QuickLinks-- Click here to rapidly navigate through this documentSCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
(RULE 14A-101)
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
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Definitive Proxy Statement
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Soliciting Material Pursuantmaterial pursuant to Section240.14a-12

CANTEL MEDICAL CORP.
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(Name§ 240.14a-12

Cantel Medical Corp.
(Name of Registrant as Specified In Itsin its Charter)

CANTEL MEDICAL CORP.
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(Name

Cantel Medical Corp.
(Name of Person(s) Filing Proxy Statement, if other thanStatement)
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CANTEL MEDICAL CORP.

Cantel Medical Corp.
150 CLOVE ROAD
LITTLE FALLS,Clove Road
Little Falls, NJ 07424

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NOTICE OF 20012004 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 29, 2002

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To Be Held On December 16, 2004
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of CANTEL
MEDICAL CORP.,Cantel Medical Corp. will be held at The Harmonie Club, 4 East 60th Street, New York, New York on Wednesday, May 29, 2002Thursday, December 16, 2004 at 2:10:00 p.m.a.m., eastern standard time, for the following purposes:
1.
To elect three (3) directors to serve a term of three years. (Proposal 1)

2.
To amend the CertificateCompany's 1997 Employee Stock Option Plan to increase the number of Incorporationshares reserved for issuance and available for grant thereunder from 2,000,000 to 2,500,000. (Proposal 2)

3.
To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company to increase the
authorized number of shares of Common Stock from 12,000,000 to 20,000,000
shares.for its fiscal year ending July 31, 2005. (Proposal 2)

3. 3)

4.
To act on any other matters that may properly be brought before the Meeting or any adjournment or postponement of the Meeting.
Only stockholders of record at the close of business on May 2, 2002November 15, 2004 are entitled to notice of, and to vote at, the Meeting or any adjournment or postponement thereof. A copy of the Company's Annual Report to Stockholders for the fiscal year ended July 31, 20012004 is being mailed to stockholders together with the mailing of this proxy statement and the enclosed proxy.
You are cordially invited to attend the Meeting. Whether or not you plan to attend, please act promptly to vote your shares on the proposals described above. You may vote your shares by completing, signing, and dating the enclosed proxy card and returning it as promptly as possible in the enclosed postage-paid envelope. You may revoke your proxy in the manner described in this proxy statement at any time before it has been voted at the Meeting.
If you attend the Meeting, you may revoke your prior proxy and vote your shares in person if you wish.

By order of the Board of Directors

Darwin C. Dornbush
SECRETARY

By order of the Board of Directors

/s/ DARWIN C. DORNBUSH

Darwin C. Dornbush
Secretary
Little Falls, New Jersey
May 3, 2002

CANTEL MEDICAL CORP.

November 22, 2004
Cantel Medical Corp.
150 CLOVE ROAD
LITTLE FALLS,Clove Road
Little Falls, NJ 07424

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PROXY STATEMENT

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The enclosed
Your proxy is solicited by the Board of Directors of Cantel Medical Corp. for use at the Annual Meeting of Stockholders to be held on Wednesday,
May 29, 2002Thursday, December 16, 2004 at 2:10:00 p.m.a.m., eastern standard time, at The Harmonie Club, 4 East 60th Street, New York, New York, and at any and all adjournments or postponements thereof. This Proxy Statement and form of proxy are being mailed to stockholders on or about May 3, 2002.November 22, 2004.
As of May 2, 2002,November 15, 2004, the record date fixed for the determination of stockholders entitled to notice of and to vote at the Meeting, there were 6,104,7999,776,786 outstanding shares of Common Stock,common stock, which is the only outstanding class of voting securities of the Company. Each outstanding share of Common
Stockcommon stock is entitled to one vote on each matter to be voted upon.
Properly executed proxies will be voted in accordance with the instructions indicated in such proxies. If no instructions are indicated, such proxies will be voted for the election of each of the three managementBoard nominees for election as directors and in favor of the other proposals described herein.
The Board of Directors does not intend to present at the Meeting any matters other than those set forth in this Proxy Statement, nor does the Board know of any other matters which may come before the Meeting. However, if any other matters are properly presented, it is the intention of the persons named in the enclosed proxy to vote it in accordance with their judgment.
IT IS DESIRABLE THAT AS LARGE A PERCENTAGE AS POSSIBLE OF THE STOCKHOLDERS' INTERESTS BE REPRESENTED AT THE MEETING. THEREFORE, EVEN IF YOU INTEND TO BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO SIGN AND RETURN THE ENCLOSED PROXY TO ENSURE THAT YOUR STOCK WILL BE REPRESENTED. ANY PROXY GIVEN PURSUANT TO THIS
SOLICITATION MAY BE REVOKED AT ANY TIME PRIOR TO ITS USE AT THE MEETING, BY
DELIVERY TO THE SECRETARY OF THE COMPANY OF A WRITTEN NOTICE OF REVOCATION, BY
SUBMISSION OF A LATER DATED AND PROPERLY EXECUTED PROXY, OR BY VOTING IN PERSON
AT THE MEETING. ATTENDANCE AT THE MEETING WILL NOT, IN AND OF ITSELF, CONSTITUTE
A REVOCATION OF A PROXY.Any proxy given pursuant to this solicitation may be revoked at any time prior to its use at the Meeting, by delivery to the Secretary of the Company of a written notice of revocation, by submission of a later dated and properly executed proxy, or by voting in person at the Meeting. Attendance at the Meeting will not, in and of itself, constitute a revocation of a proxy.
Only stockholders of record at the close of business on May 2, 2002November 15, 2004 will be entitled to vote at the Meeting or any adjournment or adjournments thereof.
The Company's by-laws provide that stockholders holding one-thirda majority of the outstanding shares of Common Stockcommon stock entitled to vote shall constitute a quorum at meetings of the stockholders. Shares represented in person or by proxy as to any matter will be counted toward the fulfillment of a quorum. The vote of a plurality of the votes cast in person or by proxy is necessary for the election of directors. The affirmative vote of the holders of a majority of all the outstanding shares of Common Stockcommon stock present, in person or represented by proxy, and entitled to vote at the meeting is necessary for the approval of Proposal 2.Proposals 2 and 3. Votes at the Annual Meeting will be tabulated by an independent inspector of election appointed by the Company or the Company's transfer agent.
Brokers holding shares for beneficial owners must vote those shares according to the specific instructions they receive from beneficial owners. If specific instructions are not received, brokers may vote those shares in their discretion, depending on the type of proposal involved. The Company believes that, in accordance with New York Stock Exchange ("NYSE") rules applicable to such voting by brokers, brokers will have discretionary authority to vote with respect to any shares as to which no instructions are received from beneficial owners with respect to the election of directors and Proposal 3. Shares as to which brokers have not exercised such discretionary authority or received instructions from beneficial owners are considered "broker non-votes." Broker "non-votes" are not included in the tabulation of the voting results on the election of directors or issues requiring approval of the majority of the votes present and, therefore, do not have the effect of votes in opposition in such tabulations.

An abstention from voting on a matter or a Proxy instructing that a vote be withheld has the same effect as a vote against a matter since it is one less vote for approval.
As the affirmative vote of a plurality of votes cast is required for the election of directors, abstentions and "broker non-votes" will have no effect on the outcome of such election. As the affirmative vote of a majority of all of
the issued and outstanding shares of Common Stockcommon stock present in person or represented by proxy is required

1
for the approval of ProposalProposals 2 abstentions and "broker non-votes"3, an abstention will have the same effect as a negative votes.

vote, but "broker non-votes" will have no effect on the outcome of the vote.

PROPOSAL 1

ELECTION OF DIRECTORS

GENERAL

Three directors
General
The Company's Amended and Restated Certificate of Incorporation and by-laws provide that the Company are toBoard of Directors shall be elected at the Annual Meeting to
servedivided into three classes, with each class having a three-year term expiring at the 2004 Annual Meetingthree year term. The Board is currently composed of Stockholders and
until their respective successors have been duly elected and qualified.nine members. Management has nominated Charles M. Diker, Alan J. Hirschfield and Bruce Slovin for election as directors. Unless authority to vote for the election of management's nominees is withheld, the enclosedeach proxy received will be voted for the election of said nominees.nominees as directors to serve until the 2007 Annual Meeting of Stockholders and until his successor shall be duly elected and qualified. Each of the nominees currently serves as a director of the Company, and has consented to be named a nominee in the Proxy Statement and to continue serving as a director if elected. While management has no reason
to believe that any
Directors are elected by a plurality of the nomineesvotes present in person or represented by proxy and entitled to vote at the meeting. Should any nominee become unable or unwilling to accept a nomination for election, the persons named in the enclosed proxy will not be available as a candidate, should
such situation arise, proxies given to management will be votedvote for the election of anothersuch substitute nominee as the Board may propose.
Set forth below is biographical information for each person nominated and each person whose term of office as a director.

NOMINEES FOR DIRECTORS

TERMS EXPIRING AT 2004 DIRECTOR
ANNUAL MEETING OF STOCKHOLDERS AGE SINCE
- ------------------------------ -------- --------
director will continue after the Annual Meeting. Six of the Company's nine directors are "independent," as defined in the applicable rules and regulations for companies traded on the NYSE.
Nominees for Election for a Three-Year Term
Expiring at the 2007 Annual Meeting
Name of Nominee
Age Principal Occupation Director
Since
Charles M. Diker 69 Chairman of the Board of the Company and managing partner of Diker Management LLC 1985

Alan J. Hirschfield
69
Vice Chairman of the Board of the Company, private investor and consultant
1986

Bruce Slovin
68
President of 1 Eleven Associates, LLC
1986Charles M. Diker ........................................... 67 1985
Chairman of the Board of the Company and Private Investor

Alan J. Hirschfield ........................................ 66 1986
Vice Chairman of the Board of the Company, Private
Investor and Consultant

Bruce Slovin ............................................... 66 1986
President of 1 Eleven Associates, LLC

DIRECTORS WHOSE TERMS OF OFFICE CONTINUE

TERMS EXPIRING AT 2003 DIRECTOR
ANNUAL MEETING OF STOCKHOLDERS AGE SINCE
- ------------------------------ -------- --------

Darwin C. Dornbush, Esq. ................................... 72 1963
Partner in the law firm of Dornbush Mensch Mandelstam &
Schaeffer, LLP

Morris W. Offit ............................................ 65 1986
Chairman and Chief Executive Officer of Offit Hall Capital
Management, LLC

John W. Rowe, M.D. ......................................... 57 1998
Chairman, President and CEO of Aetna Inc.

TERMS EXPIRING AT 2002 DIRECTOR
ANNUAL MEETING OF STOCKHOLDERS AGE SINCE
- ------------------------------ -------- --------

James P. Reilly ............................................ 61 1989
President and Chief Executive Officer of the Company

Robert L. Barbanell ........................................ 71 1994
President of Robert L. Barbanell Associates, Inc.

Joseph M. Cohen ............................................ 64 2000
Chairman of JM Cohen & Co., L.L.C.

Fred Shapiro, M.D. ......................................... 67 2001
Retired Physician

BUSINESS EXPERIENCE OF DIRECTORS

Mr. Diker has served as Chairman of the Board of the Company since April 1986. He1986 and is currently acts as anmanaging partner of Diker Management LLC, a registered investment adviser. Mr. Diker is also a director of International Specialty ProductsLoews Corporation (NYSE), a specialty chemicalholding company whose subsidiaries include a property, casualty and life insurance company, a tobacco company, a hotel chain, an offshore oil and gas drilling company, and Chyron Corporation (OTC), a supplier of graphics for the television industry.

Mr.watch company.
Alan J. Hirschfield has served as Vice Chairman of the Board of the Company since January 1988. He is currently a private investor and consultant. From July 1992 to February 2000, Mr. Hirschfield

served as Co-Chairman and Co-Chief Executive Officer of Data Broadcasting Corp. (NASDAQ), a communication services and technology company. Mr. Hirschfield is also a director of Interactive Data Corp. (formerly Data Broadcasting Corp.) as well as Chyron Corporation (OTC), a
supplier of graphics for the television industry, J NET Enterprises, Inc.
(NYSE), an internet venture investor, and Carmike Cinemas, (OTC)Inc. (NASDAQ), a national theater chain.

Mr. Barbanell has served as President of Robert L. Barbanell Associates,chain, Peregrine Systems, Inc. (OTC), a financial consulting company, since July 1994. Mr. Barbanell is also
Chairmanprovider of the Boardasset and a director of Pride International, Inc.service management software solutions, and Leucadia National Corp. (NYSE), an oil
drilling contractor.

Mr. Cohen has served as Chairman of JM Cohen & Co., L.L.C., a family
investment group, since February 2000. From July 1998 until February 2000, Mr.
Cohen was Chairman of SG Cowen Securities Corp., a securities firm. From June
1967 until July 1998, Mr. Cohen was Managing Partnerholding company whose subsidiaries include telecommunications, healthcare services, banking, manufacturing, real estate activities, winery operations and Chairman of Cowen &
Company, a researchproperty and investment banking firm.

Mr. Dornbush has served as Secretary of the Company since July 1990. He has
been a partner in the law firm of Dornbush Mensch Mandelstam & Schaeffer, LLP,
which has been general counsel to the Company for more than the past five years.
Mr. Dornbush is also a director of Benihana, Inc. (NASDAQ), a company which
operates Japanese restaurants.

Mr. Offit has served as Chairman and Chief Executive Officer of Offit Hall
Capital Management, LLC, since April 2002. From July 1990 to December 2001, Mr.
Offit was Chief Executive Officer of Offitbank (a Wachovia company), a limited
purpose trust company chartered by the New York State Banking Department. Mr.
Offit is a Trustee of Johns Hopkins University where he served as Chairman of
the Board of Trustees from 1990 through 1996.

Mr. Reilly has served as President and Chief Executive Officer of the
Company since June 1989. Mr. Reilly is a certified public accountant.

Dr. Rowe has served as Chairman, President and CEO of Aetna Inc. since
September 2000. From July 1998 until September 2000, Dr. Rowe was President and
Chief Executive Officer of Mount Sinai NYU Health. From July 1988 until July
1998, Dr. Rowe was President of the Mount Sinai Hospital.

From July 1988 until July 1999, Dr. Rowe was President of the Mount Sinai School
of Medicine. He also serves as a Professor of Medicine and of Geriatrics at the
Mount Sinai School of Medicine.

Dr. Shapiro served as a consultant to Hennepin Faculty Associates, a
non-profit organization involved in medical education, research and patient
care, from July 1995 to June 1999, President of Hennepin Faculty Associates from
January 1984 to June 1995, and Medical Director of the Regional Kidney Disease
Program from July 1966 to January 1984. He has also been a Professor of Medicine
at the Hennepin County Medical Center and the University of Minnesota from July
1976 to the present. Prior to the merger with Cantel, Dr. Shapiro served as a
director of Minntech since 1982.

Mr.casualty reinsurance.
Bruce Slovin has served as President of 1 Eleven Associates, LLC, a private investment firm, since January 2000. From 1985 until December 2000, Mr. Slovin served aswas the President and a director of MacAndrews & Forbes Holdings Inc. and Revlon Group, Inc., privately held industrial holding companies. Mr. Slovin is a director of M&F Worldwide Corp. (NYSE), a manufacturer of licorice extract and flavorings and Sentigen Holding Corp. (NASDAQ), a manufacturerbiomedical research company.
The Board Recommends a Vote "For" The Nominees Listed Herein
Directors Continuing in Office Until the 2005 Annual Meeting
Name of Director
Age Principal Occupation Director
Since
James P. Reilly 64 President and Chief Executive Officer of the Company 1989

Robert L. Barbanell
74
President of Robert L. Barbanell Associates, Inc.
1994

Joseph M. Cohen
67
Chairman of JM Cohen & Co., L.L.C.
2000James P. Reilly has served as President and supplier of movie cameras and similar
technologies for the feature film industry, Daxor Corporation (AMEX), the
developer and manufacturerChief Executive Officer of the Blood Volume Analyzer, and Youthstream Media
(Nasdaq)Company since June 1989. Mr. Reilly is a certified public accountant.
Robert L. Barbanell has served as President of Robert L. Barbanell Associates, Inc., a financial consulting company, since July 1994. Mr. Barbanell is also a director of Pride International, Inc. (NYSE), an integrated media, marketing, promotionsoil drilling contractor.
Joseph M. Cohen has served as Chairman of JM Cohen & Co., L.L.C., a family investment group, since February 2000. From July 1998 until February 2000, Mr. Cohen was Chairman of SG Cowen Securities Corp., a securities firm.
Directors Continuing in Office Until the 2006 Annual Meeting
Name of Director
Age Principal Occupation Director
Since
Darwin C. Dornbush, Esq 74 Partner in the law firm of Dornbush Schaeffer Strongin & Weinstein, LLP 1963

Spencer Foreman, M.D
69
President of Montefiore Medical Center
2003

Alan R. Batkin
60
Vice Chairman of Kissinger Associates, Inc.
2004Darwin C. Dornbush has served as Secretary of the Company since July 1990. He has been a partner in the law firm of Dornbush Schaeffer Strongin & Weinstein, LLP, which has been general counsel to the Company for more than the past five years. Mr. Dornbush is also a director of Benihana, Inc. (NASDAQ), a company which operates Japanese restaurants and retail company.

COMMITTEES AND MEETINGS

The CompanyLevitt Corporation (NYSE) a commercial and residential property developer.

