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Immucor Inc – ‘DEFC14A’ on 10/24/01 re: Immucor Inc

On: Wednesday, 10/24/01 · Accession #: 736822-1-500037 · File #: 0-14820

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

10/24/01  Immucor Inc                       DEFC14A                1:67K  Immucor Inc

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

Document/Exhibit                   Description                      Pages   Size 

 1: DEFC14A     Definitive Proxy 053101                               21    100K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Certain Relationships and Related Transactions Election of Directors Employment Contracts, Termination of Employment and Change of Control Arrangements Security Ownership of Certain Beneficial Owners and Management
1	1st Page - Filing Submission
4	Election of Directors
9	Security Ownership of Certain Beneficial Owners and Management
13	Certain Relationships and Related Transactions
15	Employment Contracts, Termination of Employment and Change of Control Arrangements

DEFC14A 1st Page of 21 TOC ↑Top Previous Next ↓Bottom Just 1st
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

[ X ] Filed by the Registrant

[ ] Filed by a Party other than the Registrant

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6 (e) (2))

[ X ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

IMMUCOR, INC. (Commission File No. 0-14820)
(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 (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.

DEFC14A 2nd Page of 21 TOC 1st Previous Next ↓Bottom Just 2nd
IMMUCOR, INC.
3130 Gateway Drive
P.O. Box 5625
Norcross, Georgia 30091-5625

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 30, 2001.

Notice hereby is given that the 2001 Annual Meeting of Shareholders (the
"Meeting") of Immucor, Inc. will be held on Friday, November 30, 2001, at 10:00
a.m., local time, at the Holiday Inn Select-Peachtree Corners, 6050 Peachtree
Industrial Blvd., Norcross, Georgia 30071 for the following purposes:

1. To elect six directors to serve a one-year term; and

2. To Adjourn the Annual Meeting if the Board of Directors determines that
Immucor needs time to solicit more votes to elect the nominees recommended
by the Board of Directors of Immucor, and to oppose any attempt to adjourn
the meeting if the proposal to adjourn is made in order to allow any other
person time to solicit more votes to elect nominees other than those
recommended by the Board of Directors of Immucor.

Information relating to the above matters is set forth in the Proxy
Statement accompanying this Notice. Only shareholders of record at the close of
business on October 15, 2001 will be entitled to receive notice of and to vote
at the Meeting or at any adjournment thereof.

A Proxy Statement and a Proxy solicited by the Board of Directors are
enclosed herewith. Please sign, date and return the Proxy promptly in the
enclosed envelope. If you attend the Meeting, you may, if you wish, revoke your
Proxy and vote in person.

By Order of the Board of Directors,

STEVEN C. RAMSEY,
Secretary

October 25, 2001

PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY PROMPTLY SO THAT YOUR VOTE MAY BE
RECORDED AT THE MEETING IF YOU DO NOT ATTEND THE MEETING AND VOTE IN PERSON.

DEFC14A 3rd Page of 21 TOC 1st Previous Next ↓Bottom Just 3rd
IMMUCOR, INC.
3130 Gateway Drive
P.O. Box 5625
Norcross, GA 30091-5625

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
NOVEMBER 30, 2001

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Immucor, Inc. ("Immucor" or the "Company")
for use at the Annual Meeting of Shareholders (the "Meeting") of the Company to
be held on Friday, November 30, 2001, and at any adjournment thereof, for the
purposes set forth in the accompanying Notice of the Meeting. The Board of
Directors consists of Edward L. Gallup, Didier L. Lanson, Ralph A. Eatz, Joseph
E. Rosen, Dr. Gioacchino De Chirico, and Daniel T. McKeithan. In addition,
Immucor is deemed to be a participant in this solicitation.

The Annual Meeting will be held at 10:00 a.m., local time, at the Holiday
Inn Select-Peachtree Corners, 6050 Peachtree Industrial Blvd., Norcross, Georgia
30071. It is anticipated that this Proxy Statement and the accompanying Proxy
will be first mailed to shareholders on or about October 25, 2001. A copy of
the Company's 2001 Annual Report is being mailed to the Company's shareholders
along with this Proxy Statement.

The record date for shareholders entitled to vote at the Meeting is the
close of business on Monday, October 15, 2001. On that date, the Company had
outstanding and eligible to be voted 7,277,617 shares of Common Stock, $.10 par
value ("Common Stock"), with each share entitled to one vote. There are no
cumulative voting rights. The presence, in person or by proxy, of a majority of
the shares of Common Stock outstanding on the record date is necessary to
constitute a quorum at the Annual Meeting.

