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. )
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 pursuant to Rule 14a-12
Allied Healthcare Products, 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.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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(ALLIED HEALTHCARE PRODUCTS INC.)
Corporate Office
1720 Sublette Avenue
St. Louis, MO 63110
(314) 771-2400
fax (314) 771-1806
(800) 444-3954
October 13, 2003
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
which will be held at the Corporate Headquarters of Allied Healthcare Products,
Inc., 1720 Sublette, St. Louis, Missouri 63110 at 9:00 a.m., Central Time, on
Friday, November 14, 2003. On the following pages you will find the formal
Notice of Annual Meeting and Proxy Statement.
Whether or not you plan to attend the meeting in person, it is important
that your shares be represented and voted at the meeting. Accordingly, please
date, sign and return the enclosed proxy card promptly.
We hope that you will attend the meeting and look forward to seeing you
there.
Sincerely,
-s- John D. Weil
John D. Weil
Chairman of the Board
-s- Earl R. Refsland
Earl R. Refsland
Chief Executive Officer
ALLIED HEALTHCARE PRODUCTS, INC.
------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
FRIDAY, NOVEMBER 14, 2003
------------------------------
To the Stockholders of
Allied Healthcare Products, Inc.:
The Annual Meeting of Stockholders of Allied Healthcare Products,
Inc., a Delaware corporation (the "Company"), will be held at the Corporate
Headquarters of Allied Healthcare Products, Inc., 1720 Sublette, St. Louis,
Missouri 63110 on Friday, November 14, 2003 at 9:00 a.m., Central Time, for the
following purposes:
(1) To elect five directors to serve until the next Annual
Meeting of Stockholders or until their successors are elected
and qualified;
(2) To transact such other business as may properly come
before the meeting or any adjournment thereof.
The foregoing items of business are more fully described in the
Proxy Statement accompanying this Notice.
Only stockholders of record at the close of business on October 1,
2003 are entitled to notice of and to vote at the meeting. A list of
stockholders of the Company at the close of business on October 1, 2003 will be
available for inspection during normal business hours from November 1 through
November 14, 2003 at the offices of the Company at 1720 Sublette Avenue, St.
Louis, Missouri 63110 and will also be available at the meeting.
By Order of the Board of Directors,
/s/ Daniel C. Dunn
Daniel C. Dunn
Vice President-Finance, Chief
Financial Officer
Secretary & Treasurer
St. Louis, Missouri
October 13, 2003
PLEASE FILL OUT, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN
IT IN THE ACCOMPANYING POSTAGE PAID ENVELOPE, EVEN IF YOU PLAN TO
ATTEND THE MEETING. YOU MAY REVOKE YOUR PROXY IN WRITING, OR AT THE
ANNUAL MEETING IF YOU WISH TO VOTE IN PERSON.
ALLIED HEALTHCARE PRODUCTS, INC.
1720 SUBLETTE AVENUE
ST. LOUIS, MISSOURI 63110
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PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
FRIDAY, NOVEMBER 14, 2003
------------------------------
SOLICITATION AND REVOCATION OF PROXIES
The enclosed proxy is solicited by the Board of Directors of Allied
Healthcare Products, Inc., a Delaware corporation (the "Company"), for use at
the Annual Meeting of Stockholders (the "Annual Meeting") to be held at 9:00
a.m., Central Time, Friday, November 14, 2003, or at any adjournment thereof,
for the purposes set forth herein and in the accompanying Notice of Annual
Meeting of Stockholders. The Annual Meeting will be held at the Corporate
Headquarters of Allied Healthcare Products, Inc., 1720 Sublette, St. Louis,
Missouri 63110. The proxy is revocable at any time prior to its exercise by
delivering to the Company a written notice of revocation or a duly executed
proxy bearing a later date or by attending the Annual Meeting and voting in
person.
This proxy material is first being sent to stockholders on or about October
13, 2003.
OUTSTANDING SHARES AND VOTING RIGHTS
Stockholders of record at the close of business on Wednesday, October 1,
2003 are entitled to notice of and to vote at the Annual Meeting. As of the
close of business on that date, there were outstanding and entitled to vote
7,813,932 shares of common stock, $.01 par value ("Common Stock"), each of which
is entitled to one vote. No cumulative voting rights exist under the Company's
Amended and Restated Certificate of Incorporation. For information regarding the
ownership of the Company's Common Stock by holders of more than five percent of
the outstanding shares and by the management of the Company, see "Security
Ownership of Certain Beneficial Owners and Management."
For purposes of determining the presence of a quorum and counting votes on
the matters presented, shares represented by abstentions and "broker non-votes"
(described below) will be counted as present, but not as votes cast, at the
Annual Meeting. Under Delaware law and the Company's By-laws, the election of
directors at the Annual Meeting will be determined on the basis of the five
candidates receiving the highest pluralities of votes cast at the Annual
Meeting. Any other matters submitted for consideration at the Annual Meeting
requires the affirmative vote of the holders of a majority of the Company's
Common Stock represented and voting at the Annual Meeting for approval. Proxies
submitted by brokers that do not indicate a vote for some of the proposals
because the brokers don't have discretionary voting authority and haven't
received instructions from the beneficial owners on how to vote on those
proposals are called "broker non-votes." Since the sole known item for
consideration at the meeting is the election of directors, "broker non-votes"
are not expected to affect results.
ITEM NO. 1
ELECTION OF DIRECTORS
The Company's Board of Directors is comprised of a single class. The
directors are elected at the Annual Meeting of the Stockholders of the Company
and each director elected holds office until his or her successor is elected and
qualified. The Board currently consists of five members. The stockholders will
vote at the 2003 Annual Meeting for the election of five directors for the
one-year term expiring at the Annual Meeting of
Stockholders in 2004. There are no family relationships among any directors or
executive officers of the Company.
The persons named in the enclosed proxy will vote for the election of the
nominees named below unless authority to vote is withheld. All nominees have
consented to serve if elected. In the event that any of the nominees should be
unable to serve, the persons named in the proxy will vote for such substitute
nominee or nominees as they, in their discretion, shall determine. The Board of
Directors has no reason to believe that any nominee named herein will be unable
to serve.
The Board of Directors recommends voting "FOR" each of the nominees named
below.
The following material contains information concerning the nominees for
election as Directors.
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
--------------- --- -------------------- --------------
Brent D. Baird.............. 64 Chairman of First Carolina Investors, Inc. April 1999
James B. Hickey............. 50 President and Chief Executive Officer of February 1998
Pulmonetic Systems, Inc. Minneapolis, MN
William A. Peck............. 70 Director, Center for Health Policy, Washington April 1994
University, St. Louis, Missouri
Earl R. Refsland............ 60 President and Chief Executive Officer of the September 1999
Company, St. Louis, Missouri
John D. Weil................ 63 Private Investor August 1997
Except as set forth below, each of the nominees has been engaged in his
principal occupation described above during the past five years.
