SCHEDULE 14A INORMATION
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 ss.240.14a-11(c) or ss.240.14a-12
Techne Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
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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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[ ] 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
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statement number, or the Form or Schedule and the date of its filing:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
TECHNE CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held
October 18, 2001
The annual meeting of shareholders of Techne Corporation (the
"Company") will be held at the offices of the Company, 614 McKinley Place
N.E., Minneapolis, Minnesota, on Thursday, October 18, 2001, at 3:30 p.m.
(Central Daylight Time), for the following purposes:
1. To set the number of members of the Board of Directors at eight (8).
2. To elect directors of the Company for the ensuing year.
3. To take action upon any other business that may properly come
before the meeting or any adjournment thereof.
Only shareholders of record shown on the books of the Company at the
close of business on September 11, 2001 will be entitled to vote at the
meeting or any adjournment thereof. Each shareholder is entitled to one vote
per share on all matters to be voted on at the meeting.
You are cordially invited to attend the meeting. Whether or not you
plan to attend the meeting, please sign, date and return your Proxy in the
return envelope provided as soon as possible. Your cooperation in promptly
signing and returning the Proxy will help avoid further solicitation expense
to the Company.
This Notice, the Proxy Statement and the enclosed Proxy are sent to you
by order of the Board of Directors.
THOMAS E. OLAND,
President
Dated: September 18, 2001
Minneapolis, Minnesota
TECHNE CORPORATION
__________
PROXY STATEMENT
for
Annual Meeting of Shareholders
to be held October 18, 2001
__________
INTRODUCTION
Your Proxy is solicited by the Board of Directors of Techne Corporation
(the "Company") for use at the Annual Meeting of Shareholders to be held on
October 18, 2001 and at any adjournment thereof, for the purposes set forth
in the attached Notice of Annual Meeting.
The cost of soliciting Proxies, including preparing, assembling and
mailing the Proxies and soliciting material, will be borne by the Company.
Directors, officers and regular employees of the Company may, without
compensation other than their regular compensation, solicit Proxies
personally or by telephone.
Proxies not revoked will be voted in accordance with the choice
specified by shareholders by means of the ballot provided on the Proxy for
that purpose. Proxies which are signed but which lack any such specification
will, subject to the following, be voted in favor of the proposals set forth
in the Notice of Meeting and in favor of the number and slate of directors
proposed by the Board of Directors and listed herein. If a shareholder
abstains from voting as to any matter, then the shares held by such
shareholder shall be deemed present at the meeting for purposes of
determining a quorum and for purposes of calculating the vote with respect to
such matter, but shall not be deemed to have been voted in favor of such
matter. Abstentions, therefore, as to any proposal will have the same effect
as votes against such proposal. If a broker returns a "non-vote" proxy,
indicating a lack of voting instruction by the beneficial holder of the
shares and a lack of discretionary authority on the part of the broker to
vote on a particular matter, then the shares covered by such non-vote shall
be deemed present at the meeting for purposes of determining a quorum but
shall not be deemed to be represented at the meeting for purposes of
calculating the vote required for approval of such matter.
The mailing address of the Company's principal executive office is 614
McKinley Place N.E., Minneapolis, MN 55413. The Company expects that this
Proxy Statement and the related Proxy and Notice of Annual Meeting will first
be mailed to shareholders on or about September 18, 2001.
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed September 11, 2001 as
the record date for determining shareholders entitled to vote at the Annual
Meeting. Persons who were not shareholders on such date will not be allowed
to vote at the Annual Meeting. At the close of business on September 11,
2001, 41,443,688 shares of the Company's Common Stock were issued and
outstanding. Such Common Stock is the only outstanding class of stock of the
Company. Each share of Common Stock is entitled to one vote on each matter
to be voted upon at the meeting. Holders of the Common Stock are not
entitled to cumulative voting rights in the election of directors.
PRINCIPAL SHAREHOLDERS
The following table provides information concerning the only persons
known to the Company to be the beneficial owners of more than five percent
(5%) of the Company's outstanding Common Stock as of September 11, 2001:
Amount and
Name and Address Nature of Shares Percent
of Beneficial Owner Beneficially Owned(1) of Class(2)
-------------------------------------- --------------------- ----------
Kopp Investment Advisors, Inc. 3,760,597 (3) 9.1%
Kopp Holding Company and LeRoy C. Kopp
7701 France Avenue So.
Edina, MN 55435
Pilgrim, Baxter & Associates, Ltd. 3,222,000 (4) 7.8%
825 Duportial Road
Wayne, PA 19087
Thomas E. Oland 1,741,498 (5)(6) 4.2%
614 McKinley Place N.E.
Minneapolis, MN 55413
______________
(1) Unless otherwise indicated, the person listed as the beneficial owner
of the shares has sole voting and sole investment power over the
shares.