Dr. Spencer Foreman has an Audit Committeeserved as president of Montefiore Medical Center in New York City, one of the largest academic medical centers in the United States, since 1986. He is a member and past chairman of the Board of Directors consistingGovernors of Messrs. Barbanell (Chairman), Offitthe Greater New York Hospital Association and Slovin, all of whom have been determined
by the Board of Directors of the League of Voluntary Hospitals. Dr. Foreman also serves as chairman of the board of Biomedical Research Alliance of New York.
Alan R. Batkin has served as Vice Chairman of Kissinger Associates, Inc., a geopolitical consulting firm which advises multi-national companies, since May 1990. Mr. Batkin is also a director of Hasbro, Inc. (NYSE), a toy and game design, manufacturing and distribution company, Overseas Shipholding Group, Inc. (NYSE), a company that operates oceangoing bulk cargo vessels, and Diamond Offshore Drilling, Inc. (NYSE), an oil and gas offshore drilling company.
Corporate Governance
The Company seeks to be independent (as independencefollow best practices in corporate governance in a manner that is definedin the best interests of its business and stockholders. The Company's current corporate governance principles, including the Corporate Governance Guidelines and the Code of Business Conduct and Ethics, are available on the Company's website under the NASDAQ listing standards)"Cantel Medical Corp. Corporate Governance" link atwww.cantelmedical.com. AllThe Company is in compliance with the memberscorporate governance requirements imposed by the Sarbanes-Oxley Act of 2002, the audit committee are
financially literate,Securities and at least one member has accountingExchange Commission ("SEC") and financial
management expertise.the NYSE. The primary functions of the Audit Committee areCompany will continue to recommend the appointmentreview its policies and practices to meet ongoing developments in this area. Aspects of the Company's independent auditors, to review the
overall scope of the audit, the Company's financial statements and the
independent auditors' report, and to meet with the Company's financial
management and its independent auditors to satisfy itself of the adequacy of the
Company's internal controls. The full Audit Committee held two meetings during
fiscal 2001 at which all members of the committee were present. The chairman of
the Audit Committee held three additional meetings with the Company's financial
management and its independent auditors prior to filing the Company's Quarterly
Reports on Form 10-Q for the purpose of reviewing such reports.

The Company has a Compensation Committee of the corporate governance principles are discussed throughout this Proxy Statement.
Board of Directors
consisting of Messrs. Hirschfield (Chairman), Barbanell and Cohen. Mr. Cohen was
appointed to the Compensation Committee on October 10, 2001. The primary
functions of the Compensation Committee are the establishment of compensation
policies and to consider and make recommendations to the Board concerning
compensation to the Company's senior management. The Compensation Committee held
one meeting during fiscal 2001 at which all members of the committee attended.Meetings; Committees
The Board of Directors of the Company held sevenfive meetings during the fiscal year ended July 31, 2001. Except for Mr. Offit, who did not attend four of the
Board meetings, and Mr. Hirschfield and Dr. Rowe, each of whom did not attend
three of the Board meetings, no2004. No incumbent director attended fewer than 75% of the aggregate of (i) the total number of meetings of the Board (held during the period for which he has been a director) and (ii) the total number of meetings held by all committees of the Board on which he served (during the periodsperiod that he served).
A majority of the directors of the Board must meet the criteria for independence as established by the Board in accordance with the NYSE rules. The NYSE rules provide that a director will not qualify as independent unless the Board affirmatively determines that the director has no material relationship with the Company. As permitted by the NYSE rules, the Board has adopted, upon the recommendation of the Nominating and Governance Committee, a set of categorical standards to form the basis for the Board's independence determinations. These Categorical Standards for Director Independence are included as Annex A to this proxy statement and are also contained in the Company's Corporate Governance Guidelines which may also be found on the Company's website under the "Cantel Medical Corp. Corporate Governance" link atwww.cantelmedical.com. The Board of Directors has determined that each of the following directors is "independent" within the NYSE definition of "independence": Robert L. Barbanell, Alan R. Batkin, Joseph M. Cohen, Spencer Foreman, M.D., Alan J. Hirschfield and Bruce Slovin.
Under the Company's Corporate Governance Guidelines, the Chairman of the Nominating and Governance Committee is required to schedule regular executive sessions where non-management directors meet without management participation. If the non-management directors include any non-independent directors, the independent directors are required to schedule a meeting in executive session at least once annually. The non-management directors annually select a non-management director to preside at each executive session. Only a non-management director who is also independent under the NYSE Rules will preside at an executive session of the independent directors.

The Board of Directors has approved a policy for stockholder communications whereby stockholders may contact the Board of Directors or any Committee or individual director though a link under "Investor Relations" on the Company's website atwww.cantelmedical.com. The link will direct the stockholder to an outside vendor or an employee of the Company who will be responsible for processing the correspondence. The outside vendor or Company employee will forward appropriate stockholder communications to the Company's Audit Committee who will then distribute the correspondence to the appropriate directors. Stockholders are also welcome to communicate directly with the Board of Directors at its Annual Meeting of Stockholders. As a matter of policy, members of the Board of Directors are requested to make every reasonable effort to attend the Annual Meeting of Stockholders. Six Directors attended the Company's 2003 Annual Stockholders Meeting.
The Board of Directors has three standing committees: the Audit Committee, the Compensation and Stock Option Committee (the "Compensation Committee") and the Nominating and Governance Committee. All of the members of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee are independent directors within the definition in the NYSE listing standards. Each of the Committees has the authority to retain independent advisors and consultants, with all fees and expenses to be paid by the Company. The Board-approved charters of each of the Board committees are available on the Company's website under the "Cantel Medical Corp. Corporate Governance" link atwww.cantelmedical.com. In addition, copies of the charters will be provided free of charge upon written request addressed to the Assistant Secretary of the Company at the Company's principal executive offices.
Audit Committee. The Company has an Audit Committee of the Board of Directors consisting of Messrs. Barbanell (Chairman), Batkin and Slovin, all of whom have been determined by the Board of Directors to be independent, within the meaning of Securities Exchange Act Rule 10A-3 and the NYSE listing standards. All of the Audit Committee members are financially literate, and at least one member has accounting and financial management expertise. The Board has determined that Mr. Barbanell qualifies as an "audit committee financial expert" for purposes of the SEC's rules.
The Audit Committee performs the following functions: (1) assisting the Board in fulfilling its oversight responsibilities with respect to (a) the integrity of the Company's financial statements, (b) the Company's compliance with legal and regulatory requirements, (c) the independent registered public accounting firm's qualifications and independence, and (d) the performance of the Company's internal audit function and independent registered public accounting firm and (2) preparing a report in accordance with the rules of the SEC to be included in the Company's annual proxy statement.
The Audit Committee held six meetings during fiscal 2004, of which three were meetings held prior to the filing of the Company's Quarterly Reports on Form 10-Q for the purpose of reviewing such reports. Only the Committee Chairman is required to attend (although the other members of the Committee may attend) meetings in connection with the review of the Company's Quarterly Reports pursuant to the Audit Committee Charter.
Compensation Committee. The Company has a Compensation Committee of the Board of Directors consisting of Messrs. Hirschfield (Chairman), Cohen and Dr. Foreman. The Compensation Committee performs the following functions: (1) discharging the Board's responsibilities relating to compensation of the Company's executive officers; (2) producing an annual report on executive compensation for inclusion in the Company's proxy statement in accordance with applicable rules and regulations; and (3) administering the Company's stock option plans in accordance with the terms of such plans.
The Compensation Committee did not hold any formal meetings during fiscal 2004; however, it had several telephonic meetings regarding the compensation of the Company's President and Chief Executive Officer.

Nominating and Governance Committee. The Company has a Nominating and Governance Committee of the Board of Directors consisting of Messrs. Slovin (Chairman), Barbanell and Cohen. The Committee performs the following functions: (1) identifying individuals qualified to become Board members, consistent with criteria approved by the Board and recommending that the Board select the director nominees for the next annual meeting of stockholders; (2) developing and recommending to the Board the Corporate Governance Guidelines applicable to the Company; and (3) overseeing evaluation of the Board and management.
The Nominating and Governance Committee was formed in October 2003 and held one meeting during fiscal 2004.
The Nominating and Governance Committee has established a process for identifying and evaluating nominees for director. Although the Committee will consider nominees recommended by stockholders, the Committee believes that the process it utilizes to identify and evaluate nominees for director is designed to produce nominees that possess the educational, professional, business and personal attributes that are best suited to further the Company's purposes. The Board of Directors does not believe that it is necessary for the Company to have a nominating committee.

DIRECTOR COMPENSATIONpolicy regarding the consideration of candidates recommended by stockholders as any interested person may make such recommendations and all recommended candidates will be considered using the criteria set forth in the Company's Corporate Governance Guidelines.
The Nominating Committee will consider, among other things, the following factors to evaluate recommended nominees: the Board's current composition, including expertise, diversity, balance of management and non-management directors, independence and other qualifications required or recommended by applicable laws, rules and regulations (including NYSE requirements) and Company policies or procedures. The Committee will also consider the general qualifications of potential nominees, including, but not limited to personal integrity; loyalty to the Company and concern for its success and welfare; experience at strategy/policy setting level; high-level leadership experience in business or administrative activity; breadth of knowledge about issues affecting the Company; an ability to work effectively with others; sufficient time to devote to the Company; and freedom from conflicts of interest.
Director Compensation
During fiscal 2001,2004, Directors who were not officers of the Company were paid a $2,500$10,000 annual fee and $1,000 per Board meeting attended, plus expenses. The $10,000 annual fee was increased to $12,500 for fiscal 2005. In addition, Directors who served as chairmenthe chair of the Audit Committee, the Compensation Committee and Compensationthe Nominating and Governance Committee were paid $1,000 per meeting attended, and the other

non-employee Directors who served on the committees were paid $750 per meeting attended. The Chairman of the Audit Committee is paid an additional director's fee of $10,000 per year. The 1998 Directors' Stock Option Plan (the "Directors' Plan") provides for an automatic grant of options to purchase 15,000 shares of common stock to persons who become non-employee directors of the Company. The options are exercisable in three equal annual installments commencing on the date of the grant. The Directors' Plan further provides for the automatic grant to each of the Company's directors of an option to purchase 1,500 shares of common stock on the last business day of the Company's fiscal year. In addition, an option to purchase 750 shares of common stock is granted automatically on the last business day of each fiscal quarter to each non-employee director provided that the director attended any regularly scheduled meeting of the Board, if any, held during such quarter.

PROPOSAL 2

APPROVAL OF AMENDMENT TO THE
1997 EMPLOYEE STOCK OPTION PLAN
In October 1997, the Company adopted the 1997 Employee Stock Option Plan (the "Employee Plan") under which the Company may, from time to time, issue options exercisable for shares of common stock. As amended, the Employee Plan authorizes the grant of options to purchase 2,000,000 shares. The Board of Directors has adopted an amendment to the Employee Plan to increase the number of shares of common stock reserved for issuance to 2,500,000 shares. Adoption of such amendment requires stockholder approval. A copy of the Employee Plan, as amended to include this proposal, is attached hereto as Annex B.
The Employee Plan is administered in all respects by the Company's Compensation Committee. The Compensation Committee may determine the employees to whom options are to be granted and the number of shares subject to each option. Under the terms of the Employee Plan, all employees of the Company or subsidiaries of the Company are eligible for option grants. Options under the Employee Plan are granted to recruit and retain qualified personnel, as an incentive for future performance, and to reward past performance.
The Employee Plan permits the grant of options that qualify as incentive stock options ("ISOs") within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), as well as the grant of non-ISOs. The option exercise price of options granted under the Employee Plan is fixed by the Compensation Committee but, in the case of ISOs, must be no less than 100% of the fair market value of the shares of common stock subject to the option at the time of grant, except that in the case of an employee who possesses more than 10% of the total combined voting power of all classes of stock of the Company or its subsidiaries (a "10% Holder"), the exercise price for ISOs must be no less than 110% of said fair market value. Options may be exercised by the payment in full in cash or by tendering shares of the Company's common stock having a fair market value, as determined by the Compensation Committee, equal to the option exercise price. Options granted under the Employee Plan may not be exercised more than ten years after the date of grant, five years in the case of an ISO granted to a 10% Holder.
As of November 15, 2004, options to purchase 1,005,061 shares were outstanding under the Employee Plan and 389,673 shares are available for future grants. The number of shares is subject to adjustment on account of stock splits, stock dividends and other dilutive changes in the common stock. Shares of common stock covered by unexercised stock options that expire, terminate, or are cancelled are available for option grant under the Employee Plan.
All awards under the Employee Plan will be granted at the discretion of the Company's Compensation Committee, and, accordingly, are not yet determinable. Information concerning stock option grants to the Company's executive officers under the Employee Plan is set forth under "Stock Options" beginning on page 17 of this Proxy Statement.
Income Tax Consequences:
The principal U.S federal income tax consequences of the granting of options will be as follows:
(a) ISO's: The Employee Plan provides that the aggregate fair market value (determined at the time of option grant) of stock with respect to which ISOs become exercisable by the optionee for the first time in any calendar year under all of the stock option plans of the Company or any of its subsidiaries cannot exceed $100,000. ISO tax treatment is denied by the Code to any options in excess of such dollar limits.

The granting of an ISO results in no federal income tax consequences to the optionee. No income is recognized by the optionee upon the exercise of an ISO. However, for purposes of the alternative minimum tax only, the amount by which the fair market value of the option shares at the time of ISO exercise exceeds the option exercise price (the "Option Spread") will be an item of tax preference for purposes of the federal alternative minimum tax and thus the Option Spread may be subject to the alternative minimum tax unless the shares are disposed of in a Disqualifying Disposition (as defined below) in the year of exercise. If the optionee is subject to the alternative minimum tax in the year of the option exercise, the shares purchased upon the exercise of the ISO will generally have a tax basis equal to their fair market value at the time of ISO exercise only for purposes of computing gain or loss on a subsequent disposition of the option shares under the alternative minimum tax. If instead the optionee is subject to the regular tax in the year of the disposition of his or her option shares, the shares purchased upon the exercise of an ISO will have a tax basis (for purposes of calculating gain or loss on such disposition under the regular tax) equal to their ISO exercise price. Each optionee should consult his or her tax advisor as to the application of the alternative minimum tax to the exercise of ISOs and the disposition of shares acquired thereby.
The Internal Revenue Service (the "IRS") recently announced that it will not apply income tax withholding obligations on the employer or assess FICA or FUTA taxes (on either the employee or the employer) with respect to the Option Spread upon the exercise of an ISO until at least two years after final regulations with respect thereto have been issued by the IRS.
If the shares purchased upon the exercise of an ISO are disposed of by the optionee (other than by transfer to his or her estate, executor, administrator or heir by reason of his or her death) neither (a) within the two-year period following the grant of the option nor (b) within the one-year period following the issuance of the shares to the optionee, then upon such disposition, any excess of the sale price of the shares over the option exercise price will constitute capital gain to the optionee. If the optionee disposes of the shares within such two-year period or one-year period (other than by transfer to his or her estate, executor, administrator or heir by reason of his or her death) (a "Disqualifying Disposition"), the optionee will generally recognize in the year of the disposition (i) ordinary income to the extent of the difference between the exercise price and the lesser of (a) the fair market value of the shares on the date the ISO is exercised, or (b) the amount realized on the disposition of the shares, and (ii) short term capital gain to the extent of any excess of the amount realized on the disposition over the fair market value of the shares on the date the ISO is exercised.
If the optionee pays the option exercise price by surrendering to the Company shares of its stock, the optionee will generally not recognize any gain or loss with respect to the surrender of such shares to the Company. (But see the discussion above relating to the alternative minimum tax and the discussion below relating to surrendered shares that were acquired upon the exercise of an ISO.) The optionee will have the following tax basis in the shares acquired on the exercise of the ISO: as to the number of shares acquired that equals the number of shares surrendered, the optionee's tax basis will be equal to the tax basis of the shares surrendered and the optionee will have a carryover holding period for purposes of determining any gain or loss on a sale of those shares; as to the balance of the shares received on the option exercise, the optionee will have a tax basis equal to the cash, if any, paid by him to the Company upon the exercise of the option and a holding period (for purposes of determining gain or loss on a sale of those shares) that begins on the date of option exercise. As to all of the shares acquired on the exercise of the option, a new two-year period and one-year period (referred to above) will be determined based on the date of option exercise.
However, if the surrendered shares were themselves acquired by the optionee upon the exercise of an ISO and the surrender of such shares occurs within the two-year period or one-year period referred to above, the optionee will generally recognize ordinary income in the year of the surrender to the extent that the fair market value of the surrendered shares on the date they were acquired exceeds the optionee's tax basis with respect to such shares. At the present time, the IRS has proposed that the

Company will have no income tax withholding obligation with respect to this income but may have an obligation to report this income on a periodic filing to the IRS. The optionee will have the following tax basis in the shares acquired on the exercise of the ISO: as to the number of shares acquired that equals the number of shares surrendered, the optionee's tax basis will be equal to the tax basis of the shares surrendered and the optionee will have a carryover holding period for purposes of determining any gain or loss on a sale of those shares; as to the balance of the shares received on the option exercise, the optionee will have a tax basis equal to the cash (if any) paid by him to the Company upon the exercise of the option plus any compensation income reported by him with respect to the Disqualifying Disposition, and a holding period (for purposes of determining gain or loss on a sale of those shares) that begins on the date of option exercise. As to all of the shares acquired on the exercise of the option, a new two-year period and one-year period (referred to above) will be determined based on the date of option exercise.
In general, the federal income tax consequences to the Company of the grant and exercise of ISOs under the Employee Plan and the sale of shares purchased on the exercise of ISOs are as follows: The grant of an ISO results in no federal income tax consequences to the Company. But see the discussion above relating to income tax withholding and FICA and FUTA taxes with respect to the Option Spread upon the exercise of an ISO. In any year in which the optionee recognizes ordinary income (as a result of a Disqualifying Disposition of the shares), the Company is entitled to a corresponding income tax deduction, assuming such compensation to the optionee is reasonable in amount and any required withholding and reporting obligations are satisfied by the Company. Notwithstanding the foregoing, Section 162(m) of the Code limits the tax deduction which the Company may take for otherwise deductible compensation payable to certain executive officers of the Company to the extent that compensation paid to such an officer for any year exceeds $1 million, unless such compensation is performance-based, is approved by the Company's stockholders and meets certain other criteria. Although the Company intends that the Employee Plan will satisfy the requirements that option grants thereunder be considered performance-based for purposes of Section 162(m) of the Code, there can be no assurance such awards will satisfy such requirements.
(b) Non-ISO's: There is no limit on the aggregate fair market value of stock covered by options that do not qualify as ISO's that may be granted to an individual in any year or on the aggregate fair market value of non-ISO's that first become exercisable in any year. Generally, no taxable income will be recognized by the optionee and no income tax deduction will be allowed to the Company upon the grant of a non-ISO. Upon the exercise of a non-ISO, the optionee will realize an amount of ordinary income equal to the excess of the fair market value of the shares at the time of exercise over the option exercise price (even though the optionee will have received no cash), and the Company will be entitled to an income tax deduction in the same amount, subject to the reasonableness of the compensation and the fulfillment by the Company of any required reporting and withholding obligations, and subject further to the limitations of Section 162(m) of the Code (which are described above). Any difference between (i) the greater of (a) the fair market value of the shares at the time of option exercise, or (b) the option exercise price, and (ii) amount realized by the optionee on the disposition of the shares will be taxable as capital gain or loss (short-term or long-term, as the case may be).
With respect to employees of the Company, the Company will be obligated to withhold income taxes and the employee's share of FICA taxes, and to pay the employer's share of such taxes, at the time of the exercise of a non-ISO.
(c) The Employee Plan is not a "qualified" stock bonus, pension or profit-sharing plan within the meaning of Section 401 of the Code.