Mr. Baird is a private investor and Chairman of First Carolina Investors,
Inc., a closed-end, non-diversified management investment company (listed on the
Boston Stock Exchange). Mr. Baird currently serves as a director of First
Carolina Investors, Inc., M & T Bank Corporation, Todd Shipyards Corporation and
Merchants Group, Inc.
Mr. Hickey has served as President and Chief Executive Officer of
Pulmonetic Systems, Inc. since October 2001. Mr. Hickey served as President and
Chief Executive Officer of Angeion Corporation, based in Minneapolis, Minnesota
from July 1998 to January 2000. Mr. Hickey served as President and Chief
Executive Officer of Aequitron Medical from 1993 to 1997. Mr. Hickey currently
serves as a director of Vital Images, Inc. and Pulmonetic Systems, Inc.
Dr. Peck is currently serving as the Wolfe Distinguished Professor at
Washington University and Director of the Center for Health Policy. From 1993 to
June 2003, Dr. Peck served as Executive Vice Chancellor for Medical Affairs at
Washington University and from 1989 to June 2003, Dean of the School of Medicine
at Washington University, St. Louis, Missouri. Dr. Peck currently serves as a
director of Reinsurance Group of America, Angelica Corporation and Hologic
Corporation.
Mr. Refsland has served as President and Chief Executive Officer of the
Company since September 1999. From February 1999 to January 2000, Mr. Refsland
served as Director and Chairman of the Board of Andros Technologies. From May
1995 to March 1998, Mr. Refsland served as President and CEO of Photometrics
Limited. Mr. Refsland previously served as Chief Executive Officer and member of
the Board of Directors of Allied Healthcare Products, Inc. from 1986 to 1993.
Mr. Weil has served as President of Clayton Management Co. since 1973. Mr.
Weil currently serves as a director of Pico Holdings, Inc and Baldwin & Lyons,
Inc. Mr. Weil also serves as a member of the Board of Trustees of Washington
University, St. Louis, Missouri.
In December 2002 an action initiated by the Securities and Exchange
Commission ("SEC") against Mr. Weil was settled simultaneously with its filing
pursuant to a consent agreement entered into by Mr. Weil. The SEC alleged
violations of the anti-fraud provisions of the federal securities laws arising
in connection with transactions in the securities of Kaye Group, Inc. ("Kaye
Group") involving material non-public information. Mr. Weil was not an officer
or director of Kaye Group. The transactions cited by the SEC in its complaint
2
involved less than one percent of the securities of Kaye Group beneficially
owned by Mr. Weil and less than one-tenth of one percent of the Kaye Group's
outstanding shares. Mr. Weil consented to the entry of a final judgment of
permanent injunction and other relief, including disgorgement of alleged profits
in the amount of $47,000 and civil penalties of a like amount, but did not admit
to nor deny any of the allegations in the SEC's complaint.
IF YOU SIGN AND RETURN THE PROXY FORM AND DO NOT SPECIFY OTHERWISE, WE WILL VOTE
YOUR SHARES FOR THE ELECTION OF THE FIVE NOMINEES LISTED ABOVE.
BOARD MEETINGS-COMMITTEES OF THE BOARD
The Board of Directors of the Company held four meetings during the fiscal
year ended June 30, 2003. The Board of Directors presently maintains a
Compensation Committee, an Audit Committee and a Governance and Nominating
Committee.
The Compensation Committee consists of Messrs. Hickey, Baird and Peck. This
committee reviews and approves the Company's executive compensation policy,
administers the Company's incentive compensation bonus plan and makes
recommendations concerning the Company's employee benefit policies and stock
option plans in effect from time to time. The Compensation Committee held one
meeting during the fiscal year ended June 30, 2003.
The Audit Committee consists of Messrs. Baird, Weil and Peck. The Charter
for the Audit Committee is set forth in Appendix A to this Proxy Statement. This
committee recommends engagement of the Company's independent auditors and is
primarily responsible for approving the services performed by the Company's
independent auditors and for reviewing and evaluating the Company's accounting
principles and its systems of internal accounting controls. The Audit Committee
held three meetings during the fiscal year ended June 30, 2003.
The Governance and Nominating Committee consists of Messrs. Peck, Baird and
Weil. This committee recommends nominees to fill vacancies on the Board of
Directors. The Governance and Nominating Committee did not hold any meetings
during the fiscal year ended June 30, 2003. The Governance and Nominating
Committee will consider nominees submitted by stockholders for inclusion on the
recommended list of nominees submitted by the Company and voted on at the Annual
Meeting of Stockholders in 2004 if such nominations are submitted in writing to
the Company's headquarters Attention: Governance and Nominating Committee, no
later than June 1, 2004.
OTHER BUSINESS
We do not know of any other matters to be presented at the meeting. If any
other matter is properly presented for a vote at the meeting, your shares will
be voted by the holders of the proxies using their best judgment.
3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
HOLDERS OF MORE THAN FIVE PERCENT BENEFICIAL OWNERSHIP
The following table sets forth information regarding all persons known to
the Company to be the beneficial owners of more than five percent of the
Company's Common Stock as of August 31, 2003, based upon filings by such persons
with the SEC under applicable provisions of the federal securities laws.
PERCENT OF
SHARES OWNED OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY SHARES
------------------------------------ ------------ -----------
John D. Weil................................................ 2,577,450(1) 32.9%
200 North Broadway
Suite 825
St. Louis, MO 63102
Brent D. Baird.............................................. 1,420,300(2) 18.2%
1350 One M&T Plaza
Buffalo, NY 14203
First Carolina Investors, Inc............................... 850,000(3) 10.9%
Suite 410
1130 East 3rd Street
Charlotte, NC 28204
Richard S. Strong........................................... 785,770(4) 10.1%
Strong Capital Management
100 Heritage Reserve
Menomonee Falls, WI 53051
Dimensional Fund Advisors Inc............................... 556,400(5) 7.1%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Earl R. Refsland............................................ 724,300(6) 8.7%
1720 Sublette
St. Louis, MO 63110
-------------------------
(1) Mr. Weil directly owns 8,750 shares and is deemed to have direct ownership
of an additional 15,000 shares under options, issued pursuant to the
Company's Director Plans, which were exercisable at August 31, 2003, or will
become exercisable within 60 days thereafter. Mr. Weil's spouse is the owner
of 26,300 shares and his adult son is the owner of 10,000 shares; Mr. Weil
disclaims any economic interest in such shares and such shares are not
included in the total set forth above. The remaining 2,512,900 shares
reflected in the table are owned by Woodbourne Partners L.P., a private
investment partnership of which Clayton Management Company is the general
partner. Mr. Weil is the sole director and shareholder of Clayton Management
Company and as such has sole voting and dispositive power with respect to
such shares. As of October 3, 2003, the holdings of Woodbourne Partners L.P.
had increased by an additional 45,500 shares purchased in the market.
