SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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 Rule 14a-11(c) or Rule 14a-12
BIO-RAD LABORATORIES, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(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 is determined):
________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________
(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.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(4) Date filed:
BIO-RAD LABORATORIES, INC.
NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS OF
BIO-RAD LABORATORIES, INC.
TO BE HELD FEBRUARY 4, 2002
To the Stockholders of Bio-Rad Laboratories, Inc.:
A special meeting of the stockholders of Bio-Rad Laboratories, Inc.
("Bio-Rad" or the "Company") will be held at the Company's corporate offices,
1000 Alfred Nobel Drive, Hercules, California 94547 on February 4, 2002, at
4:00 p.m., Pacific Time, for the following purposes:
(1) To approve an amendment to the certificate of incorporation of the
Company to increase the authorized number of shares of capital stock
from 23,300,000 to 77,500,000 shares, by increasing the number of
authorized shares of our Class A Common Stock from 15,000,000 shares to
50,000,000 shares, increasing the number of authorized shares of our
Class B Common Stock from 6,000,000 shares to 20,000,000 shares and
increasing the number of authorized shares of Preferred Stock from
2,300,000 to 7,500,000 shares;
(2) To approve an amendment to the certificate of incorporation of the
Company to reduce the par value of each of the Class A Common Stock,
Class B Common Stock and Preferred Stock from $1.00 per share to $.0001
per share;
(3) To approve an amendment to the certificate of incorporation of the
Company to eliminate the current requirement that all elections of
directors be conducted by written ballot;
(4) To approve an amendment to the certificate of incorporation of the
Company to make certain technical amendments; and
(5) To transact such other business as may properly come before the meeting
and at any adjournments or postponements thereof, including, if
submitted to a vote of the stockholders, a motion to adjourn the special
meeting to another time or place for the purpose of soliciting
additional proxies.
The Board of Directors of the Company has determined that each of the
amendments are advisable and in your best interests and recommends that you
vote "FOR" these proposals.
The Board of Directors of the Company has fixed the close of business on
December 24, 2001 as the record date for the determination of the stockholders
entitled to notice of and to vote at this special meeting and at any
adjournments or postponements thereof. A list of such stockholders will be
available for examination by any stockholder at the special meeting and at the
offices of the Company, 1000 Alfred Nobel Drive, Hercules, California 94547,
during ordinary business hours during the ten-day period prior to the special
meeting date. The stock transfer books of the Company will not be closed.
All stockholders are invited to attend the special meeting in person, but
those who are unable to do so are urged to execute and return promptly the
enclosed Proxy in the provided postage-paid envelope. Since a majority of the
outstanding shares of each class of common stock of the Company must be present
or represented at the special meeting to transact the business matters referred
to above, your promptness in returning the enclosed Proxy will be greatly
appreciated. Your Proxy is revocable and will not affect your right to vote in
person in the event you attend the meeting and revoke your Proxy.
By order of the Board of Directors
BIO-RAD LABORATORIES, INC.
SANFORD S. WADLER, Secretary
Hercules, California
January 2, 2002
BIO-RAD LABORATORIES, INC.
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PROXY STATEMENT
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FOR A SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 4, 2002
Information Regarding Proxies
The enclosed Proxy is solicited on behalf of the Board of Directors of
Bio-Rad Laboratories, Inc., a Delaware corporation ("Bio-Rad" or the
"Company"), in connection with a special meeting of stockholders of the Company
to be held at the Company's corporate offices, 1000 Alfred Nobel Drive,
Hercules, California 94547 on Monday, February 4, 2002 at 4:00 p.m., and at any
adjournments or postponements thereof. The Company intends to mail copies of
this Proxy Statement and the accompanying notice and Proxy Card on or about
January 2, 2002 to all stockholders entitled to vote at the special meeting.
The Company will pay the cost of this Proxy solicitation. In addition to
solicitation by use of the mails, proxies may be solicited from stockholders of
the Company by directors, officers and employees of the Company in person or by
telephone, telegram or other means of communication. Such directors, officers
and employees will not be additionally compensated, but may be reimbursed for
reasonable out-of-pocket expenses in connection with such solicitation.
Arrangements will be made with brokerage houses, custodians, nominees and
fiduciaries for forwarding of proxy materials to beneficial owners of shares
held of record by such brokerage houses, custodians, nominees and fiduciaries
and for reimbursement of their reasonable expenses incurred in connection
therewith. The Company may retain Georgeson Shareholder Services, a proxy
solicitation firm, to solicit proxies in connection with the special meeting at
an estimated cost of $6,000.00.
Shares for which a properly executed Proxy in the enclosed form is returned
will be voted at the meeting in accordance with the directions on such Proxy.
If no voting instructions are indicated with respect to one or more of the
proposals, the Proxy will be voted in favor of each of the proposal(s) and to
approve those other matters that may properly come before the special meeting
at the discretion of the person named in the Proxy. Any Proxy may be revoked by
the record owner of the shares at any time prior to its exercise by delivering
to the Secretary of the Company, at 1000 Alfred Nobel Drive, Hercules,
California 94547, a written revocation or a duly executed Proxy bearing a later
date or by attending the meeting and voting in person. Attendance at the
special meeting will not, by itself, constitute revocation of a Proxy.
Voting Securities
The securities of the Company entitled to vote at the meeting consist of
shares of its Class A Common Stock and Class B Common Stock, both $1.00 par
value (collectively, "Common Stock"). At the close of business on December 24,
2001, 10,083,318 shares of Class A Common Stock and 2,413,281 shares of Class B
Common Stock were issued and outstanding. Only stockholders of record at the
close of business on December 24, 2001 will be entitled to notice of and to
vote at the special meeting. The presence, in person or by Proxy, of the
holders of a majority of the Voting Power will constitute a quorum for the
transaction of business at the special meeting, provided, however, that for the
first two proposals, the presence, in person or by Proxy, of the holders of a
majority of the outstanding shares of the Class A Common Stock and a majority
of the outstanding shares of the Class B Common Stock will constitute a quorum
for the transaction of business. Each share of Class A Common Stock is entitled
to one-tenth of a vote and each share of Class B Common Stock is entitled to
one vote, except in the election of directors (which is not a subject of the
special meeting) and any other matter requiring the vote of one or both classes
of Common Stock voting separately. The sum of one-tenth the number of shares of
Class A Common Stock and the number of shares of Class B Common Stock
constitutes the "Voting Power" of the Company.