The principal state, local and foreign income tax consequences of the issuance and exercise of options, and subsequent stock dispositions, are discussed below:
State, local and foreign income tax consequences may, depending on the jurisdiction, differ from the federal income tax consequences of the granting and exercise of an option and any later sale by the optionee of his or her option stock. There may also be, again depending on the jurisdiction, transfer or other taxes imposed in connection with a disposition, by sale, bequest or otherwise, of option stock. Optionees should consult their personal tax advisors with respect to the specific state, local, foreign and other tax consequences to them of option grants, option exercises and stock dispositions.
The Board of Directors is of the opinion that adoption of the amendment to the Employee Plan is in the best interests of the Company in that it will aid the Company in recruiting and retaining qualified personnel. Options granted under the Employee Plan enable the Company to provide an incentive to Employees for future performance of employees and to reward employees for past performance. In addition, the Employee Plan makes it possible to offer the Company's employees an opportunity to acquire stock of the Company and thereby increase their proprietary interest in the Company's success.
The Board Recommends a Vote in Favor of Proposal 2

PROPOSAL 3

RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has selected Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending July 31, 2005 and has further directed that management submit the selection of the independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. The Audit Committee has considered whether the provision of non-audit professional services rendered by Ernst & Young LLP, as discussed in the section entitled "Independent Registered Public Accounting Firm" below and disclosed elsewhere in this proxy statement, is compatible with Ernst & Young maintaining their independence. Ernst & Young LLP has audited the Company's financial statements for the past fifteen years. A representative of Ernst & Young LLP is expected to be present at the Annual Meeting, will have an opportunity to make a statement if he so desires, and will be available to respond to appropriate questions.
Stockholder ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm is not required by the Company's by-laws or otherwise; however, the Board is submitting the selection of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.
The Board Recommends a Vote in Favor of Proposal 3

TRANSACTION OF OTHER BUSINESS
The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.

OWNERSHIP OF SECURITIES
The following table sets forth stock ownership information as of November 15, 2004 concerning (i) each director and persons nominated to become directors of the Company, (ii) each person (including any "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934) who is known by the Company to beneficially own more than five (5%) percent of the outstanding shares of the Company's common stock, (iii) the Chief Executive Officer and the other executive officers named in the Summary Compensation Table below, and (iv) the Company's executive officers and directors as a group:
Shares Beneficially Owned(1)
Name and Address
of Beneficial Owners
Position with the Company Number Percent of Total
Charles M. Diker
150 Clove Road
Little Falls, NJ 07424 Chairman of the Board and Director 1,428,799 (2) 14.3 %

Alan J. Hirschfield
Vice Chairman of the Board and Director
244,499
(3)
2.5
%

Robert L. Barbanell
Director
72,903
(4)
*

Alan R. Batkin
Director
14,750
(5)
*

Joseph M. Cohen
Director
52,250
(6)
*

Darwin C. Dornbush, Esq.
Secretary and Director
36,750
(7)
*

Spencer Foreman, M.D.
Director
13,000
(8)
*

James P. Reilly
President and CEO and Director
387,759
(9)
3.9
%

Bruce Slovin
Director
231,250
(10)
2.4
%

Seth R. Segel
Senior Vice President - Corporate Development
16,667
(11)
*

Craig A. Sheldon
Senior Vice President and CFO
31,567
(12)
*

Roy K. Malkin
President and CEO of Minntech Corporation, a subsidiary of the Company
32,500
(13)
*

William J. Vella
President and CEO of Carsen Group Inc., a subsidiary of the Company
25,578
(14)
*

All officers and directors as a group of 15 persons
2,590,772
(15)
24.6
%
*
Represents beneficial ownership of less than one percent (1%).

(1)
Unless otherwise noted, the Company believes that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. A person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days from November 15, 2004 upon the exercise of options. Each beneficial owner's percentage ownership is determined by assuming that options that are held by such person (but not those held by any other person) and which are exercisable within 60 days from November 15, 2004 have been exercised.

(2)
Includes 237,750 shares which Mr. Diker may acquire pursuant to stock options. Does not include an aggregate of 910,224 shares owned by (i) Mr. Diker's wife, (ii) certain trusts for the benefit of Mr. Diker's children, (iii) accounts for his grandchildren over which Mr. Diker exercises investment

discretion, (iv) certain other accounts over which Mr. Diker exercises investment discretion, (v) the DicoGroup, Inc., a corporation of which Mr. Diker serves as Chairman of the Board, and (vi) a non-profit corporation of which Mr. Diker and his wife are the principal officers and directors; Mr. Diker disclaims beneficial ownership as to all of the foregoing 910,224 shares.
(3)
Includes 34,500 shares which Mr. Hirschfield may acquire pursuant to stock options.

(4)
Includes 33,750 shares which Mr. Barbanell may acquire pursuant to stock options. Does not include 3,750 shares owned by Mr. Barbanell's wife as to which Mr. Barbanell disclaims beneficial ownership.

(5)
Includes 12,250 shares which Mr. Batkin may acquire pursuant to stock options.

(6)
Includes 30,750 shares which Mr. Cohen may acquire pursuant to stock options.

(7)
Includes 33,750 shares which Mr. Dornbush may acquire pursuant to stock options.

(8)
Consists of 13,000 shares which Dr. Foreman may acquire pursuant to stock options.

(9)
Includes 246,084 shares which Mr. Reilly may acquire pursuant to stock options. Does not include 130,672 shares owned by Mr. Reilly's wife as to which Mr. Reilly disclaims beneficial ownership.

(10)
Includes 40,500 shares which Mr. Slovin may acquire pursuant to stock options.

(11)
Consists of 16,667 shares which Mr. Segel may acquire pursuant to stock options.

(12)
Includes 24,188 shares which Mr. Sheldon may acquire pursuant to stock options.

(13)
Includes 30,000 shares which Mr. Malkin may acquire pursuant to stock options.

(14)
Includes 17,500 shares which Mr. Vella may acquire pursuant to stock options.

(15)
Includes 773,189 shares which may be acquired pursuant to stock options.
Executive Officers of the Company
Name
Age Position with the Company

Charles M. Diker

Chairman of the Board

James P. Reilly

President and Chief Executive Officer

Andrew A. Krakauer

Executive Vice President and Chief Operating Officer

Seth R. Segel

Senior Vice President - Corporate Development

Craig A. Sheldon

Senior Vice President and Chief Financial Officer

Steven C. Anaya

Vice President and Controller

Roy K. Malkin

President and CEO of Minntech

William J. Vella

President and CEO of Carsen Group
See "Business Experience of Directors" above for biographical data with respect to Messrs. Diker and Reilly.
Mr. Krakauer has served as Executive Vice President and Chief Operating Officer since August 2004. From 1998 to February 2004, he served as President of the Ohmeda Medical Division of Instrumentarium / GE Healthcare. Prior thereto, Mr. Krakauer served Ohmeda as President of the Specialty Products Division and Business Development from 1994 through 1998.

Mr. Segel has served as Senior Vice President—Corporate Development of the Company since November 2002. From May 1999 through October 2002, he served in various management positions at Jupiter Media Metrix, Inc. (NASDAQ), a provider of global market research.
Mr. Sheldon has served as Senior Vice President and Chief Financial Officer of the Company since November 2002. From November 2001 through October 2002 he served as Vice President and Chief Financial Officer of the Company. From November 1994 until October 2001 Mr. Sheldon served as Vice President and Controller of the Company. Mr. Sheldon is a certified public accountant.
Mr. Anaya, who has been employed by the Company since March 2002, has served as Vice President since November 2003 and Controller since November 2002. Prior thereto, he served as Assistant Controller of the Company. From April 1999 through October 2001, Mr. Anaya was employed by Great Universal Inc., most recently as Corporate Controller. Great Universal Inc. is a holding company for numerous companies located in the United States and Europe primarily in the telecommunications and computer industries. Mr. Anaya is a certified public accountant.
Mr. Malkin has served as President and Chief Executive Officer of Minntech since September 2001 and as President and Chief Executive Officer of MediVators, Inc. (former subsidiary of the Company that merged into Minntech) since June 1999.
Mr. Vella has served as President and Chief Executive Officer of Carsen Group Inc. since October 2001, as President and Chief Operating Officer of Carsen Group from December 1996 until October 2001, as Executive Vice President of Carsen Group from January 1995 until November 1996, and prior thereto in various sales and sales management positions at Carsen Group since October 1981.

EXECUTIVE COMPENSATION AND RELATED INFORMATION
Summary of Cash and Certain Other Compensation
The following table sets forth, for the fiscal years ended July 31, 2004, 2003 and 2002, compensation, including salary, bonuses, stock options and certain other compensation, paid by the Company to the Chief Executive Officer and to the Company's five most highly compensated executive officers other than the Chief Executive Officer during fiscal 2004:
Summary Compensation Table

Annual
Compensation(1) Long-Term
Compensation
Awards(2)
Name and
Principal Position Year Salary
($) Bonus
($) Options
(#)
Charles M. Diker
Chairman of the Company 2004
2003
2002 225,000
225,000
175,000 0
0
0 1,500
1,500
1,500

James P. Reilly(3)
President and Chief Executive Officer of the Company

2004
2003
2002

367,500
350,000
318,347

214,988
47,250
250,000

126,500
1,500
1,500

Roy K. Malkin(4)
President and Chief Executive Officer of Minntech Corporation

2004
2003
2002

311,250
293,750
250,530

50,000
0
150,822

0
10,000
30,000

Seth R. Segel (5)
Senior Vice President-Corporate Development

2004
2003

186,375
127,500

122,355
35,417

0
50,000

Craig A. Sheldon (6)
Senior Vice President and Chief Financial Officer of the Company

2004
2003
2002

201,250
186,250
166,250

75,000
28,400
50,000

0
20,000
18,750

William J. Vella (7)
President and Chief Executive Officer of Carsen Group Inc.

2004
2003
2002

256,100
212,220
193,000

143,563
24,218
0

0
25,000
15,000
(1)
The Company did not pay or provide other forms of annual compensation (such as perquisites and other personal benefits) to the above-named executive officers having a value exceeding the lesser of $50,000 or 10% of the total annual salary and bonus reported for such officers with the exception of reimbursement to a Company affiliated with Mr. Diker of office expenses amounting to $36,000 in each of fiscal 2004, 2003 and 2002, respectively.

(2)
The Company has no long-term incentive compensation plan other than its 1997 Employee Stock Option Plan and the 1998 Directors' Stock Option Plan described herein and various individually granted options, a 401(k) profit sharing plan and a Canadian profit sharing plan. The Company does not currently award stock appreciation rights, restricted stock awards or long-term incentive plan pay-outs.

(3)
James P. Reilly is party to an employment agreement with the Company that expires on July 31, 2005. Under the Agreement, Mr. Reilly is entitled to (i) an annual base salary of $385,875 (for fiscal 2005), (ii) incentive compensation equal to 2¹/4% of his annual base salary for every one cent ($.01) increase in the diluted earnings per share of the Company's common stock (as adjusted to exclude incentive compensation paid or payable to Mr. Reilly) for the current year over the prior

year, (iii) participation in employee health, insurance and other benefit plans, (iv) maintenance by the Company of a life insurance policy on the life of Mr. Reilly in the face amount of $500,000 payable to his designated beneficiary, and (v) use of a Company owned or leased automobile. In addition, on October 16, 2003 Mr. Reilly was granted an ISO to purchase 6,950 shares of Common Stock with an exercise price of $14.25, and on December 17, 2003 he was granted a non-ISO to purchase 118,050 shares of Common Stock at an exercise price of $15.10 (said prices being the fair value of the shares on the grant dates). In the event of a "Change in Control" (as defined in the employment agreement), Mr. Reilly may terminate his employment and be entitled to receive in a lump sum the greater of (i) $500,000 or (ii) the sum of one year's Base Salary and the amount of Mr. Reilly's prior year incentive compensation. During the five-year period following the termination of Mr. Reilly's employment (for any reason), he will be paid a consulting fee of $100,000 per year, adjusted by a cost of living formula.
(4)
Roy K. Malkin is party to an employment agreement with Minntech Corporation that was due to expire on October 31, 2004 but has been extended until December 31, 2004 while the terms of a new agreement (to be retroactive to November 1, 2004) are being considered by the Board's Compensation Committee. The Compensation Committee has retained an independent compensation consultant to assist in this process. Under his agreement, during fiscal 2004 Mr. Malkin was entitled to (i) an annual base salary of $315,000, (ii) incentive compensation equal to 5% of the excess of the annual earnings of Minntech before interest and taxes over certain amounts which are set forth in the agreement, (iii) participation in employee health, insurance and other benefit plans, and (iv) an automobile allowance. In the event of a "Change in Control" (as defined in the employment agreement), Mr. Malkin may terminate his employment and be entitled to receive in a lump sum an amount equal to 150% of the base salary and incentive compensation paid to Mr. Malkin during the last completed fiscal year.

(5)
Seth R. Segel is party to an employment agreement that was due to expire on November 17, 2004 but has been extended until December 31, 2004 while the terms of a new agreement are being considered by the Board's Compensation Committee (to be retroactive to November 18, 2004). The Compensation Committee has retained an independent compensation consultant to assist in this process. Under his agreement, during fiscal 2004 Mr. Segel was entitled to (i) an annual base salary of $189,000, (ii) bonuses of $50,000 following the first year of employment and $50,000 on August 1, 2004, (iii) incentive compensation equal to .45% of the total consideration paid by the Company with respect to an acquisition during the employment period on which Mr. Segel plays a lead role on the transaction, (iv) participation in employee health, insurance and other benefit plans, (v) maintenance by the Company of a life insurance policy on the life of Mr. Segel in the face amount of $250,000 payable to his designated beneficiary, and (vi) an automobile allowance. In addition, upon commencement of his employment, Mr. Segel was granted a five-year non-plan option to purchase 50,000 shares of Common Stock with an exercise price of $10.59 (the fair value of the shares on the date of grant). In the event of a "Change in Control" (as defined in the employment agreement), the options will automatically become fully vested and Mr. Segel may terminate his employment and continue to receive his base salary and bonus following such termination through the end of the two-year term of the employment agreement.