(2) Shares not outstanding but deemed beneficially owned by virtue of the
right of a person to acquire them as of September 11, 2001, or within
sixty days of such date are treated as outstanding only when
determining the percent owned by such individual and when determining
the percent owned by the group.
(3) Sole voting power: 1,108,400 shares; sole investment power: 790,000;
shared investment power: 2,970,597.
(4) Sole voting power: 3,204,600 shares; sole investment power: 3,222,000.
(5) Does not include 820,025 shares held by the Company's Stock Bonus Plan
for accounts of employees other than Mr. Oland, which are included in
the group total in the Management Shareholding table. The Company's
Board of Directors, acting by a majority vote, currently directs the
Trustee as to the voting of such shares. Including such 820,025
shares, Mr. Oland, a Director of the Company, beneficially owns
2,561,523 shares or 6.2% of total shares outstanding plus shares
subject to options exercisable by him.
(6) Includes 976,920 shares owned directly, 90,098 held by the Company's
Stock Bonus Plan for Mr. Oland's account, 68,556 shares held by Thomas
Oland and Associates, 205,924 shares held by the Thomas Oland and
Associates Profit Sharing Plan and Trust and 400,000 shares subject to
stock options which are exercisable.
MANAGEMENT SHAREHOLDINGS
The following table sets forth the number of shares of the Company's
Common Stock beneficially owned as of September 11, 2001, by each executive
officer of the Company named in the Summary Compensation Table, by each
director and by all directors and executive officers (including the named
individuals) as a group. Shares beneficially owned by Mr. Oland constitute
4.2% of total shares outstanding plus shares subject to options exercisable
by him. Each other individual beneficially owns less than one percent of
total shares outstanding plus shares subject to options exercisable by him or
her. As a group, officers and directors beneficially own 9.4% of total
shares outstanding plus shares subject to options exercisable by them.
Name of Director Number of Shares
or Executive Officer Group Beneficially Owned(1)
-------------------------- --------------------
Thomas E. Oland 1,741,498 (2)(3)
Roger C. Lucas, Ph.D. 71,456 (4)(5)(6)
Howard V. O'Connell 242,200 (4)(6)(7)
G. Arthur Herbert 284,200 (4)(6)(8)
Lowell E. Sears 210,400 (4)(6)(9)
James A. Weatherbee Ph.D. 168,436 (10)
Monica Tsang, Ph.D. 179,862 (11)
Christopher S. Henney, D.Sc, Ph.D. 20,000 (4)(6)(12)
Randolph C. Steer, M.D., Ph.D. 70,000 (4)(6)(13)
Marcel Veronneau 54,899 (14)
Timothy M. Heaney 62,524 (15)
Officers and directors as a group
(11 persons) 3,882,434 (16)
(1) Unless otherwise indicated, the person listed as the beneficial owner
has sole voting and sole investment power over outstanding shares.
Shares beneficially owned includes shares subject to options which are
currently outstanding and exercisable and options which are currently
outstanding an will become exercisable within 60 days of September 11,
2001.
(2) See Note (5) to the preceding table.
(3) See Note (6) to preceding table.
(4) Does not include 910,123 shares held by the Company's Stock Bonus Plan,
which are included in the total of officers and directors as a group.
The Company's Board of Directors, acting by majority vote, currently
directs the Trustee as to the voting of such shares.
(5) Includes 10,000 shares owned by Dr. Lucas' wife and 30,000 shares
subject to stock options. Dr. Lucas disclaims beneficial ownership of
the shares owned by his wife.
(6) Does not include an option to purchase 5,000 shares which will be
granted on and will become exercisable as of the date of the Annual
Meeting pursuant to the 1998 Nonqualified Stock Option Plan.
(7) Includes 27,700 shares owned by Mr. O'Connell's wife and 70,000 shares
subject to options. Mr. O'Connell disclaims beneficial ownership of
the shares owned by his wife.
(8) Includes 154,200 shares held by trusts and partnership of which Mr.
Herbert is a trustee or partner and 130,000 shares subject to options.