1
The Board of Directors is not aware of any matters that might come before
the meeting other than the amendments to and restatement of the certificate of
incorporation described in this Proxy Statement. If, however, any other matters
properly come before the special meeting, including, without limitation, if
submitted to a vote of the stockholders, a motion to adjourn the special
meeting to another time or place for the purpose of soliciting additional
proxies, it is intended that the Proxies will be voted in accordance with the
judgment of the person or persons voting such Proxies.
Under Delaware law: (1) shares represented by proxies that reflect
abstentions or "broker non-votes" (i.e., shares held by a broker or nominee
which are represented at the meeting, but with respect to which such broker or
nominee is not empowered to vote on a particular proposal) will be counted as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum; and (2) proxies that reflect abstentions or "broker
non-votes" with respect to a particular proposal will have the same effect as a
vote against that proposal.
There is no statutory or contractual right of appraisal or similar remedy
available to those stockholders who dissent from any matter to be acted upon.
2
PRINCIPAL AND MANAGEMENT STOCKHOLDERS
The following table presents certain information as of December 20, 2001
(except as noted below), with respect to Class A Common Stock and Class B
Common Stock beneficially owned by: (i) any person who is known to the Company
to be the beneficial owner of more than five percent of the outstanding Common
Stock of either class, (ii) each director of Bio-Rad, (iii) certain executive
officers of Bio-Rad, and (iv) all directors and executive officers of Bio-Rad
as a group. The address for all executive officers and directors is c/o Bio-Rad
Laboratories, Inc., 1000 Alfred Nobel Drive, Hercules, California 94547.
Class A Common Stock(1) Class B Common Stock
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Name and, with Respect to Number of Shares and Percent Number of Shares and Percent
Owner of 5% or More, Address Nature of Ownership(2) of Class Nature of Ownership(2) of Class
---------------------------- ---------------------- -------- ---------------------- --------
Blue Raven Partners, L.P.(3)............... -- 0.0% 2,030,027 84.1%
1000 Alfred Nobel Drive
Hercules, CA 94547
Private Capital Management, Inc.(4)........ 1,165,732 11.7% -- 0.0%
3003 Tamiami Trail North
Naples, FL 34103
Bernard A. Egan............................ 743,994 7.4% -- 0.0%
1900 Old Dixie Highway
Fort Pierce, FL 34946
Dimensional Fund Advisors, Inc.(4)......... 515,075 5.2% -- 0.0%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
David and Alice N. Schwartz(5)(6)(9)....... 1,605,524 16.1% 2,226,668 86.5%
Bio-Rad Laboratories, Inc.
1000 Alfred Nobel Drive
Hercules, CA 94547
Norman Schwartz(5)(7)(8)(9)................ 105,727 1.1% 2,044,854 84.4%
Bio-Rad Laboratories, Inc.
1000 Alfred Nobel Drive
Hercules, CA 94547
Steven Schwartz(5)(7)(10).................. 82,450 0.8% 2,034,227 84.3%
Bio-Rad Laboratories, Inc.
1000 Alfred Nobel Drive
Hercules, CA 94547
James J. Bennett (9)....................... 33,757 0.3% 23,727 1.0%
John Goetz (9)............................. 19,695 0.2% -- 0.0%
Albert J. Hillman (9)...................... 4,454 0.0% 4,117 0.2%
Philip L. Padou(9)......................... -- 0.0% -- 0.0%
Sanford S. Wadler(9)....................... 28,565 0.3% -- 0.0%
All directors and executive officers as a
group(9) (11 persons).................... 1,827,646 18.1% 2,304,582 89.2%
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(1) Excludes Class A Common Stock that may be acquired on conversion of Class
B Common Stock. Class B Common Stock may be converted to Class A Common
Stock on a one for one basis and, if fully converted, would result in the
following percentage beneficial ownership of Class A Common Stock: Blue
Raven Partners 16.4%; Private Capital Management, Inc. 9.4%; Bernard A.
Egan 6.0%; Dimensional Fund
3
Advisors 4.1%; David and Alice N. Schwartz 30.5%; Norman Schwartz 17.3%;
Steven Schwartz 17.0%; James J. Bennett 0.5%; John Goetz 0.2%; Albert J.
Hillman 0.1%; Philip L. Padou 0.0%; Sanford S. Wadler 0.2%; and all
directors and executive officers as a group 32.6%. Management considers any
substantial conversions by the executive officers or directors listed in
the table to be highly unlikely.
(2) Except as otherwise indicated and subject to applicable community property
and similar statutes, the persons listed as beneficial owners of the
shares have sole voting and investment power with respect to such shares.
Number of shares is based on the statements of the stockholders where not
identified specifically in the stockholder register.
(3) David Schwartz, Alice N. Schwartz, Norman Schwartz and Steven Schwartz are
general partners of Blue Raven Partners, L.P., a California limited
partnership (the "Partnership"), and, as such, share voting and
dispositive power over the Class B Common Stock held by the Partnership.
(4) For Private Capital Management, Inc. based solely on an amended Schedule
13G filed on February 14, 2001 with the Securities and Exchange Commission
pursuant to Rule 13d-1(b) of the Exchange Act. For Dimensional Fund
Advisors, Inc., based solely on a Schedule 13G filed on February 2, 2001
with the Securities and Exchange Commission pursuant to Rule 13d-1(b) of
the Exchange Act.
(5) Includes 2,030,027 shares of Class B Common Stock held by the Partnership.
(6) David and Alice N. Schwartz each have a one-half community property
interest in these shares. Includes 20,588 shares of Class B Common Stock
held by DANSA Partners Limited, a California limited partnership, of which
David and Alice N. Schwartz are general partners.
(7) Norman Schwartz and Steven Schwartz are sons of David and Alice N.
Schwartz.
(8) Includes 4,200 shares owned by Norman Schwartz's wife, as to which Norman
Schwartz disclaims any beneficial ownership.
(9) Includes shares with respect to which such persons have the right to
acquire beneficial ownership immediately or within sixty days of December
18, 2001, under the Company's employee stock purchase plan and stock
option agreements, as follows: David Schwartz, 160,650 Class B shares;
Norman Schwartz, 10,627 Class B shares and 3,750 Class A shares; James J.
Bennett, 22,308 Class A shares; John Goetz, 11,784 Class A shares; Sanford
S. Wadler, 15,752 Class A shares; and all directors and executive officers
as a group, 70,348 Class A shares and 171,277 Class B shares.
(10) Includes 4,200 shares owned by Steven Schwartz's wife, as to which Steven
Schwartz disclaims any beneficial ownership.