(6)
Craig A. Sheldon is party to an employment agreement with the Company that was due to expire on October 31, 2004 but has been extended until December 31, 2004 while the terms of a new agreement are being considered by the Board's Compensation Committee (to be retroactive to November 1, 2004). The Compensation Committee has retained an independent compensation consultant to assist in this process. Under the current Agreement, during fiscal 2004 Mr. Sheldon was entitled to (i) an annual base salary of $205,000, (ii) an annual discretionary bonus, (iii) participation in employee health, insurance and other benefit plans, (iv) maintenance by the Company of a life insurance policy on the life of Mr. Sheldon in the face amount of $250,000

payable to his designated beneficiary, and (v) an automobile allowance. In the event of a "Change in Control" (as defined in the employment agreement), Mr. Sheldon may terminate his employment and be entitled to receive in a lump sum an amount equal to 150% of the base salary and bonus paid to Mr. Sheldon during the last completed fiscal year.
(7)
Mr. Vella was paid his salary and bonus in Canadian dollars. The dollar amounts above have been translated from Canadian dollars to U.S. dollars based upon an average exchange rate during the respective fiscal year.
Andrew A. Krakauer is party to an employment agreement with the Company that expires on August 31, 2007. Under the Agreement, Mr. Krakauer is entitled to (i) an annual base salary of $275,000 (commencing August 30, 2004), subject to annual increases equal to no less than 5% or a cost of living formula, (ii) an annual incentive bonus ranging from 30% to 70% of his base salary (determined on a formula basis) for each full fiscal year (commencing with the year ending July 31, 2005) in which the Company's adjusted pre-tax income exceeds 90% of its budgeted pre-tax income, (iii) participation in employee health, insurance and other benefit plans, (iv) maintenance by the Company of a life insurance policy on the life of Mr. Krakauer in the face amount of $275,000 payable to his designated beneficiary, and (v) an automobile allowance. In the event of a "Change in Control" (as defined in the employment agreement), Mr. Krakauer may terminate his employment and be entitled to receive (i) in a lump sum an amount equal to 150% of the base salary and incentive compensation paid to Mr. Krakauer during the last completed fiscal year if termination occurs after the end of the first contract year, or (ii) $275,000, if such termination occurs prior to the end of the first contract year.
Stock Options
The following stock option information is furnished for the fiscal year ended July 31, 2004 with respect to the Company's Chief Executive Officer and the other executive officers of the Company named in the Compensation Table above, for stock options granted during such fiscal year. Stock options were granted without tandem stock appreciation rights.
Option Grants in Last Fiscal Year
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
for Option Term($)(2)
% of Total
Options
Granted to
Employees
During the
Fiscal Year
Number of
Shares
Underlying
Options
Granted
Name(1)
Exercise
Price Per
Share($) Expiration
Date
5% 10%
Charles M. Diker 1,500(3) 0.36 % 25.70 07/30/09 10.651 23,535

James P. Reilly
6,950(4)
1.66
%
14.25
10/15/08
27,362
60,463
118,050(5) 28.17 % 15.10 12/12/08 492,487 1,088,268
1,500(3) 0.36 % 25.70 07/30/09 10.651 23,535
(1)
No options were granted to Messrs. Malkin, Segel, Sheldon and Vella in fiscal 2004.

(2)
Represents the potential realizable value of the options granted at assumed 5% and 10% rates of compounded annual stock price appreciation from the date of grant of such options to the date of the option expiration.

(3)
These options were granted under the Company's 1998 Directors' Stock Option Plan. The exercise price per share of the options is the market value per share on the date of grant. The options are subject to vesting as follows: 50% of the total shares covered by the options vest on the first

anniversary of the date of grant and the remaining 50% vest on the second anniversary of such date of grant.
(4)
Represents 6,950 ISOs granted under the 1997 Employee Stock Option Plan. The 6,950 ISOs will become exercisable on July 31, 2005.

(5)
Represents 118,050 non-ISOs granted under the 1997 Employee Stock Option Plan. The 118,050 options are currently exercisable as to 83,334 shares of Common Stock underlying the option, and will be exercisable as to the remaining 34,716 shares on July 31, 2005.
Option Exercise and Holdings
The following information is furnished for fiscal 2004 with respect to the Company's Chief Executive Officer and the other executive officers of the Company named in the Compensation Table above, for stock option exercises during such fiscal year and unexercised stock option values at July 31, 2004.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-end Option Values
Number of Shares
Underlying Unexercised
Options at 7/31/04 Value of
Unexercised in-the-Money
Options at 7/31/04 ($)
Name
Shares
Acquired On
Exercise(#) Value
Realized($)(1)
Exercisable Non-Exercisable Exercisable Non-Exercisable
Charles M. Diker 1,500 31,815 237,750 2,250 4,909,058 9,563
James P. Reilly 1,500 20,580 246,078 43,922 4,369,518 457,260
Seth R. Segel 16,667 164,981 — 33,333 — 503,662
Craig A. Sheldon 12,375 164,576 19,501 28,574 344,315 399,216
Roy K. Malkin 52,500 756,000 22,500 25,000 367,200 343,300
William J. Vella 22,500 314,588 13,750 26,250 189,475 367,725
(1)
Value realized is calculated as the market value of the shares exercised using the closing price of the Company's common stock on such exercise date. The value realized is for informational purposes only and does not purport to represent that such individual actually sold the underlying shares, or that the underlying shares were sold on the date of exercise. Furthermore, such value realized does not take into consideration individual income tax consequences.
Stock Option Plans
The following table sets forth certain information as of July 31, 2004 with respect to compensation plans of the Company under which securities of the Company may be issued:
Equity Compensation Plan Information
Plan Category
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights Weighted-average exercise
price of outstanding options,
warrants and rights ($) Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in first column)
Equity compensation plans approved by security holders 1,211,767 11.69 562,098
Equity compensation plans not approved by security holders 285,333 5.73 N/A
Total 1,497,100 10.55 562,098
An aggregate of 2,000,000 shares of common stock is reserved for issuance or available for grant under the Employee Plan. If Proposal 2 is adopted by the Company's shareholders at the 2004 Annual Meeting, then the number of shares of common stock reserved for issuance under the Employee Plan will be increased to 2,500,000. Options granted under the Employee Plan may be intended to qualify as ISOs or non-ISOs. The Employee Plan is administered in all respects by the Compensation Committee. The Compensation Committee may determine the employees to whom options are to be granted and the number of shares subject to each option. Under the terms of the Employee Plan, all employees of the Company or subsidiaries of the Company are eligible for option grants. The option exercise price of options granted under the Employee Plan is fixed by the Compensation Committee but, in the case of ISOs, must be no less than 100% of the fair market value of the shares of common stock subject to the option at the time of grant, except that in the case of a 10% Holder, the exercise price must be no less than 110% of said fair market value. Options may be exercised by the payment in full in cash or by the tendering or cashless exchange of shares of the Company's common stock having a fair market value, as determined by the Compensation Committee, equal to the option exercise price. Options granted under the Employee Plan may not be exercised more than ten years after the date of grant, five years in the case of an ISO granted to a 10% Holder. All options outstanding at July 31, 2004 under the Employee Plan have a term of five years, except for 150,000 ten-year options granted to Mr. Reilly in 1999. At July 31, 2004, options to purchase 986,017 shares of common stock at prices between $3.50 and $18.83 per share were outstanding under the Employee Plan and 442,848 shares were available for grant under the Employee Plan.
An aggregate of 300,000 shares of common stock was reserved for issuance or available for grant under the Company's 1991 Directors' Stock Option Plan (the "1991 Directors' Plan"), which expired in fiscal 2001. Options granted under the 1991 Directors' Plan do not qualify as ISOs. At July 31, 2004, options to purchase 72,000 shares of common stock at prices between $3.00 and $6.83 per share (the fair market value of the shares at the time of grant) were outstanding under the 1991 Directors' Plan. All of the options have a ten-year term and are exercisable in full. No additional options will be granted under the 1991 Directors' Plan.
An aggregate of 300,000 shares of common stock is reserved for issuance or available for grant under the Company's 1998 Directors' Stock Option Plan (the "1998 Directors' Plan"). Options granted under the 1998 Directors' Plan do not qualify as ISOs. The 1998 Directors' Plan provides for the automatic grant to each of the Company's directors of an optionoptions to purchase 1,0001,500 shares of Common Stockcommon stock on the last business day of the Company's fiscal year. In addition, an option to purchase 500750 shares of Common Stockcommon stock is granted automatically on the last business day of each fiscal quarter to each director (exclusive of Messrs. Diker and Reilly and any other director who is a full-time employee of the Company) provided that the director attended any regularly scheduled meeting of the Board, if any, held during such quarter. THE BOARD RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED HEREIN.

PROPOSAL 2

AMENDMENT OF CERTIFICATE OF INCORPORATION
TO INCREASE AUTHORIZED COMMON STOCK

The stockholders are askedAn option to consider and approve a proposed amendmentpurchase 15,000 shares of common stock is also granted to each person who is appointed or elected for the Company's Certificate of Incorporation to increase the authorized Common
Stock of the Company from 12,000,000 shares to 20,000,000 shares. A copy of the
resolutionfirst time to be presented for adoption by the stockholders is annexed hereto as
Annex B.

The Company's Certificate of Incorporation, as amended, authorizes the
Company to issue up to 12,000,000 shares of Common Stock and 1,000,000 shares of
Preferred Stock. As of May 2, 2002, 6,104,799 shares of Common Stock were issued
and outstanding. Additionally, as of that date an aggregate of 1,444,607 shares
of Common Stock were reserved for issuance upon the exercise of options granted
or available for grant under the Company's various stock option plans or under
stock options individually granted by the Board of Directors.

If the proposal to increase the authorized number of shares of Common Stock
is approved by the stockholders, the additional shares may be issued at such
time and on such terms and conditions as the Board of Directors may determine
without further approval by the stockholders, subject to applicable provisions
of law and the rules of any securities exchange on which shares of the Common
Stock are listed for trading.

To accomplish the proposed increase in the Company's authorized Common
Stock, Article FOURTH of the Company's Certificate of Incorporation must be
amended as set forth in Annex B to this Proxy Statement.

The Board of Directors considers it desirable to have available for issuance
sufficient authorized shares of Common Stock to enable the Company to act
without delay if favorable opportunities arise to raise additional equity
capital or to acquire companies or products by the issuance of shares of Common
Stock and otherwise to be in a position to take various steps requiring the
issuance of additional shares of Common Stock (including stock splits or stock
dividends) that in the judgment of the Board of Directors are in the best
interestsdirector of the Company. The Company has no current plans, arrangements or
understandings regarding the issuance of any of the additional shares of Common
Stock for which authorization is sought and there are no negotiations pending
with respect to the issuance thereof for any purpose.

THE BOARD RECOMMENDS A VOTE "FOR" THE PROPOSED AMENDMENT TO THE COMPANY'S
CERTIFICATE OF INCORPORATION.

OWNERSHIP OF SECURITIES

The following table sets forth stock ownership information as of May 2, 2002
concerning (i) each director and persons nominated to become directors of
Cantel, (ii) each person (including any "group" as defined in Section 13(d)(3)
of the Securities Exchange Act of 1934) who is known by Cantel to beneficially
own more than five (5%) percent of the outstanding shares of Cantel's Common
Stock, (iii) the Chief Executive Officer and the other executive officers named
in the Summary Compensation Table below, and (iv) Cantel's executive officers
and directors as a group:

NAME AND ADDRESS AMOUNT AND NATURE OF PERCENTAGE
OF BENEFICIAL OWNERS POSITION WITH THE COMPANY BENEFICIAL OWNERSHIP(1) OF CLASS
- -------------------- ---------------------------------- ----------------------- ----------

Charles M. Diker .............. Chairman of the Board and Director 970,133(2) 15.5%
767 Fifth Avenue
New York, New York

Alan J. Hirschfield............ Vice Chairman of the Board and 189,333(3) 3.1%
Director

Robert L. Barbanell............ Director 46,523(4) *

Joseph M. Cohen................ Director 10,667(5) *

Darwin C. Dornbush, Esq........ Secretary and Director 19,780(6) *

Morris W. Offit................ Director 30,500(7) *

James P. Reilly................ President and CEO and Director 186,614(8) 3.0%

John W. Rowe, M.D.............. Director 27,500(9) *

Fred L. Shapiro, M.D........... Director 22,885(10) *

Bruce Slovin................... Director 159,500(11) 2.6%

Joseph L. Harris............... Senior Vice President--Corporate 65,417(12) 1.1%
Development

Roy K. Malkin.................. President and CEO of Minntech 38,000(13) *
Corporation and MediVators, Inc.

Craig A. Sheldon............... Vice President and CFO 9,046(14) *

William J. Vella............... President and CEO of Carsen Group 22,452 *
Inc.

All officers and directors as a
group of 14 persons.......... 1,798,350(15) 27.3%

- ------------------------

* Less than 1%

(1) Unless otherwise noted, Cantel believes that all persons named in the table
have sole voting and investment power with respect to all shares of Common
Stock beneficially owned by them.

A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from May 2, 2002 upon the exercise
of options. Each beneficial owner's percentage ownership is determined by
assuming that options that are held by such person (but not those held by
any other person) and which are exercisable within 60 days from May 2, 2002
have been exercised.

(2) Includes 158,500 shares which Mr. Diker may acquire pursuant to stock
options. Does not include an aggregate of 596,390 shares owned by (i) Mr.
Diker's wife, (ii) certain trusts for the benefit of Mr. Diker's children,
(iii) certain accounts over which accounts Mr. Diker exercises investment
discretion, (iv) the DicoGroup, Inc., a corporation of which Mr. Diker
serves as Chairman of the Board, and (v) a non-profit corporation of which
Mr. Diker and his wife are the principal officers and directors. Mr. Diker
disclaims beneficial ownership as to all of the foregoing shares.

(3) Includes 23,500 shares which Mr. Hirschfield may acquire pursuant to stock
options.

(4) Includes 14,500 shares which Mr. Barbanell may acquire pursuant to stock
options. Does not include 2,500 shares owned by Mr. Barbanell's wife as to
which Mr. Barbanell disclaims beneficial ownership.

(5) Includes 9,667 shares which Mr. Cohen may acquire pursuant to stock
options.

(6) Includes 16,500 shares which Mr. Dornbush may acquire pursuant to stock
options.

(7) Includes 18,500 shares which Mr. Offit may acquire pursuant to stock
options.

(8) Includes 75,164 shares which Mr. Reilly may acquire pursuant to stock
options. Does not include 87,115 shares owned by Mr. Reilly's wife as to
which Mr. Reilly disclaims beneficial ownership.

(9) Includes 27,500 shares which Dr. Rowe may acquire pursuant to stock
options.

(10) Includes 4,834 shares which Dr. Shapiro may acquire pursuant to stock
options. Does not include 5,000 shares owned by certain trusts for the
benefit of Dr. Shapiro's grandchildren.

(11) Includes 25,500 shares which Mr. Slovin may acquire pursuant to stock
options.

(12) Includes 61,417 shares which Mr. Harris may acquire pursuant to stock
options.

(13) Includes 37,500 shares which Mr. Malkin may acquire pursuant to stock
options.

(14) Includes 500 shares which Mr. Sheldon may acquire pursuant to stock
options.

(15) Includes 473,582 shares which may be acquired pursuant to stock options.

EXECUTIVE COMPENSATION AND RELATED INFORMATION

REPORT ON EXECUTIVE COMPENSATION BY THE COMPENSATION COMMITTEE AND THE STOCK
OPTION COMMITTEE

The Compensation Committee of the Company's Board of Directors (the
"Committee") is responsible for setting and administering the policies which
govern annual executive compensation. The Committee is currently comprised of
three members, Mr. Hirschfield, Chairman, and Messrs. Barbanell and Cohen, each
of whom are non-employee directors.

Executive compensation for the fiscal year ended July 31, 2001 consisted of
base salary plus bonus when earned. The policy of the Committee, in consultation
with the Chairman and the Chief Executive Officer, where appropriate, is to
provide compensation to the Chief Executive Officer and the Company's other
executive officers reflecting the contribution of such executives to the
Company's growth in sales and earnings, the implementation of strategic plans
consistent with the Company's long-term objectives, and the enhancement of
shareholder value.

Each of Messrs. Reilly, Harris, Malkin and Sheldon are employed and
compensated pursuant to written employment agreements as described below.

Long-term incentive compensation consists exclusively of the award of stock
options under the Company's 1997 Employee Plan and, in the case of officers who
serve as directors of the Company, non- discretionary annual option grants of
1,000 shares under the Company's 1998 Directors' Plan.

The Stock Option Committee under the 1997 Employee Plan is responsible for
the award of stock options. Three non-employee directors, Messrs. Hirschfield,
Barbanell and Cohen, currently serve on the Stock Option Committee, which
administers the granting of options under the 1997 Employee Plan.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No officer of the Company served on the Company's Compensation Committee
during its last fiscal year. Mr. Reilly, the President and Chief Executive
Officer of the Company, however, participated in deliberations concerning
executive compensation, except with respect to the compensation of the Chairman
of the Board and himself.

COMPENSATION COMMITTEE:

Alan J. Hirschfield (Chairman)
Robert L. Barbanell
Joseph M. Cohen

INDEPENDENT AUDITORS

The firm of Ernst & Young LLP has audited the financial statements of the
Company for more than ten years. In addition to retaining Ernst & Young LLP to
audit our consolidated financial statements for the fiscal year ended 2001, the
Company and its affiliates retained Ernst & Young LLP to provide tax and other
advisory services in the fiscal year ended 2001, and expect to continue to do so
in the future. The aggregate fees billed for professional services by Ernst &
Young LLP in the fiscal year ended 2001 were as follows:

- Audit Fees. The aggregate fees billed by Ernst & Young LLP for
professional services rendered for the audit of the Company's consolidated
financial statements for the fiscal year ended July 31, 2001 and the
reviews of its interim financial statements included in the Company's
Form 10-Qs were approximately $108,000.

- Financial Information Systems Design and Implementation Fees. There were
no fees billed by Ernst & Young LLP for services rendered in connection
with the Company's financial information systems design and implementation
during the fiscal year ended July 31, 2001.