(2) Mr. Baird owns 81,000 shares directly and 60,000 shares indirectly. Mr.
Baird also holds exercisable options to purchase 10,500 shares at a price
ranging from $1.875 to $3.40 per share under the Company's Directors Plans.
Affiliates and associates of Mr. Baird own the remaining shares, as to which
Mr. Baird disclaims beneficial ownership. Such affiliates and associates
include First Carolina Investors, Inc. which owns 850,000 shares (10.9% of
the Company's outstanding stock) and The Cameron Baird Foundation which owns
235,600 shares (3.0% of the Company's outstanding stock).
(3) Also included in the table as part of the holdings of Brent D. Baird. First
Carolina Investors, Inc. is a closed-end non-diversified management
investment company. The directors of First Carolina Investors, Inc. are: H.
Thomas Webb, III, Brent D. Baird, Bruce C. Baird, Patrick W.E. Hodgson and
Theodore E.
4
Dann, Jr., Brent D. Baird and Bruce C. Baird are brothers and their combined
ownership interest in the common stock of First Carolina Investors, Inc. (when
aggregated with the beneficial interests in First Carolina Investors, Inc. held
by their spouses, children, parent, siblings and various corporations,
trusts and other entities associated with the Baird family) approximates
52.9% of the outstanding common stock of First Carolina Investors, Inc.
(4) Holdings reported on Form 13G as of December 31, 2002, and include 780,710
shares with shared voting power and 785,770 shares with shared dispositive
power.
(5) Holdings reported on Form 13G as of December 31, 2002.
(6) Includes 542,000 shares deemed owned as a result of exercisable options.
BENEFICIAL OWNERSHIP OF MANAGEMENT AND NOMINEES
The following table sets forth information regarding the ownership of
Common Stock of the Company for each director, each executive officer named in
the Summary Compensation Table and all directors and executive officers as a
group as of August 31, 2003.
PERCENT OF
SHARES OWNED OUTSTANDING
NAME AND POSITION(S) OF BENEFICIAL OWNER BENEFICIALLY SHARES
---------------------------------------- ------------ -----------
Earl R. Refsland............................................ 724,300(1) 8.7%
Director & Chief Executive Officer
John D. Weil................................................ 2,577,450(2) 32.9%
Chairman of the Board of Directors
Brent D. Baird.............................................. 1,420,300(3) 18.2%
Director
William A. Peck, M.D. ...................................... 21,000(4) *
Director
James B. Hickey, Jr. ....................................... 21,500(5) *
Director
Eldon P. Rosenstrater....................................... 31,500(6) *
Vice President -- Administration/Corporate Planning
Daniel C. Dunn.............................................. 8,806(7) *
Vice President -- Finance, Chief Financial Officer and
Secretary
Robert L. Ricks............................................. --
Vice President -- Sales & Marketing
Dennis W. Allen............................................. --
Vice President -- Operations
All directors and executive officers as a group (9
persons).................................................. 4,804,856 56.8%
-------------------------
* Includes options exercisable as of July 31, 2003 or becoming exercisable
within 60 days thereafter.
(1) Includes 542,000 shares deemed owned as a result of exercisable options.
(2) See footnote concerning Mr. Weil's beneficial ownership in preceding table.
(3) See footnote concerning Mr. Baird's beneficial ownership in preceding table.
(4) Includes 21,000 shares deemed owned as a result of exercisable options.
(5) Includes 16,500 shares deemed owned as a result of exercisable options.
(6) Includes 27,500 shares deemed owned as a result of exercisable options.
(7) Includes 7,500 shares deemed owned as a result of exercisable options and
506 shares held in the Company's Employee Stock Option Plan.
5
EXECUTIVE OFFICERS
The following provides certain information regarding the executive officers
of the Company who are appointed by and serve at the pleasure of the Board of
Directors:
NAME AGE POSITION(S)
---- --- -----------
Earl R. Refsland............ 60 Director, President and Chief Executive Officer(1)
Robert L. Ricks............. 54 Vice President -- Sales and Marketing(2)
Eldon P. Rosentrater........ 49 Vice President -- Administration/Corporate Planning(3)
Dennis W. Allen............. 46 Vice President -- Operations(4)
Daniel C. Dunn.............. 44 Vice President -- Finance, Chief Financial Officer Secretary
& Treasurer(5)
-------------------------
(1) Mr. Refsland has been Director, President and Chief Executive Officer of the
Company since September, 1999.
(2) Mr. Ricks has been Vice President -- Sales and Marketing of the Company
since January, 2003. He was previously employed in various sales and
marketing positions by the Company from 1980 until 1994 including Vice
President of Sales and Marketing prior to his retirement from the Company in
1994. From late 1994 through 1997, Mr. Ricks served as president of the U.S.
operations of Gibeck AB. From 1998 until his rehiring by the Company, Mr.
Ricks engaged in private investment and consulting activities.
(3) Mr. Rosentrater has been Vice President-Administration/Corporate Planning of
the Company since March, 2003. He previously held the position of Vice
President -- Operations from October 1999 to 2003. Prior to that time, Mr.
Rosentrater held the positions of Assistant to the President from 1998 to
1999; Director of Information Technologies from 1995 to 1998; Director of
Business Development from 1993 to 1995 and Group Product Manager from 1989
to 1993.
(4) Mr. Allen has been Vice President -- Operations since March, 2003. He
previously held the position of Plant Manager for Sinclair and Rush, Inc.
from 1994 to 2002. Prior to that time, Mr. Allen held the position of
Engineering Manager for Sterile Products Corporation, a subsidiary of
American Safety Razor Corporation.
(5) Mr. Dunn has been Vice President -- Finance, Chief Financial Officer,
Secretary and Treasurer since July, 2001. He previously held the position of
Director of Finance at MetalTek International from 1998 to 2001. Prior to
that time, Mr. Dunn held the position of Corporate Controller at Allied
Healthcare Products, Inc. from 1994 to 1998.
6
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid or accrued by the
Company for services rendered during the three fiscal years ended June 30, 2003
by the Chief Executive Officer and each of the Company's executive officers
whose total salary and bonus exceeded $100,000 during such fiscal year (the
"Named Executive Officers").