4
I. APPROVAL OF AMENDMENT TO INCREASE
AUTHORIZED NUMBER OF CAPITAL SHARES OF THE COMPANY
The Board of Directors proposes to amend and restate the Company's
certificate of incorporation (the "Existing Certificate") to increase the
number of authorized shares of the Company's capital stock. Our Existing
Certificate authorizes the Company to issue 23,300,000 shares of capital stock,
of which 15,000,000 shares are designated as Class A Common Stock, 6,000,000
shares are designated as Class B Common Stock and 2,300,000 shares are
designated as Preferred Stock. The Board of Directors believes this capital
structure is inadequate for the present and future needs of the Company.
Therefore, on August 15, 2001, the Board of Directors unanimously adopted and
declared advisable the amendment and restatement of the Company's certificate
of incorporation to increase the total number of authorized shares of capital
stock of the Company to 77,500,000 shares, to increase the number of shares of
authorized shares of Class A Common Stock to 50,000,000, to increase the number
of authorized shares of Class B Common Stock to 20,000,000 and to increase the
number of authorized shares of Preferred Stock to 7,500,000. The Board believes
this capital structure more appropriately reflects the present and future needs
of the Company and recommends such amendment and restatement to the Company's
stockholders for adoption.
The Board of Directors recommends that the Existing Certificate be so
amended by deleting and replacing Section 4(a) of the Existing Certificate with
the following paragraph (the "Authorized Shares Proposal"):
(a) The total number of shares of all classes of stock which the corporation
shall be authorized to issue is 77,500,000 shares, divided into three
classes of shares of stock as follows: 50,000,000 shares of Class A Common
Stock, par value $0.0001 per share ("Class A Common"), 20,000,000 shares of
Class B Common Stock, par value $0.0001 per share ("Class B Common"), and
7,500,000 shares of Preferred Stock, par value $0.0001 per share ("Preferred
Stock").
The text of the proposed amended and restated certificate of incorporation
(the "Restated Certificate"), which includes the Authorized Shares Proposal and
the other amendments described in this Proxy Statement, is attached as Exhibit
A to this Proxy Statement. Copies of the Existing Certificate are available for
inspection at the principal executive offices of the Company and will be sent
to any stockholder upon written request. If all of the proposed amendments to
the Existing Certificate are adopted, the Restated Certificate will become
effective upon filing of the Restated Certificate with the Secretary of State
of the State of Delaware.
Adoption of the Authorized Shares Proposal by the stockholders of the
Company will not constitute the issuance of additional shares of Class A Common
Stock, Class B Common Stock or Preferred Stock and will not affect the rights
of the holders of currently outstanding shares of such stock.
As of December 24, 2001, 10,083,318 shares of Class A Common Stock,
2,413,281 shares of Class B Common Stock and no shares of Preferred Stock were
outstanding. Under our current certificate of incorporation, a Class B
stockholder has the right at any time to convert any share of Class B Common
Stock into one share of Class A Common Stock. As a result, we have reserved for
issuance a total of 2,413,281 shares of Class A Common Stock to allow for this
conversion. The total number of shares of Class A Common Stock and Class B
Common Stock outstanding excludes: 549,910 Class A shares and 236,337 Class B
shares that are issuable upon exercise of outstanding options and warrants.
5
Purpose for Authorizing Additional Capital Stock
Approval of the Authorized Shares Proposal by the stockholders of the
Company will give the Board of Directors the express authority, without further
action by the stockholders, to issue shares of Class A Common Stock, Class B
Common Stock or Preferred Stock from time to time as the Board of Directors
deems necessary. The Board's primary purpose in submitting the Authorized
Shares Proposal to the stockholders at this time is to provide the Company with
flexibility to adjust the number of shares of Class A Common Stock and Class B
Common Stock outstanding in order to promote a broad market for such stock.
Management's continuing efforts to improve the financial condition and results
of operations of the Company have been successful and have been reflected in an
increased price of the Class A Common Stock. As a result, the Board of
Directors is currently considering effecting a split of the Company's Common
Stock through a stock dividend, which would result in a market price believed
to be more attractive to a broader spectrum of investors, particularly
individual investors. The Board's decision in this regard is necessarily
contingent upon numerous factors, including, but not limited to, the number of
shares of Class A Common Stock and Class B Common Stock authorized for
issuance, fluctuations in the stock market, the prevailing condition of the
overall economy and the market price of the Common Stock. It is, therefore,
possible that a decision to split the Common Stock through a stock dividend may
not be taken. However, should the Board of Directors determine to split the
Common Stock through a stock dividend, stockholder approval of an amendment to
increase the number of authorized shares of capital stock would be necessary to
enable the Company to effectuate such a split. If the Authorized Shares
Proposal is adopted by the stockholders of the Company, the Board will avoid
the delay which would be required for obtaining such approval at a later time.
Conversely, delaying the Authorized Shares Proposal until the next regularly
scheduled Annual Meeting in April 2002 would necessarily eliminate the Board's
ability to effect a stock split through a stock dividend prior to that date.
In addition to providing flexibility to effect a stock split through a stock
dividend, the availability of additional authorized shares of capital stock
would provide the Company with flexibility to issue Class A Common Stock, Class
B Common Stock or Preferred Stock for a variety of other proper corporate
purposes without further action by the Company's stockholders, except as may be
required by law, regulation or stock exchange rule. As a result, the Company
would be in a better position to take prompt advantage of opportunities for
which the issuance of the Company's capital stock might be appropriate,
including, without limitation, acquisition transactions, equity or convertible
debt financings, stock dividends or distributions, issuance of options pursuant
to the Company's stock option plans or other bona fide corporate purposes. The
Company has not committed to issue any shares of capital stock which are the
subject of the Authorized Shares Proposal.
Effects of Increasing the Authorized Capital Stock
Approval of the Authorized Shares Proposal by the stockholders of the
Company could have a number of effects on the Company's stockholders depending
upon the exact nature and circumstances of any actual issuances of authorized
but unissued shares of capital stock of the Company by the Board of Directors
of the Company. The Authorized Shares Proposal could have an anti-takeover
effect, in that 54,200,000 additional shares of capital stock of the Company
could be issued (within the limits imposed by applicable law) in one or more
transactions that could make a change in control or takeover of the Company
more difficult. For example, additional shares of capital stock of the Company
could be issued by the Company so as to dilute the stock ownership or voting
rights of persons seeking to obtain control of the Company. Similarly, the
issuance of additional shares of capital stock of the Company to certain
persons allied with the Company's management could have the effect of making it
more difficult to remove the Company's current management by diluting the stock
ownership of or voting rights of persons seeking to cause such removal.