(9) Includes 400 shares held by a trust of which Mr. Sears is a trustee and
210,000 shares subject to options.
(10) Includes 100,912 shares subject to stock options. Does not include
shares beneficially owned by Dr. Tsang, Dr. Weatherbee's wife.
(11) Includes 109,520 shares subject to stock options. Does not include
shares beneficially owned by Dr. Weatherbee, Dr. Tsang's husband.
(12) Includes 20,000 shares subject to options.
(13) Includes 70,000 shares subject to options.
(14) Includes 23,006 shares subject to options.
(15) Includes 420 shares owned by Mr. Heaney's wife, 1,400 shares owned by a
family trust of which Mr. Heaney is a co-trustee, and 57,516 shares
subject to options. Mr. Heaney disclaims beneficial ownership of
shares owned by his wife and the trust. Does not include 909,935
shares held by the Company's Stock Bonus Plan for accounts of employees
other than Mr. Heaney.
(16) Includes 910,123 shares held by the Company's Stock Bonus Plan as to
which the Company's Board of Directors directs the voting and 1,220,954
shares which may be purchased pursuant to options.
ELECTION OF DIRECTORS
(Proposals #1 and #2)
General Information
The Bylaws of the Company provide that the number of directors shall be
determined by the shareholders at each annual meeting. The Board of
Directors recommends that the number of directors to be set at eight. Under
applicable Minnesota law, approval of the proposal to set the number of
directors at eight, as well as the election of each nominee, requires the
affirmative vote of the holders of the greater of (1) a majority of the
voting power of the shares represented in person or by proxy at the Annual
Meeting with authority to vote on such matter or (2) a majority of the voting
power of the minimum number of shares that would constitute a quorum for the
transaction of business at the Annual Meeting.
In the election of directors, each Proxy will be voted for each of the
nominees listed below unless the Proxy withholds a vote for one or more of
the nominees. Each person elected as a director shall serve for a term of
one year or until his successor is duly elected and qualified. All of the
nominees are members of the present Board of Directors. If any of the
nominees should be unable to serve as a director by reason of death,
incapacity or other unexpected occurrence, the Proxies solicited by the Board
of Directors shall be voted by the proxy representatives for such substitute
nominee as is selected by the Board, or, in the absence of such selection,
for such fewer number of directors as results from such death, incapacity or
other unexpected occurrence.
The following table provides certain information with respect to the
nominees for director.
Current
Position(s) with Principle Occupation(s) Director
Name Age Company During Past Five Years Since
----------------- --- --------------------- ----------------------- --------
Thomas E. Oland 60 Chairman of the Board, Chairman of the Board, 1985
President, Treasurer President and Treasurer
and Director of the Company since
December 1985 and
President of Research
and Diagnostic Systems,
Inc. since July 1982
Roger C. Lucas, 58 Vice Chairman Vice Chairman and 1985
Ph.D. and Director Senior Scientific
Advisor to the
Company's Board since
July 1995. Chairman of
Visual Circuits, a
digital video company
since August 1997, and
director of
ChemoCentryx, Inc., a
partially-owned
subsidiary of the
Company. Chief
Scientific Officer,
Executive Vice
President and Secretary
of the Company from
December 1985 to March
1995. Director of
Printware, Inc.
Howard V. 71 Director Private investor since 1985
O'Connell 1990. Chairman,
President and Treasurer
of John G. Kinnard and
Company, Incorporated,
a securities broker-
dealer, from 1969 to
1990.
G. Arthur 75 Director Principle of CEO 1989
Herbert Advisors, a management
and financial
consulting firm, since
January 1989; from
January 1969 to
December 1988,
President and Vice
President Manager of
Electro-Science
Management Corp., a
manager of venture
capital partnerships.
Randolph C. 51 Director Consultant to the 1990
Steer, M.D., pharmaceutical and
Ph.D. biotechnology industries
since 1989; Chairman
(July 1999-August 2000)
of Vicus.com, Inc.
Director of BioCryst
Pharmaceuticals, Inc.
Lowell E. Sears 50 Director Private investor since 1994
April 1994. For more
than five years prior
thereto, Chief
Financial Officer of
Amgen Inc., a
pharmaceutical company.
Director of Neose
Technologies, Inc.
Christopher S. 60 Director Chief Execuitve Officer 1996
Henney, D.Sc., of Dendreon Corp., a
Ph.D. biotechnology company,
since April 1995.
