broker non-vote generally occurs when a
broker, who holds shares in street name for a customer, does not have authority
to vote on certain non-routine matters because its customer has not provided any
voting instructions on the matter.
Each Common Share outstanding on the Record Date entitles the record holder
thereof to cast one vote with respect to each matter to be voted upon.
DEADLINE FOR SUBMITTING SHAREHOLDER PROPOSALS
FOR THE 2005 ANNUAL MEETING
Under the applicable laws of the Securities and Exchange Commission,
Shareholder proposals may be eligible for inclusion in the Company's proxy
statement and form of proxy that are mailed to all Shareholders in advance of
the annual meeting. A Shareholder is eligible to submit a proposal for inclusion
in the Company's proxy materials, if at such time the Shareholder owns at least
1% or $2,000 in market value of the Company's Common Stock. In addition, the
Shareholder must have held such shares for at least one (1) year, and must
continue to own such shares through the date of the 2005 Annual Meeting.
Eligible Shareholders who wish to submit a proposal for inclusion in the
Company's proxy materials for the 2005 Annual Meeting of Shareholders should
submit the proposal(s), in writing, to the Office of the Secretary of the
Company at the address set forth on the first page of this Proxy Statement. All
such proposals must be received at the Office of the Secretary no later than
November 15, 2004. The proposal must be in the form required by applicable rules
of the Commission.
Alternatively, Shareholders who wish to have a proposal presented at the
2005 Annual Meeting, but are not seeking to include the proposals in the
Company's written proxy materials mailed to shareholders prior to the meeting,
should submit the proposals to the Office of the Secretary of the Company
between December 15, 2004 and January 31, 2005. There are no shareholder
eligibility requirements for Shareholders who not seeking to include their
proposals in the Company's written proxy materials. However, the proposals must
include (i) a brief description of the matter to be brought before the Annual
Meeting and the reasons therefore, (ii) the name and record address of the
Shareholder proposing the matter, (iii) the class and number of shares
beneficially owned by the Shareholder, (iv) any
13
material interest of the Shareholder, an immediate family member of the
Shareholder, or an affiliate of the Shareholder in the proposed matter; and (v)
any other information which is reasonably required in order to make the proposal
not materially misleading. If the Chairman of the 2005 Annual Meeting determines
that a matter has not been properly brought before the meeting in accordance
with the foregoing procedures, such matter will not be presented and no action
will be taken thereon at the Annual Meeting.
ANNUAL REPORT
A copy of the Company's Annual Report on Form 10-KSB containing the
financial statements and the schedules thereto, as filed with the Commission for
the fiscal year ended September 30, 2003 (without exhibits) (the "2003 Annual
Report") accompanies this proxy statement. The 2003 Annual Report is not to be
considered to be a part of the proxy solicitation materials.
SOLICITATION COSTS
The Company will bear the costs of preparing, assembling and mailing the
Proxy Statement, the proxy card, and the 2003 Annual Report in connection with
the Annual Meeting. In addition to the use of the mail to solicit proxies for
the Annual Meeting, certain employees of the Company may be utilized by the
Company to solicit Shareholders' proxies by telephone, telegraph or in person.
Such employees will not receive additional compensation for such services to the
Company. Arrangements may be made with banks, brokerage houses, and other
institutions, nominees, and fiduciaries, to forward the proxy materials to
beneficial owners and to obtain authorization from beneficial owners for the
execution of proxies. The Company will, upon request, reimburse those persons
and entities for expenses incurred in forwarding proxy materials to beneficial
owners.
OTHER MATTERS
At the time of the preparation of this Proxy Statement, the Board of
Directors of the Company had not been informed of any matters which would be
presented for action at the 2004 Annual Meeting, other than the proposals
specifically identified in the Notice of Annual Meeting of Shareholders and
described above. If any other matters are properly submitted for action at the
Annual Meeting, it is intended that the persons named in the accompanying proxy
card will vote or refrain from voting on such matters in accordance with their
best judgment, after consultation with the Board of Directors.
By Order of the Board of Directors
Thomas W. Pauken
CHAIRMAN OF THE BOARD
March 15, 2004
West Paterson, New Jersey
14
EXHIBIT A
TUTOGEN MEDICAL, INC.