Although the Authorized Shares Proposal has been prompted by business and
financial considerations and not by the threat of any hostile takeover attempt
(nor is the Board currently aware of any such attempts directed at the
Company), nevertheless, stockholders should be aware that approval of the
Authorized Shares Proposal could facilitate future efforts by the Company to
deter or prevent changes in control of the Company, including transactions in
which the stockholders might otherwise receive a premium for their shares over
then current market prices.
6
In addition, an issuance of additional shares of capital stock of the
Company could have an effect on the potential realizable value of a
stockholder's investment. In the absence of a proportionate increase in the
Company's earnings and book value, an increase in the aggregate number of
outstanding shares would dilute the earnings per share and book value per share
of all outstanding shares of the Company's capital stock. If such factors were
reflected in the price per share of Class A Common Stock and Class B Common
Stock, the potential realizable value of a stockholder's investment could be
adversely affected. The Class A Common Stock and Class B Common Stock carries
no preemptive rights to purchase additional shares upon the issuance of
additional shares of capital stock of the Company. The adoption of the
Authorized Shares Proposal will not of itself cause any change in the capital
accounts of the Company.
Vote Required
The affirmative vote of each of (i) a majority of the outstanding Class A
Common Stock voting together as a single class, (ii) a majority of the
outstanding Class B Common Stock, voting together as a single class, and (iii)
a majority of the Voting Power of the Company (with the holders of Class A
Common Stock having one-tenth of a vote for each share of Class A Common Stock
and the holders of Class B Common Stock having one vote for each share Class B
Common Stock) is required to approve the Authorized Shares Proposal.
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The Board of Directors recommends that you vote FOR the Authorized Shares
Proposal.
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II. APPROVAL OF AMENDMENT TO REDUCE THE PAR VALUE OF EACH OF THE CLASS A COMMON
STOCK, CLASS B COMMON STOCK AND PREFERRED STOCK
The Existing Certificate provides that the par value of each of the Class A
Common Stock, Class B Common Stock and Preferred Stock is $1.00 per share. The
Board of Directors recommends that the Existing Certificate be so amended by
deleting and replacing Section 4(a) of the Existing Certificate with the
following paragraph (the "Par Value Proposal"):
(a) The total number of shares of all classes of stock which the corporation
shall be authorized to issue is 77,500,000 shares, divided into three
classes of shares of stock as follows: 50,000,000 shares of Class A Common
Stock, par value $0.0001 per share ("Class A Common"), 20,000,000 shares of
Class B Common Stock, par value $0.0001 per share ("Class B Common"), and
7,500,000 shares of Preferred Stock, par value $0.0001 per share ("Preferred
Stock").
The text of the proposed Restated Certificate, which includes the Par Value
Proposal and the other amendments described in this Proxy Statement, is
attached as Exhibit A to this Proxy Statement. Copies of the Existing
Certificate are available for inspection at the principal executive offices of
the Company and will be sent to any stockholder upon written request. If all of
the proposed amendments to the Existing Certificate are adopted, the Restated
Certificate will become effective upon filing of the Restated Certificate with
the Secretary of State of the State of Delaware.
Purpose and Effect of Reduction in Par Value
If the Par Value Proposal is approved by the stockholders of the Company,
the resulting reduction in the par value of the Company's capital stock may
decrease the Company's franchise taxes depending on the method of calculating
franchise taxes used by the Company. In addition, a reduction in the par value
of the Company's capital stock may result in a greater surplus, which would
give the Company greater flexibility to pay dividends or repurchase stock. The
Par Value Proposal will not otherwise affect the rights of the Company's
stockholders.
7
Vote Required
The affirmative vote of each of (i) a majority of the outstanding Class A
Common Stock voting together as a single class, (ii) a majority of the
outstanding Class B Common Stock voting together as a single class, and (iii) a
majority of the Voting Power of the Company (with the holders of Class A Common
Stock having one-tenth of a vote for each share of Class A Common Stock and the
holders of Class B Common Stock having one vote for each share Class B Common
Stock) is required to approve the Par Value Proposal.
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The Board of Directors recommends that you vote FOR the Par Value Proposal.
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III. APPROVAL OF AMENDMENT TO ELIMINATE REQUIREMENT THAT DIRECTORS BE ELECTED
BY WRITTEN BALLOT
Under the Existing Certificate, election of directors must be effected by
written ballot. Section 211(e) of the General Corporation Law of the State of
Delaware provides that all elections of directors must be by written ballot
unless otherwise provided in the certificate of incorporation. The Board of
Directors recommends that the Existing Certificate be amended to add the
following sentence to the end of Section 4(b)(B)(1) (the "Written Ballot
Proposal"):
Unless, and to the extent, that, the by-laws of the corporation so require,
the election of directors of the corporation need not be by written ballot.
The text of the proposed Restated Certificate, which includes the Written
Ballot Proposal and the other amendments described in this Proxy Statement, is
attached as Exhibit A to this Proxy Statement. Copies of the Existing
Certificate are available for inspection at the principal executive offices of
the Company and will be sent to any stockholder upon written request. If all of
the proposed amendments to the Existing Certificate are adopted, the Restated
Certificate will become effective upon filing of the Restated Certificate with
the Secretary of State of the State of Delaware.
Purpose and Effect of Elimination of Requirement that Directors Be Elected By
Written Ballot
Approval of the Written Ballot Proposal by the stockholders of the Company
will not alter stockholders' rights to elect the Company's directors, but it
will eliminate the current requirement that all elections of directors be
conducted by written ballot and would allow the addition of a new provision to
the Company's bylaws specifying that the Board may determine whether a written
ballot is required in connection with the election of directors. The Board
believes that the Company should have maximum flexibility and ability to reduce
costs of conducting an election of directors. The Board of Directors does not
consider the Written Ballot Proposal to be a material change to the Existing
Certificate.
Vote Required
The affirmative vote of a majority of the Voting Power of the Company (with
the holders of Class A Common Stock having one-tenth of a vote for each share
of Class A Common Stock and the holders of Class B Common Stock having one vote
for each share Class B Common Stock) is required to approve the Written Ballot
Proposal.
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The Board of Directors recommends that you vote FOR the Written Ballot
Proposal.
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8
IV. APPROVAL OF CERTAIN TECHNICAL AMENDMENTS
TO EXISTING CERTIFICATE
The Board of Directors recommends certain other amendments to the Existing
Certificate that are not intended to affect stockholders' rights under the
Existing Certificate, but are intended to clarify the intent of certain
provisions.