SUMMARY COMPENSATION TABLE
ANNUAL
COMPENSATION(1)
-------------------------------------------------------------
FISCAL STOCK OPTION ALL OTHER
NAME & PRINCIPAL POSITION YEAR SALARY(2) BONUS AWARDS COMPENSATION
------------------------- ------ --------- ----- ------------ ------------
(IN SHARES)
Earl R. Refsland.......................... 2003 $318,154 -- -- $24,050(3)
President and Chief Executive Officer 2002 318,830 -- -- 23,568(3)
2001 286,995 -- -- 28,962(3)
David A. Grabowski........................ 2003 101,324 -- -- 90,040(4)
Vice President-Marketing 2002 163,638 -- -- 14,219(4)
2001 160,370 -- 15,000 18,144(4)
Philip J. Strasser........................ 2003 76,547 -- -- 69,775(5)
Vice President -- Sales 2002 122,023 -- -- 10,146(5)
2001 127,458(7) -- 15,000 9,792(5)
Eldon P. Rosentrater...................... 2003 127,316 -- -- 5,396(6)
Vice President-Administration/Corporate 2002 125,826 -- -- 5,298(6)
Planning 2001 122,163 -- 30,000 5,590(6)
Daniel C. Dunn............................ 2003 132,020 -- -- 5,488(6)
Vice President -- Finance and 2002 126,156 -- 30,000 5,226(6)
Chief Financial Officer................. 2001 -- -- -- --
Robert L. Ricks........................... 2003 84,135(7) -- 30,000 36,991(8)
Vice President -- Sales and Marketing 2002 -- -- -- --
2001 -- -- -- --
Dennis W. Allen........................... 2003 36,000(9) -- 30,000 --
Vice President -- Operations 2002 -- -- -- --
2001 -- -- -- --
-------------------------
(1) Excludes certain personal benefits, the total value of which was less than
10% of the total annual salary and bonus for each of the executives.
(2) Includes amounts deferred under the 401(k) feature of the Company's
Retirement Savings Plan
(3) The amount shown represents matching contributions under the 401(k) feature
of the Company's Retirement Savings Plan, term life and disability insurance
premiums and also reflects Mr. Refsland's car allowance in the amount of
$8,988 for fiscal 2003.
(4) The amount shown represents matching contributions under the 401(k) feature
of the Company's Retirement Savings Plan, term life and disability insurance
premiums and also reflects Mr. Grabowski's car allowance in the amount of
$7,250 for fiscal 2003 and a severance package totaling $79,850. Mr.
Grabowski resigned as Vice President -- Marketing on January 3, 2003.
(5) The amount shown represents matching contributions under the 401(k) feature
of the Company's Retirement Savings Plan, term life and disability insurance
premiums and also reflects Mr. Strasser's car allowance in the amount of
$3,000 for fiscal 2003 and a severance package totaling $61,800. Mr.
Strasser resigned as Vice President -- Sales on January 3, 2003.
7
(6) The amount shown represents the amounts paid for term life and disability
insurance premiums and matching contributions under the 401(k) feature of
the Company's Retirement Savings Plan.
(7) Mr. Ricks was hired as Vice President -- Sales and Marketing on January 6,
2003.
(8) The amount shown represents matching contributions under the 401(k) feature
of the Company's Retirement Savings Plan and also reflects Mr. Ricks' car
allowance in the amount of $3,625 for fiscal 2003.
(9) Mr. Allen was hired as Vice President -- Operations on March 13, 2003.
OPTIONS
All of the Company's outstanding stock options have been issued pursuant to
plans adopted and approved by the Company's shareholders.
The following table sets forth information concerning options granted
during the fiscal year ended June 30, 2003 under the Company's stock option
plans to the Named Executive Officers.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
-----------------------------------------------------------------------------------------
POTENTIAL REALIZABLE VALUE AT
NUMBER OF PERCENTAGE OF ASSUMED ANNUAL RATES OF
SECURITIES TOTAL OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO PER SHARE FOR OPTION TERM(2)
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION ------------------------------
NAME GRANTED FISCAL 2003(1) PRICE DATE 5% 10%
---- ---------- -------------- --------- ---------- -- ---
Robert L. Ricks............ 30,000 50.0% 2.85 01/06/13 $53,770 $136,265
Dennis W. Allen............ 30,000 50.0% 2.42 03/13/13 $45,658 $115,706
-------------------------
(1) No options were granted to employees under the 1991 Employee Plan, 60,000
options were granted to employees under the 1994 Employee Plan and no
options were granted under the 1999 Incentive Stock Option Plan for a total
of 60,000. The purpose of the Plans is to provide a financial incentive to
key employees who are in a position to make significant contributions to the
Company. Options granted pursuant to the 1994 Employee Plan have an exercise
price equal to the market price on the date of grant. Generally, these
options become exercisable with respect to one-fourth of the shares covered
thereby on each anniversary of the date of grant, commencing on the second
anniversary thereof.
(2) Potential realizable value is calculated based on an assumption that the
price of the Company's Common Stock appreciates at the annual rate shown (5%
and 10%), compounded annually, from the date of grant of the option until
the end of the option term. The value is net of the exercise price but is
not adjusted for the taxes that would be due upon exercise. The 5% and 10%
assumed rates of appreciation are mandated by the rules of the SEC and do
not in any way represent the Company's estimate or projection of future
stock prices.
8
The following table sets forth information concerning option exercises and
the value of unexercised options held by the Named Executive Officers as of June
30, 2003.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 2003 AND
FISCAL YEAR-END OPTION VALUES
VALUE OF UNEXERCISED,
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES JUNE 30, 2003 JUNE 30, 2003(1)
ACQUIRED VALUE ---------------------------- ----------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
Eldon P. Rosentrater......... -- -- 27,500 15,000 $ 3,300 $ 3,300
Earl R. Refsland............. -- -- 508,125 33,875 $797,756 $53,184
Daniel C. Dunn............... -- -- 7,500 22,500 $ 1,275 $ 3,825
Robert L. Ricks.............. -- -- -- 30,000 -- $21,600
Dennis W. Allen.............. -- -- -- 30,000 -- $34,500
-------------------------
(1) The "Value of Unexercised In-the-Money Options at June 30, 2003" was
calculated by determining the difference between the fair market value of
the underlying common stock at June 30, 2003 (The Nasdaq closing price of
the Allied Healthcare Products, Inc. on June 30, 2003 was $3.57) and the
exercise price of the option.
COMPENSATION OF DIRECTORS
Each director who is not an employee of the Company is entitled to receive
an annual fee of $10,000 for his services as a director and additional fees of
$750 for attendance at each meeting of the Board of Directors and $300 for
attendance at each meeting of committees of the Board of Directors. Directors
are also entitled to reimbursement for their expenses in attending meetings.
1991 DIRECTORS PLAN. The Company's 1991 Directors Plan provides for the
granting of options to the Company's directors who are not employees of the
Company, for up to 100,000 shares of Common Stock (subject to adjustment in the
event of a reorganization, merger, consolidation, stock split, dividend payable
in Common Stock, split-up, combination or other exchange of shares).
