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Biomeridian Corp – ‘DEF 14A’ for 8/10/01

On: Tuesday, 7/10/01, at 12:53pm ET · For: 8/10/01 · Accession #: 96313-1-500149 · File #: 0-18271

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/10/01  Biomeridian Corp                  DEF 14A     8/10/01    1:45K                                    Tanner & Co/FA

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Solicitation Material                13     77K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Record Date
1	1st Page - Filing Submission
3	Record Date

DEF 14A 1st Page of 13 TOC ↑Top Previous Next ↓Bottom Just 1st
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.__)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by
Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12

BIOMERIDIAN CORPORATION
-----------------------
(Name of Registrant as Specified In Its Charter)

-------------------------------
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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:

-------------------------------
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:

-------------------------------

DEF 14A 2nd Page of 13 TOC 1st Previous Next ↓Bottom Just 2nd
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held August 9, 2001

BIOMERIDIAN CORPORATION
12411 South 265 West, Suite F
Draper, Utah 84020

You are cordially invited to attend the Annual Meeting of Shareholders
of BioMeridian Corporation (the "Company"), which will be held on Thursday,
August 9, 2001 at 10:00 a.m., at the Company's offices, 12411 South 265 West,
Suite F, Draper, Utah (the "Annual Meeting"), for the following purposes, which
are more fully described in the Proxy Statement accompanying this Notice:

(i) To elect five directors of the Company, each to serve until the
next annual meeting of shareholders and until their respective
successors have been duly elected and qualified;

(ii) To consider and vote upon a proposal to ratify the appointment of
Tanner + Company as independent auditor of the Company for the
year ending December 31, 2001;

(iii) To consider and vote upon a proposal to terminate the
registration of the Company's common stock under the Securities
Exchange Act of 1934, as amended; and

(iv) To transact such other business as may properly come before the
Annual Meeting or any adjournment or postponement thereof.

Pursuant to the Company's Bylaws, the Board of Directors has fixed the
close of business on June 29, 2001 as the record date for the determination of
shareholders entitled to receive notice of and to vote at the Annual Meeting and
at any adjournment or postponement thereof. All shareholders are cordially
invited to attend the Annual Meeting in person.

By Order of the Board of Directors

------------------------------------
Kami Howard
Secretary

DEF 14A 3rd Page of 13 TOC 1st Previous Next ↓Bottom Just 3rd
PROXY STATEMENT

Annual Meeting of Shareholders

To Be Held August 9, 2001

The location of the Company's principal offices is as follows:

BIOMERIDIAN CORPORATION
12411 South 265 West, Suite F
Draper, Utah 84020

This Proxy Statement is being furnished to the shareholders of
BioMeridian Corporation, a Utah Corporation (the "Company"), pursuant to Section
14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and Regulation 14A thereunder in connection with the solicitation of proxies by
the Board of Directors for use at the Annual Meeting of Shareholders of the
Company to be held Thursday, August, 9 2001 at 10:00 a.m. at the Company's
offices, 12411 South 265 West, Suite F, Draper, Utah 84020 (the "Annual
Meeting"), and at any adjournment or postponement thereof. This Proxy Statement
and the Notice of Annual Meeting of Shareholders are first being mailed to
shareholders of the Company on or about July 9, 2001.

The Company will bear all costs and expenses relating to preparing,
printing and mailing to shareholders this Proxy Statement and accompanying
materials. In addition to solicitation by mail, directors, officers and regular
employees of the Company may solicit proxies from stockholders by telephone,
telegram, personal interview or otherwise. Such directors, officers and
employees will not receive additional compensation but may be reimbursed for
out-of-pocket expenses in connection with such solicitation. Brokers, nominees,
fiduciaries and other custodians have been requested to forward soliciting
material to the beneficial owners of shares of the Company's common stock held
of record by them, and such custodians will be reimbursed for their reasonable
expenses.

VOTING

Record Date

The Board has fixed the close of business on June 29, 2001 as the
record date for determination of shareholders entitled to notice of and to vote
at the Annual Meeting (the "Record Date"). As of the Record Date, there were
issued and outstanding 30,660,331 shares of the Company's common stock, par
value $0.0002 per share (the "Common Stock"). The holders of record of the
shares of Common Stock on the Record Date entitled to be voted at the Annual
Meeting are entitled to cast one vote per share on each matter submitted to a
vote at the Annual Meeting. Accordingly, 30,660,331 votes are entitled to be
cast on each matter submitted to a vote at the Annual Meeting.

