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
[X] Definitive Proxy Statement only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
AMEDISYS, INC.
(EXACT 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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------------
(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):
---------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------------
[ ] 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.
(1) Amount Previously Paid:
---------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------------------
(3) Filing Party:
---------------------------------------------------------------------------
(4) Date Filed:
---------------------------------------------------------------------------
[AMEDISYS, INC. LOGO]
11100 MEAD ROAD, SUITE 300
BATON ROUGE, LOUISIANA 70816
(225)292-2031 (PHONE); (225)295-9624 (FAX)
EMAIL: BBORNE@AMEDISYS.COM
May 17, 2002
Dear Stockholder:
You are cordially invited to attend the 2002 Annual Meeting of Stockholders
of Amedisys, Inc. to be held on Thursday, June 13, 2002 at 4:00 p.m., central
daylight time, at the Amedisys Corporate Office, 11100 Mead Road, Suite 300,
Baton Rouge, Louisiana. We look forward to this opportunity to update you on
developments at Amedisys.
We hope you will attend the meeting in person. Whether you expect to be
present and regardless of the number of shares you own, please mark, sign and
mail the enclosed proxy in the envelope provided. Matters on which action will
be taken at the meeting are explained in detail in the notice and proxy
statement following this letter.
Sincerely,
/s/ WILLIAM F. BORNE
WILLIAM F. BORNE
Chairman and Chief Executive Officer
AMEDISYS, INC.
11100 MEAD ROAD, SUITE 300
BATON ROUGE, LOUISIANA 70816
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Amedisys, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Amedisys,
Inc. (the "Company") will be held at the Amedisys Corporate Office, 11100 Mead
Road, Suite 300, Baton Rouge, Louisiana, at 4:00 p.m., central daylight time, on
Thursday, June 13, 2002, to:
1. Elect directors; and
2. Transact such other business as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on April 15, 2002 are
entitled to notice of and to vote at the meeting or any adjournment thereof.
Stockholders unable to attend the meeting are requested to read the
enclosed Proxy Statement and then complete and return the enclosed Proxy.
Stockholders who received the Proxy through an intermediary must deliver the
Proxy in accordance with the instructions given by such intermediary.
By Order of the Board of Directors
/s/ WILLIAM F. BORNE
WILLIAM F. BORNE
Chairman and Chief Executive Officer
May 17, 2002
AMEDISYS, INC.
11100 MEAD ROAD, SUITE 300
BATON ROUGE, LOUISIANA 70816
---------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is being furnished to stockholders in connection with
the solicitation of proxies on behalf of the Board of Directors (the "Board") of
the Company for use at the Annual Meeting of Stockholders (the "Meeting") to be
held at the time and place and for the purposes set forth in the accompanying
notice. This Proxy Statement is first being mailed to stockholders on or about
May 17, 2002.
The close of business on April 15, 2002, has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
Meeting or any adjournment thereof (the "Record Date"). As of the Record Date,
there were 7,406,137 shares of the Company's Common Stock ("Common Stock")
outstanding each of which is entitled to one vote.
The presence, in person or by proxy, of holders of a majority of the
outstanding shares of Common Stock as of the Record Date is necessary to
constitute a quorum at the Meeting. Abstentions and broker non-votes will be
counted towards a quorum. If a quorum is not present, the stockholders present
may adjourn the Meeting from time to time, without notice, other than an
announcement at the Meeting, until a quorum is present. At any such adjourned
Meeting at which a quorum is present, any business may be transacted that might
have been transacted at the original Meeting.
Directors are elected by a plurality of the votes cast at the Meeting.
Abstentions will have no effect on the election.
Brokers who hold shares in street name for customers are required to vote
those shares in accordance with instructions received from the beneficial
owners. In addition, brokers are entitled to vote on certain items, such as the
election of directors, the ratification of auditors and "discretionary items,"
even when they have not received instructions from beneficial owners. Brokers
are not permitted to vote for "non-discretionary" items without specific
instructions from the beneficial owners. Broker non-votes will have no effect on
the election of directors.