The 1991 Directors Plan is administered by a Stock Option Committee of two
or more members of the Board of Directors. Directors are not eligible to serve
on such committee if such director has been granted an option under the plan
during the twelve-month period preceding appointment to the committee, and no
option may be granted to a director while serving on the committee.
Options granted or to be granted under the 1991 Directors Plan may not be
exercised for a period of two years from the date of grant and thereafter become
exercisable on a cumulative basis in 25% increments beginning on the second
anniversary of the date of grant and concluding on the fifth anniversary of the
date of grant. All options granted under the 1991 Directors Plan expire ten
years from the date of grant.
Options granted or to be granted under the 1991 Directors Plan are
nontransferable, and the exercise price must be equal to the fair market value
of the Common Stock on the date of grant as determined pursuant to the 1991
Directors Plan. Upon exercise, the exercise price must be paid in full in cash
or such other consideration as the Stock Option Committee may permit, subject to
approval by a majority of the directors who have not been granted options under
any plan of the Company during the previous twelve months.
The 1991 Directors Plan provides for the grant of options thereunder for
the purchase of 10,000 shares of Common Stock to each eligible director on the
date of the Company's initial public offering, each eligible director who
subsequently becomes a director, and an additional option to the Chairman of the
Board (provided he is an eligible director) with respect to 5,000 shares of
Common Stock on the date he is elected to
9
such office. In connection with the adoption of the 1995 Directors Plan, the
1991 Directors Plan was terminated in November 1995.
1995 DIRECTORS PLAN. The 1995 Directors Plan provides for the granting of
non-qualified stock options for up to 150,000 shares of Common Stock (subject to
adjustment in the event of a reorganization, merger, consolidation, stock split,
dividend payable in Common Stock, split-up, combination or other exchange of
shares) to the members of the Board of Directors who are not employees of the
Company or any of its subsidiaries.
Pursuant to the express terms of the 1995 Directors Plan, options to
purchase 10,000 shares of Common Stock are granted to each eligible director on
the date such person is first elected to the Board of Directors of the Company.
An option to purchase an additional 5,000 shares of Common stock is granted to
each eligible director on the date such person is first elected to serve as
Chairman of the Board of the Company. These options may not be exercised for a
period of two years from the date of grant and thereafter become exercisable on
a cumulative basis in 25% increments beginning on the second anniversary of the
date of grant and concluding on the fifth anniversary thereof.
In addition, the 1995 Directors Plan provides that options to purchase
1,000 shares of Common stock are granted to each eligible director on the date
such person is re-elected to the Board of Directors by the vote of the
stockholders, at the annual or other meeting at which directors are elected, and
that options to purchase 500 shares of Common Stock are granted to each eligible
director on the date such person is elected or re-elected to serve as Chairman
of a Committee maintained by the Board of Directors from time to time. These
options may not be exercised for a period of one year from the date of grant and
thereafter are exercisable in full.
In recognition of their past service to the Company, the 1995 Directors
Plan also provided for the grant of options to purchase 3,000 shares of Common
Stock to each eligible director who was serving on the Board of Directors at
June 1, 1995 and provided for the grant of options to purchase 500 shares of
Common Stock to each eligible director serving as Chairman of a Committee
maintained by the Board of Directors at June 1, 1995. Options granted to such
directors were not exercisable until June 1, 1996, at which time they became
exercisable in full.
Other options may be granted under the 1995 Directors Plan from time to
time pursuant to terms determined by the Board of Directors of the Company. All
options granted under the 1995 Directors Plan are nontransferable and subject to
certain limitations upon the removal or resignation of the director, as set
forth in the 1995 Directors Plan, and expire ten years from the date of grant.
No payments or contributions are required to be made by the directors other than
in connection with the exercise of options. The 1995 Directors Plan will
terminate on November 9, 2005 and no further options may be granted after such
date.
The purchase price for shares of Common Stock to be purchased upon the
exercise of options is equal to the last reported sales price per share of
Common Stock on the Nasdaq National Market on the date of grant (or the last
reported sales price on such other exchange or market on which the Common Stock
is traded from time to time). Upon exercise of an option, the exercise price
must be paid in full in cash or in kind or a combination thereof, by delivery of
shares having a fair market value, or surrender of currently exercisable options
having a value on the date of exercise, equal to the portion of the exercise
price so paid, as determined by the Board of Directors.
As adopted, the 1995 Directors Plan was intended to provide formula awards
in accordance with certain then-applicable exemptive rules of the SEC and is
administered by the Board of Directors, which may delegate administration
thereof to a committee of the Board. The Board may, in its discretion, terminate
or suspend the 1995 Directors Plan at any time. The Board may also amend or
revise the 1995 Directors Plan, or the terms of any option granted under the
1995 Directors Plan, without stockholder approval, provided that such amendment
or revision does not, except as otherwise permitted, increase the number of
shares reserved for issuance under the 1995 Directors Plan, change the purchase
price established or expand the category of individuals eligible to participate
in such plan. No amendment, suspension or termination will alter or impair
10
any rights or obligations under any option previously granted with the consent
of the grantee. The Company receives no consideration for the grant of options
under the 1995 Directors Plan.
The following table sets forth information with respect to options
outstanding under the Directors Plans:
NAME DATE OF GRANT NUMBER OF SHARES EXERCISE PRICE PER SHARE
---- ------------- ---------------- ------------------------
Brent D. Baird............................... 04/01/99 10,000 $1.875
11/12/99 1,500 2.31
11/14/00 2,000 2.75
11/13/01 2,000 3.40
11/15/02 1,500 2.90
James B. Hickey, Jr. ........................ 02/09/98 10,000 7.25
02/09/98 500 7.25
11/16/98 1,500 2.50
11/12/99 1,500 2.31
1/14/00 1,500 2.75
1/13/01 1,500 3.40
1/15/02 1,500 2.90
William A. Peck.............................. 04/29/94 10,000 15.75
11/09/95 4,000 18.25
11/14/96 1,000 7.13
11/17/97 1,000 7.63
11/16/98 1,000 2.50
04/01/99 500 1.875
11/12/99 1,500 2.31
11/14/00 1,000 2.75
11/13/01 1,000 3.40
11/15/02 1,500 2.90
John D. Weil................................. 08/04/97 10,000 7.00
11/17/97 1,000 7.63
02/09/98 500 7.25
04/01/99 3,750 1.875
11/13/01 1,000 3.40
11/15/02 1,000 2.90
------
Total................................. 74,750
======
INDEMNIFICATION AND LIMITATION OF LIABILITY
The Company's Amended and Restated Certificate of Incorporation provides
that the Company's directors are not liable to the Company or its stockholders
for monetary damages for breach of their fiduciary duties, except under certain
circumstances, including breach of the director's duty of loyalty, acts or
omissions not in good faith or involving intentional misconduct or a knowing
violation of law or any transaction from which the director derived improper
personal benefit. The Company's By-laws provide for the indemnification of the
Company's directors and officers, to the full extent permitted by the Delaware
General Corporation Law. The company also has indemnification agreements with
each officer and director providing for contractual indemnification
substantially similar in scope to the provisions of the By-Laws.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Compensation Committee, composed entirely of non-employee, independent
members of the Board of Directors, reviews, recommends and approves changes to
the Company's compensation policies and program for the chief executive officer,
other senior executives and certain key employees. In addition to the
11
delegated authority in areas of compensation, the Committee administers the
Company's stock option plans and agreements and recommends to the Board of
Directors annual or other grants to be made in connection therewith.
In the Committee's discharge of its responsibilities, it considers the
compensation, primarily of the chief executive officer and the Company's other
executive officers, and sets overall policy and considers in general the basis
of the levels of compensation of other key employees.
POLICY AND OBJECTIVES. Recognizing its role as a key representative of the
stockholders, the Committee seeks to promote the interests of stockholders by
attempting to align management's remuneration, benefits and perquisites with the
economic well being of the Company. Since the achievement of operational
objectives should, over time, represent the primary determinant of share price,
the Committee links elements of compensation of executive officers and certain
key employees with the Company's operating performance. In this way, objectives
under a variety of compensation programs should eventually reflect the overall
performance of the Company. By adherence to the above program, the compensation
process should provide for enhancement of stockholder value. Basically, the
Committee seeks the successful implementation of the Company's business strategy
by attracting and retaining talented managers motivated to accomplish these
stated objectives. The Committee attempts to be fair and competitive in its
views of compensation. Thus, rewards involve both business and individual
performance. The key ingredients of the program consist of base salary, annual
cash incentives and long range incentives consisting of stock options.
BASE SALARY. Base salaries for the chief executive officer, as well as
other executive officers of the Company, are determined primarily based on
performance. Generally, the performance of each executive officer is evaluated
annually and salary adjustments are based on various factors including revenue
growth, earnings per share improvement, increases in cash flow, new product
development, market appreciation for publicly traded securities, reduction of
debt and personal performance. In addition, the Committee compares salary data
for similar positions in companies that match the Company's size in sales and
earnings and utilizes such data as a factor in setting base salaries. Specific
reference is made to the annual salary survey published by the Health Industry
Manufacturers Association. Validation of this data is performed by an
independent nationally recognized compensation consultant. The Committee
approves base salary adjustments for the executive officers, including the chief
executive officer.
CASH INCENTIVE COMPENSATION. To reward performance, the chief executive
officer and other executive officers are eligible for annual cash bonuses. The
actual amount of incentive compensation paid to each executive officer is
predicated on an assessment of each participant's relative role in achieving the
annual financial objectives of the Company as well as each such person's
contributions of a strategic nature in maximizing stockholder value.
STOCK-BASED INCENTIVES. The Company's Employee Plans provide a long-term
incentive program for the chief executive officer, other executive officers and
certain other key employees. The basic objective of these plans is the specific
and solid alignment of executive and stockholder interests by forging a direct
relationship between this element of compensation and the stockholders' level of
return. These programs represent a desire by the Company to permit executives
and other key employees to obtain an ownership position and a proprietary
interest in the Company's Common Stock.
Under these plans, approved by the stockholders, the Committee periodically
recommends to the Board of Directors grants of stock options by the Board of
Directors. Generally, the Committee attempts to reflect upon the optionee's
potential impact on corporate financial and operational performance in the award
of stock options.
Compensation Committee
James B. Hickey, Jr.
Brent D. Baird
William A. Peck
12
PERFORMANCE GRAPH
COMPARISON OF CUMULATIVE TOTAL RETURNS
The following table presents the cumulative return for the Company, the
CRSP Index for Nasdaq Stock Market (US Companies) and an index comprised of four
companies which the Company believes to present a representative peer group of
the Company. The Nasdaq and the peer group data have been provided by the Center
for Research in Security Prices, Chicago, Illinois, without independent
verification by the Company.
(PERFORMANCE GRAPH
LEGEND
SYMBOL CRSP TOTAL RETURNS INDEX FOR: 06/99 06/99 06/00 06/01 06/02 06/03
(LEGEND) Allied Healthcare Products, Inc. 100.00 35.58 69.23 66.67 89.01 73.23
Nasdaq Stock Market (US Companies) 100.00 143.67 212.43 115.46 78.65 87.33
Self-Determined Peer Group 100.00 97.48 103.26 161.55 167.70 164.68
Companies in the Self-Determined Peer Group
CHAD THERAPEUTICS INC. CRITICARE SYSTEMS INC.
INVACARE CORP. RESPIRONICS INC.
NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the proceeding trading day is used.
D. The index level for all series was set to $100.00 on 06/30/1998.
13
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee (the "Committee") oversees the Company's financial
reporting process on behalf of the Board of Directors. (The Audit Committee
Charter, as amended and restated at in May 2003, is attached as an Appendix to
this Proxy Statement.). Management has the primary responsibility for the
consolidated financial statements and the reporting process including the system
of internal controls. In fulfilling its oversight responsibilities, the
Committee reviewed the audited consolidated financial statements in the Annual
Report with management including a discussion of the quality, not just the
acceptability, of the accounting principles, the reasonableness of significant
judgments, and the clarity of disclosures in the consolidated financial
statements.
The Committee reviewed with the independent auditors, who are responsible
for expressing an opinion on the conformity of those audited consolidated
financial statements with generally accepted accounting principles, their
judgments as to the quality, not just the acceptability, of the Company's
accounting principles and such other matters as are required to be discussed
with the Committee under generally accepted auditing standards. In addition, the
Committee has discussed with the independent auditors the auditors' independence
from management and the Company including the matters in the written disclosures
required by the Independence Standards Board and considered the compatibility of
nonaudit services with the auditors' independence.
The Committee discussed with the Company's independent auditors the overall
scope and plans for their respective audits. The Committee meets with the
independent auditors and management to discuss the results of their
examinations, their evaluations of the Company's internal controls, and the
overall quality of the Company's financial reporting. The Committee held three
(3) meetings during fiscal year 2003. A sub-committee of the Audit Committee met
three (3) times during fiscal year 2003 for the specific purposes of reviewing
the quarterly financial results and press releases.
In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors (and the Board has approved) that the
audited consolidated financial statements be included in the Annual Report on
Form 10-K for the year ended June 30, 2003 for filing with the Securities and
Exchange Commission.
Audit Committee
John D. Weil
William A. Peck
Brent D. Baird
John D. Weil, Chairman of the Board, is not deemed to be an independent
director for purposes of the standards adopted by the NASD and NASDAQ relating
to the composition of audit committees due to his position as an officer of the
Company and the substantial share ownership position held by Woodbourne Partners
and Clayton Management Company. It is the Company's view that Mr. Weil's
membership on the audit committee constitutes an exceptional and limited
circumstance to the independence requirements because Mr. Weil can provide
significant expertise and service not otherwise currently available to the
Company and therefore Mr. Weil may, in the Company's view be appointed to the
Audit Committee pursuant to NASD Rule 4350(d)(2)(B). In this connection, the
Company notes that Mr. Weil's service as an independent director and audit
committee member on other boards of directors provides an important level of
financial experience to the audit committee. The Company does not engage in
transactions with Clayton Management Company or Woodbourne Partners.
Under the revised standards adopted by NASDAQ implementing provisions of
the Sarbanes-Oxley Act of 2002 amending the federal securities laws, and under
the Company's restated Audit Committee Charter, Mr. Weil is not eligible for
continued service on the Audit Committee and will be replaced effective as of
the date of the Annual Meeting of Shareholders.
14
AUDITOR INDEPENDENCE AND RELATED INFORMATION
PricewaterhouseCoopers LLP has no direct or indirect material financial
interest in the Company or its subsidiaries. Representatives of
PricewaterhouseCoopers LLP are expected to be present at the meeting and will be
given the opportunity to make a statement on the firm's behalf if they so
desire. The representatives also will be available to respond to appropriate
questions raised by those in attendance at the meeting.
AUDIT FEES
Fees to PricewaterhouseCoopers LLP for the audit of the Company's annual
financial statements for the fiscal year ended June 30, 2003 and their reviews
of the Company's Quarterly Reports on Form 10-Q filed during the last fiscal
year are $137,500 of which an aggregate amount of $82,500 has been billed
through June 30, 2003.
ALL OTHER FEES
Fees to PricewaterhouseCoopers LLP for their review of the Company's income
tax provisions, preparation of the Company's federal and state income tax
returns and audit of the Company's Retirement Income Savings Plan are $62,800,
none of which has been billed through June 30, 2003.
The Audit Committee has considered whether the provision of the services
described above under the caption "All Other Fees" is compatible with
maintaining PricewaterhouseCoopers LLP's independence.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and persons who own more than ten
percent of a registered class of the Company's equity securities to file with
the SEC initial reports of beneficial ownership and reports of changes in
beneficial ownership of common stock and other equity securities of the Company.
Executive officers, directors and greater than ten percent stockholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms which they file.
To the Company's knowledge, based solely on review of information furnished
to the Company, reports filed through the Company and representations that no
other reports were required, all Section 16(a) filing requirements applicable to
its directors, executive officers and greater than ten percent beneficial owners
were complied with during the year ended June 30, 2003.
OTHER INFORMATION
On August 21, 1996, the Board of Directors entered into a Rights Agreement
pursuant to which one preferred stock purchase right (a "Right") per share of
Common Stock was distributed as a dividend to stockholders of record on the
close of business on September 4, 1996. Each Right, when exercisable, will
entitle the holder thereof to purchase one one-hundredth of a share of Series A
Preferred Stock at a price of $40.00 per share. The Rights will be exercisable
only if a person or group acquires 25% or more of the outstanding shares of
Common Stock of the Company or announces a tender offer following which it would
hold 25% or more of such outstanding Common Stock. The Rights entitle the
holders, other than the acquiring person, to purchase Common Stock having a
market value of two times the exercise price of the Right. If, following the
acquisition by a person or group of 25% or more of the Company's outstanding
shares of Common Stock, the Company were acquired in a merger or other business
combination, each Right would be exercisable for that number of the acquiring
company's shares of common stock having a market value of two times the exercise
price of the Right. The Company may redeem the Rights at one cent per Right at
any time until ten days following the occurrence of an event that causes the
Rights to become exercisable for Common Stock. The Rights expire in ten years.
For more information concerning the Rights Agreement and the Rights,
reference is hereby made to the Company's Current Report on Form 8-K dated
August 7, 1996 which was filed with the SEC.
15
SOLICITATION OF PROXIES
The cost of soliciting proxies will be borne by the Company. In addition to
solicitation by mail, proxies may be solicited by officers, directors and
regular employees of the Company personally or by telephone or facsimile for no
additional compensation. Arrangements will be made with brokerage houses and
other custodians, nominees and fiduciaries to forward solicitation material to
beneficial owners of the stock held of record by such persons, and the Company
will reimburse such persons for their reasonable out-of-pocket expenses incurred
by them in so doing.
STOCKHOLDER PROPOSALS FOR 2004 ANNUAL MEETING
The rules of the SEC currently provide that stockholder proposals for the
2004 Annual Meeting must be received at the Company's principal executive office
not less than 120 calendar days prior to the anniversary date of the release of
the Company's proxy statement to stockholders in connection with the 2003 Annual
Meeting to be considered by the Company for possible inclusion in the proxy
materials for the 2004 Annual Meeting.
FINANCIAL INFORMATION
The Company's 2003 Annual Report is being mailed to the stockholders on or
about the date of mailing this Proxy Statement. The Company will provide without
charge to any record or beneficial stockholder as of October 1, 2003, who so
requests in writing, a copy of such 2003 Annual Report or the Company's 2003
Annual Report on Form 10-K (without exhibits), including the financial
statements and the financial statement schedules, filed with the SEC. Any such
request should be directed to Allied Healthcare Products, Inc., 1720 Sublette
Avenue, St. Louis, Missouri 63110, Attention: Chief Financial Officer.
The Company's reports filed with the SEC, together with ownership and
transaction reports of officers, directors and certain shareholders, are
available, together with additional information, at the Company's internet
website: www.alliedhpi.com.
OTHER MATTERS
The Board of Directors of the Company is not aware of any other matters to
come before the meeting. If any other matters should come before the meeting,
the persons named in the enclosed proxy intend to vote the proxy according to
their best judgment.
You are urged to complete, sign, date and return your proxy to make certain
your shares of Common Stock will be voted at the 2003 Annual Meeting. For your
convenience in returning the proxy, an addressed envelope is enclosed, requiring
no additional postage if mailed in the United States.
By Order of the Board of Directors,
-s- Earl R. Refsland
Earl R. Refsland
Chief Executive Officer
October 13, 2003
16
APPENDIX
CHARTER OF THE AUDIT COMMITTEE
The Audit Committee of Allied Healthcare Products, Inc. is a standing
committee of the Board of Directors of the Corporation established by action of
the Board permitted under the By-Laws of the corporation and the Delaware
General Corporation Law. The primary objective and role of the Audit Committee
is to assist the Board in fulfilling the Board's responsibilities by reviewing
(i) the financial information provided by the corporation to shareholders and
others, (ii) the accounting practices and principles followed by the
corporation, and (iii) the process by which financial information is generated
and audited. It is intended that such review shall address the appropriateness
and quality of the corporation's financial reporting as well as its adequacy and
accuracy.
This Charter has been adopted by the Members of the Audit Committee and
confirmed by the Board of Directors of the corporation. No amendment to the
Charter or action of the Board of Directors which would limit or restrict the
duties, responsibilities, powers and rights of the Audit Committee or which
would alter the qualifications for membership on the Audit Committee shall be
effective without the consent of a majority of the members of the Audit
Committee.
The Audit Committee shall consist of at least three members of the Board of
Directors appointed annually by the full Board of Directors following its first
meeting subsequent to its election at the Annual Meeting of Shareholders of the
corporation. Each person appointed to membership on the Audit Committee shall be
independent of management of the corporation in accordance with criteria
established by the principal market for the corporation's Common Stock. Each
person appointed to membership on the Audit Committee shall be financially
literate and at least one member shall have accounting or related financial
management expertise. The Audit Committee may select from its members a
Chairman.
The Audit Committee shall exercise an oversight function with respect to
the corporation's preparation and dissemination of financial information and
shall report on such topics to the Board of Directors. This review function to
be performed by the Audit Committee is not intended to relieve the corporation's
financial management executives from responsibility for maintaining and
presenting financial information nor to relieve the corporation's independent
auditors from their responsibilities. The goal of the Audit Committee's
activities is to maintain free and open communications among the corporation's
directors, independent auditors, and internal financial management and
accounting staffs as a means of achieving full and fair financial disclosure.
The Company shall provide appropriate funding to be used as determined in
the discretion of the Audit Committee to provide for the payment of compensation
(i) to the Company's independent auditors in connection with the issuing of such
auditors' report upon the financial statements of the Company and (ii) to such
independent counsel or other advisers as may be deemed necessary or appropriate
by the Audit Committee in fulfilling its role hereunder.
Although it is expected that the Audit Committee will adopt flexible
policies and procedures in order to address changing conditions and concerns, it
is expected that the following tasks will be performed by the Audit Committee on
a recurring basis:
- The Audit Committee shall have a clear understanding with management and
the independent auditors that the independent auditors are ultimately
accountable to the board and the audit committee, as representatives of
the Company's shareholders. The Audit Committee shall have the ultimate
authority and responsibility to evaluate and, where appropriate, replace
the independent auditors. The Audit Committee shall discuss with the
auditors their independence from management and the Company and the
matters included in the written disclosures required by the Independence
Standards Board or as required by the Public Company Accounting Oversight
Board. The Audit Committee shall review in advance and authorize any
non-audit services to be performed by the Company's independent auditors
and in connection therewith shall evaluate the impact of such services on
the auditors' independence. Annually, the Audit Committee shall review
and recommend to the board the selection of the Company's independent
auditors.
- The Audit Committee shall discuss with management and the independent
auditors the overall scope and plans for the audit including the adequacy
of staffing and compensation. The Audit Committee shall discuss with
management and the independent auditors the adequacy and effectiveness of
the accounting and financial controls, including the Company's system to
monitor and manage business risk, and legal and ethical compliance
programs. The Audit Committee shall meet separately with the independent
auditors, with the Company's internal auditors and with internal
accounting personnel, with and without management present, to discuss the
results of their respective examinations. The Audit Committee shall
annually review the performance, staffing and resources of the Company's
internal audit staff.
- The Audit Committee shall review the interim financial statements with
management and the independent auditors prior to the filing of the
Company's Quarterly Report on Form 10-Q. The Audit Committee shall
discuss the results of the quarterly review and any other matters
required to be communicated to the committee by the independent auditors
under generally accepted auditing standards. The chairman of the Audit
Committee may represent the entire committee for the purposes of such
reviews.
- The Audit Committee shall review with management and the independent
auditors the financial statements to be included in the Company's Annual
Report on Form 10-K (or the annual report to shareholders if distributed
prior to the filing of Form 10-K), including their judgment about the
quality, not just acceptability, of accounting principles, the
reasonableness of significant judgments, and the clarity of the
disclosures in the financial statements. The Audit Committee shall
discuss the results of the annual audit and any other matters required to
be communicated to the committee by the independent auditors under
generally accepted auditing standards.
The Audit Committee shall establish procedures for (i) the receipt,
retention and treatment of complaints received by the Company regarding
accounting, internal accounting controls or auditing matters and (ii) the
confidential, anonymous submission by employees of the Company of concerns
regarding questionable accounting or auditing matters.
The Audit Committee shall report to the Board of Directors on its
activities not less frequently than quarterly and shall provide a summary report
for inclusion in the Company's proxy statement for its annual meeting in
accordance with applicable disclosure regulations.
(as amended and restated in May 2003)
PROXY
ALLIED HEALTHCARE PRODUCTS, INC.
ANNUAL MEETING OF STOCKHOLDERS - NOVEMBER 15, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF THE COMPANY
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement of Allied Healthcare Products, Inc. (the
"Company"), each dated October 13, 2003, and the Annual Report to Stockholders
on Form 10-K, for the fiscal year ended June 30, 2003, and appoints Earl R.
Refsland and Daniel C. Dunn as the proxies and attorneys-in-fact, with full
power of substitution on behalf and in the name of the undersigned at the 2003
Annual Meeting of Stockholders of the Company to be held on November 14, 2003 at
9:00 a.m., Central Time, at the Corporate Headquarters of Allied Healthcare
Products, Inc. 1720 Sublette, St. Louis, Missouri, and any adjournments thereof
with the same effect as if the undersigned were present and voting such shares,
on the following matters and in the following manner:
A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE
FOR all nominees WITHHOLD THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING "FOR"
listed at right AUTHORITY ALL NOMINEES LISTED IN PROPOSAL:
(except as marked to vote all nominees
to the contrary) listed at right
1. To elect the [ ] [ ] Nominees: Brent D. Baird
person listed James B. Hickey, Jr.
at right as Dr. William A. Peck
directors of the Earl S. Refsland
company to serve for a term of one year or until John D. Weil
their successors are elected and qualified.
2. To transact such other business as may properly come before the meeting
or any adjournment thereof, according to the proxies' discretion, and in
their discretion.
(INSTRUCTIONS: To withhold authority to vote PLEASE MARK THE FOLLOWING BOX
for any individual nominee, strike a line through IF YOU PLAN TO ATTEND THE MEETING [ ]
the nominee's name on the list at right.)
Signature ______________________________________________________________________________ Date _________________________
NOTE: Please sign exactly as your name appears on this proxy card. If stock is held jointly, both should sign.
When signing as attorney, executor, trustee or guardian, please give your full name.