Required Vote

A majority of the outstanding shares of Common Stock entitled to vote,
represented in person or by properly executed proxy, is required for a quorum at
the Annual Meeting. Abstentions and broker non-votes, which are indications by a
broker that it does not have discretionary authority to vote on a particular
matter, will be counted as "represented" for the purpose of determining the
presence or absence of a quorum. Under Utah corporate law and the Articles and
Bylaws of the Company (the "Bylaws"), once a quorum is established, shareholder
approval with respect to a particular proposal is generally obtained when the
votes cast in favor of the proposal exceed the votes cast against such proposal.

In the election of directors, the five nominees receiving the highest
number of votes will be elected. For approval of the proposal to ratify the
appointment of the independent auditor, the votes cast in favor of the proposal
must exceed the votes cast against the proposal. For approval of the proposal to
terminate the registration of the Common Stock under the Exchange Act, the votes
cast in favor of the proposal must exceed the votes cast against the proposal.
Accordingly, abstentions and broker non-votes will not have the effect of being

DEF 14A 4th Page of 13 TOC 1st Previous Next ↓Bottom Just 4th
considered as votes cast against the election of any director, the proposal to
ratify the appointment of the independent auditor or the proposal to terminate
the registration of the Common Stock.

Voting and Revocation of Proxies

Shareholders are requested to complete, date, sign and promptly return
the accompanying form of proxy in the enclosed envelope. Shares of Common Stock
represented by properly executed proxies received by the Company and not revoked
will be voted at the Annual Meeting in accordance with the instructions
contained therein. If instructions are not given, proxies will be voted FOR
election of each nominee for director named herein, FOR ratification of the
appointment of the independent auditor, and FOR termination of the Exchange Act
registration of the Common Stock.

Any proxy signed and returned by a shareholder may be revoked at any
time before it is voted by filing with the Secretary of the Company, at the
address of the Company set forth herein, written notice of such revocation or a
duly executed proxy bearing a later date or by attending the Annual Meeting and
voting in person. Attendance at the Annual Meeting will not in and of itself
constitute revocation of a proxy.

ELECTION OF DIRECTORS

Nominees for Election as Directors

At the Annual Meeting, five directors of the Company (constituting the
entire Board) are to be elected to serve until the next annual meeting of
shareholders and until their successors shall be duly elected and qualified.
Four of the current directors of the Company have been nominated for
re-election. The remaining current director, Reginald Hughes, has declined to
stand for re-election. Dr. Brent E. Peterson has been nominated to replace Mr.
Hughes. If any of the nominees should be unavailable to serve, which is not now
anticipated, the remaining nominees will stand for election at the Annual
Meeting. The five nominees receiving the highest number of votes at the Annual
Meeting will be elected.

Set forth below are the name, age, positions or offices held in the
Company and its subsidiary, BioMeridian International, Inc. ("BII"), and a brief
biography of each director and nominee, excluding Mr. Hughes. The Board of
Directors of the Company also serves as the Board of Directors of BII.

Name Age Position Director Since
--------------------------------------------------------------------------------
William A. Fresh 72 Chairman of the Board; 1989
Chief Executive Officer of
the Company
Elmo Gruwell 54 Director 2000
Irving Monclova 69 Director 1998
Brent E. Peterson 53 Nominee ----
Mark Seethaler 44 Director; President and 2001
Chief Executive Officer of BII
--------------------------------------------------------------------------------

William A. Fresh co-founded the Company and has served as Chairman of
the Board and Chief Executive Officer since its incorporation in June of 1989.
He was co-founder, Chairman of the Board and CEO for Fresh Test Technology
Corporation, a designer and manufacturer of probe cards in interface test
technology for the semiconductor industry. In April 1995, Fresh Test was
acquired by Cerprobe Corporation, a publicly-held Arizona Corporation engaged in
the manufacture of probe cards utilized in the final test of integrated circuits
in the semi-conductor industry. Mr. Fresh served as Chairman of the Board and
CEO of Satellite Image System, LLC, a former subsidiary of the Company, from
1992 to 1996. From 1996 to 1998, Mr. Fresh served on the Board of Directors of
Sento Technical Innovations Corporation (now Sento Corporation), a publicly-held
outsourced technology and training company. Mr. Fresh is currently Chairman,
President and owner of Orem Tek Development Corporation, a Utah consulting and
business park development corporation. He is currently Chairman of the Board and
a senior consultant to BrowZ.com, an Internet software company.

DEF 14A 5th Page of 13 TOC 1st Previous Next ↓Bottom Just 5th
Elmo Gruwell has served as a director of the Company since November
2000. Dr. Gruwell, a Board Certified Emergency Medicine Specialist, has served
as the Chair of the Department of Emergency Medicine at Utah Valley Regional
Medical Center in Provo, Utah, where he oversees a staff of 17 physicians.