Executive Vice
President of ICOS
Corporation, a
biotechnology company,
from April 1990 to
April 1995. Director
of Dendreon Corp.,
Sonus Pharmaceuticals
and Bionomics Inc.
Timothy M. 55 Vice President Vice President, 1999
Heaney and Director Secretary and General
Counsel of the Company
since October 1999.
From June 1972 to
September 1999, an
attorney with the firm
of Fredrikson & Byron,
P.A. and legal counsel
to the Company since
its inception.
Committee and Board Meetings
The Company's Board of Directors has two standing Committees, the Audit
Committee and the Compensation Committee. The Audit Committee (whose members
are Messrs. Herbert, O'Connell, Sears and Dr. Steer) is responsible for
reviewing the Company's internal audit procedures, the quarterly and annual
financial statements of the Company and, with the Company's independent
accountants, the results of the annual audit. The Audit Committee also
establishes and oversees the implementation of the Company's cash investment
policy. The Audit Committee met six times during fiscal 2001. The
Compensation Committee (whose members are Drs. Henney and Steer and Messrs.
Herbert and O'Connell) recommends compensation for officers of the Company.
The Compensation Committee met three times during fiscal 2001. In addition
to formal meetings, the Audit and Compensation Committees had numerous
telephone conferences regarding Committee business. The Board does not have
a separate Nominating Committee, but functions as a whole in considering
nominations.
During fiscal 2001, the Board held five meetings. Each director
attended 75% or more of the total number of meetings of the Board and of
Committees of which he was a member.
Directors' Fees
Directors who are not employees of the Company are compensated at the
rate of $25,000 per year for service on the Board and Committees of the
Board. In addition, under the Company's 1998 Nonqualified Stock Option Plan,
outside directors automatically receive an option to purchase shares of the
Company's Common Stock on election and upon each re-election. In connection
with the 2001 Annual Meeting of Shareholders, the number of shares subject to
the option granted to outside directors re-elected to the Board will be 5,000
per director.
Audit Committee Report
The Audit Committee is composed of four independent directors and
operates under a written charter adopted by the Board of Directors (set forth
in Appendix A). The Audit Committee assists the Board of Directors with
fulfilling its oversight responsibility regarding the quality and integrity
of the accounting, auditing and financial reporting practices of the Company.
In discharging its oversight responsibilities regarding the audit process,
the Audit Committee:
(1) reviewed and discussed the audited financial statements with
management;
(2) discussed with the independent auditors the material required to
be discussed by Statement on Auditing Standards No. 61; and
(3) reviewed the written disclosures and the letter from the
independent auditors required by the Independence Standards Board's
Standard No.1, and discussed with the independent auditors any
relationships that may impact their objectivity and independence.
Based upon the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 2001 as filed with the Securities and Exchange
Commission.
G. Arthur Herbert
Howard V. O'Connell
Lowell E. Sears
Randolph C. Steer, M.D., Ph.D.
Members of the Audit Committee
EXECUTIVE COMPENSATION
Compensation Committee Report on Executive Compensation
Compensation Committee Interlocks and Insider Participation. The
Compensation Committee of the Board of Directors of the Company is composed
of directors Christopher S. Henney, D.Sc., Ph.D., G. Arthur Herbert, Howard
V. O'Connell and Randolph C. Steer, M.D., Ph.D. None of the members of the
Committee is or ever has been an employee or officer of the Company and none
is affiliated with any entity other than the Company with which an executive
officer of the Company is affiliated.
Overview and Philosophy. The Company's executive compensation program
is comprised of base salaries, annual performance bonuses comprised of a cash
and option component, long-term incentive compensation in the form of stock
options, and various benefits, including the Company's profit sharing and
savings plan and stock bonus plan in which all qualified employees of the
Company participate. In addition, the Compensation Committee from time to
time may award special cash bonuses or stock options related to non-
recurring, extraordinary performance.
The Compensation Committee has followed a policy of paying annual base
salaries which are on the moderate side of being competitive in its industry
and of awarding bonuses based on achievement of specific revenue, profit and
non-monetary goals. If the goals are achieved, the officer receives an
option to purchase a number of shares with a fair market value on date of
grant equal to 20% of the officer's base salary and receives, at the election
of the officer, either a cash bonus equal to 20% of the officer's base salary
or an additional option to purchase a number of shares with a fair market
value on date of grant equal to 170% of the cash bonus alternative. Bonuses
are awarded on a prorated basis if between 85% and 100% of the specific
revenue and profit goals are achieved. The goals are established annually as
recommended by the Chief Executive Officer of the Company and approved by the
Compensation Committee.