The Board recommends an amendment to the Existing Certificate to amend and
restate the last sentence of Section 4(b)(B)(5) as follows:
If permitted by the by-laws, the Board of Directors may increase the number
of directors, and any newly created directorships so created may be filled
by the Board of Directors; provided that, so long as the holders of Class A
Common shares have the rights provided in paragraphs B.(1) and B.(5) of this
Article 4.(b) in respect of the next previous annual meeting of
stockholders, the Board of Directors may be so enlarged by the Board of
Directors only to the extent that at least twenty-five percent of the
enlarged Board consists of directors elected (a) by the holders of the Class
A Common shares, (b) by persons appointed to fill vacancies created by the
death, resignation or removal of persons elected by the holders of the Class
A Common shares, (c) by directors elected by the holders of the Class A
Common shares, or (d) by persons elected to fill newly created directorships
in the manner provided by clauses (a), (b) or (c) above.
The Board of Directors has also approved an amendment to the Existing
Certificate to add the following language after Section 7 (together with the
amendment above, the "Technical Amendments Proposal"):
8. The corporation reserves the right at any time, and from time to time, to
amend, alter, change or repeal any provision contained in this Restated
Certificate of Incorporation, and other provisions authorized by the laws of
the State of Delaware at the time in force may be added or inserted, in the
manner now or hereafter prescribed by law; and all rights, preferences and
privileges of whatsoever nature conferred upon stockholders, directors or
any other persons whomsoever by and pursuant to this Restated Certificate of
Incorporation in its present form or as hereafter amended are granted
subject to the rights reserved in this article.
The text of the proposed Restated Certificate, which includes the Technical
Amendments Proposal and the other amendments described in this Proxy Statement,
is attached as Exhibit A to this Proxy Statement. Copies of the Existing
Certificate are available for inspection at the principal executive offices of
the Company and will be sent to any stockholder upon written request. If all of
the proposed amendments to the Existing Certificate are adopted, the Restated
Certificate will become effective upon filing of the Restated Certificate with
the Secretary of State of the State of Delaware.
Purpose and Effect of Proposed Technical Amendments
The Board of Directors does not consider the Technical Amendments Proposal
to be material changes to the Existing Certificate. The last sentence of
Section 4(b)(B)(5) in the Existing Certificate refers to "vacancies" resulting
from an increase in the authorized number of directors. As a technical matter,
the use of the word "vacancy" in that context is improper. The proposed
amendment to Section 4(b)(B)(5) would replace the term "vacancy" with the more
appropriate term, "newly created directorship," and make corresponding changes
to the sentence to clarify the intent of the limitation on the power of the
Board of Directors to fill newly-created directorships.
Although the Existing Certificate contains no express reservation of the
right of the Company to amend, alter, change or repeal any provision, such
right is explicit in section 242 of the General Corporation Law of the State of
Delaware. The proposed amendment to add a new Section 8 is intended to update
the Existing Certificate with a provision commonly employed by Delaware
corporations and does not purport to alter the rights of the stockholders under
the Existing Certificate.
9
Vote Required
The affirmative vote of a majority of the Voting Power of the Company (with
the holders of Class A Common Stock having one-tenth of a vote for each share
of Class A Common Stock and the holders of Class B Common Stock having one vote
for each share Class B Common Stock) is required to approve the Technical
Amendments Proposal.
--------------------------------------------------------------------------------
The Board of Directors recommends that you vote FOR the Technical Amendments
Proposal.
--------------------------------------------------------------------------------
V. OTHER MATTERS
At the date of this Proxy Statement, the Board of Directors does not know of
any business to be presented for consideration at the meeting other than that
described above. If any other business should properly come before the meeting,
including, without limitation, if submitted to a vote of the stockholders, a
motion to adjourn the special meeting to another time or place for the purpose
of soliciting additional proxies, the shares represented by Proxies will be
voted in accordance with the judgment of the persons named in such Proxies.
Stockholders of record on December 24, 2001 may obtain copies without charge of
the Company's annual report on Form 10-K (excluding exhibits) filed with the
SEC by contacting:
Bio-Rad Laboratories, Inc.
Attn: Corporate Secretary
1000 Alfred Nobel Drive
Hercules, CA 94547
http://www.bio-rad.com
STOCKHOLDER PROPOSALS
If you want the Company to consider including a proposal in the proxy
statement for next year's annual meeting, you must deliver it in writing to
Bio-Rad Laboratories, Inc. at 1000 Alfred Nobel Drive, Hercules, California
94547, Attention: Secretary, no later than December 31, 2001.
If you want to present a proposal at next year's annual meeting but do not
wish to have it included in the Company's proxy statement, you must submit it
in writing to the Company at the above address by March 11, 2002.
By order of the Board of Directors
BIO-RAD LABORATORIES, INC.
SANFORD S. WADLER, Secretary
Hercules, California
January 2, 2002
10
APPENDIX A
RESTATED
CERTIFICATE OF INCORPORATION
OF
BIO-RAD LABORATORIES, INC.
(a Delaware Corporation)
The original Certificate of Incorporation of the corporation was filed with
the Secretary of State of Delaware on March 10, 1975 and a restated Certificate
of Incorporation was filed on April 25, 1989. The following Restated
Certificate of Incorporation (the "Restated Certificate") has been duly adopted
by the Board of Directors and the Stockholders pursuant to Sections 242 and 245
of the Delaware General Corporation Law.
1. The name of the corporation is BIO-RAD LABORATORIES, INC.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted is:
Specifically, to engage in the research, development, manufacture and
marketing of chemicals, chemical compounds and products and related instruments
and apparatus.
Generally to conduct and carry on the business of manufacturing, selling and
distributing chemicals, chemical preparations, compounds, and materials of
every kind and description and all instruments, apparatus, articles and
products related thereto; and to purchase, manufacture, produce, refine, mine
or otherwise acquire, invest in, own, hold, use, mortgage, pledge, sell,
assign, transfer, or otherwise dispose of, trade and deal in and with, any and
all kinds of chemicals and source materials, ingredients, mixtures,
derivatives, and compounds thereof, and any and all kinds of products of which
any of the foregoing constitutes an ingredient or in the production of which
any of the foregoing is used, including, without limitation, industrial
chemicals of all kinds.
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
1
4. (a) The total number of shares of all classes of stock which the
corporation shall be authorized to issue is 77,500,000 shares, divided into
three classes of shares of stock as follows: 50,000,000 shares of Class A
Common Stock, par value $0.0001 per share ("Class A Common"), 20,000,000 shares
of Class B Common Stock, par value $0.0001 per share ("Class B Common"), and
7,500,000 shares of Preferred Stock, par value $0.0001 per share ("Preferred
Stock")./1/
(b) Except as set forth in this Article 4.(b), the Class A Common shares
and Class B Common shares shall be identical in all respects and shall have
equal rights and privileges.