Irving Monclova has served as a director of the Company since August
1998. Mr. Monclova served in the United States Army from 1953 until 1982,
completing tours in Europe, Korea, Republic of Vietnam, Panama and Puerto Rico.
He culminated his military career as the Commander of Readiness Programs of the
reserve forces. In 1982, he joined Serv-Air, Inc., a distributor of heating,
ventilation and air conditioning equipment, where he was promoted to Vice
President of Operations and Maintenance in 1989 and to Vice President and Chief
of Special Operations Programs in 1993. Mr. Monclova retired from Raytheon
E-Systems, the company that acquired Serv-Air, in 1997.

Dr. Brent E. Peterson has been nominated for election as a director at
the Annual Meeting. Dr. Peterson, a chiropractic physician, has been in practice
for 25 years. In 1976, he established a practice in Logan, Utah, where he
currently resides. Prior to his Logan, Utah practice, he established a practice
in Boise, Idaho as an associate doctor. Dr. Peterson has post-graduate training
in orthopedic procedures, acupressure, applied kinesiology, and meridian
therapy. Dr. Peterson has professional affiliations with the American
Chiropractic Association, Acupuncture Society of America, and the Utah
Association of Chiropractic Physicians. Dr. Peterson received his Doctor of
Chiropractic Degree in 1975 from the Los Angeles College of Chiropractics.

Mark Seethaler, 44, joined the Company in October 2000 as a Vice
President and Chief Financial Officer. In May 2001, Mr. Seethaler was appointed
as a director of the Company and President and Chief Executive Officer of BII.
Mr. Seethaler has over 20 years experience managing corporate financial
operations, shareholder, banking, insurance, and audit relations. Prior to
joining the Company, Mr. Seethaler served as a Finance Manager with Intel
Corporation and as Vice President and Chief Financial Officer of Dayna
Communications, Inc. for approximately 12 years. He holds a B.S. degree in
Accounting from Brigham Young University and is a Certified Public Accountant.

Committees and Meetings

The Board of Directors met seven (7) times during the 2000 fiscal year.
Each of the directors attended at least 75% of the meetings of the Board of
Directors and of the committees on which he served. The Board does not maintain
a nominating committee.

The Board maintains a standing Audit Committee, the members of which
are William A. Fresh and Irving Monclova. The Audit Committee held one meeting
during the fiscal year ended December 31, 2000. The Audit Committee's functions
include the recommendation and approval of, and the review of services performed
by, the Company's independent auditor, and review of the Company's internal
accounting and financial practices and controls.

The Board also maintains a standing Compensation Committee, the members
of which are William A. Fresh and Irving Monclova. The Compensation Committee
held four meetings during the 2000 fiscal year. The committee's functions are to
determine and approve compensation arrangements for executive officers of the
Company and to oversee any stock option, stock award or other employee benefit
plan or arrangement established by the Board of Directors for the benefit of
executive officers, management and employees of the Company.

Director Compensation

Directors who are not employed by the Company are paid a fee of $500
for each Board meeting they attend. All directors are reimbursed for
out-of-pocket expenses incurred for travel to and from these meetings.

DEF 14A 6th Page of 13 TOC 1st Previous Next ↓Bottom Just 6th
EXECUTIVE OFFICERS

In addition to Messrs. Fresh and Seethaler, whose biographies are set
forth above, certain biographical information is furnished below with respect to
the executive officers of the Company. Each of the executive officers serves at
the pleasure of the Board of Directors.

Stephen William Fresh, 47, joined the Company in November 1997 as the
Managing Director of International Sales and has served as Vice President of
Sales since May 2001. Prior to joining the Company, he served as the Director of
Worldwide Marketing for Sento Corporation, from 1996 until 1997. He has more
than 20 years of sales and marketing management experience with high-tech
companies. Mr. Fresh is the son of William A. Fresh, the Chairman of the Board
and Chief Executive Officer of the Company.

Joe Galloway, 60, joined the Company in 1997 and currently serves as
Vice President. He was co-founder of BioSource Inc., a complementary healthcare
device development and marketing company, and was employed by BioSource from
1990 until 1997, at which time BioSource was acquired by the Company. Prior to
that time, he served as a member of the Artificial Heart Research Team located
in Salt Lake City, Utah, as a senior technician specialist. He also served as
the supervisor of the test department at Evans and Sutherland Computer
Corporation, a computer graphics systems company, from 1970 until 1973. Mr.
Galloway has a degree in electronic technology.

Douglas Horne, 37, joined the Company in June 2000 as the Vice
President of Product Development. Mr. Horne came to the Company from Laser
Medical Inc., a medical rental company, which he founded while attending the
University of Utah. Laser Medical's goal was to provide healthcare practitioners
greater access to expensive laser technology and modern advances in surgical
techniques. While President of Laser Medical, Mr. Horne grew the company from an
annual income of $25,000 in 1992, its first year of operation, to $800,000 for
year 1999. Mr. Horne assisted in providing entrepreneurial leadership,
negotiating rental contracts, and implementing marketing strategies and assisted
in training of professionals, and employees in the applications and techniques
involved with laser surgery. He has a Bachelor of Science in Biology from the
University of Utah.

