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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Molecular Devices Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box)
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
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2. Aggregate number of securities to which transaction applies:
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3. Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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4. Proposed maximum aggregate value of transaction:
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5. Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] 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.
6. Amount Previously Paid:
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7. Form, Schedule or Registration Statement No.:
Definitive 14A
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8. Filing Party:
Molecular Devices Corporation
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9. Date Filed:
April 25, 2000
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MOLECULAR DEVICES CORPORATION
1311 ORLEANS DRIVE
SUNNYVALE, CA 94089
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 25, 2000
TO THE STOCKHOLDERS OF MOLECULAR DEVICES CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Molecular
Devices Corporation, a Delaware corporation (the "Company"), will be held on
Thursday, May 25, 2000 at 10:30 a.m. local time at the Company's corporate
headquarters, located at 1311 Orleans Drive, Sunnyvale, California 94089 for the
following purposes:
1. To elect directors to serve for the ensuing year and until their
successors are elected.
2. To ratify the selection of Ernst & Young LLP as independent auditors of
the Company for its fiscal year ending December 31, 2000.
3. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has fixed the close of business on March 27, 2000,
as the record date for the determination of stockholders entitled to notice of
and to vote at this Annual Meeting and at any adjournment or postponement
thereof.
By Order of the Board of Directors
/s/ JAMES C. KITCH
James C. Kitch
Secretary
Sunnyvale, California
April 26, 2000
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF
MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE
GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE
NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER
NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD
HOLDER A PROXY ISSUED IN YOUR NAME.
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MOLECULAR DEVICES CORPORATION
1311 ORLEANS DRIVE
SUNNYVALE, CALIFORNIA 94089
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PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 25, 2000
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INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of
Molecular Devices Corporation, a Delaware corporation ("Molecular Devices" or
the "Company"), for use at the Annual Meeting of Stockholders to be held on May
25, 2000, at 10:30 a.m. local time (the "Annual Meeting"), or at any adjournment
or postponement thereof, for the purposes set forth herein and in the
accompanying Notice of Annual Meeting. The Annual Meeting will be held at the
Company's corporate headquarters, located at 1311 Orleans Drive, Sunnyvale,
California 94089. The Company intends to mail this proxy statement and
accompanying proxy card on or about April 26, 2000, to all stockholders entitled
to vote at the Annual Meeting.
SOLICITATION
The Company will bear the entire cost of solicitation of proxies, including
preparation, assembly, printing and mailing of this proxy statement, the proxy
card and any additional information furnished to stockholders. Copies of
solicitation materials will be furnished to banks, brokerage houses, fiduciaries
and custodians holding in their names shares of Common Stock beneficially owned
by others to forward to such beneficial owners. The Company may reimburse
persons representing beneficial owners of Common Stock for their costs of
forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular employees of the
Company. No additional compensation will be paid to directors, officers or other
regular employees for such services.
VOTING RIGHTS AND OUTSTANDING SHARES
Only holders of record of Common Stock at the close of business on March
27, 2000 will be entitled to notice of and to vote at the Annual Meeting. At the
close of business on March 27, 2000 the Company had outstanding and entitled to
vote 9,741,501 shares of Common Stock.
Each holder of record of Common Stock on such date will be entitled to one
vote for each share held on all matters to be voted upon at the Annual Meeting.
All votes will be tabulated by the inspector of election appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted towards a
quorum, but are not counted for any purpose in determining whether a matter has
been approved.
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's principal executive office, 1311
Orleans Drive, Sunnyvale, California 94089, a written notice of revocation or a
duly executed proxy bearing a later date, or it may be revoked by attending the
meeting and voting in person. Attendance at the meeting will not, by itself,
revoke a proxy.
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STOCKHOLDER PROPOSALS
The deadline for submitting a stockholder proposal for inclusion in the
Company's proxy statement and form of proxy for the Company's 2001 annual
meeting of stockholders pursuant to Rule 14a-8 of the Securities and Exchange
Commission is December 21, 2000. The deadline for submitting a stockholder
proposal or a nomination for director that is not to be included in such proxy
statement and proxy is February 19, 2001. Such proposal or nomination, however,
may not be submitted before January 20, 2001. Stockholders are also advised to
review the Company's By-laws, which contain additional requirements with respect
to advance notice of stockholder proposals and director nominations.
PROPOSAL 1
ELECTION OF DIRECTORS
There are eight nominees for the eight Board positions presently authorized
in the Company's By-laws. Each director to be elected will hold office until the
next annual meeting of stockholders and until his successor is elected and has
qualified, or until such director's earlier death, resignation or removal. Each
nominee listed below is currently a director of the Company, all eight directors
having been elected by the stockholders.
Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote. Shares represented by executed
proxies will be voted, if authority to do so is not withheld, for the election
of the eight nominees named below. In the event that any nominee should be
unavailable for election as a result of an unexpected occurrence, such shares
will be voted for the election of such substitute nominee as management may
propose. Each person nominated for election has agreed to serve if elected and
management has no reason to believe that any nominee will be unable to serve.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE.
NOMINEES
The names of the nominees and certain information about them are set forth
below:
NAME AGE PRINCIPAL OCCUPATION/POSITION HELD WITH THE COMPANY
---- --- ---------------------------------------------------
Joseph D. Keegan, Ph.D............... 46 President, Chief Executive Officer
Moshe H. Alafi....................... 71 General Partner, Alafi Capital Company
David L. Anderson.................... 56 General Partner, Sutter Hill Ventures
A. Blaine Bowman..................... 53 President, Chief Executive Officer, Dionex Corporation
Paul Goddard, Ph.D................... 50 President and Chief Executive Officer, Elan
Pharmaceuticals
Andre F. Marion...................... 64 Independent Investor
Harden M. McConnell, Ph.D............ 72 Robert Eckles Swain Professor of Physical Chemistry at
Stanford University, Management Consultant
J. Allan Waitz, Ph.D................. 64 Independent Investor
Joseph D. Keegan, Ph.D., was appointed as President and Chief Executive
Officer of the Company effective March 30, 1998. From 1992 to 1998, Dr. Keegan
served in various positions at Becton Dickinson and Company, a research and
diagnostic company, including the positions of Vice President, Sales and
Service, Vice President, General Manager of the Immunocytometry Systems Division
and, most recently, President of the Worldwide Tissue Culture Business. From
1987 to 1992, he was employed by LEICA, Inc., a microscope manufacturer, where
he held various senior management positions. Dr. Keegan holds a Ph.D. in
Chemistry from Stanford University.