A. Dividends.
(1) Subject to paragraph (2) of this paragraph A, whenever a
dividend is paid to holders of Class B Common shares, the corporation shall
also pay to holders of Class A Common shares a dividend at least equal in
amount per share. The corporation may pay dividends to holders of Class A
Common shares in excess of dividends paid, or without paying dividends, to
holders of Class B Common shares.
(2) If at any time a dividend is to be paid in Class B Common
shares or Class A Common shares (a "Stock Dividend"), such Stock Dividend may
be declared and paid only as follows:
(i) So long as no Class A Common shares have been issued or are
outstanding, Class A Common shares may be paid to holders of Class B Common
shares; or
(ii) Class A Common shares may be paid to holders of Class A
Common shares and Class B Common shares may be paid to holders of Class B
Common shares.
Whenever a Stock Dividend is paid, the same number of shares shall be paid in
respect of each outstanding Class A or Class B Common share. The corporation
shall not combine or subdivide shares of either of such classes without at the
same time making a proportionate combination or subdivision of shares of the
other of such classes.
B. Voting. The holders of Class B Common shares shall have exclusive
voting power except as may be provided to holders of the Preferred shares
pursuant to Article 4.(c) of this Restated Certificate and except as follows:
(1) With respect to the election of directors, the holders of
Class A Common shares voting as a separate class shall be entitled to elect
that number of directors which constitutes twenty-five percent of the
authorized number of members of the Board of Directors and, if such twenty-five
percent is not a whole number, then the holders of Class A Common shares shall
be entitled to elect the nearest higher whole number of directors that is at
least twenty-five percent of such membership. Holders of Class B Common shares
voting as a separate class, subject to voting rights that may be granted to
holders of Preferred shares pursuant to Article 4.(c) of this Restated
Certificate shall be entitled to elect the remaining directors.
--------
/1/ If the Authorized Shares Proposal is not approved, then the number of
shares of all classes of stock which the Company shall be authorized to issue
shall remain unchanged from the Existing Certificate. If the Par Value Proposal
is not approved, then the par value of all classes of stock which the Company
is authorized to issue will remain unchanged from the Existing Certificate. If
neither the Authorized Shares Proposal nor the Par Value Proposal are approved,
then Section 4(a) will remain unchanged from the Existing Certificate, which
currently provides:
This corporation is authorized to issue three classes of shares of stock to
be designated "Class A Common", "Class B Common" and "Preferred." The total
number of shares that this corporation is authorized to issue is 23,300,000
and the aggregate par value of all such share is $23,300,000. Fifteen
million of the shares shall be Class A Common shares of a par value of $1.00
each. Six million of the shares shall be Class B Common shares of a par
value of $1.00 per share. Two million, three hundred thousand of the shares
shall be Preferred shares of a par value of $1.00 per share.
2
Unless, and to the extent that, the by-laws of the corporation shall so
require, the election of directors of the corporation need not be by written
ballot./2/
(2) The holders of Class A Common shares shall be entitled to
vote as a separate class on the removal, with or without cause, of any director
elected by the holders of Class A Common shares and the holders of Class B
Common shares (subject to voting rights of Preferred shares granted pursuant to
Article 4.(c) of this Restated Certificate) shall be entitled to vote as a
separate class on the removal, with or without cause, of any director elected
by the holders of Class B Common shares; provided that any director may be
removed for cause by vote of the holders of the Class A and Class B Common
shares voting as a single class, in which event the holders of Class A Common
shares shall have one-tenth vote per share and the holders of Class B Common
shares shall have one vote per share.
(3) The holders of the Class A Common shares and the holders of
the Class B Common shares shall be entitled to vote as separate classes on such
other matters as may be required by law or this Restated Certificate to be
submitted to such holders voting as separate classes.
(4) The holders of Class A and Class B Common shares shall in all
matters not specified in paragraph (1), (2) or (3) of this paragraph B vote
together as a single class (subject to voting rights that may be granted to any
holders of Preferred shares pursuant to Article 4.(c) of this Restated
Certificate); provided that the holders of Class A Common shares shall have
one-tenth of a vote for each share and the holders of Class B Common shares
shall have one vote for each share.
(5) Any vacancy in the office of a director elected by the
holders of the Class A Common shares may be filled by a vote of such holders
voting as a separate class and any vacancy in the office of a director elected
by the holders of the Class B Common shares may be filled by a vote of such
holders voting as a separate class (subject to voting rights of the Preferred
shares granted pursuant to Article 4.(c) of this Restated Certificate) and, in
the absence of a stockholder vote, in the case of a vacancy in the office of a
director elected by either class, such vacancy may be filled by the remaining
directors as provided in the by-laws. Any director elected by the Board of
Directors to fill a vacancy shall serve until the next annual meeting of the
stockholders and until his or her successor has been chosen and has qualified.
If permitted by the by-laws, the Board of Directors may increase the number of
directors, and any newly created directorships so created may be filled by the
Board of Directors; provided that, so long as the holders of Class A Common
shares have the rights provided in paragraphs B.(1) and B.(5) of this Article
4.(b) in respect of the next previous annual meeting of stockholders, the Board
of Directors may be so enlarged by the Board of Directors only to the extent
that at least twenty-five percent of the enlarged Board consists of directors
elected (a) by the holders of the Class A Common shares, (b) by persons
appointed to fill vacancies created by the death, resignation or removal of
persons elected by the holders of the Class A Common shares, (c) by directors
elected by the holders of the Class A Common shares, or (d) by persons elected
to fill newly created directorships in the manner provided by clauses (a), (b)
or (c) above./3/
(6) The Class A Common shares will not have the rights to elect
directors set forth in paragraphs B.(1) and B.(5) of this Article 4.(b) if, on
the record date for any stockholder meeting at which
--------
/2/ This sentence will be included in the Restated Certificate only if the
Written Ballot Proposal is approved.
/3/ If the Technical Amendments Proposal is not approved, then the last
sentence of this Section 4(b)(B)(5) will remain unchanged from the Existing
Certificate, which currently provides:
If permitted by the by-laws, the Board of Directors may increase the number
of directors and any vacancies so created may be filled by the Board of
Directors; provided that, so long as the holders of Class A Common shares
have the rights provided in paragraphs B.(1) and B.(5) of this Article 4.(b)
in respect of the next previous annual meeting of stockholders, the Board of
Directors may be so enlarged by the Board of Directors only to the extent
that at least twenty-five percent of the enlarged Board consists of
directors elected by the holders of the Class A Common shares or by persons
appointed to fill vacancies created by the death, resignation or removal of
persons elected by the holders of the Class A Common shares.