EXECUTIVE COMPENSATION

The following table sets forth, for the three fiscal years ended
December 31, 2000, the compensation of William A. Fresh, the Company's Chief
Executive Officer, and Darwin D. Millet, the former President of BII (the "Named
Executive Officers"). Mr. Millet resigned as President of BII in May 2001. No
other executive officers received compensation in excess of $100,000 in the year
ending December 31, 2000.

Long Term
Annual Compensation Compensation
----------------------------------------- ------------
Other
Annual Securities
Salary Bonus Compensation Underlying
Name Year ($) ($) ($) Options
--------------------------------------------------------------- -----------

William A. Fresh 2000 -0- -0- -0- -0-
Chief Executive 1999 -0- -0- -0- -0-
Officer of the 1998 -0- -0- -0- 150,000
Company

Darwin D. Millet 2000 120,000 -0- -0- 150,000
President of BII 1999 35,000 -0- -0- 300,000
1998 -0- -0- -0- -0-

DEF 14A 7th Page of 13 TOC 1st Previous Next ↓Bottom Just 7th
Option Grants in Last Fiscal Year

The following table sets forth the options granted by the Company to
the Named Executive Officers during the fiscal year ended December 31, 2001. The
Company did not grant options to William A. Fresh during the year ending
December 31, 2000.

% of Options
Number Granted to
of Options Employees in Exercise Expiration
Name Granted Fiscal Year Price
--------------------------------------------------------------------------------
Darwin D. Millet 100,000 9.3% $.35 August 2007
50,000 4.7% $.20 December 2007
--------------------------------------------------------------------------------

Aggregated Option Exercises in Last Fiscal Year and Year End Option Values

The following table sets forth the aggregate value of options to
acquire shares of Common Stock held by the Named Executive Officers on December
31, 2000.

[Enlarge/Download Table]

Number of Value of Unexercised
Unexercised Options In-the-Money Options
at FY-End 2000 at FY-End 2000($)(A)
-------------- ---------------------
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized Unexercisable Unexercisable
-----------------------------------------------------------------------------------------------------

William A. Fresh -0- -0- 400,000/0 0/0
Darwin D. Millet -0- -0- 33,972/436,028 0/0

-----------------------------------------------------------------------------------------------------

(A) Calculated based on the difference between the exercise price and
the price of a share of Common Stock on December 31, 2000.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING

Section 16(a) of the Exchange Act requires the Company's executive
officers and directors and persons who own more than 10% of the Common Stock, to
file with the U.S. Securities and Exchange Commission (the "SEC") initial
reports of ownership and reports of changes in ownership of the Common Stock and
other securities from which shares of Common Stock may be derived. Such
directors, officers and 10% owners are required by SEC regulations to furnish
the Company with copies of all Section 16(a) reports they file. Based solely on
a review of the copies of such reports received by the Company, the Company
believes that the following report was not filed on a timely basis: A Form 3 for
Elmo Gruwell, a director of the Company, to report his ownership of the
Company's securities at the time of his appointment as a director, was due on
December 21, 2000, but was not filed until January 10, 2001.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Effective March 31, 2001 (the "Effective Date"), the Company
transferred certain assets and liabilities to Bio-Origins, LC, a Utah limited
liability company (the "Purchaser"), pursuant to an Asset Purchase Agreement by
and among the Company, the Purchaser, and certain related parties (the
"Agreement"), a copy of which was filed with the Company's Current Report on
Form 8-K on April 13, 2001. Prior to the Effective Date, the Company had been in
the initial stages of developing a services business (the "Bio-Origins
Business") for the purposes of identifying and sourcing health-related products
to be marketed through various distribution channels in Asia, and providing