- All Other Fees. The aggregate amount of all fees billed for services
rendered to the Company by Ernst & Young LLP for the fiscal year ended
July 31, 2001 (other than the audit fees described above) were
approximately $250,000. These primarily consist of fees for tax matters
and other advisory services principally related to the acquisition of
Minntech Corporation. The Audit Committee has determined that the
provision of all non-audit services performed for the Company by Ernst &
Young LLP is compatible with maintaining that firm's independence.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors is providing this report to
enable stockholders to understand how it monitors and oversees Cantel's
financial reporting process. The Audit Committee operates pursuant to an Audit
Committee Charter that is reviewed annually by the Audit Committee and updated
as appropriate. A copy of the revised Audit Committee Charter has been included
as Annex A to this Proxy Statement.

This report confirms that the Audit Committee has (1) reviewed and discussed
the auditors financial statements for the year ended July 31, 2001 with
management and Cantel's independent auditors; (2) discussed with Cantel's
independent auditors the matters required to be reviewed pursuant to the
Statement on Auditing Standards No. 61 (Communications with Audit Committees);

(3) reviewed the written disclosures letter from Cantel's independent auditors
as required by Independence Standards Board Standard No. 1 (Independent
Discussions with Audit Committees); and (4) discussed with Cantel's independent
auditors their independence from Cantel.

The Audit Committee of the Board of Directors has considered whether the
provision of non-audit professional services rendered by Ernst & Young LLP, as
discussed above and disclosed elsewhere in this proxy statement, is compatible
with maintaining their independence. Based upon the above review and
discussions, the Audit Committee recommended to the Board of Directors that the
audited financial statements for the year ended July 31, 2001 be included in
Cantel's Annual Report on Form 10-K for filing with the Securities and Exchange
Commission.

AUDIT COMMITTEE
Robert L. Barbanell (Chairman)
Morris W. Offit
Bruce Slovin

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table sets forth, for the fiscal years ended July 31, 2001,
2000, and 1999, compensation, including salary, bonuses, stock options and
certain other compensation, paid by the Company to the Chief Executive Officer
and to the other executive officers of the Company who received more than
$100,000 in salary and bonus during fiscal 2001:

SUMMARY COMPENSATION TABLE

LONG-TERM
ANNUAL COMPENSATION
COMPENSATION(1) AWARDS(2)
---------------------- ------------
SALARY BONUS OPTIONS
NAME AND PRINCIPAL POSITION YEAR ($) ($) (#)
- --------------------------- -------- -------- -------- ------------

Charles M. Diker ................................. 2001 160,000 0 1,000
Chairman of the Company 2000 150,000 0 1,000
1999 150,000 0 51,000

James P. Reilly(3) ............................... 2001 303,188 171,757 1,000
President and Chief Executive Officer of the 2000 288,750 141,967 1,000
Company 1999 275,000 98,494 101,000

Joseph L. Harris(4) .............................. 2001 195,000 75,000 150,000
Senior Vice President--Corporate Development

Roy K. Malkin(5) ................................. 2001 192,500 46,000 0
President and Chief Executive Officer of 2000 175,000 60,000 5,000
Minntech Corporation and MediVators, Inc. 1999 20,192 0 50,000

Craig A. Sheldon(6) .............................. 2001 136,250 40,000 0
Vice President and Chief Financial Officer of 2000 121,750 30,000 25,000
the Company 1999 109,000 18,000 6,000

William J. Vella(7) .............................. 2001 179,444 103,548 0
President and Chief Executive Officer of Carsen 2000 169,950 40,000 25,000
Group Inc. 1999 144,997 69,668 10,000

- ------------------------

(1) The Company did not pay or provide other forms of annual compensation (such
as perquisites and other personal benefits) to the above-named executive
officers having a value exceeding the lesser

of $50,000 or 10% of the total annual salary and bonus reported for such
officers with the exception of (i) a one-time relocation allowance provided
to Mr. Malkin of $58,877 paid during fiscal 2000 and (ii) reimbursement to a
Company affiliated with Mr. Diker of office expenses amounting to $24,000 in
fiscal 2001 and $12,000 in fiscal 2000.

(2) The Company has no long-term incentive compensation plan other than its 1997
Employee Stock Option Plan and the 1998 Directors' Stock Option Plan
described herein and various individually granted options. The Company does
not award stock appreciation rights, restricted stock awards or long-term
incentive plan pay-outs.

(3) In March 1999, the Company entered into a four-year employment agreement
with James P. Reilly which was effective as of August 1, 1998. The
employment agreement provides for (i) an annual base salary of $275,000,
subject to annual increases equal to the greater of 5% or a cost of living
formula, (ii) annual incentive compensation equal to 6% of the increase in
the current fiscal year's pre-tax income over the highest pre-tax income of
any prior fiscal year commencing July 31, 1998, subject to adjustment for
specified events, (iii) bonuses of $65,000 which were paid upon each of the
execution of the employment agreement, August 1, 1999 and August 1, 2000,
(iv) participation in employee health, insurance and other benefit plans,
(v) maintenance by the Company of a life insurance policy on the life of Mr.
Reilly in the face amount of $500,000 payable to his designated beneficiary,
and (vi) use of a Company owned or leased automobile. In addition,
Mr. Reilly was granted a stock option under the Company's 1997 Employee
Stock Option Plan to purchase 100,000 shares of Common Stock at an exercise
price equal to $6.00 (the fair market value of the shares on the date of
grant) and having a ten-year term. If the employment agreement expires and
Mr. Reilly's employment is terminated thereafter for any reason, Mr. Reilly
will be entitled to a severance payment equal to one year's base salary plus
the amount of his bonus for the most recently completed fiscal year (the
"Severance Amount"). In the event of a "Change In Control" (as defined in
the employment agreement), Mr. Reilly has a nine-month option to terminate
his employment and receive a severance payment on a formula based on his
average compensation over the previous three years. If such termination was
prior to August 1, 1999, severance would have been 2.5 times such average
compensation. After August 1, 1999 such amount is reduced by 2.5% per month,
but not below the Severance Amount described above. The employment agreement
contains a non-competition provision applicable for two years following
termination of Mr. Reilly's employment. The Company has the right to
terminate the agreement for death, disability and "cause" (as defined in the
employment agreement) and Mr. Reilly has the right to terminate the
employment agreement upon three month's notice.

(4) On November 1, 2000, the Company entered into a three-year employment
agreement with Mr. Joseph L. Harris. The term of the agreement will be
extended by 18 months if certain relocation conditions are satisfied by Mr.
Harris. Mr. Harris' employment agreement provides for (i) an annual base
salary of $260,000, subject to annual increases based on a cost of living
formula, (ii) minimum guaranteed bonuses equal to $100,000, $75,000 and
$50,000 on each of the first three anniversaries of his employment
agreement, respectively, (iii) incentive compensation equal to .75% of the
total consideration paid or received by the Company with respect to an
acquisition or divestiture transaction during the employment period, such
incentive bonus to be reduced by the minimum guaranteed bonuses specified
above, (iv) a relocation bonus of $150,000 (subject to satisfaction of
certain relocation provisions), payable over three years, (v) participation
in employee health, insurance and other benefit plans, (vi) maintenance by
the Company of a life insurance policy on the life of Mr. Harris in a face
amount equal to Mr. Harris' base salary payable to his designated
beneficiary, and (vii) an automobile allowance. In addition, Mr. Harris was
granted a non-plan option to purchase 26,250 shares of Common Stock and an
option to purchase 123,750 shares of Common Stock under the 1997 Employee
Stock Option Plan. Both options have ten-year terms and have exercise prices
of $8.88 (the fair value of the shares on the date of grant).

Pursuant to the terms of his employment agreement, on the first year
anniversary of Mr. Harris' employment, the Company granted Mr. Harris a
non-plan option to purchase 50,000 shares of Common Stock at an exercise
price equal to the fair value of the shares on the date of grant. Mr.
Harris' employment agreement also provides for the grant of a non-plan
option covering 50,000 shares of Common Stock in accordance with the same
terms on the second annual anniversary of Mr. Harris' employment. In the
event of a "Change in Control" (as defined in the employment agreement), Mr.
Harris may terminate his employment and continue to receive his base salary
and bonus following such termination through the end of the term of the
employment agreement. Mr. Harris was not employed by the Company prior to
November 2000.

(5) In November 2001, Minntech Corporation entered into an employment agreement
with Roy K. Malkin that expires on October 31, 2004. Mr. Malkin's employment
agreement provides for (i) an annual base salary of $250,000, subject to
annual increases equal to no less than 5% or a cost of living formula,
(ii) annual incentive compensation for fiscal 2002, equal to 5% of the
excess of the combined earnings of Minntech and MediVators, Inc. before
interest and taxes for such Fiscal Year over certain amounts which are set
forth in the agreement, (iii) participation in employee health, insurance
and other benefit plans, (iv) maintenance by Minntech of a life insurance
policy on the life of Mr. Malkin in the face amount of $250,000 payable to
his designated beneficiary, and (v) an automobile allowance. From May 1999
through the effective date of the employment agreement, Mr. Malkin served
the Company pursuant to an employment agreement with MediVators.

(6) In November 2001, the Company entered into an employment agreement with
Craig A. Sheldon that expires on October 31, 2004. Mr. Sheldon's employment
agreement provides for (i) an annual base salary of $175,000, subject to
annual increases equal to no less than 5% or a cost of living formula,
(ii) an annual discretionary bonus, (iii) participation in employee health,
insurance and other benefit plans, (iv) maintenance by the Company of a life
insurance policy on the life of Mr. Sheldon in the face amount of $175,000
payable to his designated beneficiary, and (v) an automobile allowance.

(7) Mr. Vella was paid his salary and bonus in Canadian dollars. The dollar
amounts above have been translated from Canadian dollars to U.S. dollars
based upon an average exchange rate during the respective fiscal year.

STOCK OPTIONS

The following stock option information is furnished for the fiscal year
ended July 31, 2001 with respect to the Company's Chief Executive Officer and
the other executive officers of the Company named in the Compensation Table
above, for stock options granted during such fiscal year. Stock options were
granted without tandem stock appreciation rights.

OPTION GRANTS IN LAST FISCAL YEAR

POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS ANNUAL RATES OF STOCK
SHARES GRANTED TO EXERCISE PRICE APPRECIATION FOR
UNDERLYING EMPLOYEES PRICE PER OPTION TERM($)(1)
OPTIONS DURING THE SHARE EXPIRATION ----------------------
NAME GRANTED FISCAL YEAR ($) DATE 5% 10%
- ---- ---------- ----------- --------- ---------- --------- ----------

Charles M. Diker................ 1,000(2) 0.6 25.24 7/30/06 6,973 15,409
James P. Reilly................. 1,000(2) 0.6 25.24 7/30/06 6,973 15,409
Joseph L. Harris................ 150,000(3) 98.7 8.88 10/31/10 837,688 2,122,865

- ------------------------

(1) Represents the potential realizable value of the options granted at assumed
5% and 10% rates of compounded annual stock price appreciation from the date
of grant of such options to the date of the option expiry.

(2) These options were granted under the Company's 1998 Directors' Stock Option
Plan. The exercise price per share of the options is the market value per
share on the date of grant. The options are subject to vesting as follows:
50% of the total shares covered by the options vest on the first anniversary
of the date of grant and the remaining 50% vest on the second anniversary of
such date of grant.

(3) These options were granted pursuant to Mr. Harris' employment agreement and
include 26,250 non-plan options and 123,750 options granted under the
Company's 1997 Employee Stock Option Plan.

OPTION EXERCISE AND HOLDINGS

The following information is furnished for fiscal 2001 with respect to the
Company's Chief Executive Officer and the other executive officers of the
Company named in the Compensation Table above, for stock option exercises during
such fiscal year and unexercised stock option values at July 31, 2001.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

NUMBER OF SHARES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT 7/31/01 7/31/01($)
ACQUIRED ON VALUE ----------------------------- -----------------------------
NAME EXERCISE(#) REALIZED($)(1) EXERCISABLE NON-EXERCISABLE EXERCISABLE NON-EXERCISABLE
- ---- ----------- -------------- ----------- --------------- ----------- ---------------

Charles M. Diker....... 3,000 25,140 158,500 1,500 2,848,025 8,730
James P. Reilly........ 0 0 58,498 51,502 1,130,237 970,768
Joseph L. Harris....... 0 0 37,500 112,500 613,500 1,840,500
Roy K. Malkin.......... 0 0 34,584 20,416 691,334 408,116
Craig A. Sheldon....... 18,000 309,438 0 23,000 0 454,458
William J. Vella....... 24,750 275,750 0 26,250 0 516,863

- ------------------------

(1) Value realized is calculated as the market value of the shares exercised
using the closing price of the Company's common stock on such exercise date.
The value realized is for informational

purposes only and does not purport to represent that such individual
actually sold the underlying shares, or that the underlying shares were sold
on the date of exercise. Furthermore, such value realized does not take into
consideration individual income tax consequences.

STOCK OPTION PLANS

An aggregate of 250,000 shares of Common Stock was reserved for issuance or
available for grant under the Company's 1991 Employee Stock Option Plan (the
"1991 Employee Plan"), which expired in fiscal 2001. Options granted under the
1991 Employee Plan are intended to qualify as incentive stock options within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"). All options outstanding at July 31, 2001 under the 1991 Employee Plan
have a term of five years and are currently exercisable in full. At July 31,
2001, options to purchase 12,500 shares of Common Stock at prices between $5.50
and $7.375 per share (the fair market value of the shares at the time of grant)
were outstanding under the 1991 Employee Plan. No additional options will be
granted under the 1991 Employee Plan.

An aggregate of 1,000,000 shares of Common Stock is reserved for issuance or
available for grant under the Company's 1997 Employee Stock Option Plan, as
amended (the "1997 Employee Plan"). Options granted under the 1997 Employee Plan
are intended to qualify as incentive stock options within the meaning of Section
422 of the Code. The 1997 Employee Plan is administered in all respects by the
Stock Option Committee. The Stock Option Committee may determine the employees
to whom options are to be granted and the number of shares subject to each
option. Under the terms of the 1997 Employee Plan, all employees of the Company
or subsidiaries of the Company are eligible for option grants. The option
exercise price of options granted under the 1997 Employee Plan is fixed by the
Stock Option Committee but must be no less than 100% of the fair market value of
the shares of Common Stock subject to the option at the time of grant, except
that in the case of an employee who possesses more than 10% of the total
combined voting power of all classes of stock of the Company ("a 10% Holder") ,
the exercise price must be no less than 110% of said fair market value. Options
may be exercised by the payment in full in cash or by the tendering or cashless
exchange of shares of Common Stock having a fair market value, as determined by
the Stock Option Committee, equal to the option exercise price. Options granted
under the 1997 Employee Plan may not be exercised more than ten years after the
date of grant, five years in the case of an incentive stock option granted to a
10% Holder. All options outstanding at July 31, 2001 under the 1997 Employee
Plan have a term of five years, except for 100,000 options granted to Mr. Reilly
and 123,750 options granted to Mr. Harris under the terms of their respective
employment agreements, each of which have a term of ten years. At July 31, 2001,
options to purchase 393,000 shares of Common Stock at prices between $4.875 and
$9.63 per share were outstanding under the 1997 Employee Plan, and 545,875
shares were available for grant under the 1997 Employee Plan.

An aggregate of 200,000 shares of Common Stock was reserved for issuance or
available for grant under the Company's 1991 Directors' Stock Option Plan (the
"1991 Directors' Plan"), which expired in fiscal 2001. Options granted under the
1991 Directors' Plan do not qualify as incentive stock options within the
meaning of Section 422 of the Code. At July 31, 2001, options to purchase
101,000 shares of Common Stock at prices between $2.00 and $10.25 per share (the
fair market value of the shares at the time of grant) were outstanding under the
1991 Directors' Plan. All of the options have a ten-year term and are
exercisable in full. No additional options will be granted under the 1991
Directors' Plan.

An aggregate of 200,000 shares of Common Stock is reserved for issuance or
available for grant under the Company's 1998 Directors' Stock Option Plan (the
"1998 Directors' Plan"). Options granted under the 1998 Directors' Plan do not
qualify as incentive stock options within the meaning of Section 422 of the
Code. The 1998 Directors' Plan provides for the automatic grant to each of the
Company's directors of options to purchase 1,000 shares of Common Stock on the
last business day of the Company's fiscal year. In addition, an option to
purchase 500 shares of Common Stock is granted

automatically on the last business day of each fiscal quarter to each director
(exclusive of Messrs. Diker and Reilly and any other director who is a full-time
employee of the Company) provided that the director attended any regularly
scheduled meeting of the Board, if any, held during such quarter. Each such
option grant isare at an exercise price equal to the fair market value of the Common Stockcommon stock on the date of grant. Options granted prior to July 31, 2000 have a term of ten years and options granted on and after July 31, 2000 have a term of five years. The fiscal year options are exercisable in two equal annual installments commencing on the first anniversary of the grant thereof and the quarterly options are exercisable in full immediately. The options granted to newly appointed or elected directors are exercisable in three equal annual installments commencing on the date of grant. At July 31, 20012004, options to purchase 37,500153,750 shares of Common Stockcommon stock at prices between $5.125$3.41 and $25.24$25.70 per share were outstanding under the 1998 Directors' Plan, and 162,500119,250 shares were available for grant under the 1998 Directors' Plan.