3
directors are to be elected, the number of issued and outstanding Class A
Common shares is less than ten percent B Common shares voting together as a
single class (subject to voting rights that may be granted to any holders of
Preferred shares pursuant to Article 4.(c) of this Restated Certificate);
provided that, with respect to said election, the holders of Class A Common
shares shall have one-tenth of a vote for each share and the holders of Class B
Common shares shall have one vote for each share.
(7) Notwithstanding anything in this paragraph B to the contrary,
the holders of Class A Common shares shall have exclusive voting power an all
matters, except as may be provided to holders of the Preferred shares pursuant
to Article 4.(c) of this Restated Certificate, at any time when no Class B
Common shares are issued and outstanding.
C. Conversion. Each holder of record of Class B Common shares may
at any time or from time to time, in such holder's sole discretion and at such
holder's option, convert any whole number or all of such holder's Class B
Common shares into fully paid and non-assessable Class A Common shares at the
rate (subject to adjustment as hereinafter provided) of one Class A Common
share for each Class B Common share surrendered for conversion. Any such
conversion may be effected by any holder of Class B Common shares surrendering
such holder's certificate or certificates for the Class B Common shares to be
converted, duly endorsed, at the office of the corporation or any transfer
agent for the Class B Common shares, together with a written notice to the
corporation at such office that such holder elects to convert all or a
specified number of Class B Common shares and stating the name or names in
which such holder desires the certificate or certificates for such Class A
Common shares to be issued. Promptly thereafter, the corporation shall issue
and deliver to such holder or such holder's nominee or nominees, a certificate
or certificates for the number of Class A Common shares to which such holder
shall be entitled as aforesaid. Such conversion shall be deemed to have been
made at the close of business on the date of such surrender and the person or
persons entitled to receive the Class A Common shares issuable on such
conversion shall be treated for all purposes as the record holder or holders of
such Class A Common shares on that date.
The number of Class A Common shares into which the Class B Common shares may
be converted shall be subject to adjustment from time to time in the event of
any capital reorganization reclassification of the stock of the corporation,
consolidation or merger of the corporation with or into another corporation or
sale or conveyance of all or substantially all of the assets of the corporation
to another corporation or other entity or person. Each Class B Common share
shall thereafter be convertible into such kind and amount of securities or
other assets, or both, as are issuable or distributable in respect of the
number of Class A Common shares into which each Class B Common share is
convertible immediately prior to such reorganization, reclassification,
consolidation, merger, sale or conveyance. In any such case, appropriate
adjustments shall be made by the Board of Directors of the corporation in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of the holders of Class B Common shares, to the end that
the provisions set forth herein (including provisions for adjustment of the
conversion rate) shall thereafter be applicable, as nearly as reasonably may
be, in relation to any securities or other assets thereafter deliverable on
conversion of the Class B Common shares.
No fraction of a Class A Common share shall be issued on conversion of any
Class B Common share but, in lieu thereof, the corporation shall pay in cash
therefor the pro rata fair market value of any such fraction. Such fair market
value shall be based, in the case of publicly traded securities, on the last
sale price for such securities on the business day next prior to the date such
fair market value is to be determined (or, in the event no sale is made on that
day, the average of the closing bid and asked prices for that day on the
principal stock exchange on which Class A Common shares are traded or, if the
Class A Common shares are not then listed on any national securities exchange,
the average of the closing bid and asked prices for that day quoted by the
NASDAQ System) or, in the case of other property, the fair market value on such
day determined by a qualified independent appraiser expert in evaluating such
property and appointed by the Board of Directors of the corporation. Any such
determination of fair market value shall be final and binding on the
corporation and on each holder of Class B Common shares or Class A Common
shares.
4
The corporation shall at all times reserve and keep available out of the
authorized and unissued Class A Common shares, solely for the purpose of
effecting the conversion of the outstanding Class B Common shares, such number
of Class A Common shares as shall from time to time be sufficient to effect the
conversion of all outstanding Class B Common shares and if, at any time, the
number of authorized and unissued Class A Common shares shall not be sufficient
to effect conversion of the then outstanding Class B Common shares, the
corporation shall take such corporate action as may be necessary to increase
the number of authorized and unissued Class A Common shares to such number as
shall be sufficient for such purposes.
(c) The Preferred shares may be issued from time to time in one or
more series. The Board of Directors is hereby authorized to fix or alter the
designations, preferences, and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions, of such
Preferred shares, including without limitation of the generality of the
foregoing, dividend rights, dividend rates, conversion rights, voting rights,
rights and terms of redemption (including sinking fund provisions), the
redemption price or prices and liquidation preferences of any wholly unissued
series of Preferred shares, and the number of shares constituting any such
series and the designation thereof, or any of them; and to increase or decrease
the number of shares of that series, but not below the number of shares of such
series then outstanding. In case the number of shares of any series shall be so
decreased, the shares constituting such decrease shall resume the status which
they had prior to the adoption of the resolution originally fixing the number
of shares of such series.
5. The corporation is to have perpetual existence.
6. In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, alter or repeal the
by-laws of the corporation.
7. A director of the corporation shall not be personally liable to the
corporation or any stockholder for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware General Corporation Law is amended
after approval by the stockholders of this Article 7 to authorize corporate
action further eliminating or limiting the personal liability of directors,
then the liability of a director of the corporation shall be eliminated or
limited to the fullest extent permitted by the Delaware General Corporation
Law, as so amended. Any repeal or modification of any provision of this Article
7 by the stockholders of the corporation shall not adversely affect any right
or protection of a director of the corporation existing at the time of such
repeal or modification.
8. The corporation reserves the right at any time, and from time to time, to
amend, alter, change or repeal any provision contained in this Restated
Certificate of Incorporation, and other provisions authorized by the laws of
the State of Delaware at the time in force may be added or inserted, in the
manner now or hereafter prescribed by law; and all rights, preferences and
privileges of whatsoever nature conferred upon stockholders, directors or any
other persons whomsoever by and pursuant to this Restated Certificate of
Incorporation in its present form or as hereafter amended are granted subject
to the rights reserved in this article./4/
5
IN WITNESS WHEREOF, the undersigned have executed this certificate as of
, 2002.