DEF 14A 8th Page of 13 TOC 1st Previous Next ↓Bottom Just 8th
marketing support to these distribution channels. Pursuant to the Agreement, the
Company sold all of the assets relating to the Bio-Origins Business (the
"Assets"), consisting primarily of personal property and equipment and contracts
and other intangible rights, to the Purchaser. In exchange for the Assets, the
Purchaser paid the Company $200,000 in cash, assumed substantially all of the
Company's liabilities relating to the Bio-Origins Business, consisting primarily
of the Company's liabilities under two promissory notes made by the Company in
the aggregate amount of $260,000 and accrued and trade payables in the aggregate
amount of $18,535. In addition, the Purchaser agreed to pay the Company one-half
of the Purchaser's pre-tax income for the calendar year 2001 exceeding $128,600.
Also, members of the Purchaser granted the Company an option to purchase up to
an 80% interest in the Purchaser in four increments of up to 20% each over the
course of the 2002 calendar year for an aggregate exercise price of $495,680.
The consideration received by the Company in exchange for the Assets was
determined by negotiations between the Company and the Purchaser. In the course
of those negotiations, the Company obtained and relied upon a valuation of the
Bio-Origins Business prepared by Houlihan Valuation Advisors, Inc. William A.
Fresh is a member and the manager of the Purchaser. The other member of the
Purchaser is the Reva Luana Fresh Family Living Trust, of which Mr. Fresh is a
trustee. Mr. Fresh is the Chairman of the Board, Chief Executive Officer and a
principal shareholder of the Company. In addition, the two promissory notes that
were assumed by the Purchaser were made by the Company in favor of Mr. Fresh and
WAF Investment Company, a Utah limited partnership of which Mr. Fresh is a
general partner, respectively. Also, in connection with the transfer of the
Assets, Reginald Hughes, a director of the Company, resigned as an employee of
BioMeridian Services Corp., a subsidiary of the Company, to become an employee
of the Purchaser.

As of December 1, 2000, the Company entered into both a 48-month
amortizing term loan and a revolving line-of-credit agreement with a commercial
financial institution. The amortizing term loan originated with a principal
balance of $1,300,000, an interest rate equal to the prime rate, plus .5%
(initial rate of 10.00%), and monthly principal and interest payments of $33,000
commencing January 1, 2001. The revolving line of credit was established with a
principal borrowing limit of $200,000, an interest rate of prime, plus .5%
(initial rate of 10.00%), monthly interest payments commencing January 1, 2001,
and principal payable on demand or on December 1, 2001. Both the term loan and
the line of credit are personally guaranteed by Mr. Fresh and by Richard I.
Winwood, a principal shareholder of the Company. The line of credit has been
used to fund the operations of the Company.

During the year ended December 31, 2000 the Company borrowed a net
amount of $1,607,899 from William A. Fresh, the Chairman of the Board, Chief
Executive Officer and a principal shareholder of the Company, or from entities
affiliated with Mr. Fresh, under one $250,000 unsecured note payable agreement,
one $192,899 unsecured note payable agreement, four separate $150,000 unsecured
note payable agreements, three separate $100,000 unsecured note payable
agreements, one $75,000 unsecured note payable agreement, three separate $50,000
unsecured note payable agreements, and one $40,000 unsecured note payable
agreement. Each note payable bears interest at 12% and is payable upon demand.
Effective July 31, 2000, $500,000 of notes payable to Mr. Fresh or affiliated
entities were converted to Common Stock at 40 cents per share. Effective October
31, 2000, $500,000 of notes payable to Mr. Fresh or affiliated entities were
converted to Common Stock at 30 cents per share. Effective October 31, 2000, the
Company refinanced $537,899 of notes payable to Mr. Fresh or affiliated
entities, from a demand note, to a note payable with a 2-year maturity.
Effective December 31, 2000, the Company refinanced $160,000 of accrued
consulting payable to Mr. Fresh or affiliated entities, from an accrued
liability, to a note payable with a 2-year maturity.

PRINCIPAL HOLDERS OF VOTING SECURITIES

The following table lists the number of shares of the Common Stock
beneficially owned as of May 31, 2001 by each person known by the Company to be
the beneficial owner of more than five percent (5%) of the Common Stock, by each
director, nominee and named executive officer of the Company, and by all
executive officers and directors of the Company as a group. Unless noted
otherwise, each person named has sole voting and investment power with respect
to the shares indicated. The percentages set forth have been computed based on
32,747,589 shares, which is the number of shares of Common Stock outstanding on
May 31, 2001 plus exercisable warrants and options held by executive officers
and directors, excluding treasury shares held by the Company, outstanding as of
May 31, 2001.

DEF 14A 9th Page of 13 TOC 1st Previous Next ↓Bottom Just 9th
Percentage of class
Name & Address of Beneficial Owner Number of shares outstanding
--------------------------------------------------------------------------------
William A. Fresh 11,803,913(A) 36.0%
176 Emeraud Drive
St. George, Utah 84770
--------------------------------------------------------------------------------
Richard I. Winwood 3,639,031(B) 11.1%
7069 S. Highland Drive, Suite 102
Salt Lake City, Utah 84121
--------------------------------------------------------------------------------
Ballard Investments 1,808,286(C) 5.5%
2726 East Wasatch Drive #20
Salt Lake City, Utah 84147
--------------------------------------------------------------------------------
Reginald Hughes 416,558(D) 1.3%
1482 East 920 South
Provo, Utah 84606
--------------------------------------------------------------------------------
Mark Seethaler 73,333(E) *
11583 Sanders Road
Sandy, Utah 84094
--------------------------------------------------------------------------------
Irving Monclova 298,500(F) *
1064 Heather Gate Court
Lexington, KY 40511
--------------------------------------------------------------------------------
Elmo Gruwell 11,712(G) *
207 West 185 South
Orem, UT 84058
--------------------------------------------------------------------------------
Brent E. Peterson 0 0
1415 North 400 East, Suite A
Logan, UT 84341
--------------------------------------------------------------------------------
All executive officers and directors
as a group (8 persons) 13,125,362 40.1%
--------------------------------------------------------------------------------
* Less than one percent