Abstentions and broker non-votes are counted for purposes of determining
the presence or absence of a quorum for the transaction of business. Abstentions
and broker non-votes will have no effect on the election of the directors.
Broker non-votes (i.e., shares held of record by brokers or nominees as to which
(i) instructions have not been received from the beneficial owners or the
persons entitled to vote as to the manner in which those shares should be voted
on a particular proposal, and (ii) the broker or nominee does not have the
discretionary voting power on that proposal) and proxies that withhold authority
to vote for the election of any nominee as a director or that reflect
abstentions will be deemed present for the purpose of determining the presence
of a quorum for the transaction of business. Broker non-votes and proxies that
withhold authority to vote for the election of any nominee as a director will
have no effect on the outcome of any voting or any proposal to elect nominees as
directors. Broker non-votes and abstentions with respect to any other proposal
to be voted at the Annual Meeting will have the effect of a vote against those
proposals.

DEFC14A 4th Page of 21 TOC 1st Previous Next ↓Bottom Just 4th
Proposal One--The Election of Six Directors

Election of Directors

At the annual meeting of shareholders, six directors, constituting the entire
board of directors of the Company (the "Board of Directors"), are to be elected
to hold office until the next annual meeting of shareholders (that is, until the
annual meeting of shareholders held in the year 2002), or until their successors
are duly elected and qualified.

Directors will be elected by a plurality of the shares present and voting at the
meeting. A plurality means that the six nominees who receive the largest number
of votes are elected as directors. Unless contrary instructions are given, the
proxies will be voted for the nominees listed below. It is expected that these
nominees will serve, but if for any unforeseen cause any of them should decline
or be unable to serve, the proxies will be voted to fill any vacancy so arising
in accordance with the discretionary authority of the persons named in the
proxy, unless contrary instructions are given.

The following six persons were nominated by the Board of Directors and are
sometimes referred to in this proxy statement collectively as the "Immucor
Slate". Each of these six nominees has agreed to be identified in this proxy
statement and to serve if elected. The nominees, their ages, the years in which
they began serving as directors, and their business experience are set forth
below.

[Enlarge/Download Table]

Director
Name Age Position with Company Since

Edward L. Gallup 62 Chairman of the Board of Directors, President and 1982
Chief Executive Officer
Didier L. Lanson 51 Director 1989
Ralph A. Eatz 57 Director and Senior Vice President-- Operations 1982
Joseph E. Rosen 57 Director 1998
Dr. Gioacchino De Chirico 48 Director, Director of European Operations and 1994
President of Immucor Italia S.r.l.
Daniel T. McKeithan 77 Director 1983

Edward L. Gallup has been Chairman of the Board of Directors, President and
Chief Executive Officer of the Company since its founding. Mr. Gallup has worked
in the blood banking business for over 35 years.

Ralph A. Eatz, who has been working in the blood banking reagent field for
over 30 years, has been a director and Vice President - Operations of the
Company since its founding, and Senior Vice President - Operations since
December 1988.

Dr. Gioacchino De Chirico has been Director of European Operations since
May 1998 and President of Immucor Italia S.r.l. since February 1994. From 1989
until 1994, Ortho Diagnostic Systems, Inc., a Johnson and Johnson Company
employed him in the United States, as General Manager, Immunocytometry, with
worldwide responsibility. From 1979 until 1989, he was with Ortho Diagnostic
Systems, Inc., in Italy, where he began as a sales representative and held
several management positions, including Product Manager and European Marketing
Manager for Immunology and Infectious Disease products. Ortho Diagnostics is a
diagnostics subsidiary of Johnson & Johnson that among other things produces and
distributes blood banking reagents. The Company acquired Immucor Italia S.r.l.
on September 30, 1991.

Daniel T. McKeithan has been a director of the Company since February 1983.
Mr. McKeithan is presently self-employed as a consultant to health care
companies. From April 1979 until March 1986 he was employed by Blood Systems,
Inc., a supplier of blood and blood products, as a general manager and as
Executive Vice President of Operations. Mr. McKeithan also has 30 years
experience in pharmaceutical and diagnostic products with Johnson and Johnson,
Inc., including Vice President - Manufacturing of the Ortho Diagnostic Systems
Division. Ortho Diagnostics is a diagnostics subsidiary of Johnson & Johnson
that among other things produces and distributes blood banking reagents.