All shares represented by properly executed proxies, unless previously
revoked, will be voted at the Meeting in accordance with the directions set
forth on such proxies. IF NO DIRECTION IS INDICATED, THE SHARES WILL BE VOTED
(i) FOR THE ELECTION OF THE NOMINEES NAMED HEREIN, AND (ii) IN THE DISCRETION OF
THE PROXY HOLDER WITH RESPECT TO OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
A proxy may be revoked at any time before it is voted by (a) the execution
and submission of a revised proxy, (b) written notice to the Secretary of the
Company, or (c) voting in person at the Meeting.
The Company will bear the cost of the solicitation of proxies. In addition
to the use of mail, proxies may be solicited by directors, officers and regular
employees of the Company in person or by telephone or other means of
communication. They will not be compensated for the solicitation, but may be
reimbursed for out-of-pocket expenses. Arrangements are also being made with
brokerage firms and other custodians, nominees and fiduciaries for the
forwarding of solicitation material to the beneficial owners of the Company's
Common, and the Company will reimburse them for their reasonable out-of-pocket
expenses.
1
ELECTION OF DIRECTORS
NOMINEES
The Bylaws of the Company provide that the number of directors will be
determined by the Board, which has set the number at five and has nominated the
five persons named below for election at the Meeting. All of the nominees
presently serve as directors of the Company. Each person elected will serve
until the next annual meeting of stockholders and until his successor has been
duly elected and qualified. Although the Board does not contemplate that any of
the nominees will be unable to serve, if such a situation arises before the
Meeting, the persons named in the enclosed Proxy will vote for the election of
such person(s) as may be nominated by the Board.
Certain information about the nominees is set forth below:
SERVED AS
NAME OF NOMINEE AGE DIRECTOR SINCE
--------------- --- --------------
William F. Borne............................................ 44 1982
Ronald A. LaBorde........................................... 45 1997
Jake L. Netterville......................................... 64 1997
David R. Pitts.............................................. 62 1997
Peter F. Ricchiuti.......................................... 45 1997
William F. Borne. Mr. Borne founded the Company in 1982 and has served as
Chief Executive Officer and a director since that time.
Ronald A. LaBorde. Since 1995, Mr. LaBorde has been President, Chief
Executive Officer and Chairman of the Board of Piccadilly Cafeterias, Inc.
("Piccadilly"), a publicly held retail restaurant business. Before 1995, he held
various executive positions with Piccadilly including Executive Vice President
and Chief Financial Officer from 1992 to 1995, Executive Vice President,
Corporate Secretary and Controller from 1986 to 1992, and Vice President and
Assistant Controller from 1982 to 1986.
Jake L. Netterville. Mr. Netterville was the Managing Director of
Postlethwaite & Netterville, A Professional Accounting Corporation, from 1977 to
1998 and is now Chairman of its Board of Directors. He is a certified public
accountant and has served as Chairman of the Board of the American Institute of
Certified Public Accountants, Inc. ("AICPA") and is a permanent member of the
AICPA's Governing Council.
David R. Pitts. For more than the past five years, Mr. Pitts has been the
President and Chief Executive Officer of Pitts Management Associates, Inc., a
national hospital and healthcare consulting firm. He has over forty years
experience in hospital operations, healthcare planning and multi-institutional
organization, and has served in executive capacities in a number of hospitals,
multi-hospital systems, and medical schools.
Peter F. Ricchiuti. Mr. Ricchiuti has been Assistant Dean and Director of
Research of BURKENROAD REPORTS at Tulane University's A. B. Freeman School of
Business since 1993, and an Adjunct Professor of Finance at Tulane since 1986.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE NOMINEES
NAMED ABOVE.
Under the Company's Bylaws the nomination of persons for election to the
Board may be made only (a) pursuant to the Company's notice of meeting, (b) by
or at the direction of the Board of Directors or (c) by any stockholder of the
Company who was a stockholder of record at the time of giving of notice required
by the By-Laws, who is entitled to vote at the meeting and who complies with the
notice procedures set forth in the By-Laws.