AUDIT COMMITTEE CHARTER
I. ORGANIZATION
The audit committee shall be comprised of at least three directors, with
at least two being independent of the management of the corporation and are free
of any relationship that, in the opinion of the board of directors, would
interfere with their exercise of independent judgment as a committee member. All
members of the audit committee shall have a working familiarity with basic
finance and accounting practices, and at least one member of the audit committee
shall have accounting or related financial management expertise.
The board of directors shall elect the members of the audit committee
annually or until their successors shall be duly elected and qualified unless a
Chairman of the audit committee is elected by the full board of directors, the
members of the audit committee may designate a Chairman by majority vote of the
full audit committee.
II. Statement of Policy
The audit committee shall provide assistance to the corporate directors
in fulfilling their responsibility to the shareholders and investment community
relating to corporate accounting, reporting practices of the corporation and the
quality and integrity of the financial reports of the corporation. In so doing,
it is the responsibility of the audit committee to:
o Serve as an independent and objective party to monitor the
corporation's financial reporting process and internal control
system
o Review and appropriate the audit efforts of the corporation's
independent accountants and internal auditing department
o Maintain free and open means of the communication between the
directors, the independent auditors, the internal auditors and
the financial management of the corporation.
The independent auditors are accountable to the board of directors and
the audit committee. The board of directors and the audit committee shall have
ultimate authority to select, evaluate and replace independent auditors. The
audit committee is also responsible for monitoring the independence of the
independent auditors.
III. Meetings
The audit committee shall hold four regular meetings each fiscal year,
which shall be held shortly before the filing of the corporation's interim or
annual financial statements with the Securities and Exchange Commission. In
addition, the audit committee shall hold such special meetings as may be called
by the Chairman of the audit committee or at the request of the corporation's
independent accountants.
IV. Responsibilities
In carrying out its responsibilities, the audit committee believes its
policies and procedures should remain flexible, in order to react to changing
conditions and to ensure to the directors and shareholders that the corporate
acquiring and reopening practices of the corporation are in accordance with all
requirements and are of the highest quality.
In carrying out these responsibilities, the audit committee will:
INDEPENDENT AUDITORS
1. Review and recommend to the directors on an annual basis the
independent auditor to be selected to audit the financial
statements of the corporation and its subsidiaries and approve
the fees and other compensation to be paid to the independent
auditors.
2. On an annual basis, review and discuss with the independent
auditors all significant relationships the independent auditors
have with the corporation to determine the independence of such
auditors and receive a letter from the independent auditors
regarding their independence.
3. Meet with the independent auditors and financial management after
corporation to review the scope of the proposed audit far the
current year and the audit procedures to be utilized.
4. Review each opinion or report of the independent auditors and
review any comments or recommendations of the independent
auditors with respect to the audited or interim financial
statements.
5. Provide sufficient opportunity for the independent auditors to
meet with the members of the audit committee without members of
management present. Among the items to be discussed in these
meetings are the independent auditors' evaluation of the
corporation's financial,accounting, and auditing personnel, and
the cooperation that the independent auditors received during the
course of the audit.
6. Review the range and cost of audit and non-audit services
performed by the independent auditors.
7. Discuss with the independent auditors, at least annually, the
matters required by SAS 61.
FINANCIAL REPORTING PROCESS
8. Review with the independent auditors and financial and accounting
personnel, the adequacy and effectiveness of the accounting and
financial controls of the corporation.
9. Elicit recommendations from the independent auditors for the
improvement of the corporation's internal control procedures or
particular areas where new or more detailed controls or
procedures are desirable.
10. Review the corporation's audited financial statements with
management and the independent auditors, including the nature and
extent of any significant change in accounting principles or the
application of such principles, and recommend the board directors
whether the audited financial statements should be included in
the corporation's Annual Report on Form 10-K
11. Review with financial management and the independent auditors the
interim financial results prior to their public release or prior
to the filing of the Quarterly Report on Form 10-Q. The
Chairman of the audit committee may represent the entire
committee for purpose of this review.
REVIEW OF OTHER DOCUMENTS AND REPORTS
12. Review the activities, organizational structure and
qualifications of accounting and financial human resources within
the corporation.
13. Review with appropriate corporation personnel the actions taken
to ensure compliance with the corporation's Code of Conduct and
the results of confirmations and violations of such Code.
14. Review the programs and policies of the corporation designed to
ensure compliance with applicable laws and regulations and
monitoring the results of these compliance efforts.
