SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION (Rule 14a-101)
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
[X] Definitive Proxy Statement Commission Only (as Permitted by Rule
[ ] Definitive Additional Materials 14a-6(e) (2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
BOVIE MEDICAL CORPORATION
(Name of the Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other then 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:
Bovie Medical Corporation
734 Walt Whitman Road Suite 207
Melville, NY 11747
July 11, 2004
Dear Stockholder:
On behalf of your Board of Directors and Management, you are cordially invited
to attend the Annual Meeting of Common Stockholders to be held on August 18 ,
2004 at 4:30P.M., at the Holiday Inn located at 215 Sunnyside Blvd., (Exit46
Long Island Expressway or Exit 38 Northern State Parkway) Plainview, Long
Island, NY 11803, Telephone No. (516)349-1240.
The enclosed Notice and Proxy Statement contain details concerning the business
to come before the meeting. You will note that the Board of Directors of the
Company recommends a vote "FOR" the election of the nominated Directors to serve
until the next Annual Meeting of Stockholders, "FOR" Ratification of the
selection of Bloom & Company, as the Company's independent accountants.
Whether or not you attend the Annual Meeting, please vote as soon as possible by
returning the enclosed proxy. Your vote is important, and voting by written
proxy will ensure your representation at the Annual Meeting. You may revoke your
proxy in accordance with the procedures described in the Proxy Statement at any
time prior to the time it is voted.
Thank you for your support of Bovie.
Sincerely,
Bovie Medical Corporation
/s/ Andrew Makrides
PRESIDENT AND CHIEF EXECUTIVE OFFICER
This proxy statement and the accompanying proxy are being mailed to Bovie
Medical Corporation common stockholders beginning about July 11, 2004.
Bovie Medical Corporation
734 Walt Whitman Road Suite 207
Melville, NY 11747
July 11, 2004
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Dear Stockholder: Bovie Annual Meeting of Stockholders' will be held on August
18, 2004 at 4:30P.M at the Holiday Inn located at 215 Sunnyside Blvd., (Exit46
Long Island Expressway or Exit 38 Northern State Parkway) Plainview, Long
Island, NY 11803 Telephone No. (516)349-1240.
At the meeting, stockholders will be asked to:
1. Elect Bovie's entire Board of Directors, and
2. Ratify the selection of Bovie's independent auditors for 2004,
3. Such other business properly brought before the meeting.
The close of business on June 28, 2004 is the record date for determining
stockholders entitled to vote at the Annual Meeting. Consequently, only
stockholders whose names appear on our books as owning our Common Stock at the
close of business on June 28, 2004 will be entitled to notice of and to vote at
the Annual Meeting and adjournment or postponement thereof.
PLEASE SIGN, DATE AND PROMPTLY RETURN THE PROXY IN THE ENCLOSED ENVELOPE, SO
THAT YOUR SHARES WILL BE REPRESENTED WHETHER OR NOT YOU ATTEND THE ANNUAL
MEETING.
In order to facilitate planning for the Annual Meeting, please indicate on the
enclosed proxy whether or not you plan to attend the meeting.
By order of the board of directors
/s/ Andrew Makrides
CHIEF EXECUTIVE OFFICER
July 11, 2004
CONTENTS
ABOUT THE ANNUAL MEETING 1
ANNUAL REPORT 2
STOCK OWNERSHIP 3
MANAGEMENT 3
MEETINGS OF THE BOARD OF DIRECTORS 4
DIRECTORS' COMPENSATION 4
Executive Compensation 4
SECURITY OWNERSHIP OF BENEFICIAL OWNERS 6
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 7
PRINCIPAL ACCOUNTANT FEES 7
AND SERVICES
AUDIT COMMITTEE 8
PROPOSAL ONE: ELECTION OF DIRECTORS 10
PROPOSAL TWO: RATIFACTION
OF SELECTION OF AUDITORS 11
APPENDIX I - AUDIT i
COMMITTEE CHARTER
ABOUT THE ANNUAL MEETING
WHO IS SOLICITATING YOUR VOTE?
The Board of Directors of Bovie Medical Corporation ("Bovie") is soliciting your
vote at the Annual Meeting of Bovie's common stockholders being held on August
18, 2004.
WHAT WILL YOU BE VOTING ON?
1. Election of Bovie's Board of Directors (see page 10). 2. Ratification of
BLOOM & COMPANY, as Bovie's auditors for 2004 (see page 11).
HOW MANY VOTES DO YOU HAVE?
You will have one vote for every share of the Company's common stock you owned
of record on June 28, 2004 (the record date).
HOW MANY VOTES CAN BE CAST BY ALL COMMON STOCKHOLDERS?
One vote for each of the Company's outstanding shares of common stock which were
outstanding on the record date. The common stock will vote as a single class on
all matters scheduled to be voted on at the Annual Meeting. There is no
cumulative voting.
HOW MANY VOTES MUST BE PRESENT TO HOLD THE MEETING?
A majority of the votes that can be cast, or a minimum of 6,966,701 votes must
be present in person or by proxy in order to hold the meeting.
HOW DO YOU VOTE?
o You can vote either in person at the Annual Meeting or by proxy without
attending the Annual Meeting. We urge you to vote by proxy even if you plan
to attend the Annual Meeting; so that we will know as soon as possible that
enough votes will be present for us to hold the meeting.
o To vote by proxy, you must fill out the enclosed proxy, date and sign it,
and return it in the enclosed postage-paid envelope.
o If you want to vote in person at the Annual Meeting, and you hold your
Bovie stock through a securities broker (that is, in street name), you must
obtain a proxy from your broker and bring that proxy to the meeting.
CAN YOU CHANGE YOUR VOTE?
Yes. Just send in a new proxy with a later date, or send a written notice of
revocation to Bovie's Secretary at the address on the cover of this proxy
statement. If you attend the Annual Meeting and want to vote in person, you can
request that your previously submitted proxy not be used.
WHAT IF YOU DO NOT VOTE FOR SOME OF THE MATTERS LISTED ON YOUR PROXY?
If you return a signed proxy without indicating your vote, your shares will be
voted "FOR" each of the director nominees listed on the proxy, "FOR" Bloom &
Company as auditor.
WHAT IF YOU VOTE "ABSTAIN"?
A vote to "abstain" on any matter your shares will not be voted for such matter
and will have the effect of a vote against the proposal.
CAN YOUR SHARES BE VOTED IF YOU DO NOT RETURN YOUR PROXY AND DO NOT ATTEND THE
ANNUAL MEETING?
o That depends upon whether the shares are registered in your name or your
broker's name ("street name"). If you do not vote your shares held in
street name, your broker can vote your shares on any of the matters
scheduled to come before the meeting.
o If you do not vote your shares held in your broker's name, or "street
name", and your broker does not vote them, the votes will be broker non
votes, which will have no effect on the vote for any matter scheduled to be
considered at the Annual Meeting.
o If you do not attend and vote your shares which are registered in your name
or otherwise vote by proxy, your shares will not --- be voted.
COULD OTHER MATTERS BE DECIDED AT THE ANNUAL MEETING?
We do not know of any other matters that will be considered at the Annual
Meeting. If a stockholder proposal that was excluded from this proxy statement
is otherwise properly brought before the meeting, we will vote the proxies
against that proposal. If any other matters arise at the Annual Meeting, the
proxies will be voted at the discretion of the proxy holders.
WHAT HAPPENS IF THE MEETING IS POSTPONED OR ADJOURNED?
Your proxy will still be valid and may be voted at the postponed or adjourned
meeting. You will still be able to change or revoke your proxy until it is
actually voted.
ANNUAL REPORT
The Company has included herewith a copy of its Annual Report for the fiscal
year ended December 31, 2003 ("2003 Annual Report"). Additional copies of the
2003 Annual Report may be obtained by Shareholders without charge by writing to
Andrew Makrides, President, at the Company's New York offices at 734 Walt
Whitman Road Melville, NY 11747. Any written request shall set forth a good
faith representation that the person making the request is a beneficial owner of
the securities of Bovie and entitled to vote as of June 28, 2004, the record
date.
Confidentiality
It is the Company's policy that all proxies, ballots and voting materials that
identify the particular vote of a stockholder are kept confidential, except in
the following circumstances:
o to allow the election inspector appointed for our Annual Meeting to
certify the results of the vote;
o as necessary to meet applicable legal requirements, including the
pursuit or defense of a judicial action;
o where we conclude in good faith that a bona fide dispute exists as to
the authenticity of one or more proxies, ballots, or votes, or as to
the accuracy of the tabulation of such proxies, ballots, or votes;
o where a stockholder expressly requests disclosure or has made a
written comment on a proxy;
o where contacting stockholders by us is necessary to obtain a quorum,
the names of stockholders who have or have not voted (but not how they
voted) may be disclosed to us by the election inspector appointed for
the Annual Meeting;
o aggregate vote totals may be disclosed to us from time to time and
publicly announced at the meeting of stockholders at which they are
relevant; and in the event of any solicitation of proxies with respect
to any of our securities by a person other than us of which
solicitation we have actual notice.
STOCK OWNERSHIP
We encourage stock ownership by our directors, officers and employees to align
their interests with the interests of stockholders. Management further believes
this policy has played a significant role in the progress of our company and
will, ultimately, lead to beneficial future returns for its stockholders.
Management also offers incentives and fosters stock ownership by all of its
employees through various measures, such as stock option grants, restricted
stock awards, and participation in developing programs.
BOARD OF DIRECTORS
Director Selection
Bovie does not have any standing nominating committee or compensation committee.
All candidates for the office of director are determined by the Board of
Directors. Given Bovie's present size and organization and the increasing
participation of the members of the Board in matters relating to expansion of
markets for Bovie's business, development of new technologies and allocation of
resources, attention has not previously been given to the formation of
nominating or compensation committees. Each member of the Board of Directors
participates in the consideration of director nominees. The Board of Directors
consists of five members, two of which qualify as independent directors; as such
terms are defined under the rules of the American Stock Exchange.
The Board of Directors has not adopted any policy, code or charter for its
nominating process, but in keeping with the current legislative environment
intends to establish, where practicable and necessary, such nominating committee
and charter and compensation committee in the future. Presently, the Board
considers them, especially skills and qualities of a potential director nominee
with experience and expertise in the areas of finance, management and business
as desirable qualities in a potential director nominee. The Board will consider
nominees provided by a qualified security holder or holders representing at
least 5% of Bovie's outstanding common stock, and that such shares were owned by
the security holder making the nomination for at least one year prior to the
nomination. See Other Business elsewhere in this proxy statement.
Management
The following table sets forth certain information as of the record date,
regarding each of the executive officers and directors of the Company. The
Company's Executive Officers and directors are as follows:
Name Position Director Since
----- --------- --------------
Andrew Makrides Chairman or the Board, December, 1982
President, CEO& Director
J. Robert Saron Director and President of August, 1994
Aaron Medical Industries, Inc.
George W. Kromer, Jr. Director October, 1995
Alfred V. Greco Director April, 1998
Brian H. Madden Director September, 2003
Moshe Citronowicz Executive Vice-President
Chief Operating Officer -------
Charles Peabody Chief Financial Officer, -------
Secretary- Treasurer
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors (the "Board") had four Special Meetings of the Board of
Directors in 2003, each of which was attended by all directors, including
telephonic meetings of the Board. In September 2003, an audit committee was
established, consisting of Brian H. Madden and George W. Kromer, both of whom
qualify as independent directors under the rules promulgated by the American
Stock Exchange. The Board of Directors continues to manage Bovie's various stock
option Plans and the participation activity requirements for each member of the
Board are increasing as we are aggressively pursuing and implementing new
marketing and other strategies. Due to the limited number of members and the
increased degrees of activity of the Board of Directors (five) the Nominees, if
elected, intends to consider establishment of Executive, and Compensation
committees in accordance with the new legislation (Sarbanes- Oxley Act) and the
procedures set forth in the Company's by-laws.
DIRECTORS' COMPENSATION
Directors' compensation is determined by the Board. Presently, the Board has not
established a compensation committee nor does it have a standard policy
regarding compensation of members of the Board of Directors. In the past, the
Board has granted directors stock options and restricted common stock, in order
to assure that the directors have an opportunity for and/or have an ownership
interest in common with other stockholders. The Nominees, if elected, may
require the Board or Compensation Committee, if and when established, among
other things, to adopt a standard policy regarding compensation of members of
the Board.
EXECUTIVE COMPENSATION
The following tables set forth the compensation paid to the executive officers
of the registrant for the three years ended December 31, 2003:
Aggregated Option Exercises in Last
Fiscal Year and Fiscal Year End Option Values
Number of Value of
Unexercised Unexercised
Share Options Options at
Acquired At Fiscal Year Fiscal
On Value End (#) Year
Name Exercise (#) Realized Exercisable End
Charles Peabody -- -- 85,000 $ 117,250
Andrew Makrides -- -- 485,000 1,082,700
J. Robert Saron -- -- 505,000 1,145,350
Moshe Citronowicz -- -- 440,000 996,425
Alfred Greco -- -- 335,000 747,200
George Kromer -- -- 390,000 861,675
Other -- -- 1,748,800 3,390,341
---- ---- --------- ---------
-- -- 3,988,800 $ 8,340,941
==== ==== ========= =========
The Price of the stock was $3.07 per share on December 31, 2003. The options
with exercise price less than $3.25 were valued using Black-Scholes option
pricing model at approximately $.05 per share.
In 2003, the Board of Directors adopted a resolution increasing the number of
shares covered by Bovie's 2001 executive and employee stock purchase and option
plan by a total of one million two hundred thousand (1,200,000) shares of common
stock issuable upon exercise of options to be granted under the Plan. In 2003,
the Board of Directors granted a total of 585,000 options to Executive Officers
and Directors:
George Kromer 85,000
Alfred Greco 85,000
Moshe Citronowicz 110,000
Robert Saron 110,000
Andrew Makrides 110,000
Charles Peabody 60,000
Brian Madden 25,000
---------
Total 585,000
=========
Outside Directors are compensated in their capacities as Board members through
option grants. Our Board of Directors presently consists of its Chairman, Andrew
Makrides, J. Robert Saron, George W. Kromer, Jr., Alfred Greco and Brian Madden.
For the past years, pursuant to a written agreement, Mr. Kromer has been
retained by Bovie Medical Corporation as a business and management consultant on
a month-to-month basis at an average monthly fee of $1,200. Mr. Greco is the
owner-manager of Alfred V Greco PLLC, counsel to Bovie, to which Bovie paid
legal fees of $73,646 during 2003. In May, 2004, Alfred V Greco PLLC became a
partner of Sierchio Greco & Greco, LLP.
There have been no changes in the pricing of any options previously or currently
awarded.
On January 3, 2004, we extended employment contracts with certain of our
officers for two years. The following schedule shows all contracts and terms
with officers of Bovie.
Bovie Medical Corporation December 31, 2003
*Contract Expiration Current Auto
Date Date(1) Base Pay Allowance
Andrew Makrides 01/01/98 12/31/2009(1) $167,683 $ 6,310
J. Robert Saron 01/01/98 12/31/2009(1) 230,296 6,310
Moshe Citronowicz 01/01/98 12/31/2009(1) 158,637 6,310
-------------------
(1) Includes extensions of 2 years to each of the contracts for Messrs.
Makrides, Saron and Citronowicz. Salaries increase annually pursuant to a
contract formula. In the event of a change in control, each contract contains an
option to each respective officer to resign and receive 3 years salary.
Security Ownership of Certain Beneficial Owners and Management of Bovie
The following table sets forth certain information as of December 31, 2003, with
respect to the beneficial ownership of the Company's common stock by all persons
known by the Company to be the beneficial owners of more than 5% of its
outstanding shares, by officers and directors who own common stock and/or
options to purchase common stock and by all officers and directors as a group.
Number of Shares Percentage
Nature of of
Name and Address Title Owned (i) Ownership Ownership (i)
Maxxim Medical Inc. Common 3,000,000 Beneficial 17.2%
10300 49th Street, North
Clearwater, FL 33762
Directors and Officers
Andrew Makrides Common 800,800(ii) Beneficial 4.6%
734 Walt Whitman Road
Melville, NY 11746
George Kromer Common 390,000(iii) Beneficial 2.2%
P.O. Box 188
Farmingville, NY 11738
Alfred V. Greco Common 386,500(iv) Beneficial 2.2%
666 Fifth Avenue
New York, NY 10103
J. Robert Saron Common 937,976(v) Beneficial 5.3%
7100 30th Avenue North
St. Petersburg, FL 33710
Moshe Citronowicz Common 614,591(vi) Beneficial 3.5%
7100 30th Avenue North
St. Petersburg, FL 33710
Brian H. Madden Common 50,000(vii) Beneficial 0.01%
300 Garden City Plaza
Garden City, NY 11530
Officers and Directors as a group 3,304,867(viii) 18.9%
(i) Based on 13,464,528 outstanding shares of Common Stock and 3,988,000
outstanding options to acquire a like number of shares of Common Stock as of
December 31, 2003, of which officers and directors owned a total of 2,265,000
options and 989,867 shares at December 31, 2003.
(ii) Includes 485,000 shares reserved and underlying ten year options owned by
Mr. Makrides to purchase shares of Common Stock of the Company. Exercise prices
for his options range from $.50 for 155,000 shares to $3.25 for 25,000 shares.
(iii) Includes shares reserved pursuant to 390,000 ten year options owned by Mr.
Kromer to purchase shares of the Company. Exercise prices for his options range
from $.50 for 100,000 shares to $3.25 for 25,000 shares.
(iv) Includes 335,000 shares reserved pursuant to 10 year options exercisable at
prices varying between $.50 per share for 100,000 shares up to $3.25 per share
for 85,000 shares. Mr. Greco's wife an owner of 51,500 shares, gifted 20,000 of
such shares to her recently married son and his wife, in May 2004.
(v) Includes 505,000 shares reserved pursuant to 10 year options owned by Mr.
Saron, exercisable at prices ranging from $.50 per share for 75,000 shares, and
$3.25 per share for 110,000 shares.
(vi) Includes 440,000 shares reserved pursuant to 10 year options owned by Mr.
Citronowicz exercisable at prices ranging from $.50 for 75,000 shares to $3.25
for 25,000.
(vii) Includes 25,000 shares owned by Mr. Madden's wife in which Mr. Madden
disclaims any interest, and options to purchase 25,000 shares at a price of
$3.25 per share owned by Mr. Madden.
(viii) Includes 2,265,000 shares reserved for outstanding options owned by all
Executive Officers and directors as a group. The last date options can be
exercised is September 29, 2013.
Certain Relationships and Related Transactions
In 2003, the Executive Officers and directors were awarded a total of 400,000
and 185,000 options to purchase the Company's Common Stock at exercise prices of
$.70 and $3.25 per share under the Company's 2003 Executive and Employee Stock
Option Plan. See Remuneration
A director, Alfred V. Greco Esq. is the principal of Alfred V. Greco PLLC, the
Company's counsel. Mr. Greco's firm received $73,646 and $59,303 in legal fees
for the years 2003 and 2002, respectively. See "Security Ownership of Certain
Beneficial Owners and Management."
A director, George Kromer also serves as a consultant to the Company with
consulting compensation of $16,615 and $17,586 for 2003 and 2002, respectively.
Two relatives of the chief operating officer of the Company are employed by the
Company. Yechiel Tsitrinovich, an engineering consultant received compensation
for 2003 and 2002 of $46,978 and $77,150 respectively. The other relative, Arik
Zoran, is an employee of the Company in charge of the engineering department. He
has a two year contract providing for a salary of $90,000 per year plus living
expenses and benefits. For 2003 he was paid 144,434 which includes living
expenses and benefits. The Company is attempting at this time to secure a
permanent work visa for Mr. Zoran.
Principal Accountant Fees And Services
The following table sets forth the aggregate fees billed to us for fiscal years
ended December 31, 2003 and 2002 by Bloom & Co., LLP, our principal accountants
and auditors:
2003 2002
---- ----
Audit Fees (1) $ 110,669 $ 96,308
Non-Audit Fees:
Audit Related Fees(2) -- --
Tax Fees(3) 5,000 5,000
All other Fees(4) -- --
-------- --------
Total Fees paid to Auditor $ 115,669 $ 101,308
======== ========
(1) Audit fees consist of fees billed for professional services rendered for the
audit of Bovie's annual financial statements and review of the interim
consolidated financial statements included in quarterly reports and services
that are normally provided by Bloom & Co., LLP in connection with statutory and
regulatory filings or engagements; such fees constituted 95.7% of total billings
to Bovie during fiscal year ended December 31, 2003.
(2) Audit-Related fees consist of fees billed for assurance and related services
that are reasonably related to the performance of the audit or review of Bovie's
consolidated financial statements and are not reported under "Audit Fees".
(3) Tax fees consist of fees billed for professional services rendered for tax
compliance, tax advice and tax planning (domestic and international). These
services include assistance regarding federal, state and international tax
compliance, acquisitions and international tax planning and constituted 4.3% of
total billings by independent accountant during the fiscal year ended December
31, 2003.
(4) All other fees consist of fees for products and services other than the
services reported above. In the past the board of directors had considered the
role of Bloom & Co., LLP in providing certain tax services to Bovie and had
concluded that such services were compatible with Bloom & Co., LLP's
independence as our auditors. In addition, since the effective date of the SEC
rules stating that an auditor is not independent of an audit client if the
services it provides to the client are not appropriately approved (which was
previously done by the Board of Directors). Now the Audit Committee will
pre-approve all audit and permissible non-audit services provided by the
independent auditors.
The independent auditor performed all services through full time employees of
the independent auditor. Except for audit related and tax related fees for
services, no other fees were paid to Bloom & Co., LLP during fiscal year ended
December 31, 2003.
The Audit Committee has adopted a policy for the pre-approval of services
provided by the independent auditors, pursuant to which it may pre-approve any
service consistent with applicable law, rules and regulations. Under the policy,
the Audit Committee may also delegate authority to pre-approve certain specified
audit or permissible non-audit services to one or more of its members, including
the Chairman. A member to whom pre-approval authority has been delegated must
report its pre-approval decisions, if any, to the Audit Committee at its next
meeting, and any such pre-approvals must specify clearly in writing the services
and fees approved. Unless the Audit Committee determines otherwise, the term for
any service pre-approved by a member to whom pre-approval authority has been
delegated is twelve months.
Audit Committee
The primary purpose of the Audit Committee is to assist the Board of Directors
in its oversight of the Company's accounting and financial reporting processes
and the audits of the financial statements. The Company's management is
responsible for the preparation, presentation and integrity of the Company's
financial statements, and for maintaining appropriate accounting and financial
reporting principles and policies and internal controls and procedures designed
to assure compliance with accounting standards and applicable laws and
regulations. The independent auditor is responsible for auditing the Company's
financial statements and expressing an opinion as to their conformity with
generally accepted accounting principles. The Audit Committee was established in
September 2003 and held one meeting to date. The Audit Committee, as
established:
o reviews and reassesses the formal written charter of the Audit Committee on
an annual basis;
o reviews the integrity of the Company's financial statements, financial
reporting process and systems of internal controls regarding accounting,
finance, and legal compliance;
o reviews the qualifications and performance of the independent auditor and
internal auditing process;
o provides a means of communication among the independent auditor, management
and the Board of Directors;
o prepares the report of the Audit Committee that SEC rules require to be
included in the Company's annual proxy statement;
o reviews and discusses with management and the independent auditor the
annual audited financial statements and quarterly financial statements;
o appoints, compensates, retains and oversees the work of the registered
public accounting firm engaged for the purpose of preparing or issuing an
audit report or performing other audit services for the fiscal year;
o communicates with the independent auditor about the scope and results of
their audit examination and fees related to such work;
o communicates with accounting and financial management to review the
internal audit activities, discuss the accounting practices and procedures,
and review the adequacy of the accounting and control systems;
o reviews the audit schedule and considers any issues raised by its members,
the independent auditor retained to audit the financial statements of the
Company, the legal staff or management;
o reviews the independence of the independent auditor, and the range of
audit, and non-audit, if any, services provided and fees charged by the
independent auditor;
o pre-approves all audit and permissible non-audit services provided by the
independent auditors
o manages the receipt, retention and treatment of complaints regarding
accounting, internal accounting controls or audit matters and the
confidential, anonymous submission of concerns regarding questionable
accounting or auditing matters;
o discusses certification of the financial reports by the Principal Executive
Officer and Chief Financial Officer.
A copy of the Audit Committee Charter is annexed to this proxy statement as
Appendix 1.
OTHER BUSINESS
Stockholder Proposals for Inclusion in Proxy Statement
Pursuant to the Company's policy, stockholders may present proper proposals for
inclusion in the Company's proxy statement and for consideration at the
Company's next annual meeting of stockholders. To be eligible for inclusion in
the Company's 2005 Proxy Statement, a stockholder's proposal must be received by
the Company no later than December 28, 2004 and must otherwise comply with Rule
14a-8 under the Exchange Act.
Stockholder Proposals for Annual Meeting
For business to be properly brought before an annual meeting by a stockholder,
in addition to any other applicable requirements, timely notice of the matter
must be first given to Bovie. To be timely, written notice must be received by
Bovie at its Melville, N.Y. office by the deadline in last year's proxy
statement. If the proposal is submitted for a regularly scheduled annual
meeting, the proposal must be received at Bovie's principal executive offices
not less than 120 calendar days before the date of the Company's proxy statement
released to shareholders in connection with the previous year's annual meeting;
or (b) if the date of this year's annual meeting has been changed by more than
30 days from the date of the previous year's meeting, then the deadline is a
reasonable time before the Company begins to print and mail its proxy materials.
While the Board of Directors will consider stockholder proposals, the Company
reserves the right to omit from the Company's 2005 Proxy Statement stockholder
proposals that it is not required to include under federal regulations.
Stockholder Nominations of Directors
The Board of Directors adopted, as part of the director selection process, a
policy for director selection, which includes consideration of potential
director nominees recommended by stockholders. The Board will identify, evaluate
and select potential director nominees, including nominees recommended by you,
using qualitative standards and certain procedures, as described under the Board
of Directors, Director Selection above, for recommendation to the Board of
Directors for selection. Any stockholder entitled to vote for the election of
directors at a meeting may nominate persons for election as directors only if
timely written notice of such stockholder's intent to make such nomination is
given, either by personal delivery or United States mail, postage prepaid, to
Mr. Andrew Makrides, President, Bovie Medical Corporation, 734 Walt Whitman
Road, Suite 207, Melville, NY 11747. Refer to the section entitled the Board of
Directors, Director Selection beginning on page 4 for more information.
Costs of Solicitation
Bovie is making this solicitation of proxies and is responsible for the payment
of all expenses incurred in connection with the solicitation. Management
estimates that the cost of solicitation of proxies will be approximately $20,000
to be incurred solely by Bovie.
PROPOSAL ONE
ELECTION OF DIRECTORS
The Board of Directors has nominated all of the current directors for
re-election at the Annual Meeting. All directors serve until the next Annual
Meeting of stockholders or until their successors are duly elected and
qualified.
THE NOMINEES
The following section gives information - provided by the nominees - about their
principal occupation, business experience and other matters.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE FOLLOWING NOMINEES.
ANDREW MAKRIDES
J. ROBERT SARON
ALFRED V. GRECO
GEORGE W. KROMER, JR.
BRIAN H. MADDEN
Andrew Makrides, age 62, Chairman of the Board of Directors, President, and
Chief Executive Officer, received a Bachelor of Arts degree in Psychology from
Hofstra University and a Doctor of Jurisprudence JD Degree from Brooklyn Law
School. He is a member of the Bar of the State of New York and practiced law
from 1968 until joining Bovie Medical Corporation as Executive Vice President
and director, in 1982. Mr. Makrides became President of the Company in 1985 and
the CEO in December 1998 and has served as such to date.
J. Robert Saron, age 51, Director, holds a Bachelors degree in Social and
Behavioral Science from the University of South Florida. From 1988 to present
Mr. Saron has served as a president and director of Aaron Medical Industries,
Inc. ("Aaron"), a wholly owned subsidiary of Bovie, among other things, as
Bovie's marketing subsidiary. Mr. Saron served as CEO and chairman of the Board
of the Company from 1994 to December 1998. Mr. Saron is presently the President
of Aaron and a member of the Board of Directors of the Company.
A1fred V. Greco, Esq., age 68, Director, is the principal of Alfred V. Greco,
PLLC, and has been counsel to the Company since its inception. Mr. Greco is a
member of the Bar of the State of New York and has been engaged in the practice
of law for the past 35 years in the City of New York. The main focus of Mr.
Greco's experience for the past 30 years has been in the area of corporate and
securities law during which he has represented a large number of public
companies, executives, securities brokerage firms and registered representative
and has developed a broad range of experience in administrative, regulatory and
legal aspects of companies whose securities are publicly held. Mr. Greco
graduated from Fordham University School of Law with a Doctor of Jurisprudence
(JD) Degree, in July 1960. He was admitted to the New York State Bar in March
1961.
George W. Kromer, Jr., age 63, filled a vacancy on the Board of Directors and
became a director on October 1, 1995. Mr. Kromer has in the past served as a
Senior Financial Correspondent for "Today's Investor" and has been employed as a
consultant by a number of companies, both private and public. Bovie Medical
Corporation has also retained Mr. Kromer as a consultant in addition to his
capacity as a director. He received a Master's Degree in 1976 from Long Island
University in Health Administration. He was engaged as a Senior Hospital Care
Investigator for the City of New York Health & Hospital Corporation from 1966 to
1986. He also holds a Bachelor of Science Degree from Long Island University's
Brooklyn Campus and an Associate in Applied Science Degree from New York City
Community College, Brooklyn, New York.
Brian H. Madden, age 50, joined the Board of Directors in September 2003. He is
an officer and principal owner of Liberty Title Agency LLC, a non-affiliated,
privately owned full service title insurance agency located in Garden City, N.Y.
He also serves on a number of non-affiliated professional, charitable and civic
organizations including, among others, the New York State Land Title
Association, National Federation of Independent Businesses, Long Island
Children's Museum, SUNY Old Westbury Foundation, and Our Lady of Consolation
Nursing Home. Mr. Madden is a member of our recently formed Audit Committee. He
graduated Iona College with a BBA Degree in 1976.
PROPOSAL TWO
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has selected BLOOM & COMPANY, ("BLOOM") as the
independent auditors of Bovie for fiscal year ending December 31, 2004. BLOOM
has served as the independent auditors of the Company since 1983. Arrangements
have been made for a representative of BLOOM to attend the Annual Meeting. The
representative will have an opportunity to make a statement if he or she desires
to do so, and will be available to respond to appropriate stockholder questions.
The selection of BLOOM as the Company's auditors must be ratified by a majority
of the votes cast at the Annual Meeting. BLOOM is a member of the Securities and
Exchange Division of the American Institute of Certified Public Accountants
("AICPA") duly authorized to perform audits of SEC registrants. The firm is
current with its peer review system and has maintained an unqualified quality
control status since the inception of the peer review system established by the
AICPA.
Audit Fees. The aggregate fees billed for professional services rendered for the
audit of our financial statements for the fiscal year ended December 31, 2003
and the review of the Company's financial statements included in our quarterly
filings on Form 10QSB during that fiscal year were $115,669. There were no other
fees paid for other services performed by Bloom &Company or its employees.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" RATIFICATION OF BLOOM & CO., LLP AS THE
COMPANY'S INDEPENDENT AUDITORS FOR 2004.
APPENDIX I
AUDIT COMMITTEE CHARTER
(Printed Name) (As Registered)
(Address)
Date
BOVIE MEDICAL CORPORATION
PROXY
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 18, 2004 THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby acknowledges receipt of Notice of Annual Meeting of
Stockholders and Proxy Statement of Bovie Medical Corporation in connection with
the 2004 Annual Meeting to be held on August 18, 2004, and appoints Andrew
Makrides and George W. Kromer, Jr., or either of them, Proxy with power of
substitution, for and in the name of the undersigned, and hereby authorizes each
or either of them to represent and to vote, all the shares of common stock of
Bovie Medical Corporation, a Delaware corporation ("Company"), that the
undersigned would be entitled to vote at the Company's Annual Meeting of
Stockholders ("Annual Meeting") on August 18, 2004 and at any adjournments
thereof, upon the matters set forth in the Notice of Annual Meeting, hereby
revoking any Proxy heretofore given. The Proxies are further authorized to vote
in their discretion upon such other business as may properly come before the
Annual Meeting. This proxy will be voted as specified. If no direction is made,
this proxy will be voted in favor of all proposals.
THE BOARD RECOMMENDS A VOTE "FOR" EACH NOMINEE AND FOR PROPOSAL 2.
1. Election of Directors (check one box only)
FOR [ ] AGAINST [ ]
EACH NOMINEE LISTED:
Andrew Makrides
J. Robert Saron
Alfred V Greco
George W. Kromer, Jr.
Brian Madden
(Instruction: To withhold authority to vote for any nominee, circle that
nominee's name in the above list)
(Continued and to be signed and dated on reverse side)
(Back of Proxy)
PROXY
(Please sign and date below)
2. To ratify the selection of BLOOM & CO., LLP as independent auditors for the
Company. FOR [ ] AGAINST [ ] ABSTAIN [ ]
I (We) will[ ] will not [ ] attend the meeting in person.
Dated:_________________________, 2004
--------------------------
(Please Print Name)
-------------------------
(Signature of Stockholder) (Title, if applicable)
---------------------------
(Please Print Name)
-------------------------------
(Signature of Stockholder) (Title, if applicable)
NOTE: PLEASE SIGN YOUR NAME OR NAMES EXACTLY AS SET FORTH HEREON. FOR JOINTLY
OWNED SHARES, EACH OWNER SHOULD SIGN. IF SIGNING AS ATTORNEY, EXECUTOR,
COMMITTEE, TRUSTEE OR GUARDIAN, PLEASE INDICATE THE CAPACITY IN WHICH YOU ARE
ACTING. PROXIES EXECUTED BY CORPORATIONS SHOULD BE SIGNED BY A DULY AUTHORIZED
OFFICER. PLEASE DATE AND SIGN THIS PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.