DEFC14A 5th Page of 21 TOC 1st Previous Next ↓Bottom Just 5th
Didier L. Lanson has been a director of the Company since October 1989.
Since April 1, 2000, he has served as CEO of a start up company GenOdyssee S.A.
whose business address is Parc d'Affaires Technopolis, 3 avenue du Canada,
Batiment Alpha, BP10, 91974 Courtaboeuf Cedex, Les Ulis FRANCE. GenOdyssee
provides to the pharmaceutical, diagnostic and biotech industry a full range of
post-genomics services: Single Nucleotide Polymorphism (SNP) discovery, high
throughput SNP genotyping, and proteomic services dedicated to the
characterization of chemical and physical modifications of mutant proteins
active sites. From September 1992 until March 1999, he served as Vice President,
Europe ('92-97) and Vice President Global Operations and International Affairs
('97-'99) of SyStemix Inc., a Novartis Company. SyStemix was a company
developing therapeutic products for diseases of the blood and immune system. He
was a Director and the President and CEO of Diagnostics Transfusion ("DT"), a
French corporation, which develops, manufactures and distributes reagent
products from 1987 until April 1991.

Joseph E. Rosen has been a director of the Company since April 1998. Since
1986 he has served as President of Sera-Tec Biologicals, L.P., whose business
address is 233 North Center Drive, North Brunswick, NJ 08902. Sera-Tec owns and
operates 80 plasma collection centers in 28 states, and a central testing
laboratory. Mr. Rosen has been employed in various capacities at Sera-Tec since
its inception in 1969. Mr. Rosen is currently serving as Chairman of the Board
of the American Blood Resources Association, the plasma industry trade group,
and has been a member of the Board of Directors of several public and private
health care companies. He has over 30 years of experience in the blood banking
industry.

Dennis M. Smith, Jr., M.D. resigned as a director on September 18, 2001. He
had served as a director of the Company since April 1998. Dr. Smith served as a
member of the Option Committee of the Board of Directors. G. Bruce Papesh
resigned as a director on October 1, 2001. He had served as a director of the
Company since December 1995. Mr. Papesh served as a member of the Audit and
Compensation Committees of the Board of Directors. On October 1, 2001 the Board
of Directors unanimously approved a resolution that reduced the size of the
Board of Directors to six members.

No member of the Immucor Slate has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the past ten
years. No member of the Immucor Slate is, or within the past year has been, a
party to any contract, arrangement or understanding with any person with respect
to any securities of the Company, including, but not limited to joint ventures,
loan or option arrangements, puts or calls, guarantees against loss or
guarantees of profit, division of losses or profits, or the giving or
withholding of proxies, except for a loan to Ed Gallup. The details of the loan
are described below under the heading, "Certain Relationships and Related
Transactions."

[Download Table]

Executive Officers

Name Age Position with Company Since

Edward L. Gallup 62 President and Chief Executive Officer 1982
Ralph A. Eatz 57 Senior Vice President-- Operations 1982
Dr. Gioacchino De Chirico 48 Director of European Operations and
President of Immucor Italia S.r.l. 1994
Steven C. Ramsey 52 Vice President-- Chief Financial Officer and
Secretary 1998
Patrick Waddy 44 President of Dominion Biologicals Limited and
European Finance Director 1996

The career synopses of certain Executive Officers not listed below are contained
in the previous section entitled "Election of Directors."

Steven C. Ramsey has been Vice President and Chief Financial Officer since
March 1998. Prior to such time, Mr. Ramsey worked for six years at International
Murex Technologies Corporation, the last three as Chief Financial Officer. He
has more than 26 years of financial management experience.

Patrick Waddy has been the European Finance Director since March 1999. Mr.
Waddy has been with Dominion Biologicals Limited since March 1988 and has served
as President for the past six years. The Company acquired Dominion Biologicals
in December 1996.

There are no family relationships among any of the directors or executive
officers of the Company.

DEFC14A 6th Page of 21 TOC 1st Previous Next ↓Bottom Just 6th
For information concerning the number of shares of the Company's Common
Stock held by each nominee, see "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT" below.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" ELECTION OF EACH
OF THE NOMINEES WHOSE NAMES APPEAR ABOVE AND PROXIES EXECUTED AND RETURNED WILL
BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.

The accompanying WHITE Annual Meeting proxy card will be voted at the
Annual Meeting in accordance with your instructions on that card. You may vote
FOR the election of each of the members of the Immucor Slate or withhold
authority to vote for the election of all the members of the Immucor Slate by
marking the proper box on the WHITE Annual Meeting proxy card. You may also
withhold your vote from any one or more of the members of the Immucor Slate by
marking the proper box and striking through the name of that person(s) in the
list provided on the WHITE Annual Meeting proxy card. IF NO MARKING IS MADE, YOU
WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE THE SHARES REPRESENTED BY THE
WHITE ANNUAL MEETING PROXY CARD FOR THE ELECTION OF ALL OF THE MEMBERS OF THE
IMMUCOR SLATE PROVIDED THAT YOU HAVE SIGNED THE PROXY CARD.