15. Review the procedures established by the corporation that monitor
the compliance by the corporation with its loan and indenture
covenants and restrictions.
16. Review with the corporation's counsel any legal matter that could
have a significant impact on the corporation's financial
statements.
ACCOUNTABILITY TO BOARD OF DIRECTORS
17. Report through its Chairman to the board of directors following
the meetings of the audit committee
18. Maintain minutes or other records of the meeting and activities
of the audit committee all of which be submitted to the corporate
secretary to be filed with the minutes of meetings corporation's
board of direct6rs.
19. Review this Charter annually and report and make recommendations
to the board of directors regarding revisions to this Charter.
OTHER
20. Investigate any matter brought to its attention within the scope
its duties, with the power to retain outside counsel for this
purpose if in its judgment, that is appropriate.
21. Consider such other matters in relation to the financial affairs
of the corporation and its accounts, and in relation to the
external audit of the corporation as the audit committee may, in
its discretions, determine to be advisable.
22. Perform any other activities consistent with this Charter, the
corporation's by-Laws and charter documents and governing law as
the audit committee or the board of directors deems necessary or
appropriate.
23. Prepare a letter for inclusion in the annual proxy statement that
describes the committee's compositions and responsibilities, and
how they were discharged.
[LOGO] Tutogen Medical, Inc.
-------------------------------------------------------------------------------------------------------------------------------
ANNUAL MEETING PROXY CARD
-------------------------------------------------------------------------------------------------------------------------------
A ELECTION OF DIRECTORS
1. The Board of Directors recommends a vote FOR the listed nominees.
FOR WITHHOLD FOR WITHHOLD
01 - G. Russell Cleveland [ ] [ ] 05 - Manfred K. Kruger [ ] [ ]
02 - Robert C. Farone [ ] [ ] 06 - Thomas W. Pauken [ ] [ ]
03 - Richard J. May [ ] [ ] 07 - Carlton E. Turner [ ] [ ]
04 - J. Harold Helderman [ ] [ ] 08 - Roy D. Crowninshield [ ] [ ]
B ISSUES
The Board of Directors recommends a vote FOR the following proposals.
FOR AGAINST ABSTAIN
2. Ratify the appointment of Deloitte and [ ] [ ] [ ] Mark box at the right if you plan to
Touche L.L.P. as the Company's auditors attend the meeting. [ ]
for the 2004 fiscal year.
3. In their discretion, on such other business
as may properly come before the meeting.
C AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR INSTRUCTIONS TO BE EXECUTED.
NOTE: Please sign your name here exactly as it appears hereon. Joint owners should each sign. When signing as an attorney,
executor, administrator, trustee, guardian, corporate officer or other similar capacity, so indicate. If the owner is a
corporation, an authorized officer should sign for the corporation and state his title. This Proxy shall be deemed valid
for all shares held in all capacities that they are held by the signatory.
Signature 1 - Please keep signature within Signature 2 - Please keep signature within Date (mm/dd/yyyy)
the box the box
--------------------------------------------- ---------------------------------------------- ----------------------------
/ /
--------------------------------------------- ---------------------------------------------- ----------------------------
--------------------------------------------------------------------------------
PROXY - TUTOGEN MEDICAL, INC.
--------------------------------------------------------------------------------
ANNUAL MEETING OF SHAREHOLDERS APRIL 20, 2004
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder of Common Shares of Tutogen Medical, Inc., a
corporation organized under the laws of the state of Florida, does hereby
appoint Thomas W. Pauken and Manfred K. Kruger, and each of them, as due and
lawful attorneys-in-fact (each of whom shall have full power of substitution),
to represent and vote as designated below all of the Common Shares of Tutogen
Medical, Inc. that the undersigned held of record at 5:00 p.m., Eastern
Standard Time, on March 8, 2004 at the Annual Meeting of Shareholders of
Tutogen Medical, Inc. to be held at The University Club, located at One West
54th Street, New York, New York 10019 on April 20, 2004, at 10:00 a.m., local
time, or any adjournment thereof, on the following matters, and on such other
business as may properly come before the meeting:
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF ALL NOMINEES AS DIRECTORS; AND FOR THE RATIFICATION OF THE
AUDITORS.
(PLEASE SIGN, DATE, AND RETURN THIS PROXY CARD EXACTLY AS YOUR NAME
OR NAMES APPEAR ON THE REVERSE SIDE, WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING.)