The Company has formal employment agreements with its full-time
executive officers, other than its President, effective through June 30,
2004, except Mr. Heaney's, whose agreement expires September 30, 2002. See
"Employment Contracts and Change in Control Arrangements" below. The
agreements provide for base salaries subject to annual review, bonuses as
described above, benefits as provided to all employees and severance
compensation dependent upon years of employment with or service to the
Company in the event that the officer's employment is terminated without
cause or in connection with a sale or merger of the Company.
Compensation in 2001. During fiscal 2001, the Company maintained its
principal compensation policies and made adjustments in base salaries to
reflect competitive industry and individual performance factors. The
Committee, at the beginning of fiscal 2001, established performance criteria
for officers based 70% on growth in consolidated revenues and earnings and,
working through the Company's Chief Executive Officer, 30% on individual
goals which, if met, would permit each officer to earn a cash bonus and
additional stock options. The Company achieved record revenues and earnings.
On the basis of performance against the criteria established, the Committee
at the close of fiscal 2001 awarded to Dr. Tsang, and Messrs. Veronneau and
Heaney the bonuses indicated in the table below under "Summary Compensation
Table" and, subsequent to fiscal year end, the options indicated in footnote
(2) to the table below under "Options/SAR Grants During 2001 Fiscal Year".
In further recognition of the officers' achievements, the Committee
established base salaries for fiscal 2002 as disclosed below under
"Employment Contracts and Change in Control Arrangements."
General. The Company provided medical and insurance benefits to its
executive officers, which are the same as those generally available to all
Company employees. The Company has a profit sharing and savings plan in
which all qualified employees, including executive officers, participate. In
fiscal 2001, 2000 and 1999, the Company has contributed to the plan an amount
equal to approximately 9%, 10% and 10% of gross wages, respectively. One
half of the assets of the plan have been invested in Common Stock of the
Company. The amount of perquisites allowed to executive officers, as
determined in accordance with rules of the Securities and Exchange
Commission, did not exceed 10% of salary in fiscal 2001.
Chief Executive Officer Compensation. Thomas E. Oland served as the
Company's Chief Executive Officer in fiscal 2001. His compensation was
determined in accordance with the policies described above as applicable to
all executive officers. His base salary was increased from $210,000 in
fiscal 2000 to $220,000 in fiscal 2001 in light of the Company's increase in
revenues and earnings. For fiscal 2001 performance he earned but waived a
cash bonus. In February of 1996 the Compensation Committee, in connection
with the Board's long-term strategic planning for the Company, adopted a
substantial long-term incentive for Mr. Oland in the form of options to
purchase an aggregate of 400,000 shares of the Common Stock of the Company at
$4.53 per share, the fair market value on the date of grant. The options are
contingent on continued employment by the Company and have fully vested. The
options will expire in February of 2006.
Summary. Aggregate executive compensation increased moderately in
fiscal 2001 and the Company awarded stock options to officers because the
Company achieved record revenues and earnings and individual officers
achieved performance goals. The Compensation Committee intends to continue
its policy of paying relatively moderate base salaries, basing bonuses on
specific revenue, profit and performance goals and granting options to
provide long-term incentive.
Christopher S. Henney, D.Sc., Ph.D.
G. Arthur Herbert
Howard V. O'Connell
Randolph C. Steer, M.D., Ph.D.
Members of the Compensation Committee
Employment Contracts and Change in Control Arrangements
The Company has formal employment agreements with each of its full-time
executive officers with the exception of its President and Chief Executive
Officer, with whom the Company has an oral understanding. The agreements,
which in the cases of Dr. Tsang and Mr. Veronneau expire June 30, 2004 and in
the case of Mr. Heaney expires September 30, 2002, provide for base salaries
subject to annual review, bonuses as described in the Compensation Committee
Report contained in this Proxy Statement, benefits as provided to all
employees and severance compensation based upon years of employment by or
service to the Company in the event that the officer's employment is
terminated without cause or in connection with a sale or merger of the
Company. Base salaries for fiscal 2002 for the executive officers named in
the Summary Compensation Table are as follows: T. Oland - $225,000; M. Tsang
- $210,000; M. Veronneau - $130,000 and T. Heaney - $195,000. Each of such
officers is also subject to a confidentiality and non-competition agreement,
which prohibits competition with the Company for a period of two years
following termination of employment with the Company.
Summary Compensation Table
The following table sets forth certain information regarding
compensation paid during each of the Company's last three fiscal years to the
Company's President (who serves as Chief Executive Officer) and to the
Company's other executive officers whose salary and bonus for fiscal 2001
exceeded $100,000. Not included in the table is Dr. James Weatherbee, Vice
President and Chief Scientific Officer, who was on medical leave and did not
receive any compensation from the Company in fiscal 2001.
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
----------------------------- ------ -------
Securities
Restricted Underlying LTIP All Other
Name and Fiscal Stock Options Payouts Compen-
Principal Position Year Salary($) Bonus($) Other(1) Awards($) /SARs (#) ($) sation($)(2)
--------------------- ------ --------- -------- -------- ---------- ---------- ------- ------------
Thomas E. Oland, 2001 220,000 0 None None 0 None 18,459
Chairman of the Board 2000 210,000 0 None None 0 None 20,141
and President 1999 199,500 0 None None 0 None 19,258
Monica Tsang, Ph.D., 2001 200,000 39,820 None None 554 None 18,459
Vice President - 2000 180,000 36,000 None None 2,600 None 20,141
Research 1999 164,000 33,000 None None 3,148 None 19,258
Marcel Veronneau, 2001 122,000 24,290 None None 338 None 15,612
Vice President - 2000 110,000 22,000 None None 1,498 None 15,732
Hematology Operations 1999 101,000 19,000 None None 1,994 None 14,410
Timothy M. Heaney, 2001 185,000 36,830 None None 538 None 10,045
Vice President - 2000 117,123 35,000 None None 100,000 None None
Secretary and General
Counsel
________________
(1) "None" indicates zero or an amount equal to less than 10% of the total
amount of annual salary and bonus reported for the named executive officer.
(2) For each individual the amount reflects Company contributions to Profit
Sharing and Savings Plan (as to one-half) and Stock Bonus Plan (as to
one-half), the latter in the form of shares of the Company's Common Stock.
Options/SAR Grants During 2001 Fiscal Year
The following table provides information related to options granted to
the name executive officers during fiscal 2001. The Company has not granted
any stock appreciation rights.
Potential
Realizable
Value at Assumed
Annual Rates
of Stock Price
Appreciation for
Individual Grants Option Term
------------------------------------------- ----------------
Number of Percent of
Securities Total
Underlying Options/SARs
Options/SARs Granted to Exercise or
Granted Employees in Base Price Expiration
Name (#) Fiscal Year ($/Sh) Date 5% ($) 10% ($)
---------------- ------------ ------------ ----------- ---------- ------- -------
Thomas E. Oland 0 -- -- -- -- --
Monica Tsang,
Ph.D. 554(1)(2) 0.10% $65.00 6/30/07 $14,660 $34,163
Marcel Veronneau 338(1)(2) 0.06% $65.00 6/30/07 $ 8,944 $20,843
Timothy M.
Heaney 538(2)(3) 0.10% $65.00 6/30/07 $14,236 $33,177
------------------
(1) Such option is an incentive stock option and became exercisable July 1,
2000.
(2) Subsequent to fiscal 2001 year end, options for the indicated number of
shares at an exercise price of $32.50 per share expiring June 30, 2008
were granted: M. Tsang - 1,226; M. Veronneau - 748; T. Heaney - 1,134.
(3) Such option is a nonqualified stock option and became exercisable July
1, 2000.
Option/SAR Exercises During 2001 Fiscal
Year and Fiscal Year End Options/SAR Values
The following table provides information related to the only option
exercised by a name executive officer during the 2001 fiscal year and the
number and value of options held by each named executive officer at fiscal
year end.
Number
of Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs at
Shares Value at FY-End (#) FY-End ($)(2)
Acquired on Realized Exercisable/ Exercisable/
Name Exercise (#) ($)(1) Unexercisable Unexercisable
------------------- ------------ -------- ------------- ---------------
Thomas E. Oland 2,688 $68,368 400,000/0 $11,187,480/0
Monica Tsang, Ph.D. 0 $ 0 113,294/0 $3,234,703/0
Marcel Veronneau 0 $ 0 22,258/0 $594,616/0
Timothy M. Heaney 0 $ 0 45,270/41,668 $743,670/$692,731
______________________
(1) Based on the difference between the closing price of the Company's Common
Stock as reported by Nasdaq on the date of exercise and the option
exercise price.
(2) Based on the difference between the $32.50 per share closing price of the
Company's Common Stock as reported by Nasdaq on June 30, 2001 and the
options exercise price.
Stock Performance Chart
The following chart compares the cumulative total shareholder return on
the Company's Common Stock with the S&P Midcap 400 Index and the S&P Midcap
Biotechnology Index. The comparison assumes $100 was invested on June 30,
1996 in the Company's Common Stock and in each of the foregoing indices and
assumes reinvestment of dividends.
TOTAL SHAREHOLDER RETURN
INDEXED RETURNS
Company/Index June 1997 June 1998 June 1999 June 2000 June 2001
-------------------- --------- --------- --------- --------- ---------
TECHNE CORP 103.42 130.34 173.50 888.89 444.44
S&P MIDCAP 400 INDEX 123.33 156.82 183.74 214.94 234.01
BIOTECHNOLOGY-MID 101.38 105.52 202.94 430.55 458.56
INDEPENDENT AUDITORS
Deloitte & Touche LLP acted as the Company's independent auditors for
the 2001 fiscal year and has been selected by the Board of Directors to
continue for the current fiscal year. A representative of Deloitte & Touche
LLP is expected to be present at the shareholders' meeting, will have the
opportunity to make any desired comments, and will be available to respond to
appropriate questions.
Audit Fees
The estimated aggregate fees billed and to be billed by Deloitte &
Touche LLP for professional services rendered in connection with the audit of
the Company's annual financial statements for fiscal 2001 and review of the
Company's Forms 10-Q for fiscal 2001 are $60,500.
Financial Information Systems Design and Implementation Fees
Deloitte & Touche LLP did not provide to the Company any services
related to financial information systems design and implementation during
fiscal 2001.
All Other Fees
The aggregate fees billed and to be billed by Deloitte & Touche LLP for
all other nonaudit services rendered to the Company during fiscal
2001, including fees for tax related services, employee benefit plan audits
and business consulting services unrelated to financial information systems
design and implementation are $71,300. The Company's Audit Committee has
determined that provision of such non-audit services is compatible with
maintaining Deloitte & Touche LLP's independence and has determined there is
no conflict of interest.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than 10
percent of the Company's Common Stock, to file with the Securities and
Exchange Commission 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 10 percent shareholders ("Insiders")
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file.
To the Company's knowledge, based on a review of the copies of such
reports furnished to the Company, during the fiscal year ended June 30, 2001,
all Section 16(a) filing requirements applicable to Insiders were met.
SHAREHOLDER PROPOSALS
Any appropriate proposal submitted by a shareholder of the Company and
intended to be presented at the 2002 Annual Meeting must be received by the
Company at its offices by May 20, 2002 to be eligible for inclusion in the
Company's Proxy Statement and related Proxy for the 2002 Annual Meeting.
Also, if a shareholder proposal intended to be presented at the 2002
Annual Meeting but not included in the Company's Proxy Statement and Proxy is
received by the Company after August 3, 2002, then management named in the
Company's Proxy for the 2002 Annual Meeting will have discretionary authority
to vote the shares represented by such proxies on the shareholder proposal,
if presented at the meeting, without including information about the proposal
in the Company's proxy materials.
OTHER BUSINESS
The Board of Directors knows of no other matters to be presented at the
meeting. If any other matter does properly come before the meeting, the
appointees named in the Proxies will vote the Proxies in accordance with
their best judgment.
ANNUAL REPORT
A copy of the Company's Annual Report to Shareholders for the fiscal
year ended June 30, 2001, including financial statements, accompanies this
Notice of Annual Meeting and Proxy Statement. No portion of the Annual
Report is incorporated herein or is to be considered proxy-soliciting
material.
THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON
FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 30, 2001, TO ANY SHAREHOLDER OF THE
COMPANY UPON WRITTEN REQUEST. REQUESTS SHOULD BE SENT TO PRESIDENT, TECHNE
CORPORATION, 614 MCKINLEY PLACE N.E., MINNEAPOLIS, MINNESOTA 55413.