Immucor is aware that a group led by Kairos Partners, L.P. (referred to
collectively as "Kairos") also intends to solicit proxies and has already sent
or plans to send to you a proxy statement and proxy card. The Board of Directors
of Immucor strongly encourages you to vote for the Immucor Slate rather than the
directors proposed to be elected by Kairos. You may vote for the Immucor Slate
by signing and dating the enclosed WHITE Annual Meeting proxy card and by
returning it in the envelope provided in time to be voted at the Annual Meeting.
You may also vote for the Immucor Slate by attending the Annual Meeting and
voting in person. You may even vote for the Immucor Slate if you have already
signed the proxy card given to you by Kairos--to do so, simply sign and date the
WHITE Annual Meeting proxy card and return it to D. F. King & Co., Inc. or to
the Secretary of the Company. Your subsequent proxy card will be effective and
revoke the prior proxy card provided that it bears a later date. If you have any
questions, please call D.F. King & Co., Inc. toll free at 1-800-848-3402.

THE BOARD OF DIRECTORS OF IMMUCOR STRONGLY RECOMMENDS A VOTE "FOR" THE
ELECTION OF THE IMMUCOR SLATE.

Proposal Two--To Adjourn the Annual Meeting if the Board of Directors determines
that Immucor needs time to solicit more votes to elect the nominees recommended
by the Board of Directors of Immucor, and to oppose any attempt to adjourn the
meeting if the proposal to adjourn is made in order to allow any other person
time to solicit more votes to elect nominees other than those recommended by the
Board of Directors of Immucor.

Immucor may propose to adjourn the meeting and those persons named in the
WHITE Annual Meeting proxy card will vote for that proposal if the Board of
Directors determines that an adjournment is necessary or desirable in order to
allow Immucor time to solicit more votes needed to elect the Immucor Slate.
However, those persons named in the WHITE Annual Meeting proxy card will not
vote on a proposal to adjourn the Annual Meeting if you have marked the WHITE
proxy card against authority to cast that vote.

In addition, other persons may propose to adjourn the Annual Meeting to
provide time for such person to seek more votes to elect nominees other than
those recommended by the Board of Directors. The persons named in the WHITE
Annual Meeting proxy card will vote against a proposal to adjourn if the
proposal is made by Kairos or any other person in order to allow that person
time to solicit more votes to elect nominees other than the Immucor Slate.

Should such a proposal be brought before the Annual Meeting, the vote
required for approval of that proposal would be votes representing a majority
of the shares of common stock represented at the Annual Meeting and entitled to
vote on the matter.

DEFC14A 7th Page of 21 TOC 1st Previous Next ↓Bottom Just 7th
IMMUCOR RECOMMENDS A VOTE "FOR" ALLOWING THE IMMUCOR PROXIES TO VOTE FOR A
PROPOSAL TO ADJOURN THE ANNUAL MEETING IN ORDER TO PROVIDE MORE TIME TO SOLICIT
PROXIES TO ELECT THE IMMUCOR SLATE AND AGAINST A PROPOSAL TO ADJOURN THE ANNUAL
MEETING TO PROVIDE MORE TIME TO SOLICIT PROXIES TO ELECT DIRECTORS OTHER THAN
THOSE COMPRISING THE IMMUCOR SLATE.

Other Matters to Be Considered at the Annual Meeting

Immucor is not aware of any proposals other than the election of directors
and, possible, a proposal to adjourn the meeting, to be brought before the
Annual Meeting. Should any other proposal be brought before the Annual Meeting,
the vote required for approval of that proposal would be as prescribed by the
Company's charter or bylaws or by applicable law. Generally, approval of a
proposal would require the votes of a majority of the shares of common stock
represented at the Annual Meeting and entitled to vote on the matter. Should
other proposals be brought before the Annual Meeting, the persons named on the
WHITE Annual Meeting proxy card will vote the Proxy in accordance with the
direction of a majority of the directors present at the meeting.

DEFC14A 8th Page of 21 TOC 1st Previous Next ↓Bottom Just 8th
Proxy Procedures

Shareholders are urged to mark, sign and date the enclosed WHITE Annual
Meeting proxy card and return it in the envelope provided in time to be voted at
the Annual Meeting. Execution of the WHITE Annual Meeting proxy card will not
affect your right to attend the Annual Meeting and to vote in person. Any proxy
may be revoked at any time prior to the Annual Meeting by delivering a written
notice of revocation or a later dated proxy to D. F. King & Co., Inc. or to the
Secretary of the Company or by voting in person at the Annual Meeting. Only your
latest dated proxy for the Annual Meeting will count, and any later dated proxy
will have the effect of revoking any previously executed proxies.