(A) This amount includes 5,281,000 shares held by WAF Investment
Company, a Utah limited partnership of which Mr. Fresh is a
general partner; 1,133,332 shares held by Reva Luana Fresh, Mr.
Fresh's wife; 50,000 shares held by the William A. and Reva Luana
Fresh Family Living Trust; 645,237 shares held by the William A.
and Reva Luana Fresh Charitable Remainder Trust, 60,000 shares
held in trusts in which Reva Luana Fresh is the custodian; 75,000
shares held in a trust in which Mr. Fresh is the custodian;
316,667 shares held by Orem Tek Development, a Utah limited
partnership of which Mr. Fresh is a general partner; 1,042,642
shares issuable upon the exercise of currently exercisable
warrants and 400,000 shares issuable upon presently exercisable
options. This amount includes 3,750 shares issuable upon the
exercise of currently exercisable warrants and 913 shares issuable
upon presently exercisable options
(B) The amount includes 137,500 shares issuable upon the exercise of
currently exercisable warrants.
(C) The amount includes 115,000 shares issuable upon the exercise of
currently exercisable warrants. Craig Ballard, a general partner
of Ballard Investments, has the power to vote the shares and to
make investment decisions with respect to the shares on behalf of
Ballard Investments.
(D) The amount includes 3,750 shares issuable upon the exercise of
currently exercisable warrants and 7,808 shares issuable upon
presently exercisable options.
(E) The amount includes 73,333 shares issuable upon the exercise of
currently exercisable options.
(F) The amount includes 285,000 shares issuable upon presently
exercisable options.
(G) The amount includes 11,712 shares issuable upon the presently
exercisable options.

DEF 14A 10th Page of 13 TOC 1st Previous Next ↓Bottom Just 10th
AUDIT COMMITTEE REPORT

The members of the Audit Committee are William A. Fresh and Irving
Monclova, neither of whom is independent as defined in Rule 4200(a)(14) of the
National Association of Securities Dealers' listing standards. The Board of
Directors has not adopted a written charter for the Audit Committee.

The Audit Committee has reviewed and discussed the Company's audited
financial statements for the fiscal year ended December 31, 2000 with
management. The Audit Committee has also discussed with Tanner + Company, the
Company's independent auditors, the matters required to be discussed by SAS 61.
The Audit Committee has also received the written disclosures and the letter
from Tanner + Company required by Independence Standards Board Standard No. 1
and has discussed with Tanner + Company the matter of Tanner + Company's
independence.

Based on the review and discussions described in the preceding
paragraph, the Audit Committee recommended to the Board of Directors that the
Company's audited financial statements for the fiscal year ended December 31,
2000 be included in the Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2000 for filing with the SEC.

William A. Fresh
Irvin Monclova

PROPOSAL NO. 2: RATIFICATION OF SELECTION OF AUDITOR

The Audit Committee has recommended, and the Board has selected, the
firm of Tanner + Company of Salt Lake City, Utah, independent certified public
accountants, to audit the financial statements of the Company for the fiscal
year ending December 31, 2001, subject to ratification by the shareholders. The
Board anticipates that one or more representatives of Tanner + Company will be
present at the Annual Meeting, will have an opportunity to make a statement if
they so desire and will be available to respond to appropriate questions. The
Board recommends that shareholders vote FOR ratification of the appointment of
Tanner + Company as the Company's independent auditor.

Audit Fees

The aggregate fees billed for professional services rendered for the
audit of the Company's annual financial statements for the fiscal year ended
December 31, 2000 and the reviews of the financial statements included in the
Company's Forms 10-QSB for such year were $27,259.35.

Financial Information Systems Design and Implementation Fees

Tanner + Company did not render professional services to the Company
relating to financial information systems design and implementation during the
fiscal year ended December 31, 2000.

All Other Fees

The aggregate fees billed for services rendered by Tanner + Company for
services rendered, other than audit services and financial information systems
design and implementation services, for the fiscal year ended December 31, 2000
were $2,235.61.

The Audit Committee has considered whether the provision of the other
services described in the preceding paragraphs is compatible with maintaining
Tanner + Company's independence.