Dated: September 18, 2001
Minneapolis, Minnesota
APPENDIX A
AUDIT COMMITTEE CHARTER
The Audit Committee of the Company's Board of Directors shall be composed of
three or more directors who are "independent" as such term is defined in
applicable regulations of Nasdaq, and who are free of any relationship that,
in the opinion of the Board of Directors, would interfere with their exercise
of independent judgment as a committee member. Each of the members of the
Audit Committee shall be a person who through prior experience is financially
sophisticated and familiar with financial oversight responsibilities. The
independent auditors of the Company's financial statements shall be
accountable to the Audit Committee and to the Board of Directors of the
Company.
In carrying out these responsibilities, the Audit Committee will:
- Meet not fewer than four times per year.
- Review and recommend to the Board of Directors the independent auditors to
be selected to audit the financial statements of the Company and its
divisions and subsidiaries and, when appropriate, recommend the
replacement of the Company's auditors.
- Meet with the independent auditors and financial management of the Company
to review the scope of the proposed audit for the current year and the
audit procedures to be utilized, and at its conclusion to review such
audit, including any comments or recommendations of the independent
auditors. Any changes in accounting principles shall be reviewed.
- Review with the independent auditors and the Company's financial and
accounting personnel the adequacy and effectiveness of the accounting and
financial controls of the Company, and elicit any recommendations for the
improvement of such internal control procedures or particular areas where
new or more detailed controls or procedures are desirable. Particular
emphasis shall be given to the adequacy of such internal controls to
expose any payments, transactions, or procedures that might be deemed
illegal or otherwise improper.
- Provide sufficient opportunity for independent auditors to meet with the
members of the Audit Committee without members of management present.
Among the items to be discussed in these meetings are the independent
auditors' evaluation of the Company's financial, accounting, and auditing
personnel, and the cooperation that the independent auditors received
during the course of the audit.
- Oversee the independence of the independent auditors through appropriate
means including obtaining a written statement delineating all
relationships between the independent auditors and the Company and
determining whether and to what extent the objectivity and independence of
the auditors may be impacted by all relationships and services.
- Discuss with the independent auditors their qualitative judgments about
the appropriateness, not just the acceptability, of accounting principles
and financial disclosure practices used or proposed to be adopted by the
Company, particularly about the degree of aggressiveness or conservatism
of the Company's accounting principles and underlying estimates.
- Establish and review adherence to the Company's cash management and
investment policies.
- Provide the report for the Company's annual proxy statement required by
regulations of the Securities and Exchange Commission respecting
activities of the Committee and state whether the Committee recommends
inclusion of the Company's audited financial statements in the annual
report to be filed with Commission.
- Investigate any matter brought to its attention within the scope of its
duties, with the power to retain outside counsel or other consultants for
this purpose if, in its judgement, that is appropriate.
- Submit to the Board of Directors the minutes of all meetings of the Audit
Committee and discuss the material matters discussed at each committee
meeting with the Board of Directors.
TECHNE CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints THOMAS E. OLAND and KATHLEEN BACKES, or
either of them acting alone, with full power of substitution, as proxies to
represent and vote, as designated below, all shares of Common Stock of Techne
Corporation registered in the name of the undersigned, at the Annual Meeting
of the Shareholders to be held on Thursday, October 18, 2001 at 3:30 p.m.
Central Daylight Time, at the offices of the Company, 614 McKinley Place
N.E., Minneapolis, Minnesota, and at all adjournments of such meeting. The
undersigned hereby revokes all proxies previously granted with respect to
such meeting.
The Board of Directors recommends that you vote "FOR" the following
proposals:
(1) To set the number of Directors at eight:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(2) To elect Directors: Nominees: Thomas E. Oland, Roger C. Lucas, Ph.D.,
Howard V. O'Connell, G. Arthur Herbert, Randolph C. Steer, M.D., Ph.D.,
Lowell E. Sears, Christopher S. Henney, D.Sc., Ph.D. and Timothy M.
Heaney
[ ] FOR all Nominees listed above [ ] WITHOUT AUTHORITY
(except those whose names have to vote for all nominees
been written on the line below) listed above
(To withhold authority to vote for any nominee, write that nominee's
name on the line below.)
____________________________________________________________________
(3) Other matters: In their discretion, the appointed proxies are
authorized to vote upon such other business as may properly come before
the Meeting or any adjournment.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN FOR A PARTICULAR PROPOSAL, WILL BE VOTED FOR SUCH
PROPOSAL.
Date_________________________, 2001.
___________________________________
____________________________________
PLEASE DATE AND SIGN ABOVE
exactly as name appears at the left,
indicating, where appropriate
official position or
representative capacity.
If stock is held in joint
tenancy, each joint owner
should sign.