Only holders of record as of the close of business on the record date of
October 15, 2001 will be entitled to vote at the Annual Meeting. If you were a
shareholder of record on the record date, you may vote your shares at the Annual
Meeting even if you have sold your shares after the record date. Accordingly,
please vote the shares held by you on the record date, or grant a proxy to vote
those shares, on the WHITE Annual Meeting proxy card, even if you have sold your
shares after the record date.

If any of your shares are held in the name of a brokerage firm, bank, bank
nominee or other institution on the record date, only it can vote those shares
and it can vote those shares only upon receipt of your specific instructions.
Accordingly, please contact the person responsible for your account and instruct
that person to execute on your behalf the WHITE Annual Meeting proxy card.

Where you indicate a choice on your WHITE Annual Meeting proxy card, your
shares will be voted as specified. If you indicate no choice, your shares will
be voted FOR the Immucor Slate and the authorization of Immucor proxies to vote
on a proposal to adjourn the Annual Meeting, in order to provide more time to
solicit proxies to elect the Immucor Slate and against a proposal to adjourn the
annual meeting to provide more time to solicit proxies to elect directors other
than those comprising the Immucor Slate, provided that you have signed and dated
the WHITE Annual Meeting proxy card.

Any Proxy given pursuant to this solicitation may be revoked prior to the
Meeting by delivering an instrument revoking it, by delivering a duly executed
Proxy bearing a later date to the Secretary of the Company or by voting in
person at the Annual Meeting. If a Proxy is properly completed and returned by
the shareholder in time to be voted at the Annual Meeting and is not revoked
prior to the vote, it will be voted at the Meeting in the manner specified
therein. If the Proxy is returned but no choice is specified therein, it will be
voted "FOR" the election to the Board of Directors of all the nominees listed
below under "ELECTION OF DIRECTORS," (or any substitute nominee designated by
the Board).

DEFC14A 9th Page of 21 TOC 1st Previous Next ↓Bottom Just 9th
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number of shares of Common Stock of
Immucor beneficially owned by each director, certain executive officers, and by
each person known to the Company to own more than 5% of the outstanding shares
of Common Stock, and by all of the executive officers and directors of the
Company as a group. No member of the Immucor Slate owns of record any shares of
Common Stock of Immucor that such person does not also own beneficially. The
information provided is as of October 11, 2001 except where indicated.

[Download Table]

Name of Beneficial Owner Amount and Nature
(and address for those of Beneficial Percent
owning more than five percent) Ownership of (1) of Class(1)
------------------------------ ---------------- -----------

Edward L. Gallup 216,357 (2) 3.0%

Ralph A. Eatz 294,526 (2) 4.1%

Dr. Gioacchino De Chirico 124,250 (3) 1.7%

Steven C. Ramsey 44,625 (4) *

Patrick D. Waddy 299,264 (5) 4.1%

Didier L. Lanson 15,000 (6) *

Daniel T. McKeithan 54,778 (7) *

Joseph E. Rosen 11,000 (8) *

Kairos Partners, LP 819,770 (9) 11.6%
Kairos Partners GP, LLC 819,770 (9) 11.6%
Aim High Enterprises, Inc. 819,770 (9) 11.6%
600 Longwater Dr., Suite 204
Norwell, MA 02061

Dimensional Fund Advisors, Inc. 715,562 (10) 9.8%
1299 Ocean Ave. 11th Floor
Santa Monica, CA 90401-1038

All directors and executive officers 1,059,800 (11) 14.6%
as a group (eight persons)

* less than 1%.

(1) Pursuant to Rule 13-3(d)(1) of the Securities Exchange Act of 1934, the
persons listed are deemed to beneficially own shares of the Company's
Common Stock if they have a right to acquire such stock within the next
sixty days, such as by the exercise of stock options, and any such common
stock not presently outstanding shall be deemed to be outstanding for the
purpose of computing the percentage of outstanding securities of the class
owned by such person but shall not be deemed to be outstanding for the
purpose of computing the percentage of the class owned by any other person.

(2) Includes for Messrs. Gallup and Eatz an option to acquire 60,000 shares at
an exercise price of $6.00, an option to acquire 18,750 shares at an
exercise price of $9.69, and an option to acquire 27,500 shares at an
exercise price of $9.38.

DEFC14A 10th Page of 21 TOC 1st Previous Next ↓Bottom Just 10th
(3) Includes a currently exercisable option to acquire 15,000 shares of Common
Stock at an exercise price of $6.00, an option to acquire 60,000 shares of
Common Stock at an exercise price of $6.00, an option to acquire 18,750
shares of Common Stock at an exercise price of $9.69, and an option to
acquire 27,500 shares at an exercise price of $9.38.

(4) Includes a currently exercisable option to acquire 22,500 shares at $8.38
per share, a currently exercisable option to acquire 5,625 shares at $9.69
per share and an option to acquire 11,500 shares at an exercise price of
$9.38.

(5) Includes 201,139 5-year warrants at an exercise price of $12.00 and 50,000
10-year warrants at an exercise price of $11.98 issued in connection with
the acquisition of Dominion Biologicals Limited, a currently exercisable
option to acquire 5,625 shares at $9.69 per share, and an option to acquire
11,500 shares at an exercise price of $9.38.

(6) Includes a currently exercisable option to acquire 10,000 shares at $6.00
per share and an option to acquire 5,000 shares at $12.38 per share.

(7) Includes a currently exercisable option to acquire 5,000 shares at $12.38
per share.

(8) Includes a currently exercisable option to acquire 7,500 shares at $8.88
per share and a currently exercisable option to acquire 1,500 shares at
$12.38 per share.

(9) A group consisting of Kairos Partners, LP; Kairos Partners GP, LLC; and Aim
High Enterprises, Inc. reported in an amendment filed September 14, 2001 to
its Schedule 13D that it may be deemed to beneficially own 819,770 shares,
or 11.3% of Immucor's outstanding shares. Specifically, the group stated
that Kairos Partners, LP has sole power to vote and to dispose of 819,770
shares of Common Stock, representing 11.3% of the outstanding Common Stock.
Kairos Partners GP, LLC, by virtue of being the general partner of Kairos
Partners, LP, may be deemed to have shared power to vote and to dispose of
819,770 shares of Common Stock, representing 11.3% of the outstanding
Common Stock. Aim High Enterprises, Inc., by virtue of its control of
Kairos Partners GP, LLC, may be deemed to have shared power to vote and to
dispose of 819,770 shares of Common Stock, representing 11.3% of the
outstanding Common Stock. According to a preliminary proxy statement filed
with the SEC on October 5, 2001, this group has increased its ownership
level to 841,370 shares, or approximately 11.6% of Immucor's outstanding
shares of common stock.

(10) Dimensional Fund Advisors, Inc. (DFA) reported in a Schedule 13G dated
February 2, 2001, that in its capacity as an investment adviser may be
deemed to beneficially own 715,562 shares or 9.8% of the Company, which are
held of record by clients of DFA. DFA indicated that it had the sole power
to vote or to dispose of 715,562 shares.

(11) The business address of each incumbent member of the Board of Directors is
in care of Immucor, Inc., 3130 Gateway Drive, P.O. Box 5625, Norcross,
Georgia 30091-5625.

DEFC14A 11th Page of 21 TOC 1st Previous Next ↓Bottom Just 11th
Purchases and Sales by Immucor Slate During the Preceding Two Years

The following table shows all purchases and sales of Immucor's Common Stock by
the Immucor Slate during the preceding two years.

[Download Table]

Nominee Date Number of Shares Purchase or Sale

Edward L. Gallup none

Ralph A. Eatz none

Dr. Gioacchino De Chirico 1/17/01 3,000 purchase

Daniel T. McKeithan 10/11/99 3,750 purchase
4/7/00 10,000 purchase
2/21/01 900 purchase
2/22/01 100 purchase

Joseph E. Rosen none

Didier L. Lanson none

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors conducts its business through meetings of the Board
and through committees established in accordance with the Company's Bylaws. The
Board of Directors has established an Audit Committee which has the
responsibility of reviewing the Company's financial statements with management
and the independent auditors prior to the publication of such statements and
determining that all audits and examinations required by law are performed.
Messrs. McKeithan, Lanson and Papesh were members of the Company's Audit
Committee that was responsible for the Company's audited financial statements
for the fiscal year ended May 31, 2001. Mr. Papesh recently resigned from the
Board of Directors and Mr. Rosen was appointed to the Audit Committee. The Board
of Directors has also established a Stock Option Committee, which has the
authority to grant stock options to employees from time to time and to
administer the Company's various stock plans. Messrs. Gallup, Eatz, and Rosen
are members of the Company's Stock Option Committee. Dr. Smith also was a member
of the Company's Stock Option Committee until his resignation on September 18,
2001. The Stock Option Committee may not grant options to any of the Company's
Executive Officers without the approval of the Compensation Committee. The
Compensation Committee established by the Board is responsible for setting the
annual compensation of the Company's executive officers. The Compensation
Committee consists of Messrs. McKeithan, Lanson and Rosen. The Board of
Directors selected Mr. Rosen to replace Mr. Papesh on the Compensation Committee
following the resignation from the Board of Directors by Mr. Papesh on October
1, 2001. The Board does not have a standing nominating committee.

The Board of Directors met eleven times, the Audit Committee met eight
times, the Compensation Committee met once, and the Stock Option Committee met
five times during the fiscal year ended May 31, 2001. Each Director attended at
least 75% of the total of all meetings of the Board of Directors and any
committee on which he served.

Audit Committee

The Audit Committee was comprised of Daniel T. McKeithan, Didier L. Lanson,
and G. Bruce Papesh, all of which are independent directors within the meaning
of Rule 4200(a)(14) National Association of Securities Dealers' ("NASD") listing
standards. Mr. Papesh resigned his membership of the Board of Directors on
October 1, 2001 and was replaced on the Audit committee by Mr. Rosen, who also
is an independent director within the meaning of such rule. The Audit Committee
has adopted a written charter, and a copy of such charter was included as an
appendix to last year's proxy statement.

DEFC14A 12th Page of 21 TOC 1st Previous Next ↓Bottom Just 12th
Report of the Audit Committee

The audit committee oversees the Company's financial reporting process on
behalf of the board of directors. Management has the primary responsibility for
the financial statements and the reporting process including the system of
internal controls. In fulfilling its oversight responsibilities, the committee
reviewed the audited financial statements in the Annual Report with management
including a discussion of the quality, not just the acceptability, of the
accounting principles, the reasonableness of significant judgments, and the
clarity of disclosures in the financial statements.

The committee reviewed with the independent auditor, who is responsible for
expressing an opinion on the conformity of those audited financial statements
with generally accepted accounting principles, their judgments on the quality,
not just the acceptability, of the Company's accounting principles and such
other matters as are required to be discussed with the committee under generally
accepted auditing standards. In addition, the committee has discussed with the
independent auditor the auditor's independence from management and the Company
including the matters in the written disclosures required by the Independence
Standards Board.

The committee discussed with the Company's internal audit representative
and independent auditors the overall scope and plans for their respective
audits. The committee meets with the internal audit representative and
independent auditors, with and without management present, to discuss the
results of their examinations, their evaluations of the Company's internal
controls, and the overall quality of the Company's financial reporting.

The Audit Committee has reviewed and discussed the audited financial
statements with management. The audit committee has discussed with the
independent auditors the matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards, AU ss. 380), as may be
modified or supplemented. The audit committee has received the written
disclosures and the letter from the independent accountants required by
Independence Standards Board Standard No. 1 (Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees), as may be
modified or supplemented, and has discussed with the independent accountant the
independent accountant's independence.

In reliance on the reviews and discussions referred to above, the committee
recommended to the board of directors (and the board has approved) that the
audited financial statements be included in the Annual Report on Form 10-K for
the year ended May 31, 2001 for filing with the Securities and Exchange
Commission. The committee and the board have also recommended, and, if needed,
subject to shareholder approval, the selection of the Company's independent
auditor.

Daniel T. McKeithan, Audit Committee Chair
G. Bruce Papesh, Audit Committee Member
Didier L. Lanson, Audit Committee Member

September 13, 2001

DEFC14A 13th Page of 21 TOC 1st Previous Next ↓Bottom Just 13th
Compensation Committee Interlocks and Insider Participation

The Compensation Committee has responsibility for determining the types and
amounts of executive compensation, including setting the number of stock options
that can be granted to executive officers as a group. Daniel T. McKeithan and
Didier L. Lanson are the members of the Compensation Committee. In addition, G.
Bruce Papesh was a member of the Compensation Committee until his resignation
from the Board of Directors on October 1, 2001. The Stock Option Committee
determines the number of shares to be granted to individual executive officers.
Messrs. Gallup, Eatz, and Rosen are members of the Company's Stock Option
Committee. Dr. Smith also was a member of the Company's Stock Option Committee
until his resignation on September 18, 2001. The Company's Chief Financial
Officer, Mr. Ramsey, attends the meetings of the Compensation Committee at the
request of the Board of Directors. Neither Mr. McKeithan, Mr. Papesh, Mr.
Lanson, Mr. Rosen nor Dr. Smith are, nor have they ever been, officers or
employees of the Company. Edward L. Gallup and Ralph A. Eatz are the founders of
the Company, have been directors and executive officers of the Company since its
inception, and each of them participates in decisions on all stock options
granted.

During the last fiscal year, no executive officer of the Company served
either as: (1) a member of the compensation committee (or other board committee
performing equivalent functions or, in the absence of any such committee, the
entire board of directors) of another entity, one of whose executive officers
served on the compensation committee (or other board committee performing
equivalent functions or, in the absence of any such committee, the entire board
of directors) of the Company; (2) a director of another entity, one of whose
executive officers served on the compensation committee (or other board
committee performing equivalent functions or, in the absence of any such
committee, the entire board of directors) of the Company; or (3) a member of the
compensation committee (or other board committee performing equivalent functions
or, in the absence of any such committee, the entire board of directors) of
another entity, one of whose executive officers served as a director of the
Company.