For nominations to be properly brought before a meeting by a stockholder,
the stockholder must have given timely notice thereof in writing to the
Secretary of the Company. To be timely, a stockholder's notice must be delivered
to the Secretary at the principal executive offices of the Company not later
than the close of business on the 60th day nor earlier than the close of
business on the 90th day before the first anniversary of
2
the preceding year's annual meeting; except that if the date of the annual
meeting is more than 30 days before or more than 60 days after such anniversary
date, notice by the stockholder to be timely must be so delivered not earlier
than the close of business on the 90th day before such annual meeting and not
later than the close of business on the later of the 60th day before such annual
meeting or the 10th day following the day on which public announcement of the
date of such meeting is first made by the Company. Such stockholder's notice
shall set forth (a) as to each person whom the stockholder proposes to nominate
director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors in an election
contest, or is otherwise required, in each case pursuant to Regulation 14A under
the Securities Exchange Act of 1934 (the "Exchange Act") (including such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director if elected); and (b) as to the stockholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination is made
(i) the name and address of such stockholder, as they appear on the Company's
books, and of such beneficial owner and (ii) the class and number of shares of
the Company which are owned beneficially and of record by such stockholder and
such beneficial owner.
BOARD COMMITTEES AND MEETINGS
During 2001, the Board held four meetings. The Board maintains Audit and
Compensation Committees which are both comprised solely of outside directors.
The Board currently has no nominating committee or a committee performing a
similar function. The Audit Committee met five times during the year and the
Compensation Committee did not meet. Each director attended at least 75% of the
total number of Board and committee meetings held on which he served.
The Audit Committee is responsible to review, in consultation with the
independent auditors, the Company's financial statements, accounting and other
policies, accounting systems and system of internal controls. The Audit
Committee also recommends the engagement of the Company's independent auditors
and reviews other matters relating to the relationship of the Company with its
auditors. The Audit Committee is comprised of Jake L. Netterville, Ronald A.
LaBorde, and Peter F. Ricchiuti.
The Compensation Committee is responsible to review and act on matters,
including but not limited to, compensation levels and benefit plans for
executives of the Company and the issuance of stock options under the Company's
stock plans. The Compensation Committee is comprised of Peter F. Ricchiuti and
David R. Pitts.
DIRECTORS' COMPENSATION
Each director receives a monthly retainer of $1,000.00, a per meeting fee
of $250.00 for each meeting attended in person and $125.00 for each meeting
attended via teleconference, and stock options. Directors who are employees do
not receive per meeting fees or stock options.
During 2001, each director was granted stock options for 10,000 shares of
Common Stock at an exercise price of $6.00 per share, the fair market value on
the date of the grant. All directors are entitled to reimbursement for
reasonable travel and lodging expenses incurred in attending meetings.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than ten percent of its Common
Stock to file reports of ownership and changes of ownership with the Securities
and Exchange Commission ("SEC"). Copies of all filed reports are required to be
furnished to the Company. Based solely on the reports received by the Company,
the Company believes all such persons complied with all applicable filing
requirements during 2001, except that Form 5 for the year ended December 31,
2001 was filed late by Messrs. Borne, LaBorde, Netterville, Pitts, and
Ricchiuti.
3
STOCK OWNERSHIP
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of April 15, 2002 by (i) each person
known by the Company to beneficially own more than five percent of the Company's
Common Stock, (ii) each of the Company's directors and director nominees, (iii)
each executive officer named in the Summary Compensation Table, below ("Named
Executive Officers") who is currently employed by the Company, and (iv) all
directors and executive officers of the Company as a group. Except as noted
below, the persons named in the table have sole voting and investment power with
respect to all shares of Common Stock.
SHARES BENEFICIALLY PERCENT OF
NAME AND ADDRESS(1) OWNED VOTING POWER
------------------- ------------------- ------------
Terra Healthy Living, Ltd. ........................... 1,465,367 19.79%
William F. Borne...................................... 757,313(2) 9.91%
Larry R. Graham....................................... 170,954(3) 2.28%
Peter F. Ricchiuti.................................... 56,155(4) *
Jake L. Netterville................................... 38,305(5) *
Ronald A. LaBorde..................................... 33,305(6) *
Michael D. Lutgring................................... 32,463(7) *
David R. Pitts........................................ 31,305(8) *
John H. Linden........................................ 7,500(9) *
All officers and directors as a group (8 persons)..... 1,127,300(10) 14.29%
---------------
* Less than one percent.