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PROPOSAL NO. 3: TERMINATION OF REGISTRATION OF THE COMPANY'S
COMMON STOCK UNDER THE EXCHANGE ACT

Introduction

The Common Stock is currently registered under Section 12(g) of the
Exchange Act. Consequently, the Company is subject, among other things, to the
periodic reporting and proxy solicitation requirements of the SEC. In addition,
the Common Stock is currently quoted on the OTC Bulletin Board. In order for the
Common Stock to remain eligible for quotation on the OTC Bulletin Board, the
Common Stock must be registered under the Exchange Act and the Company must
remain current in its filings with the SEC.

As part of its continuing effort to reduce the Company's operating
expenses, the Board of Directors has reviewed in detail the expenses and
management resources the Company has historically incurred, and would be likely
to continue to incur, in order to maintain its registration of the Common Stock
under the Exchange Act. These expenses include legal and accounting fees
associated with the preparation and review of the Company's SEC filings,
printing expenses and postage related to the generation and distribution of
SEC-mandated reports to the Company's shareholders and the financial community
and the internal expenses attributable to preparing SEC reports and performing
other functions required of public companies. The Board also considered the
impact of its public disclosure obligations on its competitive position and
concluded that public disclosure of the Company's operations, plans and
operating results has created, at times, and may in the future create, a
competitive disadvantage for the Company.

The Board of Directors also evaluated the benefits attributable to
registration of the Common Stock under the Exchange Act. These benefits include
the availability of a public market for the Common Stock, which, if maintained
at sufficient trading volumes, could offer liquidity to the Company's
shareholders, permit the Company's use of its Common Stock as currency in
acquisition and other financing transactions and enable the Company to raise
additional capital to pursue its operating plan. Ultimately, however, the Board
of Directors concluded that the limited market and trading volumes for the
Common Stock, together with the general decline in the capital markets for
developing companies with limited market capitalization, make it unlikely that
the Company will be able to realize meaningful benefits from its Exchange Act
registration for the foreseeable future.

Based upon its review of the factors described in the preceding
paragraphs, the Board of Directors has adopted a proposal to terminate the
Company's registration of the Common Stock under the Exchange Act, subject to
shareholder approval. The Board recommends that the shareholders approve the
proposal that the Company terminate the registration of the Common Stock under
the Exchange Act.

If the shareholders approve this proposal, the Company will terminate
the registration of the Common Stock by filing with the SEC, on Form 15, a
Certification and Notice of Termination of Registration under Section 12(g) of
the Exchange Act and Suspension of Duty to File Reports under Sections 13 and
15(d) of the Exchange Act. The Company's obligation to file reports under the
Exchange Act would cease as of the date of the filing of the Form 15.
Termination of registration of the Common Stock would be effective 90 days after
the filing of the Form 15. If this proposal is not approved, the Common Stock
will remain registered under the Exchange Act, the Company will remain obligated
to make periodic and other filings thereunder, and the Company will continue to
incur the administrative burdens and associated expenses relating to such
filings.

Consequences of Termination of Registration

Termination of registration of the Common Stock would substantially
reduce the information required to be furnished by the Company to its
shareholders under the Exchange Act and would render inapplicable certain other
provisions of the Exchange Act designed to protect shareholder interests. In
particular, the Company would no longer be required to file periodic reports,
including annual, quarterly and current reports on Forms 10-KSB, 10-QSB and 8-K,
respectively, or proxy or information statements in connection with annual or
special shareholder meetings. In addition, certain other provisions of the
Exchange Act would become inapplicable, including requirements that the
Company's executive officers, directors and 10% shareholders file certain
reports concerning their ownership of the Company's securities, provisions that
any profit by such executive officers, directors and shareholders derived from
purchases and sales of the Company's equity securities within any six-month
period may be recovered by the Company and the requirements of Rule 13e-3 under

DEF 14A 12th Page of 13 TOC 1st Previous Next ↓Bottom Just 12th
the Exchange Act relating to "going private" transactions. Furthermore, persons
holding "restricted securities" of the Company would be deprived of the ability
to dispose of their shares pursuant to Rule 144 promulgated under the Securities
Act of 1933, as amended. Finally, the Common Stock would no longer be eligible
for quotation on the OTC Bulletin Board as a result of termination of
registration.

Interest of William A. Fresh

As the principal shareholder of the Company, Mr. Fresh may be deemed to
benefit from the proposal to terminate the registration the Common Stock,
inasmuch as his ownership of approximately 36% of the outstanding shares of
Common Stock may enable him to exert significant influence in the operation and
direction of the Company. Adoption of the proposal and termination of the
Company's Exchange Act registration may increase Mr. Fresh's influence on the
Company's operations and reduce the influence of other shareholders of the
Company. As a result, Mr. Fresh may have a conflict of interest with respect to
this proposal, both as concerns his position as a director of the Company and
vis-a-vis the other shareholders of the Company. Although Mr. Fresh voted in
favor of the proposal when it was considered and adopted by the Board of
Directors, the proposal was unanimously approved by the remaining directors of
the Company, none of whom had a similar interest in the proposal.