The Company also has outstanding
Between 1996 and 2000, Mr. Dornbush was granted ten-year non-plan options granted by MediVators prior to the
MediVators merger under the MediVators 1991 Stock Option Plan (the "MediVators
Plan") which became fully exercisable as a result of the MediVators merger. At
July 31, 2001, one option to purchase 1,607an aggregate of 9,000 shares of Common Stockcommon stock at a price of
$6.08prices between $3.54 and $5.83 per share was outstanding under the MediVators Plan. No additionalshare. These options will be granted under the MediVators Plan.are exercisable in full.

In October 1996, Mr. Diker was granted a ten-year non-plan option to purchase 50,00075,000 shares of Common Stockcommon stock at an exercise price of $7.375$4.91 per share. In October 1997, Mr. Diker was granted a ten-year non-plan option to purchase 50,00075,000 shares of Common Stockcommon stock at an exercise price of $7.00$4.66 per share. In October 1998, Mr. Diker was granted a ten-year non-plan option to purchase 50,00075,000 shares of Common Stockcommon stock at an exercise price of $7.75$5.16 per share. All of said options are exercisable in full.

In October 1998, Dr. Rowe was granted a ten-year non-plan option to purchase
10,000 shares of Common Stock at an exercise price of $8.00 per share. In March
1999, Dr. Rowe was granted a ten-year non-plan option to purchase 10,000 shares
of Common Stock at an exercise price of $6.375 per share. All of said options
are exercisable in full.
In October 2000, Mr. Cohen was granted a five-year non-plan option to purchase 10,00015,000 shares of Common Stockcommon stock at an exercise price of $8.38$5.58 per share. This option is exercisable in full.
In November 2002, Mr. Segel was granted a five-year non-plan option to purchase 50,000 shares of common stock at an exercise price of $10.59 per share. This option is exercisable in three equal annual installments beginning October
2000.November 2003.
Compensation Committee Report
The Compensation Committee of the Company's Board of Directors is responsible for setting and administering the policies which govern annual executive compensation and for administering the grant of options under the Company's stock option plans. The Compensation Committee is currently comprised of three members, Mr. Hirschfield, Chairman, and Mr. Cohen and Dr. Foreman, each of whom is a non-employee director.
Executive compensation for the fiscal year ended July 31, 2004 consisted of base salary plus bonus or incentive compensation (when earned). The policy of the Compensation Committee, in consultation with the Chairman and the Chief Executive Officer, where appropriate, is to provide compensation to the Chief Executive Officer and the Company's other executive officers reflecting the contribution of such executives to the Company's growth in sales and earnings, the implementation of strategic plans consistent with the Company's long-term objectives, and the enhancement of shareholder value.
Messrs. Reilly, Krakauer, Malkin, Segel and Sheldon are employed and compensated pursuant to written employment agreements as described above.
Long-term incentive compensation consists exclusively of the award of stock options under the Company's Employee Plan and, in the case of officers who serve as directors of the Company, non-discretionary annual option grants of 1,500 shares under the Company's 1998 Directors' Plan. In November 2000,addition, officers participate in the Company's 401(k) plan and Mr. HarrisVella participates in the deferred profit sharing plan of the Company's Canadian subsidiary.
The Compensation Committee is responsible for the award of stock options under the Employee Plan. Three non-employee directors, Messrs. Hirschfield, Cohen and Dr. Foreman, currently serve on the Compensation Committee, which administers the granting of options under the Employee Plan.
Compensation Committee Interlocks and Insider Participation
No officer of the Company served on the Compensation Committee during its last fiscal year. Mr. Reilly, the President and Chief Executive Officer of the Company, however, participated in deliberations concerning executive compensation, except with respect to the compensation of the Chairman of the Board and himself. Mr. Diker, Chairman of the Company, also participated in such deliberations except with respect to his own compensation.
Compensation Committee:

Alan J. Hirschfield (Chairman)
Joseph M. Cohen
Spencer Foreman, M.D.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The firm of Ernst & Young LLP has audited the financial statements of the Company for the last fifteen years. In addition to retaining Ernst & Young LLP to audit our consolidated financial statements for the fiscal year ended July 31, 2004, the Company and its affiliates retained Ernst & Young LLP to provide tax and other advisory services in the fiscal year ended July 31, 2004, and expect to continue to do so in the future.
Auditor Fees
The following table presents fees for professional audit services rendered by Ernst & Young LLP for the audit of the Company's annual financial statements and review of financial statements included in the Company's quarterly reports on Form 10-Q ("Audit Fees") for fiscal 2004 and 2003, and fees billed for other services rendered by Ernst & Young LLP.
2004 2003
Audit Fees $ 366,855 $ 320,250
Audit Related Fees⁽¹⁾⁽²⁾ 57,499 21,450
Tax Fees⁽²⁾⁽³⁾ 166,607 271,200
Total $ 590,961 $ 612,900
(1)
Audit related fees for fiscal 2004 consisted principally of fees related to advice given with respect to the Company's internal controls and various accounting matters, and fees related to the audit of a benefit plan of the Company. For fiscal 2003, audit related fees consisted primarily of fees related to the audit of a benefit plan of the Company.

(2)
The Audit Committee has determined that the provision of all non-audit services performed for the Company by Ernst & Young LLP is compatible with maintaining that firm's independence.

(3)
Tax fees consisted primarily of services related to federal, state and international tax compliance, the majority of which related to the preparation of income tax returns, as well as services related to tax due diligence in connection with acquisitions.
The Audit Committee has a written preapproval policy with respect to engaging Ernst & Young LLP for any services. In 2004, all of the audit fees, audit-related fees and tax fees were approved by the Audit Committee.
Audit Committee Report
The Audit Committee of the Company's Board of Directors is providing this report to enable stockholders to understand how it monitors and oversees the Company's financial reporting process. The Audit Committee operates pursuant to an Audit Committee Charter that is reviewed annually by the Audit Committee and updated as appropriate. The Audit Committee Charter was grantedrevised as of March 24, 2004 and a ten-year, non-plan optioncopy of the revised charter is attached as Annex C to purchase 26,250 sharesthis Proxy Statement.
This report confirms that the Audit Committee has (1) reviewed and discussed the audited financial statements for the year ended July 31, 2004 with management and Cantel's independent registered public accounting firm; (2) discussed with the Company's independent registered public accounting firm the matters required to be reviewed pursuant to the Statement on Auditing Standards No. 61 (Communications with Audit Committees); (3) reviewed the written disclosures letter from the Company's independent registered public accounting firm as required by Independence Standards Board Standard No. 1 (Independent Discussions with Audit Committees); and (4) discussed with the Company's independent registered public accounting firm their independence from the Company.

Based upon the above review and discussions, the Audit Committee recommended to the Board of Common Directors that the audited financial statements for the year ended July 31, 2004 be included in the Company's Annual Report on Form 10-K for filing with the Securities and Exchange Commission.
No portion of this Audit Committee Report shall be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, through any general statement incorporating by reference in its entirety the Proxy Statement in which this report appears, except to the extent that the Company specifically incorporates this report or a portion of it by reference. In addition, this report shall not be deemed to be filed under either the Securities Act or the Exchange Act.
Audit Committee:

Robert L. Barbanell (Chairman)
Alan R. Batkin
Bruce Slovin

Stock at an exercise price of $8.88 per share.
This option is exercisable immediately. In October 2001, Mr. Harris was granted
a ten-year non-plan option to purchase 50,000 shares of Common Stock at an
exercise price of $22.45. This option is exercisable in three equal annual
installments beginning October 2001.

In September 2001, Dr. Shapiro was granted a five-year non-plan option to
purchase 10,000 shares of Common Stock at an exercise price of $18.49 per share.
This option is exercisable in three equal annual installments beginning
September 2001.

STOCK PERFORMANCE GRAPHPerformance Graph
The graph below compares the cumulative total stockholder return on the Company's Common Stockcommon stock for the last five fiscal years with the cumulative total return on the Nasdaq Stock Market/U.S.Russell 2000 Index and the Nasdaq Non-FinancialDow Jones U.S. Medical Products Index over the same period (assuming the investment of $100 in the Company's Common
Stock,common stock, the Nasdaq Stock Market/U.S.Russell 2000 Index, and the Nasdaq Non-FinancialDow Jones U.S. Medical Products Index on July 31, 1996,1999, and, where applicable, the reinvestment of all dividends).

EDGAR REPRESENTATION
COMPARISON OF DATA POINTS USED IN PRINTED GRAPHIC

JUL-96 JUL-97 JUL-98 JUL-99 JUL-00 1-JUL

CANTEL MEDICAL CORP. 100.00 80.73 128.44 77.98 114.22 370.50
NASDAQ STOCK MARKET (U.S.) 100.00 147.55 173.64 248.14 353.41 189.68
NASDAQ NON-FINANCIAL 100.00 145.15 168.98 249.19 368.46 185.06

SECTION5 YEAR CUMULATIVE TOTAL RETURN*
AMONG CANTEL MEDICAL CORP., THE RUSSELL 2000 INDEX
AND THE DOW JONES US MEDICAL PRODUCTS INDEX
*
$100 invested on 7/31/99 in stock or index-
including reinvestment of dividends.
Fiscal year ending July 31.

Section 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEBeneficial Ownership Reporting Compliance
Under the securities laws of the United States, the Company's directors, executive officers, and any persons holding more than ten percent of the Company's Common Stockcommon stock are required to report their initial ownership of the Company's Common Stockcommon stock and any subsequent changes in their ownership to the Securities and Exchange Commission ("SEC").SEC. Specific due dates have been established by the SEC, and the Company is required to disclose in this Report any failure to file by those dates. Based upon (i) the copies of Section 16(a) reports that the Company received from such persons for their 20012004 fiscal year transactions and (ii) the written representations received from one or more of such persons that no annual Form 5 reports were

required to be filed for them for the 20012004 fiscal year, the Company believes that there has been compliance with all Section 16(a) filing requirements applicable to such officers, directors, and ten-percent beneficial owners for such fiscal year, except for annualthe following: a report on a Form 5 reports for all directors4 of a sale of stock by William J. Vella, an officer of a subsidiary of the Company, as of the fiscal year
ended 2000, which reports were due by September 14, 2001 but were notwas inadvertently filed until October 15, 2001.

15
approximately one week late.

STOCKHOLDER PROPOSALS FOR 20022004 PROXY STATEMENT

Stockholder
The deadline for submitting a stockholder proposal for inclusion in the Company's proxy statement and form of proxy for the Company's 2005 annual meeting of stockholders is the close of business on July 25, 2005. In order to comply with applicable provisions of the Company's By-Laws, proposals that areof stockholders intended to be presented at the Company's 2002 Annual Meeting2005 annual meeting of Stockholdersstockholders without inclusion of such proposals in the Company's proxy statement and form of proxy relating to the meeting must be received by the Company no later than the close of business on October 1, 2002 (based17, 2005 and no earlier than the close of business on Company's intention to hold its next annual
meeting in December 2002) in order to be included in the proxy statement and
related materials.

September 16, 2005.

FORM 10-K
UPON THE WRITTEN REQUEST OF A RECORD HOLDER OR BENEFICIAL OWNER OF COMMON STOCK ENTITLED TO VOTE AT THE MEETING, THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JULY 31, 2001,2004, INCLUDING THE FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. REQUESTS SHOULD BE MAILED TO MS. JOANNA Z. ALBRECHT, CANTEL MEDICAL CORP., 150 CLOVE ROAD, LITTLE FALLS, NJ 07424. OUR ANNUAL REPORT ON FORM 10-K IS ALSO AVAILABLE THROUGH OUR WEBSITE ATWWW.CANTELMEDICAL.COM.

SOLICITATION OF PROXIES
The cost of solicitation of proxies in the accompanying form has been or will be borne by the Company. In addition to solicitation by mail, arrangements may be made with brokerage houses and other custodians, nominees and fiduciaries to send proxy material to beneficial owners, and the Company will, upon request, reimburse them for any attendant expenses.
In order to ensure the presence of a quorum at the Meeting, all stockholders are requested to sign and return promptly the enclosed proxy in the postage paid envelope provided for that purpose. The signing of the proxy will not prevent your attending the meeting and voting in person if you wish to do so.

OTHER MATTERS
The Board knows of no other matters to be presented for stockholder action at the Meeting. However, if other matters do properly come before the Meeting or any adjournments or postponements thereof, the Board intends that the persons named in the proxies will vote upon such matters in accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS

Darwin C. Dornbush
Secretary
November 22, 2004

Annex A

Director Qualification Standards
A majority of the members of the Board of Directors and all of the members of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee must qualify as independent directors in accordance with the applicable provisions of the Securities Exchange Act of 1934, and the rules promulgated thereunder and the applicable rules of the NYSE.
To assist it in making its determination regarding independence, the Board will consider, at a minimum, the following categorical standards:
•
No Director who is an employee or a former employee of the Company will be considered "independent" until three years after the employment has ended.

•
No Director will be considered independent who receives more than $100,000 per year in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service) until three years after he ceases to receive more than $100,000 per year in such compensation.

•
No Director who is, or in the past three years has been, affiliated with or employed by a present or former auditor of the Company or an affiliate will be considered "independent" until three years after the end of either the affiliation or the auditing relationship.

•
No Director who is, or in the past three years has been, part of an interlocking directorate in which an executive officer of the Company serves on the compensation committee of another company that currently employs the Director will be considered "independent."

•
Directors with immediate family members in any of the above categories will not be considered "independent" until the expiration of the relevant three-year period; provided, however, that employment of a family member of a Director in a non-officer position will not preclude a determination that the Director is independent.

•
No Director who during the prior three years was an executive officer or an employee, or whose immediate family member was an executive officer, of a company that made payments to, or received payments from the Company for property or services in an amount which, in any single fiscal year, exceeded the greater of $1,000,000 or 2% of such other company's consolidated gross assets.

Annex B

1997 EMPLOYEE STOCK OPTION PLAN
OF
CANTEL MEDICAL CORP.
1. The Plan. This 1997 Employee Stock Option Plan (the "Plan") is intended to encourage ownership of stock of Cantel Medical Corp. (the "Corporation") by specified employees of the Corporation and its subsidiaries and to provide additional incentive for them to promote the success of the business of the Corporation.
2. Stock Subject to the Plan. Subject to the provisions of Paragraph 14 hereof, the total number of shares of Common Stock, par value $.10 per share, of the Corporation (the "Stock") which may be issued pursuant to Incentive Stock Options ("ISOs"), as defined by Section 422 of the Internal Revenue Code, and non-Incentive Stock Options ("Non-ISOs") granted under the Plan (the "Options") shall be 2,500,000. Such shares of Stock may be in whole or in part, either authorized and unissued shares or treasury shares as the Board of Directors of the Corporation (the "Board") shall from time to time determine. If an Option shall expire or terminate for any reason without having been exercised in full, the unpurchased shares covered thereby shall (unless the Plan shall have been terminated) again be available for Options under the Plan.
3. Administration of the Plan. The Plan shall be administered by a committee (the "Committee") composed of two or more non-employee members of the Board which shall have plenary authority, in its discretion, to determine the employees of the Corporation and its subsidiaries to whom Options shall be granted ("Optionees"), the nature of the Option (i.e., whether an ISO or non-ISO), the number of shares to be subject to each Option (subject to the provisions of Paragraph 2), the option exercise price (the "Exercise Price") (subject to the provisions of Paragraph 7), the vesting schedule of each option and the other terms of each Option. The Board shall have plenary authority, subject to the express provisions of the Plan, to interpret the Plan, to prescribe, amend and rescind any rules and regulations relating to the Plan and to take such other action in connection with the Plan as it deems necessary or advisable. The interpretation and construction by the Board of any provisions of the Plan or of any Option granted thereunder shall be final and no member of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Option granted thereunder by the Committee.
4. Employees Eligible for Options. All employees of the Corporation or its subsidiaries shall be eligible for Options. In making the determination as to employees to whom Options shall be granted and as to the number of shares to be covered by such Options, the Committee shall take into account the duties of the respective employees, their present and potential contributions to the success of the Corporation and such other factors as it shall deem relevant in connection with accomplishing the purpose of the Plan.
5. Term of Plan. The Plan shall terminate on, and no Options shall be granted after, October 15, 2007 provided that the Committee may at any time terminate the Plan prior thereto.
6. Maximum Option Grant. With respect to an Option granted to an individual that is intended to qualify as an ISO, the aggregate fair market value (determined as of the time the Option is granted) of the Stock with respect to which such Option and all other ISOs granted to the individual (whether under this Plan or under any other stock option plan of the Corporation or any of its subsidiaries) become exercisable for the first time in any calendar year may not exceed $100,000.
7. Exercise Price. Each Option shall state the Exercise Price, which shall be, in the case of ISOs, not less than 100% of the fair market value of the Stock on the date of the granting of the Option, nor less than 110% in the case of an ISO granted to an individual who, at the time the Option is granted, is a 10% Holder (as hereinafter defined). The fair market value of shares of Stock shall be determined by the Board and shall be (i) the closing price of the Stock on the date of the granting of the Option as reported by the principal exchange on which the Company's Stock is traded or any