(1) Each address is the Company's, except for Terra Healthy Living, Ltd., the
address of which is 2/3 Rue du Pre, St. Peter Port, Guernsey, Channel
Islands GY1 3NS.
(2) Includes options to purchase 237,235 shares of Common Stock which may be
acquired through options currently exercisable, 50,000 shares of Common
Stock owned by his wife, 63,500 shares of Common Stock owned by a trust of
behalf of Mr. Borne's children, 5,000 shares of Common Stock owned by his
parents, and 20,100 shares of Common Stock owned by his father.
(3) Includes options to purchase 94,271 shares of Common Stock which may be
acquired through options currently exercisable, 5,114 shares owned jointly
with his wife, and 7,044 shares of Common Stock owned by his wife.
(4) Includes options to purchase 31,305 shares of Common Stock which may be
acquired through options currently exercisable.
(5) Includes options to purchase 31,305 shares of Common Stock which may be
acquired through options currently exercisable.
(6) Includes options to purchase 31,305 shares of Common Stock which may be
acquired through options currently exercisable.
(7) Includes options to purchase 24,500 shares of Common Stock which may be
acquired through options currently exercisable and 260 shares of Common
Stock owned by his wife.
(8) Includes options to purchase 31,305 shares of Common Stock which may be
acquired through options currently exercisable.
(9) Includes options to purchase 7,500 shares of Common Stock which may be
acquired through options currently exercisable.
(10) Includes options to purchase 488,726 shares of Common Stock which may be
acquired through options currently exercisable.
4
EXECUTIVE COMPENSATION AND CERTAIN TRANSACTIONS
The following table sets forth certain information regarding compensation
earned by the chief executive officer and by all other executive officers whose
total annual salary and bonus exceeded $100,000 during 2001.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION ------------
---------------------------------- SECURITIES
OTHER ANNUAL UNDERLYING
YEAR SALARY BONUS COMPENSATION OPTIONS
---- -------- -------- ------------ ------------
William F. Borne........................ 2001 $300,000 $ -- $15,338 32,680
Chief Executive Officer and 2000 275,000 235,000 13,355 38,000
President 1999 240,915 250,000 12,000 107,225
Larry R. Graham......................... 2001 $195,445 $ -- $ -- 16,340
Chief Operating Officer 2000 179,509 90,000 -- --
1999 138,024 75,000 -- 75,000
John M. Joffrion(1)..................... 2001 $162,375 $ -- $ -- 16,340
Senior Vice President of Finance 2000 137,898 60,000 -- 50,000
1999 115,925 60,000 -- 20,000
John H. Linden.......................... 2001 $115,400 $ -- -- 10,000
Chief Information Officer 2000 47,835 10,000 -- --
1999 2,025 -- -- --
Michael D. Lutgring..................... 2001 $108,208 $ -- -- 10,000
General Counsel 2000 93,418 20,000 -- --
1999 75,541 -- -- 17,000
---------------
(1) Mr. Joffrion passed away January 1, 2002.
EMPLOYMENT AGREEMENTS
Mr. Borne entered into a five year employment agreement with the Company
effective January 1, 1999, which provides for annual one-year renewals unless
either party gives 30-day written notice of its election not to renew prior to
the expiration of the term. The agreement provides for a base salary of $250,000
annually, with yearly increases of the greater of (i) 6% (ii) the percentage
increase, if any, of a specified consumer price index or (iii) $25,000. The
agreement also provides for the issuance of stock and stock options, an annual
bonus up to 100% of the base salary then in effect for the applicable year if
the Company's operating income (loss) equals or exceeds the Company's budgeted
projection for such year as approved by the Board, payment of an additional cash
bonus sufficient to pay any taxes incurred as a result of the issuance of stock,
stock grants or stock options, and payment of additional benefits such as
automobile allowance, participation in Company benefit plans and life insurance
benefits.