DISSENTER'S RIGHTS

None of the proposals for the Annual Meeting create any dissenter's
rights under the Utah Revised Business Corporations Act.

OTHER MATTERS

As of the date of this Proxy Statement, the Board knows of no other
matters to be presented for action at the Annual Meeting. However, if any
further business should properly come before the meeting, a vote on such
business will be held following its proposal.

ADDITIONAL INFORMATION

A copy of the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2000 will be furnished to shareholders of the Company upon receipt
of a written request. Requests should be directed to Kami Howard, Secretary of
the Company, at 12411 South 265 West, Suite F, Draper, Utah 84020.

SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

Any proposal submitted by a shareholder for action at the Company's
2002 Annual Meeting of shareholders must be submitted in a letter to the
Secretary of the Company and received by the Company by March 11, 2002 in order
for such proposal to be included in the Company's proxy statement and form of
proxy relating to such meeting. The proposal must be in the form required by and
subject to the other requirements of applicable rules of the SEC. With respect
to proposals submitted by a shareholder other than for inclusion in the
Company's proxy statement and form of proxy for the 2002 Annual Meeting, notice
of any such proposal must be received by the Company no later than May 25, 2002,
to be timely. Any proxies solicited by the Board of Directors for the 2002
Annual Meeting may confer discretionary authority to vote on any proposals
notice of which is not timely received.

DEF 14A Last Page of 13 TOC 1st Previous Next ↓Bottom Just 13th
PROXY
BIOMERIDIAN CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints William A. Fresh and Mark Seethaler,
and each of them, as proxies, with full power of substitution, and hereby
authorizes them to represent and vote, as designated below, all shares of common
stock of BioMeridian Corporation, a Utah corporation (the "Company"), held of
record by the undersigned on June 29, 2001, at the Annual Meeting of
Shareholders (the "Annual Meeting") to be held at the Company's offices located
at 12411 South 265 West, Suite F, Draper, Utah, on Thursday, August 9, 2001, at
10:00 a.m., local time, or at any adjournment or postponement thereof, upon the
matters set forth below, all in accordance with and as more fully described in
the accompanying Notice of Annual Meeting and Proxy Statement, receipt of which
is hereby acknowledged.

1. ELECTION OF DIRECTORS, each to serve until the next annual meeting of
shareholders of the Company and until their respective successors shall
have been duly elected and shall qualify.
[ ] FOR all nominees listed below (except as marked to the contrary).
[ ] WITHOUT AUTHORITY to vote for all nominees listed below.

(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)

William A. Fresh Elmo Gruwell Irving Monclova Brent E. Petersen Mark Seethaler

2. PROPOSAL TO RATIFY the appointment of Tanner + Company as the
independent auditor of the Company.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. PROPOSAL TO TERMINATE THE EXCHANGE ACT REGISTRATION of the Company's
common stock.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE ELECTION OF THE DIRECTOR NOMINEES NAMED ABOVE, FOR THE
RATIFICATION OF THE APPOINTMENT OF TANNER + COMPANY AS THE INDEPENDENT AUDITOR
OF THE COMPANY AND FOR THE PROPOSAL TO TERMINATE THE COMPANY'S EXCHANGE ACT
REGISTRATION.

Please complete, sign and date this proxy where indicated and return it
promptly in the accompanying prepaid envelope.

DATED: _________________________________, 2001

-----------------------------------------
Signature

-----------------------------------------
Print Name

-----------------------------------------
Signature if held jointly

-----------------------------------------
Print Name if held jointly

(Please sign above exactly as the shares are issued. When shares are
held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.)

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEF 14A’ Filing	Date	First	Last	Other Filings

	5/25/02	12
	3/11/02	12
	12/31/01	2	10
	12/1/01	8
For Period End:	8/10/01
	8/9/01	2	13
Filed on:	7/10/01
	7/9/01	3
	6/29/01	2	13	PRE 14A
	5/31/01	8
	4/13/01	7		8-K
	3/31/01	7		10QSB, 8-K, 8-K/A
	1/10/01	7
	1/1/01	8
	12/31/00	5	12	10KSB
	12/21/00	7
	12/1/00	8
	10/31/00	8
	7/31/00	8
				List all Filings

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Filing Submission 0000096313-01-500149 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Biomeridian Corp – ‘DEF 14A’ for 8/10/01

On: Tuesday, 7/10/01, at 12:53pm ET · For: 8/10/01 · Accession #: 96313-1-500149 · File #: 0-18271

Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents