UNITED STATES
SECURITES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 (Amendment No. ____)
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TUTOGEN MEDICAL, INC.
(Name of Registrant as specified in its Charter)
None.
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
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TUTOGEN MEDICAL, INC.
1130 MCBRIDE AVENUE
WEST PATERSON, NEW JERSEY 07424
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 20, 2004
SUPPLEMENTAL INFORMATION
Dear Tutogen Shareholder:
You should have previously received a Proxy Statement and Annual Report
for the upcoming 2004 Annual Meeting of Shareholders, which will be held on
April 20, 2004 at 10:00 a.m., at The University Club, One West 54th Street, New
York, New York 10019 (the "Annual Meeting").
At the Annual Meeting, Shareholders will be asked to consider and vote
upon (i) the election of eight (8) directors, and (ii) the ratification of
Deloitte and Touche, L.L.P. ("Deloitte") as the Company's auditors for the
fiscal year ending September 30, 2004. In connection with the proposal to ratify
the Company's auditors, the following additional information is provided in this
Supplement for your consideration.
FEES BILLED FOR AUDIT AND NON-AUDIT SERVICES
The following table represents the aggregate fees billed for professional
audit services rendered to the Company by Deloitte for the audit of the
Company's annual financial statements for the years ended September 30, 2002 and
2003, and all fees billed for other services rendered by Deloitte during those
periods.
Year Ended September 30 2003 2002
----------------------- ---- ----
Audit Fees (1) $ 126,873 $ 99,022
Audit-Related Fees (2) -- --
Tax Fees (3) 4,134 3,468
All Other Fees (4) 16,212 1,745
--------- --------
Total Accounting Fees and Services $ 147,219 $104,235
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(1) AUDIT FEES. These are fees for professional services for the audit of
the Company's annual financial statements, and for the review of the
financial statements included in the Company's filings on Form 10-QSB,
and for services that are normally provided in connection with
statutory and regulatory filings or engagements.
(2) AUDIT-RELATED FEES. These are fees for the assurance and related
services reasonably related to the performance of the audit or the
review of the Company's financial statements.
(3) TAX FEES. These are fees for professional services with respect to tax
compliance, tax advice, and tax planning.
(4) ALL OTHER FEES. These are fees for permissible work that does not fall
within any of the other fee categories, i.e., Audit Fees, Audit-Related
Fees, or Tax Fees.
PRE-APPROVAL POLICY FOR AUDIT AND NON-AUDIT SERVICES
The Company's Audit Committee has responsibility for the approval of all
audit and non-audit services before the Company engages an accountant. All of
the services rendered to the Company by Deloitte for the fiscal years ended
September 30, 2003 and 2002 were pre-approved by the Audit Committee before the
engagement of the auditors for such services.
The Company and the Audit Committee are working with the Company's legal
counsel to establish formal pre-approval policies and procedures for all future
engagements of the Company's accountants. In accordance with the rules and
regulations of the U.S. Securities and Exchange Commission relating to the
independence of auditors, the Company's new pre-approval policies and procedures
will be detailed as to particular services, will require that the Audit
Committee be informed of each service, and will prohibit the delegation of any
pre-approval responsibilities to the Company's management.
The Company's pre-approval policy will expressly provide for the annual
pre-approval of all audit, audit-related and all non-audit services proposed to
be rendered by the independent auditor for the fiscal year, as specifically
described in the auditor's engagement letter, such annual pre-approval to be
performed by the Audit Committee. The new policy will also provide that all
additional engagements of the auditor that were not approved in the annual
pre-approval process, and all engagements that are anticipated to exceed
previously approved thresholds, shall be presented by the President or Chief
Financial Officer of the Company to the Audit Committee for pre-approval, on a
case-by-case basis, before management engages the auditors for any such
purposes. The Audit Committee may be authorized to delegate, to one or more of
its members, the authority to pre-approve certain permitted services, provided
that the estimated fee for any such service does not exceed a specified dollar
amount.
All pre-approvals shall be contingent on a finding, by the Audit
Committee, or delegates thereof, as the case may be, that the provision of the
proposed services by the Company's auditor is compatible with the maintenance of
the auditor's independence in the conduct of its auditing functions. In no event
shall any non-audit related service be approved that would result in the
independent auditor no longer being considered independent under the applicable
rules and regulations of the Securities and Exchange Commission.
---------------------
The foregoing additional information was provided for your consideration
in connection with the proposal to ratify Deloitte as our auditors for the
fiscal year ending September 30, 2004. Your vote at the 2004 Annual Meeting of
Shareholders is important. The Board of Directors of the Company encourages you
to participate by returning your proxy card today. We appreciate your continued
support of Tutogen Medical, Inc.
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