If Mr. Borne's employment is terminated due to death, disability, without
cause, upon Company default of the agreement, following a change of control of
the Company, upon termination by the Company relating to automatic extensions of
the agreement, or upon termination by Mr. Borne for failing to be elected to the
Board of Directors, he will be entitled to receive the greater of the base
salary he would have received had his employment continued for the remaining
term of the agreement or an amount equal to one month's base salary for each
$10,000 of total compensation he received in either (i) the highest of the last
five (5) years of the agreement or (ii) an amount equal to 150% of the total
base salary for the previous fiscal year, whichever is greater. Compensation
includes all salary, bonuses, stock, benefits, and personal perquisites, whether
in cash or property. In addition, he will be entitled to receive all of the
benefits and personal perquisites provided under the agreement, including but
not limited to, automobile expenses, health and life insurance premiums
5
and benefits, stock grants, and stock options during the period of time which is
the greater of the remaining term of the agreement, or the number of months
calculated by dividing $10,000 into the total compensation.
Messrs. Graham, Nugent and Lutgring each have employment agreements with
the Company of indefinite duration, providing for an annual base salary
($180,000 for Mr. Graham, $175,000 for Mr. Nugent, and $90,000 for Mr. Lutgring)
with minimum yearly increases, annual stock options and an annual bonus (a
minimum of $90,000 for Mr. Graham, $87,500 for Mr. Nugent, and $20,000 for Mr.
Lutgring) and potentially higher amounts upon the attainment of certain
performance criteria and if the Company's operating income (loss) equals or
exceeds the Company's budgeted projection for such year as approved by the
Board. The agreements also provide for additional benefits such as participation
in employee health plans. If the executive is terminated without cause or
following a change of control of the Company, he is entitled to severance
compensation in an amount equal to eighteen months of his base salary in the
case of Messrs. Graham and Nugent and twelve months in the case of Mr. Lutgring.
STOCK OPTIONS
The Company's 1998 Stock Option Plan ("1998 Plan") provides for the
issuance of an aggregate of 1,425,000 shares of Common Stock upon exercise of
options granted pursuant to the 1998 Plan. As of December 31, 2001, options to
purchase an aggregate of 817,633 common shares were outstanding under the 1998
Plan. The Company's Directors' Option Plan ("Plan") provides for the issuance of
an aggregate of 250,000 shares of Common Stock upon exercise of options granted
pursuant to such Plan. As of December 31, 2001, options to purchase 101,400
common shares were outstanding under the Plan.
2001 STOCK OPTION GRANTS
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PERCENT OF PRICE APPRECIATION FOR
OPTIONS TOTAL OPTIONS OPTION TERM
GRANTED GRANTED TO EXERCISE PRICE ----------------------
NAME (SHARES) EMPLOYEES (PER SHARE)(1) EXPIRATION DATE 5% 10%
---- -------- ------------- -------------- --------------- --------- ----------
William F. Borne..... 32,680(3) 16.43% $4.34 December 31, 2010 $78,196 $192,599
Larry R. Graham...... 16,340(4) 8.21% $4.25 February 1, 2011 $43,674 $110,677
John M.
Joffrion(2)........ 16,340(4) 8.21% $4.25 February 1, 2011 $43,674 $110,677
John H. Linden....... 10,000(5) 5.03% $6.75 March 4, 2011 $42,450 $107,578
Michael D.
Lutgring........... 10,000(5) 5.03% $6.75 March 4, 2011 $42,450 $107,578
---------------
(1) Represents the fair market value on the date of the grant.
(2) Mr. Joffrion passed away January 1, 2002.
(3) Options granted vested immediately.
(4) Options granted vest 50% on August 1, 2001, 25% on February 1, 2002, and 25%
on August 1, 2002.
(5) Options granted vest 50% on September 4, 2001, 25% on March 4, 2002, and 25%
on September 4, 2002.
AGGREGATE OPTION EXERCISES IN 2001 AND YEAR-END OPTION VALUES
NUMBER OF SECURITIES
SHARES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED OPTIONS IN-THE-MONEY OPTIONS(1)
ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------
William F. Borne................. -- -- 188,895 18,340 $487,989 $47,149
Larry R. Graham.................. -- -- 90,186 8,170 $328,080 $22,468
John M. Joffrion(2).............. -- -- 65,670 20,670 $233,718 $66,218
John H. Linden................... -- -- 5,000 5,000 $ 1,250 $ 1,250
Michael D. Lutgring.............. -- -- 22,000 5,000 $ 69,250 $ 1,250
6
---------------
(1) Computed based on the differences between the fair market value at fiscal
year end and aggregate exercise prices.