-------------------------------
David Schwartz, President
-------------------------------
Sanford S. Wadler, Secretary
--------
/4 /This section will be included in the Restated Certificate only if the
Technical Amendments Proposal is approved.
The undersigned, the President and Secretary of Bio-Rad Laboratories, Inc.,
a Delaware corporation, declare under penalty of perjury that the matters set
out in the foregoing Restated Certificate of Incorporation are true of their
own knowledge.
-------------------------------
David Schwartz, President
-------------------------------
Sanford S. Wadler, Secretary
6
PROXY
CLASS A STOCK
BIO-RAD LABORATORIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS
FEBRUARY 4, 2002
The undersigned does hereby appoint David Schwartz and Sanford S. Wadler
and each of them, attorneys-in-fact and agents with full powers of substitution,
for and in the name, place and stead of the undersigned, to vote as proxies or
proxy all the shares of Class A Common Stock of Bio-Rad Laboratories, Inc.
("Bio-Rad"), to be held at the Company's corporate offices, 1000 Alfred Nobel
Drive, Hercules, California, on Monday, February 4, 2002 at 4:00 p.m., Pacific
Time, and at any and all adjournments or postponements thereof including, if
submitted to a vote of the stockholders, a motion to adjourn the special meeting
to another time or place for the purpose of soliciting additional proxies:
PLEASE VOTE, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
(Continued and to be signed on the reverse side.)
This proxy will be voted as specified below. If no voting instructions are
indicated with respect to one or more of the proposals, the proxy will be voted
in favor of the proposal(s). This proxy confers authority for each of the
persons indicated on the reverse to vote in his discretion on other matters
which may properly come before the meeting. The Board of Directors recommends a
Vote FOR Items 1, 2, 3 and 4.
1. AUTHORIZED SHARES PROPOSAL To approve an amendment to the certificate
of incorporation of the Company to increase the authorized number of
shares of capital stock from 23,300,000 to 77,500,000 shares, by
increasing the number of authorized shares of our Class A Common Stock
from 15,000,000 shares to 50,000,000 shares, increasing the number of
authorized shares of our Class B Common Stock from 6,000,000 shares to
20,000,000 shares and increasing the number of authorized shares of
Preferred Stock from 2,300,000 to 7,500,000 shares.
For Against Abstain
[_] [_] [_]
2. PAR VALUE PROPOSAL To approve an amendment to the certificate of
incorporation of the Company to reduce the par value of each of the
Class A Common Stock, Class B Common Stock and Preferred Stock from
$1.00 per share to $.0001 per share.
For Against Abstain
[_] [_] [_]
3. WRITTEN BALLOT PROPOSAL To approve an amendment to the certificate of
incorporation of the Company to eliminate the current requirement that
all elections of directors be conducted by written ballot.
For Against Abstain
[_] [_] [_]
4. TECHNICAL AMENDMENTS PROPOSAL To approve an amendment to the
certificate of incorporation of the Company to make certain technical
amendments.
For Against Abstain
[_] [_] [_]
Dated:
-----------------------------------------------
Signature:
-------------------------------------------
Signature,
If held jointly:
---------------------------------------------
Receipt of the Notice of Special Meeting of Stockholders and proxy statement is
hereby confirmed.
Please sign exactly as your name appears hereon or on the stock certificate.
Executors, administrators or trustees should indicate their capacities. If stock
is held in joint names, both registered holders should sign. No witness or
notarization is necessary.
--------------------------------------------------------------------------------
/\ FOLD AND DETACH HERE /\
YOUR VOTE IS IMPORTANT!
PLEASE VOTE, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
2
PROXY
CLASS B STOCK
BIO-RAD LABORATORIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS
FEBRUARY 4, 2002
The undersigned does hereby appoint David Schwartz and Sanford S. Wadler
and each of them, attorneys-in-fact and agents with full powers of substitution,
for and in the name, place and stead of the undersigned, to vote as proxies or
proxy all the shares of Class B Common Stock of Bio-Rad Laboratories, Inc.
("Bio-Rad"), to be held at the Company's corporate offices, 1000 Alfred Nobel
Drive, Hercules, California, on Monday, February 4, 2002 at 4:00 P.m., Pacific
Time, and at any and all adjournments or postponements thereof including, if
submitted to a vote of the stockholders, a motion to adjourn the special
meeting to another time or place for the purpose of soliciting additional
proxies:
PLEASE VOTE, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.)
This proxy will be voted as specified below. If no voting instructions are
indicated with respect to one or more of the proposals, the proxy will be voted
in favor of the proposal(s). This proxy confers authority for each of the
persons indicated on the reverse to vote in his discretion on other matters
which may properly come before the meeting. The Board of Directors recommends a
Vote FOR Items 1, 2, 3 and 4.
1. AUTHORIZED SHARES PROPOSAL To approve an amendment to the certificate
of incorporation of the Company to increase the authorized number of
shares of capital stock from 23,300,000 to 77,500,000 shares, by
increasing the number of authorized shares of our Class A Common Stock
from 15,000,000 shares to 50,000,000 shares, increasing the number of
authorized shares of our Class B Common Stock from 6,000,000 shares to
20,000,000 shares and increasing the number of authorized shares of
Preferred Stock from 2,300,000 to 7,500,000 shares.
For Against Abstain
[_] [_] [_]
2. PAR VALUE PROPOSAL To approve an amendment to the certificate of
incorporation of the Company to reduce the par value of each of the
Class A Common Stock, Class B Common Stock and Preferred Stock from
$1.00 per share to $.0001 per share.
For Against Abstain
[_] [_] [_]
3. WRITTEN BALLOT PROPOSAL To approve an amendment to the certificate of
incorporation of the Company to eliminate the current requirement that
all elections of directors be conducted by written ballot.
For Against Abstain
[_] [_] [_]
4. TECHNICAL AMENDMENTS PROPOSAL To approve an amendment to the
certificate of incorporation of the Company to make certain technical
amendments.
For Against Abstain
[_] [_] [_]
Dated:
----------------------------------------------------
Signature:
------------------------------------------------
Signature,
If held jointly:
------------------------------------------------
Receipt of the Notice of Special Meeting of Stockholders and proxy statement is
hereby confirmed.
Please sign exactly as your name appears hereon or on the stock certificate.
Executors, administrators or trustees should indicate their capacities. If stock
is held in joint names, both registered holders should sign. No witness or
notarization is necessary.
--------------------------------------------------------------------------------
/\ FOLD AND DETACH HERE /\
YOUR VOTE IS IMPORTANT!
PLEASE VOTE, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
1