quotation reporting organization, or (ii) if the Stock did not trade on such date, the closing price of the Stock on the first day immediately preceding such date on which the Common Stock traded.
8. Term of Options. The term of each Option granted under this Plan shall be for a maximum of ten years from the date of granting thereof, and a maximum of five years in the case of an ISO granted to a 10% Holder, but may be for a lesser period or be subject to earlier termination as hereinafter provided.
9. Exercise of Options. An Option may be exercised from time to time as to any part or all of the Stock to which the Optionee shall then be entitled, provided, however, that an Option may not be exercised (a) as to less than 100 shares at any time (or for the remaining shares then purchasable under the Option, if less than 100 shares), (b) prior to the expiration of at least six months from the date of grant except in case of the death or disability of the Optionee or as otherwise approved by the Committee and (c) unless the Optionee shall have been in the continuous employ of the Corporation or its subsidiaries from the date of the granting of the Option to the date of its exercise, except as provided in Paragraphs 12 and 13. The Exercise Price shall be paid in full at the time of the exercise of an Option (i) by certified or bank check or (ii) by the transfer to the Corporation of shares of its Stock with a fair market value (as determined by the Committee) equal to the purchase price of the Stock issuable upon exercise of such Option; provided, however, that shares transferred under this subparagraph (ii) must have been continuously owned by the Optionee for at least one year immediately preceding such transfer or such shorter period (but in no event less than six months) approved by the Committee. The holder of an Option shall not have any rights as a stockholder with respect to the Stock issuable upon exercise of an Option until certificates for such Stock shall have been delivered to him after the exercise of the Option.
10. Non-transferability of Options. An Option shall not be transferable otherwise than by will or the laws of descent and distribution and is exercisable during the lifetime of the employee only by him or his guardian or legal representative.
11. Form of Option. Each Option granted pursuant to the Plan shall be evidenced by an agreement (the "Option Agreement") which shall clearly identify the status of the Options granted thereunder (i.e., an ISO or Non-ISO) and which shall be in such form as the Committee shall from time to time approve. The Option Agreement shall comply in all respects with the terms and conditions of the Plan and may contain such additional provisions, including, without limitation, restrictions upon the exercise of the Option, as the Committee shall deem advisable.
12. Termination of Employment. In the event that the employment of an Optionee shall be terminated (otherwise by reason of death), such Option shall be exercisable (to the extent that such Option was exercisable at the time of termination of his employment) at any time prior to the expiration of a period of time not exceeding three months after such termination, but not more than ten years (five years in the case of an ISO granted to a 10% Holder) after the date on which such Option shall have been granted. Nothing in the Plan or in the Option Agreement shall confer upon an Optionee any right to be continued as an employee of the Corporation or its subsidiaries or interfere in any way with the right of the Corporation or any subsidiary to terminate or otherwise modify the terms of an Optionee's employment, provided, however, that a change in an Optionee's duties or position shall not affect such Optionee's Option so long as such Optionee is still an employee of the Corporation or one of its subsidiaries.
13. Death of Optionee. In the event of the death of an Optionee, any unexercised portion of such Optionee's Option shall be exercisable (to the extent that such Option was exercisable at the time of his death) at any time prior to the expiration of a period not exceeding three months after his death but not more than ten years (five years in the case of an ISO granted to a 10% Holder) after the date on which such Option shall have been granted and only by such person or persons to whom such

deceased Optionee's rights shall pass under such Optionee's will or by the laws of descent and distribution.
14. Adjustments upon Changes in Capitalization. In the event of changes in the outstanding Stock of the Corporation by reason of stock dividends, splitups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations or liquidations, the number and class of shares or the amount of cash or other assets or securities available upon the exercise of any Option granted hereunder and the maximum number of shares as to which Options may be granted to an employee shall be correspondingly adjusted, to the end that the Optionee's proportionate interest in the Corporation, any successor thereto or in the cash, assets or other securities into which shares are converted or exchanged shall be maintained to the same extent, as near as may be practicable, as immediately before the occurrence of any such event. All references in this Plan to "Stock" from and after the occurrence of such event shall be deemed for all purposes of this Plan to refer to such other class of shares or securities issuable upon the exercise of Options granted pursuant hereto.
15. Stockholder and Stock Exchange Approval. This Plan is subject to and no Options shall be exercisable hereunder until after (i) the approval by the holders of a majority of the Stock of the Corporation voting at a duly held meeting of the stockholders of the Corporation within twelve months after the date of the adoption of the Plan by the Board, and (ii) the approval by the New York Stock Exchange, Inc. of a listing application covering the shares of Stock covered by this Plan.
16. Amendment of the Plan. The Board shall have complete power and authority to modify or amend the Plan (including the form of Option Agreement) from time to time in such respects as it shall deem advisable; provided, however, that the Board shall not, without the approval of the votes represented by a majority of the outstanding Stock of the Corporation present or represented at a meeting duly held in accordance with the applicable laws of the Corporation's jurisdiction of incorporation and entitled to vote at a meeting of stockholders or by the written consent of stockholders owning stock representing a majority of the votes of the Corporation's outstanding stock, (i) increase the maximum number of shares which in the aggregate are subject to Options under the Plan (except as provided by Paragraph 14), (ii) extend the term of the Plan or the period during which Options may be granted or exercised, (iii) reduce the Exercise Price in the case of ISOs below 100% (110% in the case of an ISO granted to a 10% Holder) of the fair market value of the Stock issuable upon exercise of Options at the time of the granting thereof, other than to change the manner of determining the fair market value thereof, (iv) modify the requirements as to eligibility for participation in the Plan, (v) with respect to options which are ISOs, amend the plan in any respect which would cause such options to no longer qualify for ISO treatment pursuant to the Internal Revenue Code, (vi) increase the maximum number of shares of Stock for which any employee may be granted Options under the Plan pursuant to Paragraph 6, (vii) materially increased the benefits accruing to participants under the Plan, or (viii) make any other change to the terms of the Plan which would require approval by the stockholders pursuant to the rules and regulations of the Securities and Exchange Commission or the listing standards and rules of the securities exchange on which the Stock is listed. No termination or amendment of the Plan shall, without the consent of the individual Optionee, adversely affect the rights of such Optionee under an Option theretofore granted to him or under such Optionee's Option Agreement.
17. Taxes. The Corporation may make such provisions as it may deem appropriate for the withholding of any taxes which it determines is required in connection with any Options granted under the Plan. The Corporation may further require notification from the Optionees upon any disposition of Stock acquired pursuant to the exercise of Options granted hereunder.
18. Code References and Definitions. Whenever reference is made in this Plan to a section of the Internal Revenue Code, the reference shall be to said section as it is now in force or as it may

hereafter be amended by any amendment which is applicable to this Plan. The term "subsidiary" shall have the meaning given to the term "subsidiary corporation" by Section 424(f) of the Internal Revenue Code. The terms "Incentive Stock Option" and "ISO" shall have the meanings given to them by Section 422 of the Internal Revenue Code. The term "10% Holder" shall mean any person who, for purposes of Section 422 of the Internal Revenue Code, owns more than 10% of the total combined voting power of all classes of stock of the employer corporation or of any subsidiary corporation.

Annex C

CANTEL MEDICAL CORP.

CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS

Darwin C. Dornbush
SECRETARY

May 3, 2002

ANNEX A

CANTEL MEDICAL CORP.

CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
(REVISED APRIL 15, 2002)

I. PURPOSE
PRIMARY FUNCTION
The primary function of the Audit Committee (the "Committee") is to represent the Board of Directors in fulfilling its oversight responsibilities by:
1.
Appointing, retaining (or terminating) and overseeing the work of the independent registered public accounting firm;

2.
Approving the compensation of the independent registered public accounting firm;

3.
Reviewing the integrity of financial reports an other financial and
related information released by the Company to the public, or in certain
circumstances governmental bodies

2. Reviewing the Company'scompany's system of internal controls regarding finance, accounting, business conduct and ethics and legal compliance that management and the Board have established;

3. established in connection with such matters;

4.
Reviewing the Company's accounting and financial reporting processes;

5.
Reviewing the integrity of financial reports and other financial and related information released by the Company to the public, or in certain circumstances governmental bodies;

6.
Reviewing and appraising with management the performance of the Company's independent auditors;

5. registered public accounting firm;

7.
Providing an open avenue of communication between the independent auditorsregistered public accounting firm and the Board; and

8.
Receiving and investigating notices of financial improprieties.
The Committee's purpose is (i) to assist the Board in fulfilling its oversight responsibilities with respect to (1) the integrity of Directors.

II. COMPOSITIONthe Company's financial statements, (2) the Company's compliance with legal and regulatory requirements, (3) the independent registered public accounting firm's qualifications and independence, and (4) the performance of the Company's internal audit function and independent registered public accounting firm and (ii) to prepare a report in accordance with the rules of the Securities and Exchange Commission ("SEC") to be included in the Company's annual proxy statement.
The AuditCommittee has the authority to conduct any investigation appropriate to fulfilling its responsibilities. It shall have direct access to the independent registered public accounting firm as well as anyone in the Company as deemed necessary by the Committee. The Committee has the authority to retain, at the Company's expense, special legal, accounting, or other experts, consultants and advisors it deems necessary in the performance of its duties.
The Committee should have a clear understanding with the independent registered public accounting firm that they must maintain an open and transparent relationship with the Committee, that the ultimate accountability of the independent registered public accounting firm is to the Committee and that the independent registered public accounting firm must report directly to the Committee. The Committee shall make regular reports to the Board concerning its activities.
The Company shall provide the Committee with appropriate funding, as determined by the Committee, (i) to compensate the independent registered public accounting firm engaged for purposes of rendering an audit report or related work or performing other audit, review or attest services, (ii) to compensate any experts, consultants or advisors engaged by the Committee, and (iii) for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
The Committee shall give prompt notice to the Company's Chief Financial Officer of all expenditures by the Committee.
II.
COMMITTEE COMPOSITION
The Committee shall be comprised of three or more directors, each of whom shall be independent directors and free from any relationship that, inmeet the opinionindependence requirements of the Board, would interfere withSEC and the exerciseNew York Stock Exchange ("NYSE"). No member of the Committee, other than in his or her
independent judgmentcapacity as a member of the Board or a committee, shall (i) accept any consulting, advisory or other fee from the Company or any subsidiary of the Company or (ii) be an affiliated person of the Company or any subsidiary of the Company. No Committee member shall serve simultaneously on the audit committees of more than two other public companies without the consent of the Board of Directors. Such consent may be given by the Board only if it determines that such simultaneous service will not impair the ability of such member to effectively serve on the Company's Audit Committee.
All members of the Committee shall meet the expertise requirements of the SEC and the NYSE. All members shall have a working familiarity with basic understanding of finance and accounting practices,and be able to read and understand fundamental financial statements, and at least one member of the Committee shall havequalify as an "audit committee financial management expertise.expert" under the Sarbanes Oxley Act of 2002.
The members of the Committee shall be elected or reappointed by the Board annually for a one year term. A ChairpersonChairman shall be appointed by the Board.
III.
MEETINGS
The Committee will meet with management and the independent registered public accounting firm at least two times annually and be available to meet more frequently as circumstances dictate. Scheduled meetings of the Audit
Committee are (a) to review and approve the scope and fees of the annual audit to be performed by the Company's independent auditorsregistered public accounting firm and (b) to review and discuss the results of the audit and the Company's 10-K report, prior to its filing. In addition, the Committee ChairpersonChairman should meet with the independent auditorsregistered public accounting firm and senior management periodically to review the Company's financial statements, 10-Q reportreports and other relevant interim reports before release and/or filing. Incidental to any of these regularly scheduled meetings,The Committee shall meet periodically with management, the Committee should
meet, if necessary, with managementinternal auditors (or other personnel responsible for the internal audit function) and the independent auditorsregistered public accounting firm in separate executive sessions to discuss any matters that the Committee and each of these
groups believe should be discussed privately.

A-1
sessions.
IV.
RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Audit Committee shall:

DOCUMENTS/REPORTS REVIEW

Documents/Reports Review
1.
Review with financial management and update this Charter periodically, as conditions dictate.

2. Reviewthe independent registered public accounting firm, prior to filing, the Company's annual financial statementstatements, quarterly financial statements, the 10-K report and other reports, and the year-end earnings release and other financial and related information released to the public, or in certain circumstances governmental bodies, including the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and any certification, report, opinion or review rendered by the independent auditors.

3. registered public accounting firm.

2.
Review with financial management and the independent auditorsregistered public accounting firm each quarterly earnings release as well as financial information and 10-Q priorearnings guidance provided to it filing.analysts and rating agencies. The ChairpersonChairman of the Committee may represent the entire CommitteCommittee for purposes of this review.

3.
Review with independentmanagement and the external auditors the results of the audit, including any difficulties encountered. This review will include any restrictions on the scope of the independent registered public accounting firm's activities or on access to requested information, and any significant disagreements with management.

4.
Review with the independent registered public accounting firm and senior management the recommendations of the independent registered public accounting firm included in their management letter, if any, and their informal observations regarding the adequacy of overall financial and accountinaccounting procedures of the Company.
On

5.
Review and discuss with management all Section 302 and 906 certifications and Section 404 internal control reports (including the basis of this review, make recommendations to senior management
for any changes that seem appropriate.

5. Prepare the minutes of each meeting, distribute to all membersattestation of the Boardindependent registered public accounting firm) required by the Sarbanes Oxley Act of Directors2002.

6.
Review disclosures made by the Chief Executive Officer and provide periodic summary reportsthe Chief Financial Officer during the Forms 10-K and 10-Q certification process about significant deficiencies in the design and operation of internal controls or any fraud that involves management or other employees who have a significant role in the Company.
Independent Registered Public Accounting Firm
7.
Appoint, retain (or terminate) and oversee the independent registered public accounting firm. Although the Committee has the sole authority to ratify the independent registered public accounting firm, the Committee shall recommend that the Board of
Directors. The permanent file ofask the minute will be maintained byCompany's shareholders, at their annual meeting, to ratify the Secretary of the Company.

INDEPENDENT AUDITORS

6. Review with management and recommend to the Board of Directors theCommittee's selection of the independent auditors. On an annual basis,registered public accounting firm. The Committee shall also approve the Committee
willcompensation of the independent registered public accounting firm.

8.
At least annually, obtain and review a formal written statement from the independent registered public accounting firm describing:

•
the firm's internal quality-control procedures;

•
any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and discussany steps taken to deal with any such issues; and

•
(to access the auditor's independence) all relationships between the independent registered public accounting firm and the Company and its directors and officers.

9.
In the context of the Audit Committee's evaluation of the independent registered public accounting firm:

•
take into account the opinions of management and the internal auditor;

•
engage in a dialogue with the auditors all significantindependent registered public accounting firm with respect to any disclosed relationships including non-auditor services proposedthat may impair the objectivity and independence of the independent registered public accounting firm;

•
evaluate the lead partner;

•
consider whether a rotation of the independent registered public accounting firm is appropriate;

•
confirm that no audit partner who provides services to the Company earns or performed,receives compensation from the auditors haveindependent registered public accounting firm based on the audit

partner procuring engagements with the Company for services or products other than audit, review or attest services; and
•
present its conclusions with respect to determine the auditors' independence.

7. Reviewexternal auditor to the fees, expenses and performance of th independent auditors
and, if so determined by the Audit Committee, recommend that the Board
replace the independent auditor.

8. full Board.

10.
Meet with the independent auditorregistered public accounting firm prior to the audit to review the planning and staffing of the audit.

11.
In addition to approving the engagement of the independent registered public accounting firm to audit the Company's consolidated financial statements, approve all use of the Company's independent registered public accounting firm for non-audit services, other than prohibited non-audit services as specified in Section 10A(g) of the Securities Exchange Act of 1934, as amended. Audit and non-audit services must be approved either (a) explicitly in advance or (b) pursuant to a pre-approval policy established by the Committee that is detailed as to the services that may be pre-approved, does not permit delegation of approval authority to the Company's management, and requires management to inform the Committee of each service approved and performed under the policy.

12.
Prior to releasing the year-end earnings, discuss the results of the audit with the independent registered public accounting firm. In this regard, the Committee shall obtain, review and discuss with the independent registered public accounting firm reports and analyses from the independent registered public accounting firm concerning: (a) all critical accounting policies and practices used by the Company, (b) significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including all alternative treatments of financial information within generally accepted accounting principles ("GAAP") that have been discussed with management, the ramifications of the use of the alternative disclosures and treatments, and the treatment preferred by the independent registered public accounting firm, (c) significant issues regarding accounting principles and estimates, (d) off-balance sheet items, (e) related party transactions, and (f) any other material written communications between the independent registered public accounting firm and management. In addition, the Committee shall discuss certain matters required to be communicated by the independent registered public accounting firm to the Committee in accordance with generally accepted auditing standards.

13.
Ensure that the lead audit partner assigned by the Company's independent registered public accounting firm to the Company, as well as the reviewing or concurring audit partner and the other audit engagement team partners, shall be rotated in accordance with the rules and regulations of the SEC.

14.
Annually consult with the independent auditorsregistered public accounting firm out of the presence of management about the integrity of internal controls, and the fullness and accuracy of the Company's financial statements.

FINANCIAL REPORTING PROCESS

10. In consultation withstatements, and such other matters as the Committee deems necessary and appropriate.

15.
Establish clear hiring policies for employees and former employees of the independent auditors, reviewregistered public accounting firm.
Financial Reporting Process
16.
Review the integrity of the Company's financial reporting process, both internal and external.

11. Review and consider the independent auditors' judgments about the
appropriateness of the Company's accounting principles as applied in its
financial reporting.

12. Review and consider major changes to the Company's accounting principles
and practices as proposed by management or the independent auditors.

PROCESS IMPROVEMENT

13. Establish regular reporting to the Audit Committee by management and the
independent auditors regarding any principal/critical risks, emerging or
developing issues and significant judgments made or to be made in
management's preparation of the financial statements.

A-2

14. Following completion of the annual audit,

17.
Regularly review separately with management and the independent auditorsregistered public accounting firm any significant audit problems or difficulties encountered during the course of the audit and management's response, including any restrictions on the scope of work or

access to required information, or any significant changes to the planned scopedisagreements with management, and a discussion of the audit.

15. responsibilities, budget and staffing of the Company's internal audit function.
18.
Review any significant disagreement among management and the independent auditorsregistered public accounting firm in connection with the preparation of the financial statements.

16. Review with the independent auditors
Ethical and management the extent to which
changes or improvements in financial or accounting practices, as
approved by the Audit Committee, have been implemented.

ETHICAL AND LEGAL COMPLIANCE

17. Review the Company's programs and processes for risk management and
protection of the Company's assets and business, including management's
monitoring of compliance with such programs.

18. Review that management has sufficient policies and procedures in place
to ensure that the Company's financial statements, reports and other
financial information disseminated to governmental organizations and the
public satisfy legal requirements.

Legal Compliance
19.
Review with the Company's counsel legal compliance matters, including corporate securities trading policies.

the Company's Securities Trading Policy and Code of Business Conduct and Ethics.

20.
Review with the Company's counsel any legal matter that could have a significant impact on the Company's financial statements.
Other Committee Responsibilities
21.
Regularly report to the Board about Committee activities and issues that arise with respect to quality or integrity of the Company's financial statements, the Company's compliance with legal or regulatory requirements, the performance and independence of the company's independent registered public accounting firm, and the performance of the internal audit function.

22.
Establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, and auditing matters and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding such matters, consistent with the Company's Code of Business Conduct and Ethics.

23.
Annually prepare a report to shareholders as and to the extent required by SEC rules and regulations. The report should be included in the Company's annual proxy statement to the extent required by applicable SEC rules and regulations.

24.
Discuss with management the Company's major policy with respect to risk assessment and risk management.

25.
Perform any other activities consistent with this Charter, the Company's By- lawsby-laws, and governmentgoverning law, as the Committee or the Board deems necessary or appropriate.

26.
Ensure that minutes of each meeting are prepared and distributed to all members of the Board and provide periodic summary reports to the Board. The permanent file of the minutes will be maintained by the Secretary of the Company.

27.
Review and update this Charter periodically, as conditions dictate. The Charter should be submitted to the Board for approval and published as required by SEC regulations.

28.
Evaluate the Committee's and individual members' performance at least annually.
While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company's financial statements are complete and accurate and are in accordance with generally accepted accounting principles.GAAP. This is the responsibility of management and the independent auditor.registered public accounting firm. Nor is it the duty of the Audit Committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditorregistered public accounting firm or to assure compliance with laws and regulations.

A-3

ANNEX B

CERTIFICATE

ANNUAL MEETING OF AMENDMENTSTOCKHOLDERS OF CERTIFICATE OF INCORPORATION
OF
CANTEL MEDICAL CORP.

------------------------

ADOPTED
December 16, 2004

Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
/*\ Please detach along perforated line and mail in the envelope provided./*\
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND "FOR" PROPOSALS 2 AND 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN ACCORDANCE WITH THE PROVISIONSENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ý
1.
ELECTION OF SECTION 242DIRECTORS NOMINEES FOR TERMS EXPIRING AT 2007 ANNUAL MEETING OF STOCKHOLDERS:
o FOR ALL NOMINEES NOMINEES:
o CHARLES M. DIKER
o ALAN J. HIRSCHFIELD
o BRUCE SLOVIN

o WITHHOLD AUTHORITY
FOR ALL NOMINEES

o FOR ALL EXCEPT
(See instructions below)

INSTRUCTION:
To withhold authority to vote for any individual nominee(s), mark "FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to withhold, as shown here: •

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.
o
2. TO APPROVE THE AMENDMENT TO THE COMPANY'S 1997 EMPLOYEE STOCK OPTION PLAN: FOR
o AGAINST
o ABSTAIN
o

TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR ITS FISCAL YEAR ENDING JULY 31, 2005:

IN THEIR DISCRETION WITH RESPECT TO ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

Unless a contrary direction is indicated, the shares represented by this proxy will be voted for all nominees for directors named in the proxy statement enclosed herewith and for Proposals 2 and 3; if specific instructions are indicated, this proxy will be voted in accordance with such instructions.

PLEASE VOTE, SIGN AND DATE THIS PROXY AND RETURN IT AT ONCE, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING. YOU MAY VOTE IN PERSON IF YOU DO ATTEND.
Signature of Stockholder Date:
Signature of Stockholder Date:
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
CANTEL MEDICAL CORP.

PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE GENERAL
CORPORATION LAWBOARD OF THE STATE OF DELAWARE

------------------------

We, James P. Reilly, President, and Darwin C. Dornbush, Secretary of Cantel
Medical Corp., a corporation existing under the laws of the State of Delaware,
do hereby certify as follows:

FIRST: That the Certificate of Incorporation of said corporation has been
amended as follows:

By striking out the first sentence of Article FOURTH, up to the colon,
as it now exists and inserting in lieu and instead thereof the following:

"FOURTH: The total number of shares of all classes of stock that the
Corporation shall have authority to issue is Twenty-One Million
(21,000,000), of which Twenty Million (20,000,000) shall be shares of Common
Stock, par value $0.10 per share, and One Million (1,000,000) shall be
shares of Preferred Stock, par value $1.00 per share, and the voting powers,
designations, preferences and relative, participating, optional or other
special qualifications, limitations or restrictions thereof are as follows:"

SECOND: That such amendment has been duly adopted in accordance with the
provisions of Section 242(b)(1) of the General Corporation Law of the State of
Delaware by the affirmative vote of the holders of a majority of the outstanding
common stock entitled to vote thereon at a meeting of holders of common stock.

IN WITNESS WHEREOF, we have signed this Certificate this day of May,
2002.

CANTEL MEDICAL CORP.

--------------------------------------------
James P. Reilly, President

ATTEST:
--------------------------------------------
Darwin C. Dornbush, Secretary

B-1

CANTEL MEDICAL CORP.

PROXYDIRECTORS
KNOW ALL MEN BY THESE PRESENTS, that the undersigned stockholder of CANTEL MEDICAL CORP. (the "Company") hereby appoints Charles M. Diker and James P. Reilly, and each of them, as proxies, with full power of substitution, to vote, as designated below,on the reverse side, on behalf of the undersigned the number of votes to which the undersigned is entitled, at the Annual Meeting of Stockholders of CANTEL MEDICAL CORP., to be held on Wednesday, May 29, 2002Thursday, December 16, 2004 at 2:10:00 p.m.a.m. at The Harmonie Club, 4 East 60th Street, New York, New York, or at any adjournments thereof:

(1)
(Continued and to be signed on the reverse side)

QuickLinks
NOTICE OF 2004 ANNUAL MEETING OF STOCKHOLDERS To Be Held On December 16, 2004
PROXY STATEMENT
PROPOSAL 1 ELECTION OF DIRECTORS

NOMINEES FOR TERMS EXPIRING AT 2002 ANNUAL MEETING
PROPOSAL 2 APPROVAL OF STOCKHOLDERS:

CHARLES M. DIKER, ALAN J. HIRSCHFIELD and BRUCE SLOVIN

FOR ALL NOMINEES WITHHOLD AUTHORITY

------------- -------------

To withhold authority to vote for any individual nominee, write the nominee's
name in the space provided below.

- ------------------------------

(2) TO APPROVE AN AMENDMENT TO THE COMPANY'S CERTIFICATE1997 EMPLOYEE STOCK OPTION PLAN
PROPOSAL 3 RATIFICATION OF INCORPORATION
TO INCREASESELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TRANSACTION OF OTHER BUSINESS
OWNERSHIP OF SECURITIES
EXECUTIVE COMPENSATION AND RELATED INFORMATION
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
STOCKHOLDER PROPOSALS FOR 2004 PROXY STATEMENT
FORM 10-K
SOLICITATION OF PROXIES
OTHER MATTERS
Annex A
Director Qualification Standards
Annex B
1997 EMPLOYEE STOCK OPTION PLAN OF CANTEL MEDICAL CORP.
Annex C
CANTEL MEDICAL CORP. CHARTER OF THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK FROM 12,000,000 to
20,000,000 SHARES.

FOR _____ AGAINST _____ ABSTAIN _____

(3) IN THEIR DISCRETION WITH RESPECT TO ANY OTHER MATTERS THAT MAY
PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

Unless a contrary direction is indicated, the shares represented by
this proxy will be voted for all nominees for directors named in the proxy
statement enclosed herewith and for Proposal 2; if specific instructions are
indicated, this proxy will be voted in accordance with such instructions.

PLEASE VOTE, DATE AND SIGN THIS PROXY AND RETURN IT AT ONCE, WHETHER OR
NOT YOU EXPECT TO ATTEND THE MEETING. YOU MAY VOTE IN PERSON IF YOU DO

ATTEND.

Dated:
--------------------------------------

--------------------------------------------

--------------------------------------------
Signature(s)

NOTE: If signing for estates, trusts or corporations,
title or capacity should be stated. If shares
are held jointly, each holder should sign.

THIS PROXY IS SOLICITED ON BEHALFAUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Filed by ~~the Registrant /X/~~ registrantý
Filed by a ~~Party~~party other than the ~~Registrant / /~~ registranto
Check the appropriate box: ~~/ /~~
o		Preliminary ~~Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)~~proxy statement
o		Confidential, for use of the commission only (as permitted by Rule 14a-16(e)(2)) ~~/X/~~
ý		Definitive ~~Proxy Statement / /~~ proxy statement
o		Definitive ~~Additional Materials / /~~ additional materials
o		Soliciting ~~Material Pursuant~~material pursuant to ~~Section240.14a-12 CANTEL MEDICAL CORP. ----------------------------------------------------------------------- (Name~~§ 240.14a-12

Cantel Medical Corp.
(Name of Registrant as Specified ~~In Its~~in its Charter) ~~CANTEL MEDICAL CORP. ----------------------------------------------------------------------- (Name~~
Cantel Medical Corp.
(Name of Person(s) Filing Proxy ~~Statement, if other than~~Statement)

Payment of filing fee (Check the ~~Registrant)~~

ý	No fee required. ~~/ /~~
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. ~~(1)~~
	1)	Title of each class of securities to which transaction applies: ~~---------------------------------------------------------- (2)~~
	2)	Aggregate number of securities to which transaction applies: ~~---------------------------------------------------------- (3)~~
	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: ~~---------------------------------------------------------- (4)~~
	4)	Proposed maximum aggregate value of transaction: ~~---------------------------------------------------------- (5)~~
	5)	Total fee paid: ~~---------------------------------------------------------- / /~~
o	Fee paid previously with preliminary ~~materials. / /~~ materials:
o	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)~~
	1)	Amount ~~Previously Paid: ---------------------------------------------------------- (2)~~ previously paid:
	2)	Form, ~~Schedule~~schedule or Registration Statement No.: ~~---------------------------------------------------------- (3)~~
	3)	Filing ~~Party: ---------------------------------------------------------- (4)~~ party:
	4)	Date ~~Filed: ----------------------------------------------------------~~ filed:
		Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Name of Director	Age	Principal Occupation	Director Since
James P. Reilly	64	President and Chief Executive Officer of the Company	1989
Robert L. Barbanell	74	President of Robert L. Barbanell Associates, Inc.	1994
Joseph M. Cohen	67	Chairman of JM Cohen & Co., L.L.C.	2000

Name of Director	Age	Principal Occupation	Director Since
Darwin C. Dornbush, Esq	74	Partner in the law firm of Dornbush Schaeffer Strongin & Weinstein, LLP	1963
Spencer Foreman, M.D	69	President of Montefiore Medical Center	2003
Alan R. Batkin	60	Vice Chairman of Kissinger Associates, Inc.	2004

		Shares Beneficially Owned(1)
Name and Address of Beneficial Owners	Position with the Company	Number		Percent of Total
Charles M. Diker 150 Clove Road Little Falls, NJ 07424	Chairman of the Board and Director	1,428,799	(2)	14.3	%
Alan J. Hirschfield	Vice Chairman of the Board and Director	244,499	(3)	2.5	%
Robert L. Barbanell	Director	72,903	(4)	*
Alan R. Batkin	Director	14,750	(5)	*
Joseph M. Cohen	Director	52,250	(6)	*
Darwin C. Dornbush, Esq.	Secretary and Director	36,750	(7)	*
Spencer Foreman, M.D.	Director	13,000	(8)	*
James P. Reilly	President and CEO and Director	387,759	(9)	3.9	%
Bruce Slovin	Director	231,250	(10)	2.4	%
Seth R. Segel	Senior Vice President - Corporate Development	16,667	(11)	*
Craig A. Sheldon	Senior Vice President and CFO	31,567	(12)	*
Roy K. Malkin	President and CEO of Minntech Corporation, a subsidiary of the Company	32,500	(13)	*
William J. Vella	President and CEO of Carsen Group Inc., a subsidiary of the Company	25,578	(14)	*
All officers and directors as a group of 15 persons		2,590,772	(15)	24.6	%

		Annual Compensation(1)		Long-Term Compensation Awards(2)
Name and Principal Position	Year	Salary ($)	Bonus ($)	Options (#)
Charles M. Diker Chairman of the Company	2004 2003 2002	225,000 225,000 175,000	0 0 0	1,500 1,500 1,500
James P. Reilly(3) President and Chief Executive Officer of the Company	2004 2003 2002	367,500 350,000 318,347	214,988 47,250 250,000	126,500 1,500 1,500
Roy K. Malkin(4) President and Chief Executive Officer of Minntech Corporation	2004 2003 2002	311,250 293,750 250,530	50,000 0 150,822	0 10,000 30,000
Seth R. Segel (5) Senior Vice President-Corporate Development	2004 2003	186,375 127,500	122,355 35,417	0 50,000
Craig A. Sheldon (6) Senior Vice President and Chief Financial Officer of the Company	2004 2003 2002	201,250 186,250 166,250	75,000 28,400 50,000	0 20,000 18,750
William J. Vella (7) President and Chief Executive Officer of Carsen Group Inc.	2004 2003 2002	256,100 212,220 193,000	143,563 24,218 0	0 25,000 15,000

						Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term($)(2)
		% of Total Options Granted to Employees During the Fiscal Year
	Number of Shares Underlying Options Granted
Name(1)				Exercise Price Per Share($)	Expiration Date
Name(1)				Exercise Price Per Share($)	Expiration Date	5%	10%
Charles M. Diker	1,500(3)	0.36	%	25.70	07/30/09	10.651	23,535
James P. Reilly	6,950(4)	1.66	%	14.25	10/15/08	27,362	60,463
	118,050(5)	28.17	%	15.10	12/12/08	492,487	1,088,268
	1,500(3)	0.36	%	25.70	07/30/09	10.651	23,535

			Number of Shares Underlying Unexercised Options at 7/31/04		Value of Unexercised in-the-Money Options at 7/31/04 ($)
Name	Shares Acquired On Exercise(#)	Value Realized($)(1)	Number of Shares Underlying Unexercised Options at 7/31/04		Value of Unexercised in-the-Money Options at 7/31/04 ($)
Name	Shares Acquired On Exercise(#)	Value Realized($)(1)	Exercisable	Non-Exercisable	Exercisable	Non-Exercisable
Charles M. Diker	1,500	31,815	237,750	2,250	4,909,058	9,563
James P. Reilly	1,500	20,580	246,078	43,922	4,369,518	457,260
Seth R. Segel	16,667	164,981	—	33,333	—	503,662
Craig A. Sheldon	12,375	164,576	19,501	28,574	344,315	399,216
Roy K. Malkin	52,500	756,000	22,500	25,000	367,200	343,300
William J. Vella	22,500	314,588	13,750	26,250	189,475	367,725

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights ($)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)
Equity compensation plans approved by security holders	1,211,767	11.69	562,098
Equity compensation plans not approved by security holders	285,333	5.73	N/A

Total	1,497,100	10.55	562,098

	2004		2003
Audit Fees	$	366,855	$	320,250
Audit Related Fees⁽¹⁾⁽²⁾		57,499		21,450
Tax Fees⁽²⁾⁽³⁾		166,607		271,200

Total	$	590,961	$	612,900

		Audit Committee:
		Robert L. Barbanell (Chairman) Alan R. Batkin Bruce Slovin

o FOR ALL NOMINEES		NOMINEES:
		o CHARLES M. DIKER
		o ALAN J. HIRSCHFIELD
		o BRUCE SLOVIN
o WITHHOLD AUTHORITY FOR ALL NOMINEES
o FOR ALL EXCEPT (See instructions below)

INSTRUCTION:	To withhold authority to vote for any individual nominee(s), mark "FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to withhold, as shown here: •

2.	TO APPROVE THE AMENDMENT TO THE COMPANY'S 1997 EMPLOYEE STOCK OPTION PLAN:	FOR o	AGAINST o	ABSTAIN o
3.	TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR ITS FISCAL YEAR ENDING JULY 31, 2005:	o	o	o
4.	IN THEIR DISCRETION WITH RESPECT TO ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
Unless a contrary direction is indicated, the shares represented by this proxy will be voted for all nominees for directors named in the proxy statement enclosed herewith and for Proposals 2 and 3; if specific instructions are indicated, this proxy will be voted in accordance with such instructions.
PLEASE VOTE, SIGN AND DATE THIS PROXY AND RETURN IT AT ONCE, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING. YOU MAY VOTE IN PERSON IF YOU DO ATTEND.