(2) Mr. Joffrion passed away January 1, 2002.
CERTAIN TRANSACTIONS
In October, 2001, the Company entered into a loan agreement with John
Nugent, Chief Development Officer of the Company, pursuant to which the Company
agreed to make monthly loans to him of $4,200 through July 1, 2002 and $5,000
through July 1, 2003, up to a maximum loaned amount of $102,000. The loans bear
interest at 6% per annum and are secured by Mr. Nugent's interest in any bonuses
or severance payments due him by the Company.
The Company paid Printing Dept, Inc., owned by Cecil Williams,
father-in-law of Michael Lutgring, $465,000 in 2002 for printing of forms and
other materials used in daily operations. The Company paid Alphagraphics of
Baton Rouge, Inc., owned by Carole Nugent, wife of John Nugent, $115,000 in 2001
for printing and recruitment mail-out services. The Company believes the fees
paid for these goods and services approximated fair market value.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
There have been no Compensation Committee interlocks or insider
participation.
REPORT OF THE COMPENSATION COMMITTEE
The Company's executive compensation is supervised by the Compensation
Committee of the Board. The Company seeks to provide executive compensation that
will support the achievement of the Company's financial goals while attracting
and retaining talented executives and rewarding superior performance. In
performing this function, the Compensation Committee reviews executive
compensation surveys and other available information and may from time to time
consult with independent compensation consultants.
The Company seeks to provide an overall level of compensation to the
Company's executives that is competitive within the healthcare industry and
other companies of comparable size and complexity. Compensation in any
particular case may vary from an industry average on the basis of annual and
long-term Company performance, as well as individual performance. The
Compensation Committee will exercise its discretion to set compensation based on
its judgement and where external, internal or individual circumstances warrant
it.
In general, the Company compensates its executive officers through a
combination of base salary, annual incentive compensation in the form of cash
and non-cash bonuses and long-term incentive compensation in the form of stock
options.
BASE SALARY
Base salary levels for the Company's executive officers are set generally
to be competitive in relation to the salary levels of executive officers in
other companies within the healthcare industry or other companies of comparable
size, taking into consideration the position's complexity, responsibility and
need for special expertise. In reviewing salaries in individual cases, the
Compensation Committee also takes into account individual experience, and
performance.
ANNUAL INCENTIVE COMPENSATION
The Compensation Committee has historically structured employment
arrangements with incentive compensation. Payment of bonuses has generally
depended upon the Company's achievement of budgeted operating income (loss)
projections established at the beginning of each fiscal year or other
significant corporate objectives. Individual performance is also considered in
determining bonuses.
7
OTHER COMPENSATION
In addition to cash and equity compensation programs, the executive
officers participate in various other employee benefit plans. Executive officer
participation in various clubs, organizations, and associations may also be
funded by the Company.
LONG-TERM INCENTIVE COMPENSATION
The Company provides long-term incentive compensation through its stock
option plan. The number of common shares covered by any grant is generally
determined by the then-current stock price, subject in certain circumstances to
vesting requirements. In special cases, however, grants may be made to reflect
increased responsibilities or reward extraordinary performance.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Borne has served as chief executive officer since 1982. Mr. Borne's
annual base salary for fiscal year 2002 is $325,000 pursuant to his employment
agreement described herein. He received no bonus in 2001.
The overall goal of the Compensation Committee is to ensure that
compensation policies are established that are consistent with the Company's
strategic business objectives and that provide incentives for the attainment of
those objectives. This is effected in the context of a compensation program that
includes base pay, annual incentive compensation, and stock ownership.
Members of the Compensation Committee:
David R. Pitts (Chairman)
Peter F. Ricchiuti
8
REPORT OF THE AUDIT COMMITTEE
The following report of the Audit Committee does not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other Company filing under the Securities Act of 1933 or the Securities Exchange
Act of 1934, except to the extent the Company specifically incorporates this
report by reference therein.
The function of the Committee is to assist the Board in fulfilling its
oversight responsibilities through regular or special meetings with management
and the independent accountants on matters relating to:
1. the integrity of the Company's financial statements included in the
Quarterly Reports on Form 10-Q and the Annual Report on Form 10-K,
2. compliance by the Company with legal and regulatory requirements,
and
3. the independence and performance of the Company's independent
auditors.