Moshe H. Alafi has been a director of the Company since 1985. Mr. Alafi has
been the general partner of Alafi Capital Company since January 1984.
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David L. Anderson has been a director of the Company since 1983. Mr.
Anderson has been a managing director of the general partner of Sutter Hill
Ventures, a venture capital firm, since 1974. Mr. Anderson is also a director of
Dionex Corporation (Dionex), Broadvision and several private corporations.
A. Blaine Bowman has been a director of the Company since 1985. Mr. Bowman
is, and has been since 1980, President, Chief Executive Officer and a director
of Dionex.
Paul Goddard, Ph.D., has been a director of the Company since September
1995. Dr. Goddard has served as President and Chief Executive Officer of Elan
Pharmaceuticals, a division of Elan PLC, since 1998. Dr. Goddard served as
Chairman, Chief Executive Officer and Director of Neurex Corporation from 1991
through 1998 when Neurex Corporation was acquired by Elan PLC. From 1976 through
February 1991, Dr. Goddard was employed by SmithKline Beecham Corp. and its
predecessors in various positions, most recently as Senior Vice President and
Director, Japan-Pacific. He is also a director of Onyx Pharmaceutical Inc. and
was a director of RibiImmunochem Research until October 1999.
Andre F. Marion has been a director of the Company since September 1995.
Mr. Marion was a founder of Applied Biosystems, Inc., and served as its Chief
Operating Officer from 1983 to 1986, its President from 1985 to 1993, its Chief
Executive Officer from 1986 to 1993 and its Chairman of the Board from 1987 to
February 1993, when it merged with the Perkin-Elmer Corporation. Mr. Marion
served as Vice President of Perkin-Elmer Corporation and President of its
Applied Biosystems Division until his retirement in February 1995. Mr. Marion is
presently a management consultant and also a director of Applied Imaging Corp.,
Cygnus, Inc., Aclara Biosciences, Inc. and several private corporations.
Harden M. McConnell, Ph.D., founder of the Company, has been a director of
and a consultant to the Company since the Company's inception in July 1983. He
is the Robert Eckles Swain Professor of Physical Chemistry at Stanford
University and a member of the National Academy of Sciences. Dr. McConnell has
received many awards in recognition of his scientific work, most recently these
include the 1987 Pauling Medal for Chemistry and, in 1988, the National Academy
of Sciences Award in Chemical Sciences. Dr. McConnell has also received the Wolf
Prize (1984), the Wheland Medal (1988), the National Medal of Science (1989),
the Peter Debeye Award in Physical Chemistry (1990) and the Bruker Prize of the
Royal Society of Chemistry (1995). Dr. McConnell holds a Ph.D. degree from the
California Institute of Technology.
J. Allan Waitz, Ph.D., has been a director of the Company since 1990. Dr.
Waitz is currently retired. Until 1992, Dr. Waitz was President and Chief
Executive Officer of DNAX Research Institute of Molecular and Cellular Biology,
Inc., a subsidiary of Schering-Plough Corporation. From 1991 through December
1996, Dr. Waitz served as chairperson of the Area Committee on Microbiology of
the National Committee for Clinical Laboratory Standards. He is also a director
of TerraGen Diversity, Inc.
BOARD COMMITTEES AND MEETINGS
During the fiscal year ended December 31, 1999, the Board of Directors held
six meetings. The Board of Directors has an Audit Committee and a Compensation
Committee. The Company does not have a nominating committee.
The Audit Committee recommends engagement of the Company's independent
auditors, approves services performed by such auditors, and reviews and
evaluates the Company's accounting system and its system of internal accounting
controls. The Audit Committee is composed of three non-employee directors: Dr.
McConnell, Dr. Goddard and Mr. Bowman. It met one time during the fiscal year
ended December 31, 1999.
The Compensation Committee makes recommendations to the Board concerning
cash and long-term incentive compensation for employees of the Company. The
Compensation Committee also makes recommendations to the Board regarding the
number of shares that should be subject to options, the timing of grants of
options under the Company's 1995 Stock Option Plan and the number of shares and
the timing of offerings of such shares to employees under the Company's 1995
Employee Stock Purchase Plan. The Compensation
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Committee is composed of three non-employee directors: Mr. Anderson, Mr. Marion
and Dr. Waitz. It met two times during such fiscal year.
During the fiscal year ended December 31, 1999, all directors except Dr.
Goddard, Mr. Bowman and Mr. Alafi attended 75% or more of the aggregate of the
meetings of the Board and of the committees on which they served, held during
the period for which they were a director or committee member, respectively.
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young, LLP as the Company's
independent auditors for the fiscal year ending December 31, 2000 and has
further directed that management submit the selection of Ernst & Young, LLP for
ratification by the stockholders at the Annual Meeting. Ernst & Young, LLP has
audited the Company's financial statements since its inception in 1983.
Representatives of Ernst & Young, LLP are expected to be present at the Annual
Meeting, will have an opportunity to make a statement if they so desire and will
be available to respond to appropriate questions.
Stockholder ratification of the selection of Ernst & Young, LLP as the
Company's independent auditors 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 and the Board
will reconsider whether or not to retain that firm. Even if the selection is
ratified, the Audit Committee and the Board in their discretion may direct the
appointment of different independent auditors at any time during the year if
they determine that such a change would be in the best interests of the Company
and its stockholders.
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the Annual Meeting will
be required to ratify the selection of Ernst & Young, LLP. Abstentions will be
counted toward the tabulation of votes cast on proposals presented to the
stockholders and will have the same effect as negative votes. Broker non-votes
are counted towards a quorum, but are not counted for any purpose in determining
whether this matter has been approved.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.
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SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership
of the Company's Common Stock as of February 29, 2000 by: (i) each nominee for
director; (ii) each of the executive officers named in the Summary Compensation
Table; (iii) all executive officers and directors of the Company as a group; and
(iv) all those known by the Company to be beneficial owners of more than five
percent of its Common Stock.
BENEFICIAL OWNERSHIP(1)
-----------------------
NUMBER OF PERCENT OF
NAME OF BENEFICIAL OWNER SHARES CLASS
------------------------ --------- ----------
Kopp Investment Advisors, Inc.(2)........................... 1,878,405 19.3%
7701 France Ave. South, Ste. 500
Edina, Minnesota 55435
Chase Manhattan Corporation(2).............................. 985,075 10.1%
270 Park Avenue, 35th Floor
New York, New York 10017-2070
Putnam Investments(2)....................................... 648,000 6.7%
One Post Office Square
Boston, Massachusetts 02109
Pilgrim Baxter & Associates, Ltd.(2)........................ 590,900 6.1%
825 Duportail Road
Wayne, Pennsylvania 19087
Moshe H. Alafi(3)........................................... 424,840 4.4%
Harden M. McConnell, Ph.D.(4)............................... 356,600 3.7%
David L. Anderson(5)........................................ 188,907 1.9%
Joseph D. Keegan, Ph.D.(6).................................. 91,084 **
A. Blaine Bowman(7)......................................... 62,000 **
Robert J. Murray(8)......................................... 50,759 **
Gillian M.K. Humphries, Ph.D.(9)............................ 41,033 **
Paul Goddard, Ph.D.(10)..................................... 22,000 **
J. Allan Waitz, Ph.D.(11)................................... 22,000 **
Timothy A. Harkness(12)..................................... 19,478 **
Andre F. Marion(13)......................................... 16,500 **
Tony M. Lima(14)............................................ 10,969 **
John S. Senaldi(15)......................................... 8,517 **
All directors and executive officers as a group (13
persons)(16).............................................. 1,314,687 13.5%
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** Less than one percent
(1) Percentage of beneficial ownership is based on 9,709,971 shares of common
stock outstanding as of February 29, 2000, except as otherwise noted in the
footnotes. Beneficial ownership is determined in accordance with the rules
of the Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of common stock subject
to options currently exercisable or exercisable within 60 days of February
29, 2000 are deemed outstanding for computing the percentage of the person
holding such options but are not deemed outstanding for computing the
percentage of any other person.
(2) Based on information as of December 31, 1999 reflected in Schedules 13D,
13F and 13G filed with the Securities and Exchange Commission.
(3) Includes 402,840 shares beneficially owned by Alafi Capital Company, of
which Mr. Alafi, a director of the Company, is a general partner, and
22,000 shares that may be acquired within 60 days after February 29, 2000
pursuant to outstanding stock options.
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(4) Includes 351,100 shares held by the Harden M. McConnell and Sophia G.
McConnell Trust, of which Dr. McConnell is a co-trustee, and 5,500 shares
that may be acquired within 60 days after February 29, 2000 pursuant to
outstanding stock options.
(5) Includes 14,710 shares beneficially owned by Anvest, L.P., of which Mr.
Anderson is a general partner, and 22,000 shares that may be acquired
within 60 days after February 29, 2000 pursuant to outstanding stock
options.
(6) Includes 71,750 shares that may be acquired within 60 days after February
29, 2000 pursuant to outstanding stock options and periodic stock grants.
(7) Includes 22,000 shares that may be acquired within 60 days after February
29, 2000 pursuant to outstanding stock options.
(8) Includes 50,165 shares that may be acquired within 60 days after February
29, 2000 pursuant to outstanding stock options.
(9) Includes 41,033 shares that may be acquired within 60 days after February
29, 2000 pursuant to outstanding stock options.
(10) Includes 22,000 shares that may be acquired within 60 days after February
29, 2000 pursuant to outstanding stock options.
(11) Includes 22,000 shares that may be acquired within 60 days after February
29, 2000 pursuant to outstanding stock options.
(12) Includes 11,500 shares that may be acquired within 60 days after February
29, 2000 pursuant to outstanding stock options and periodic stock grants.
(13) Includes 16,500 shares that may be acquired within 60 days after February
29, 2000 pursuant to outstanding stock options.
(14) Includes 10,000 shares that may be acquired within 60 days after February
29, 2000 pursuant to outstanding stock options.
(15) Includes 6,200 shares that may be acquired within 60 days after February
29, 2000 pursuant to outstanding stock options, all of which will vest upon
a change of control of the Company.
(16) Includes 768,650 shares held by entities affiliated with certain directors
and 322,648 shares that certain directors and officers have the right to
acquire within 60 days after February 29, 2000 pursuant to the exercise of
outstanding stock options and/or periodic stock grant rights. See Footnotes
(2) through (15).
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act")
requires the Company's directors and executive officers, and persons who own
more than ten percent of a registered class of the Company's equity securities,
to file with the SEC initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 1999, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were complied with, except that a
statement of change in beneficial ownership report was filed late by Dr. Keegan.
The failure to timely file such report of ownership was due to administrative
error and was corrected by the filing of a year-end Form 5.
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EXECUTIVE OFFICERS OF THE COMPANY
The executive officers and certain key employees of the Company and their
ages and positions as of February 29, 2000 are as follows:
NAME AGE POSITION
---- --- --------
Joseph D. Keegan, Ph.D. ...................... 46 President, Chief Executive Officer
Timothy A. Harkness........................... 33 Vice President, Chief Financial Officer
Tony M. Lima.................................. 41 Vice President, Sales and Service
John S. Senaldi............................... 35 Vice President, Marketing
Robert J. Murray.............................. 52 Vice President, Operations
Gillian M.K. Humphries, Ph.D. ................ 61 Vice President, Research and Development
Joseph D. Keegan, Ph.D., has served as our President and Chief Executive
Officer since March 1998. From 1992 to 1998, Dr. Keegan served in various
positions at Becton Dickinson and Company, a research and diagnostic company,
including the positions of Vice President, Sales and Service, Vice President,
General Manager of the Immunocytometry Systems Division and, most recently,
President of the Worldwide Tissue Culture Business. From 1987 to 1992, he was
employed by LEICA, Inc., a microscope manufacturer, where he held various senior
management positions. Dr. Keegan holds a Ph.D. in Chemistry from Stanford
University.
Timothy A. Harkness has served as our Vice President, Finance and Chief
Financial Officer since July 1998. From 1997 to 1998, Mr. Harkness was Vice
President of Business Development at Vivra Specialty Partners, a physician
practice management company. Previously, Mr. Harkness was with Montgomery
Securities in the Health Care Investment Banking Group from 1994 to 1997 and
with Arthur Andersen & Co. from 1989 to 1992. Mr. Harkness holds an MBA from
Stanford University Graduate School of Business and is a CPA.
Tony M. Lima has served as Vice President, in charge of Worldwide Sales and
Service, of the Company since July 1998. Previously, Mr. Lima was Manager, Sales
and Marketing at Cavro Scientific Instruments during a portion of 1998,
President/CEO of Aydius, Inc. from 1996 to 1997, and Vice President, Customer
Services of Behring Diagnostics (formerly Syva Company) from May 1995 to March
1996. From 1981 to May 1995 he was employed by Syva Co., a global clinical
diagnostics company, where he held various senior management positions in
England, Belgium and the United States. Mr. Lima holds a higher TEC Degree in
Electronics from Kingston College London, England.
John S. Senaldi has served as Vice President, in charge of Worldwide
Marketing of the Company since August 1998. From 1993 to 1998, Mr. Senaldi
served in various management positions at Becton Dickinson and Company, a
research and diagnostic company, including the positions of Director of Business
Development and Senior Product Manager in both Europe and North America for
Becton's Diabetes Healthcare business. Most recently, he was in a Program
Management role for Becton's Immunocytometry Systems Division. Prior to joining
Becton Dickinson, Mr. Senaldi held various management positions in manufacturing
and marketing with General Electric Company's Medical Systems Business Group and
in engineering functions with several start-up medical diagnostic companies. Mr.
Senaldi holds an MBA from Harvard Business School, an MSEE from Rensselaer
Polytechnic Institute and a BS in Engineering from Trinity College.
Robert J. Murray has served as a Vice President, in charge of Worldwide
Operations, since July 1995. Mr. Murray served as the Company's Director of
Operations from 1993 to 1995. During 1993, Mr. Murray was a consultant to Tandem
Computers, Incorporated, a computer manufacturer. From 1991 to 1993, Mr. Murray
was Vice President of Marketing and Manufacturing at Electromer Corporation, an
electronic component company, and from 1989 to 1991, was Vice President and
General Manager of Comptronix Corp., a contract manufacturing company. Prior to
joining Comptronix Corp., Mr. Murray was Vice President of Operations of Gould,
Inc., a diversified conglomerate. Mr. Murray holds an MS in Electrical
Engineering from San Jose State University and a BS from UC Davis.
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Gillian M.K. Humphries, Ph.D., has served as a Vice President of the
Company since March 1990. Dr. Humphries served as a consultant to the Company
since its inception in 1983. In 1984, Dr. Humphries joined the Company on a full
time basis as a research scientist and, from 1985 to 1990, she served as
Director of MAXline and Cytosensor Development. Dr. Humphries holds a Ph.D. in
Biochemistry from Stanford University and an MS in Biochemistry from San Jose
State University.
EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
For the year 2000, each member of the Company's Board of Directors will
receive $1,000 for each Board meeting attended by such director and $500 for
each Board committee meeting attended. In addition, the members of the Board may
be reimbursed for out-of-pocket and travel expenses incurred in connection with
attendance at Board and committee meetings.
Since the Company was founded in 1983, Dr. McConnell has provided
consulting services to the Company regarding, among other matters, the Company's
research and development activities and business strategy. Dr. McConnell is
currently paid $5,000 per month for such services.
During 1995, the Board adopted the 1995 Non-Employee Directors' Stock
Option Plan (the "Directors' Plan") to provide for the automatic grant of
options to purchase shares of Common Stock to non-employee directors of the
Company ("Non-Employee Directors"). The maximum number of shares of Common Stock
that may be issued pursuant to options granted under the Directors' Plan is
347,500.
Pursuant to the terms of the Directors' Plan, each Non-Employee Director is
automatically granted an option to purchase 16,500 shares of Common Stock on the
date of his or her election to the Board. On the date of adoption of the
Directors' Plan, each person who was then a Non-Employee Director of the Company
was granted an option to purchase 16,500 shares of Common Stock of the Company
under the Directors' Plan, at an exercise price of $5.25 per share. Thereafter
each Non-Employee Director is automatically granted an option to purchase an
additional 16,500 shares of Common Stock under the Directors' Plan upon full
vesting of any stock option previously granted to such person under the
Directors' Plan. Each newly elected Non-Employee Director is automatically
granted an option to purchase 10,000 shares of Common Stock on the date of his
or her initial election to the Board and each Non-Employee Director will be
granted an option to purchase an additional 4,000 shares of Common Stock
immediately following each annual meeting of stockholders. The Company's
currently existing non-employee directors will not receive any option grants
under the Directors' Plan until September 2001 when their current options under
the Directors' Plan fully vest, at which time they will be treated as first-time
elected non-employee directors and receive the 10,000 share initial grant at
that time, and will receive the 4,000 share grants at the annual meetings of
stockholders thereafter.
Outstanding options under the Directors' Plan will vest over a period of
three years from the date of grant in equal annual installments. The exercise
price of options granted under the Directors' Plan must equal or exceed the fair
market value of the Common Stock on the date of grant. No option granted under
the Directors' Plan may be exercised after the expiration of ten years from the
date it was granted. Options granted under the Directors' Plan are generally
non-transferable. The Board may suspend or terminate the Directors' Plan at any
time. In the event of a merger or consolidation, or a reverse merger or
reorganization in which the Company is not the surviving corporation, options
outstanding under the Directors' Plan will automatically become fully vested and
will terminate if not exercised prior to such event. Future option grants under
the Directors' Plan will vest over a period of four years from the date of
grant.
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COMPENSATION OF EXECUTIVE OFFICERS
Summary of Compensation
The following table shows for the fiscal years ended December 31, 1997,1998
and 1999, compensation awarded or paid to, or earned by, the Company's Chief
Executive Officer and its other five most highly compensated executive officers
at December 31, 1999 (the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------- -------------------------
RESTRICTED SECURITIES ALL OTHER
SALARY BONUS STOCK UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($)(1) AWARD(S)($) OPTIONS(#) ($)
--------------------------- ---- -------- -------- ----------- ---------- ------------
Joseph D. Keegan, Ph.D.(2)............. 1999 $296,670 $165,000 -- 50,000 $ 14,540(4)
President, Chief 1998 210,015 105,000 $577,500(3) 170,000 163,962(5)
Executive Officer
Tim Harkness(6)........................ 1999 177,083 79,688 -- 30,000 1,859(7)
Vice President, Chief Financial 1998 74,479 35,750 $167,500(8) 75,000 89,124(9)
Officer
Tony Lima(10).......................... 1999 179,170 71,668 -- 30,000 2,100(7)
Vice President, Sales and Service 1998 76,291 36,619 -- 50,000 1,755(7)
John Senaldi(11)....................... 1999 164,170 65,668 -- 30,000 1,792(7)
Vice President, Marketing 1998 64,707 31,000 $ 36,875(12) 46,000 31,622(13)
Robert J .Murray....................... 1999 160,683 64,273 -- 20,000 2,231(7)
Vice President, Operations 1998 124,600 50,000 -- -- 2,161(7)
1997 118,920 38,649 -- 10,000 2,146(7)
Gillian M.K. Humphries, Ph.D. ......... 1999 159,591 63,836 -- 25,000 3,499(7)
Vice President, Research and 1998 131,450 63,120 -- -- 3,319(7)
Development 1997 118,013 38,354 -- 16,000 3,210(7)
- ---------------
(1) Represents amounts accrued by the Company in 1997, 1998 and 1999, but paid
in 1998, 1999 and 2000 at the election of the Company.
(2) Dr. Keegan has served as President and Chief Executive Officer of the
Company since March 1998.
(3) Consists of an award of 30,000 shares of restricted stock valued at
$577,500 on the date of grant.
(4) Consists of the following payments made by the Company: (i) $1,040 for the
taxable portion of group life insurance, (ii) $1,500 for the Company's
discretionary contribution to employee's 401(k) account, and (iii) $12,000
for use of automobile by employee.
(5) Consists of the following payments made by the Company: (i) $150,000
signing bonus upon employment with the Company on March 30, 1998, (ii)
$2,280 for the taxable portion of group life insurance and the Company's
discretionary contribution to employee's 401(k) accounts, (iii) $2,682 for
relocation costs reimbursed to the employee, and (iv) $9,000 for automobile
costs reimbursed to the employee.
(6) Mr. Harkness has served as Vice President of Finance and Chief Financial
Officer of the Company since July 1998.
(7) Represents the taxable portion of group life insurance paid by the Company
and the Company's discretionary contribution to employee's 401(k) account.
(8) Consists of an award of 10,000 shares of restricted stock valued at 167,500
on the date of grant.
(9) Consists of the following payments made by the Company: (i) $87,500 signing
bonus upon accepting a new position with the Company on July 9, 1998, and
(ii) $1,624 for the taxable portion of group life insurance and the
Company's discretionary contribution to employee's 401(k) account.
(10) Mr. Lima has served as Vice President of Worldwide Sales and Service of the
Company since July 1998.
(11) Mr. Senaldi has served as Vice President of Marketing since August 1998.
(12) Consists of an award of 2,500 shares of restricted stock valued at $36,875
on the date of grant.
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(13) Consists of the following payments made by the Company: (i) $30,000 signing
bonus upon accepting a position with the Company on August 6, 1998, (ii)
$1,622 for the taxable portion of group life insurance and the Company's
discretionary contribution to employee's 401(k) accounts.
EMPLOYMENT AGREEMENTS
CHIEF EXECUTIVE OFFICER KEY EMPLOYEE AGREEMENT
On March 11, 1998, Joseph D. Keegan, Ph.D., entered into a Key Employee
Agreement with the Company that provided for the following:
- Dr. Keegan was appointed as President and Chief Executive Officer,
effective March 30, 1998 (the "Employment Date").
- Dr. Keegan will be paid an annual base salary of $280,000.
- Dr. Keegan will receive a one time "signing bonus" of $150,000. Such
bonus is subject to repayment if Dr. Keegan terminates his employment
with the Company within the first year of his employment.
- Dr. Keegan is eligible to receive an annual performance bonus up to 50%
of his base salary based on achievement of certain goals specified by the
Board.
- The Board will grant Dr. Keegan options to purchase 170,000 shares of the
Company's Common Stock with an exercise price equal to the fair market
value of the Common Stock on the Employment Date. The Options will vest
over five years with 34,000 shares vesting on the first anniversary of
the Employment Date and 8,500 shares vesting every June 30, September 30,
December 30, and March 30 thereafter. Vesting ceases if Dr. Keegan's
employment terminates at any time for any reason with the following
exceptions: (a) Dr. Keegan is retained by the Company in a
post-employment consulting position, as specified, thus providing for an
additional year of vesting, or (b) if Dr. Keegan is demoted without
cause, as defined in the agreement, within two years following certain
defined transactions, then vesting of the remaining unvested options will
accelerate such that Dr. Keegan will be fully vested with respect to the
options to purchase 170,000 shares of the Company's Common Stock.
- The Board will grant Dr. Keegan an aggregate of 30,000 shares of the
Company's Common Stock subject to applicable securities laws
restrictions, over two years. A total of 3,750 shares will be granted
following the completion of each quarter of service with the Company as
President and Chief Executive Officer on June 30, 1998 and 1999,
September 30, 1998 and 1999, December 30, 1998 and 1999, and March 30,
1999 and 2000. Upon granting, each individual grant will be fully earned
and vested. Granting of stock ceases if Dr. Keegan's employment
terminates at any time for any reason with the following exception: if
Dr. Keegan is demoted without cause, as defined in the agreement, within
two years following certain defined transactions, then granting of the
remaining ungranted shares will accelerate such that Dr. Keegan will be
granted a total of 30,000 shares of the Company's Common Stock. The
Company agrees to loan Dr. Keegan amounts required for the payment of tax
obligations related to these share grants. As of December 31, 1994
$235,181 was outstanding under these loans.
- In the event Dr. Keegan's employment is terminated by the Company without
cause, as defined in the agreement, the Company shall provide Dr. Keegan
with a one-year consulting agreement, as defined, and outplacement
services.
CHIEF FINANCIAL OFFICER EMPLOYEE AGREEMENT
On July 8, 1998, Timothy A. Harkness, entered into an Employee Agreement
with the Company that provided for the following:
- Mr. Harkness was appointed as Vice President of Finance and Chief
Financial Officer, effective July 9, 1998 (the "Employment Date").
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- Mr. Harkness will be paid an annual base salary of $150,000. His salary
will increase to $162,000 per year in 3 months and $175,000 per year in 6
months upon certain milestone achievements.
- Mr. Harkness will receive a one time hiring bonus of $87,500.
- Mr. Harkness is eligible to participate in the Company's bonus plan at
40% of his base salary prorated for employment tenure.
- Mr. Harkness is eligible to receive options to purchase 75,000 shares of
the Company's Common Stock. The options will vest over five years with
15,000 shares vesting on the first anniversary of the Employment Date and
3,750 shares vesting every quarter thereafter.
- Mr. Harkness is eligible to receive an aggregate of 10,000 shares of the
Company's Common Stock. A total of 1,250 shares will be granted following
each quarter of service with the Company. Upon granting, each share will
be fully earned and vested. If Mr. Harkness is terminated without cause
within the first two years, then (i) the granting of shares will
accelerate such that Mr. Harkness will receive 10,000 shares of the
Company's Common Stock and (ii) Mr. Harkness will receive a one-time
severance payment equal to the prior 6 months compensation. The Company
agrees to loan Mr. Harkness amounts required for the payment of tax
obligations related to these share grants. As of December 31, 1999
$61,806 was outstanding under these loans.
- In the event of a change of control resulting in either termination or
demotion, all of Mr. Harkness' stock options and shares will become fully
vested on such date. In addition, Mr. Harkness would be granted a
one-time severance payment equal to the last 12 months compensation.
VICE PRESIDENT EMPLOYMENT AGREEMENT
On July 9, 1998, Tony M. Lima, Vice President of Worldwide Sales and
Service, entered into an employment agreement with the Company that provided for
the following:
- Mr. Lima will be paid an annual base salary of $175,000.
- Mr. Lima is eligible to participate in the Company's bonus plan at 40% of
his base salary prorated from the time he has been employed, with a
guaranteed minimum bonus of $30,000 under the plan for the 1998 plan
year.
- Mr. Lima is eligible to receive options to purchase 50,000 shares of the
Company's Common Stock. The options will vest over five years with 10,000
shares vesting on each of the first and second anniversary of the
employment date and 2,500 shares vesting quarterly following the second
anniversary of the employment date.
VICE PRESIDENT EMPLOYMENT AGREEMENT
On July 13, 1998, John S. Senaldi, Vice President of Worldwide Marketing,
entered into an employment agreement with the Company that provided for the
following:
- Mr. Senaldi will be paid an annual base salary of $160,020. Mr. Senaldi
will receive a one time signing bonus of $30,000.
- Mr. Senaldi is eligible to participate in the Company's bonus plan at 40%
of his base salary prorated from the time he has been employed, with a
guaranteed minimum bonus of $30,000 under the plan for the 1998 plan
year.
- Mr. Senaldi will be eligible to receive options to purchase 46,000 shares
of the Company's Common Stock. The options will vest over five years with
10,000 shares vesting on each of the first and second anniversary of the
employment date and 2,500 shares vesting quarterly following the second
anniversary of the employment date.
- Mr. Senaldi will be eligible to receive an aggregate of 2,500 shares of
the Company's Common Stock. The shares will be granted ratably and
quarterly over a period of two years.
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- In the event of a Change of Control, all of Mr. Senaldi's stock options
and shares will become fully vested at such date.
STOCK OPTION GRANTS AND EXERCISES
The Company grants options to its executive officers under its 1988 Stock
Option Plan (the "1988 Plan") and 1995 Stock Option Plan (the "1995 Plan" and
collectively with the 1988 Plan, the "Option Plans"). The 1988 Plan was
terminated upon establishment of the 1995 Plan. As of February 29, 2000, options
to purchase a total of 1,777,152 shares were outstanding under the Option Plans
and options to purchase 513,715 shares remained available for grant under the
1995 Plan.
The following tables show for the fiscal year ended December 31, 1999,
certain information regarding options granted to, exercised by, and held at year
end by, the Named Executive Officers:
OPTION GRANTS IN LAST FISCAL YEAR
OPTION GRANTS IN LAST FISCAL YEAR
--------------------------------------------------- POTENTIAL REALIZABLE VALUE
PERCENTAGE OF AT ASSUMED ANNUAL
NUMBER OF TOTAL OPTIONS RATES OF STOCK PRICE
SECURITIES GRANTED TO APPRECIATION FOR
UNDERLYING EMPLOYEES IN EXERCISE OPTION TERM(3)
OPTIONS FISCAL PRICE EXPIRATION ---------------------------
NAME GRANTED YEAR(1) ($/SH)(2) DATE 5% 10%
---- ---------- ------------- --------- ---------- ----------- -------------
Joseph D. Keegan(4).......... 50,000 9.13% $26.625 05/19/2009 $867,757 $2,170,303
Timothy A. Harkness(4)....... 30,000 5.48% 26.625 05/19/2009 520,655 1,302,181
Tony M. Lima(4).............. 30,000 5.48% 26.625 05/19/2009 520,655 1,302,181
John S. Senaldi(4)........... 30,000 5.48% 26.625 05/19/2009 520,655 1,302,181
Robert J. Murray(4).......... 20,000 3.65% 26.625 05/19/2009 347,103 868,121
Gillian M.K. Humphries(4).... 25,000 4.57% 26.250 05/19/2009 433,879 1,085,151
- ---------------
(1) Based on 547,500 shares subject to options granted in 1999.
(2) The exercise price is equal to 100% of the fair market value of the Common
Stock on the date of the Grant.
(3) The potential realizable value is calculated based on the term of the option
at its time of grant (10 years) and is calculated by assuming that the stock
price on the date of grant as determined by the Board of Directors
appreciates at the indicated annual rate compounded annually for the entire
term of the option and that the option is exercised and sold on the last day
of its term for the appreciated price. The 5% and 10% assumed rates of
appreciation are derived from the rules of the Securities and Exchange
Commission and do not represent the Company's estimate or projection of the
future Common Stock price.
(4) The options have a ten-year term, subject to earlier termination upon death,
disability or termination of employment. Options vest at the rate of 25% per
year.
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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
NUMBER OF
SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FY-END(#) AT FY-END($)
SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) VALUE REALIZED($) UNEXERCISABLE UNEXERCISABLE(1)
---- --------------- ----------------- ------------------- --------------------
Joseph D. Keegan............. -- -- 59,500/160,500 1,956,063/4,901,438
Timothy A. Harkness.......... -- -- 18,750/86,250 660,938/2,744,063
Tony M. Lima................. -- -- 10,000/70,000 343,750/2,136,250
John S. Senaldi.............. -- -- 9,200/66,800 347,300/2,150,450
Robert J. Murray............. -- -- 46,999/30,000 2,214,389/944,063
Gillian M.K. Humphries....... -- -- 39,733/34,600 1,857,962/1,010,163
- ---------------
(1) Represents the fair market value of the underlying shares on the last day of
the fiscal year ($52.00 based on the closing sales price of the Common Stock
as reported on the NASDAQ National Market) less the exercise price of the
options multiplied by the number of shares underlying the option.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee") is
comprised of Messrs. Anderson and Marion and Dr. Waitz, none of whom has been a
permanent officer or employee of the Company. The Committee is responsible for
establishing the Company's compensation for executive officers.
The goals of the compensation program are to align compensation with
business objectives and performance and to enable the Company to attract, retain
and reward executive officers and other key employees who contribute to the
long-term success of the Company and to motivate them to enhance long-term
stockholder value. To meet these goals, the Committee has adopted a mix of the
compensation elements of salary, bonus and stock options.
Base Salary. The Committee meets at least annually to review and approve
each executive officer's salary for the ensuing year. When reviewing base
salaries, the Committee considers the following factors, in order of importance:
competitive pay practices, individual performance against goals, levels of
responsibility, breadth of knowledge and prior experience. To provide the
Committee with more information for making compensation comparisons, the Company
surveys a group of comparable companies with a capitalization similar to that of
the Company.
Bonus. The bonus program is a discretionary program for executive officers
and other key employees of the Company. The Committee meets in the first quarter
following the year of the awards to be made to determine the amount of the
bonuses. The bonus award depends on the extent to which the Company and
individual performance objectives are achieved. The Company's objectives consist
of operating, strategic and financial goals that are considered to be critical
to the Company's fundamental long-term goal of building stockholder value. For
fiscal 1999, these goals were related to specific increases in revenue,
operating income and earnings per share over the prior years.
Stock Options. The Option Plans maintained by the Company have been
established to provide employees of the Company with an opportunity to share,
along with stockholders of the Company, in the long-term performance of the
Company. Initial grants of stock options are generally made to eligible
employees upon commencement of employment, with additional grants being made to
certain employees periodically or following a significant change in the job
responsibilities, scope or title of such employment. Stock options under the
Options Plans generally vest over a four or five-year period and expire ten
years from the date of grant. The exercise price of such options is usually 100%
of the fair market value of the underlying stock on the date of grant.
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Guidelines for the number of stock options for each participant under the
Option Plans are generally determined by a formula established by the Committee
whereby several factors are applied to the salary and performance level of each
participant and then related to the approximate market price of the stock at the
time of grant. In awarding stock options, the Committee considers individual
performance, overall contribution to the Company, officer retention, the number
of unvested stock options held by the officer and the total number of stock
options to be awarded.
Section 162(m) of the Internal Revenue Code of 1986 limits the Company to a
deduction for federal income tax purposes of up to $1 million of compensation
paid to certain Named Executive Officers in a taxable year. Compensation above
$1 million may be deducted if it is "performance-based compensation." The
Compensation Committee has determined that stock options granted under the
Company's 1995 Plan with an exercise price at least equal to the fair market
value of the Company's common stock on the date of grant shall be treated as
"performance-based compensation" and any compensation recognized by a Named
Executive Officer as a result of the grant of such a stock options is deductible
by the Company.
CEO Compensation. The Committee used the same procedures described above in
setting the annual salary, bonus and stock option awards for the CEO. The grant
of restricted stock to Dr. Keegan was arrived at through arms-length
negotiations in connection with his initial hire as CEO. The CEO's salary is
determined based on comparisons with companies with a capitalization similar to
that of the Company.
Summary. Through the plans described above, a significant portion of the
Company's compensation program for its executive officers (including the CEO) is
contingent upon the individual's and Company's performance, and realization of
benefits by the CEO and the other executive officers is closely linked to
increases in long-term stockholder value. The Company remains committed to this
philosophy of pay for performance, recognizing that the competitive market for
talented executives and the volatility of the Company's business may result in
highly variable compensation during any given annual period.
COMPENSATION COMMITTEE
David L. Anderson
Andre F. Marion
J. Allan Waitz, Ph.D.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As noted above, the Compensation Committee is comprised of three
non-employee directors: Messrs. Anderson and Marion and Dr. Waitz. Mr. Marion
served as an interim chief executive officer between October 1997 and March
1998. No member of the Compensation Committee is or was formerly a permanent
officer or employee of the Company. No interlocking relationship exists between
the Company's Board of Directors or Compensation Committee and the board of
directors or compensation committee of any other company, nor has such
interlocking relationship existed in the past.
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PERFORMANCE MEASUREMENT COMPARISON(1)
The following graph shows total stockholder return of an investment of $100
in cash on December 13, 1995 for (i) the Company's Common Stock, (ii) the Nasdaq
Stock Index and (iii) a peer group index comprised of all public companies using
SIC Code 3826 (Laboratory Analytical Instruments) (the "Peer Group")(2). All
values assume reinvestment of the full amount of all dividends and are
calculated as of December 31 of each year.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG MOLECULAR DEVICES CORP.,
NASDAQ MARKET INDEX AND SIC CODE INDEX(3)
MOLECULAR DEVICES ANALYTICAL INSTRUMENTS NASDAQ
----------------- ---------------------- ------
12/13/95 100.00 100.00 100.00
12/29/95 92.31 108.68 99.63
12/31/96 136.81 130.06 123.81
12/31/97 186.81 154.29 151.45
12/31/98 191.21 193.75 213.61
12/31/99 457.14 313.47 376.74
ASSUMED $100 INVESTED ON DECEMBER 13, 1995
ASSUMES DIVIDED REINVESTED
FISCAL YEAR ENDING DECEMBER 31, 1999
(1) This Section is not "soliciting material," is not deemed "filed" with the
SEC and is not to be incorporated by reference in any filing of the Company
under the Securities Act or the Exchange Act, whether made before or after
the date hereof and irrespective of any general incorporation language in
any such filing.
(2) Upon written request of a stockholder, the Company will provide a list of
companies comprising the Peer Group.
(3) The cumulative total return on investment (change in year-end stock price
plus reinvested dividends) for the Company, the Nasdaq Stock Index and the
Peer Group, based on December 13, 1995 = 100. In accordance with the rules
of the SEC, the returns of companies comprising the Peer Group are weighted
according to their respective stock market capitalization at the beginning
of each period for which a return is indicated.
CERTAIN TRANSACTIONS
The Company has entered into employment agreements with certain of its
executive officers. See "Employment Agreements."
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OTHER MATTERS
The Board of Directors knows of no other matters that will be presented for
consideration at the Annual Meeting. If any other matters are properly brought
before the meeting, it is the intention of the persons named in the accompanying
proxy to vote on such matters in accordance with their best judgment.
By Order of the Board of Directors
/s/ JAMES C. KITCH
James C. Kitch
Secretary
April 26, 2000
A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 IS AVAILABLE
WITHOUT CHARGE UPON WRITTEN REQUEST TO: INVESTOR RELATIONS, MOLECULAR DEVICES
CORPORATION, 1311 ORLEANS DRIVE, SUNNYVALE, CALIFORNIA 94089.
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1467-PS-00
20
DETACH HERE
PROXY
MOLECULAR DEVICES CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 25, 2000
The undersigned hereby appoints Joseph D. Keegan, Ph.D., and Timothy A.
Harkness, and each of them, as attorneys and proxies of the undersigned, with
full power of substitution, to vote all shares of stock of Molecular Devices
Corporation which the undersigned may be entitled to vote at the Annual Meeting
of Stockholders of Molecular Devices Corporation to be held at the Company's
corporate headquarters, located at 1311 Orleans Drive, Sunnyvale, California
94089 on Thursday, May 25, 2000 at 10:30 a.m., local time, and at any and all
postponements, continuations and adjournments thereof, with all powers that the
undersigned would possess if personally present, upon and in respect of the
following matters and in accordance with the following instructions, with
discretionary authority as to any and all other matters that may properly come
before the meeting.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR ALL
NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2, AS MORE SPECIFICALLY DESCRIBED
IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL
BE VOTED IN ACCORDANCE THEREWITH.
- ----------- -----------
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
- ----------- -----------
21
DETACH HERE
PLEASE MARK
[ ] VOTES AS IN
EXAMPLE.
MANAGEMENT RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR LISTED BELOW:
Proposal 1. To elect directors to hold office until the next Annual Meeting of
Stockholders and until their successors are elected.
NOMINEES: Joseph D. Keegan, Ph.D., Moshe H. Alafi, David L. Anderson,
A. Blaine Bowman, Paul Goddard, Ph.D., Andre F. Marion,
Harden M. McConnell, Ph.D., J. Allan Waltz, Ph.D.
FOR ALL NOMINEES [ ] [ ] WITHHOLD
LISTED ABOVE (EXCEPT AUTHORITY TO VOTE
AS MARKED TO THE FOR ALL NOMINEES
CONTRARY) LISTED ABOVE
[ ]
-----------------------------------------------------------------------------
To withhold authority to vote for any nominee(s), write such nominee(s)'
name(s) above.
MANAGEMENT RECOMMENDS A VOTE
FOR PROPOSAL 2.
FOR AGAINST ABSTAIN
2. To ratify the selection of Ernst & Young LLP as [ ] [ ] [ ]
independent auditors of the Company for its fiscal
year ending December 31, 2000.
Please sign exactly as your name appears
hereon. If the stock is registered in
the names of two or more persons, each
should sign. Executors, administrators,
trustees, guardians and attorney-in-fact
should add their titles. If signer is a
corporation, please give full corporate
name and have a duly authorized officer
sign, stating title. If signer is a
partnership, please sign in partnership
name by authorized person.
PLEASE VOTE, DATE AND PROMPTLY RETURN
THIS PROXY IN THE ENCLOSED RETURN
ENVELOPE WHICH IS POSTAGE PREPAID IF
MAILED IN THE UNITED STATES.
Signature: Date:
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Signature: Date:
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