In carrying out this function, the Committee provides independent and
objective oversight of the performance of the Company's financial reporting
process, system of internal controls and legal and regulatory compliance system.
The Committee provides for open, ongoing communication among the independent
accountants, financial and senior management, compliance officers and the Board
concerning the Company's financial and compliance position and affairs. The
Committee has the power to conduct or authorize investigations into any matters
within its scope of responsibilities and is empowered to retain independent
counsel, accountants, or others to assist it in the conduct of any
investigation. The Committee's responsibility is oversight, and it recognizes
that the Company's management is responsible for preparing the Company's
financial statements and complying with applicable laws and regulations.
The Committee met five times during 2001. In overseeing the preparation of
the Company's financial statements, the Committee met with both management and
the Company's outside auditors to review and discuss all financial statements
prior to their issuance and to discuss significant accounting issues. Management
advised the Committee that all financial statements were prepared in accordance
with generally accepted accounting principles, and the Committee discussed the
statements with both management and the outside auditors. The Committee's review
included discussion with the outside auditors of matters required to be
discussed pursuant to Statement on Auditing Standards No. 61 (Communications
with Audit Committees). With respect to the Company's outside auditors, the
Committee, among other things, discussed with Andersen matters relating to its
independence, including the disclosures made to the Committee as required by the
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees). On the basis of these reviews and discussions, the Committee
recommended to the Board that they approve the inclusion of the Company's
audited financial statements in the Company's Annual Report on Form 10-K for the
year ended December 31, 2001 for filing with the SEC.
Members of the Audit Committee:
Ronald A. LaBorde (Chairman)
Jake L. Netterville
Peter F. Ricchiuti
INDEPENDENT ACCOUNTANTS
The firm of Arthur Andersen LLP ("Andersen") audited the Company's
financial statements for the year ended December 31, 2001. The Board has not yet
selected a firm to audit the Company's 2002 financial statements and is
considering proposals from several firms. Representatives of the firm chosen
will be asked to attend the Meeting, to make a statement if they desire and to
be available to respond to appropriate questions.
9
Aggregate fees paid for professional services rendered by Andersen in
connection with the audit of the Company's financial statements for the year
ended December 31, 2001 and the reviews of the quarterly financial statements
for 2001 were $166,810. In addition, aggregate fees of $421,668 were paid to
Andersen during the fiscal year ended December 31, 2001 for other professional
services. These professional services consisted primarily of information
technology review fees of $160,000, tax return preparation fees of $95,000, tax
planning and restructuring fees of $79,845, and fees relating to the restatement
of fiscal year ended December 31, 2000 operating results of $61,323. During the
fiscal year ended December 31, 2001, Andersen rendered no professional services
in connection with the design and implementation of financial information
systems. The Audit Committee has discussed the non-audit services provided by
Andersen and the related fees and has concluded that these services and fees are
compatible with maintaining auditor independence.
10
PERFORMANCE GRAPH
The Performance Graph set forth below compares the cumulative total
stockholder return on the Company's Common Stock for the five-year period ended
December 31, 2001, with the cumulative total return on the NASDAQ composite
index and a peer-group index over the same period (assuming the investment of
$100 in the Company's Common Stock, the NASDAQ composite index and the peer
group) on December 31, 1996 and the reinvestment of dividends. The peer group
selected by the Company is comprised of: Star Multi Care Services, Inc.,
National Home Health Care Corp., Transworld Healthcare, Inc., American
HomePatient, Inc. and Tender Loving Care Health Care Services, Inc. The
cumulative total stockholder return on the following graph is not necessarily
indicative of future stockholder return. No cash dividends have been declared on
the Company's Common Stock.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
[PERFORMANCE GRAPH]
--------------------------------------------------------------------------------------
12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
--------------------------------------------------------------------------------------
Amedisys, Inc. 100.00 62.07 39.72 19.03 59.86 96.55
Peer Group 100.00 75.39 23.25 13.68 12.68 30.91
Nasdaq Composite 100.00 121.64 169.84 315.20 191.36 151.07
SHAREHOLDER PROPOSALS
Proposals of stockholders of the Company which are intended to be presented
by such stockholders at the 2003 Annual Meeting must be received by the Company
no later than January 17, 2003 in order for such proposals to be eligible for
inclusion in the proxy statement and form of proxy relating to that meeting.
Under the Company's Bylaws, the proposal of business to be considered by
the stockholders may be made at an annual meeting of stockholders (a) pursuant
to the Company's notice of meeting, (b) by or at the direction of the Board or
(c) by any stockholder of the Company who was a stockholder of record at the
time of giving of notice provided for in the By-Laws, who is entitled to vote at
the meeting and who complies with the notice procedures set forth in the
By-Laws.
11
For business other than nominations to be properly brought before an annual
meeting by a stockholder, the stockholder must have given timely notice thereof
in writing to the Secretary of the Company and such other business must
otherwise be a proper matter for stockholder action. To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Company not later than the close of business on the
60th day nor earlier than the close of business on the 90th day before to the
first anniversary of the preceding year's annual meeting; except that if the
date of the annual meeting is more than 30 days before or more than 60 days
after such anniversary date, notice by the stockholder to be timely must be so
delivered not earlier than the close of business on the 90th day before such
annual meeting and not later than the close of business on the later of the 60th
day before such annual meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made by the Company. Such
notice shall set forth (a) as to any business that the stockholder proposes to
bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such stockholder and the
beneficial owner, if any, on whose behalf the proposal is made; and (b) as to
the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the Company's books, and of such beneficial owner
and (ii) the class and number of shares of the Company which are owned
beneficially and of record by such stockholder and such beneficial owner.
A stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder. Nothing in the Bylaws,
however, shall be deemed to affect any rights (i) of stockholders to request
inclusion of proposals in the Company's proxy statement pursuant to Rule 14a-8
under the Exchange Act or (ii) of the holders of any series of Preferred Stock
to elect directors or propose other business under specified circumstances.
OTHER MATTERS
Management is not aware of any other matters to be presented for action at
the Meeting. However, if any other matter is properly presented at the Meeting
or any adjournment thereof, it is the intention of the persons named in the
enclosed proxy to vote in accordance with their best judgement on such matter.
By Order of the Board of Directors
/s/ WILLIAM F. BORNE
WILLIAM F. BORNE
Chairman and Chief Executive Officer
May 17, 2002
12
AMEDISYS, INC.
ANNUAL MEETING OF STOCKHOLDERS
JUNE 13, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF AMEDISYS, INC.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
CHOICES SPECIFIED BELOW.
The undersigned stockholder of Amedisys, Inc. (the "Company") hereby appoints
William F. Borne and Michael D. Lutgring, the true and lawful attorneys, agents
and proxies of the undersigned with full power of substitution for and in the
name of the undersigned, to vote all the shares of Common Stock of the Company
which the undersigned may be entitled to vote at the Annual Meeting of
Stockholders of the Company to be held at the Amedisys Corporate Office, 11100
Mead Road, Suite 300, Baton Rouge, Louisiana, on Thursday, June 13, 2002 at 4:00
p.m. (CDT), and any and all adjournments thereof, with all of the powers which
the undersigned would possess if personally present, for the following purposes:
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
-------------
SEE REVERSE
SIDE
-------------
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
NOMINEES: William F. Borne
FOR WITHHOLD Ronald A. LaBorde
1. To elect [ ] [ ] Jake L. Netterville 2. The proxies are authorized to vote as
Directors. David R. Pitts they determine in their discretion upon such
Peter F. Ricchiuti other matters as may properly come before
the meeting.
For, except vote withheld from the following nominee(s):
--------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED FOR THE CHOICES
SPECIFIED. If no choice is specified, this
proxy will be voted FOR the election of the
persons named above and in the discretion of the
proxy holders as to all other matters.
The undersigned hereby acknowledges receipt
of the Notice of Annual Meeting and Proxy
Statement dated May 17, 2002.
PLEASE MARK, SIGN AND DATE THIS PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------
SIGNATURE SIGNATURE IF JOINTLY HELD PRINTED NAME DATED:
----------------------- ---------------------- ----------------- -------
NOTE: Please sign exactly as name appears on the stock certificate(s). Joint
owners should each sign. Trustees and others acting in a representative capacity
should indicate the capacity in which they sign.