Certain Relationships and Related Transactions

On June 6, 2000 Edward L. Gallup, President and CEO of Immucor, Inc.
entered into a loan agreement with Immucor, Inc. to borrow up to $400,000 in
order to meet margin calls related to loans made by brokerage companies. The
Company made the loan because it believed that certain benefits would accrue to
the Company and its shareholders if such margin calls were satisfied by some
means other than having those shares sold by the broker. The loan is payable on
demand by the Company and bears interest at the rate charged paid by the Company
under the Company's loan agreement with its principal lender (which presently is
the Prime Rate plus 0.5%). The amount of principal outstanding from Mr. Gallup
on October 11, 2001 is $358,000, and is secured by 105,000 Immucor shares.

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Executive Compensation.

The following table sets forth the compensation earned by the Company's
Chief Executive Officer and all of the Company's other executive officers for
services rendered in all capacities to the Company for the last three fiscal
years.

SUMMARY COMPENSATION TABLE

[Enlarge/Download Table]

Long Term
Compensation
Annual Compensation Awards
----------------------------------------------- ---------------
Securities
Name and Other Annual Underlying
Principal Position Year Salary Bonus (1) Compensation (2) Options (3)
------------------------------------- ------- ---------- ------------------- ------------------ ---------------

Edward L. Gallup 2001 $225,008 $ 0 $40,626 -
Chairman of the Board, President 2000 218,743 4,875 44,053 -
And Chief Executive Officer 1999 206,601 55,209 29,609 80,000

Ralph A. Eatz 2001 218,562 3,511 32,306 -
Director and Senior Vice 2000 212,316 5,482 32,061 -
President - Operations 1999 200,579 55,177 20,830 80,000

Dr. Gioacchino De Chirico (4) 2001 205,746 - 16,624 -
President, Immucor Italia, S.r.l. 2000 197,833 - 16,624 -
and
Director of European Operations 1999 175,565 - 13,100 80,000

Steven C. Ramsey (5) 2001 181,712 3,449 2,500 -
Vice President - Chief Financial 2000 179,649 4,342 2,000 -
Officer and Secretary 1999 178,946 - - 30,500

Patrick Waddy 2001 78,000 - -
President of Dominion Biologicals 2000 81,505 4,075 2,500 -
Limited and European Finance 1999 69,260 25,719 2,500 30,500
Director

(1) Represents amounts the Company contributed to the 401(k) retirement plan on
behalf of the named executive officers. Also includes in 1999 a bonus for
Mr. Gallup and Eatz of $50,000 and Mr. Waddy of $22,256.

(2) Includes the value of life insurance premiums and an allowance for
automobile expenditures for each of the above named executive officers as
follows: For 2001 - for Mr. Gallup, Eatz, De Chirico, Ramsey and Waddy,
life insurance premiums of $31,026, $22,706, $7,024, $2,500 and $0
respectively, and an allowance for automobile expenditures for Mr. Gallup,
Eatz and Dr. De Chirico of $9,600 each. For 2000 - for Mr. Gallup, Eatz, De
Chirico, Ramsey and Waddy, life insurance premiums of $34,453, $22,460,
$7,024, $2,000 and $2,500 respectively, and an allowance for automobile
expenditures for Mr. Gallup, Eatz and Dr. De Chirico of $9,600 each. For
1999 - for Mr. Gallup, Eatz, De Chirico and Waddy, life insurance premiums
of $20,009, $11,230, $3,500 and $2,500 respectively, and an allowance for
automobile expenditures for Mr. Gallup, Eatz and Dr. De Chirico of $9,600
each.

(3) Includes stock options granted for each of the above named officers as
follows: For 2001 and 2000 - No options were granted to executive officers
during the fiscal year. For 1999 - for Mr. Gallup, Eatz, and Dr. De Chirico
25,000 shares each and 7,500 shares for Mr. Ramsey and Waddy under the 1995
Stock Option Plan to purchase shares of the Company's Common Stock at an
exercise price of $9.6875. 50% of the options are exercisable beginning
July 31, 2000, and 25% per year thereafter. For Mr. Gallup, Eatz, and Dr.
De Chirico 55,000 shares each and 23,000 shares for Mr. Ramsey and Waddy
under the 1998 Stock Option Plan to purchase shares of the Company's Common
Stock at an exercise price of $9.375. 50% of the options are exercisable
beginning April 9, 2001, and 25% per year thereafter.

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(4) For 1999 - includes a bonus of $50,000 for Dr. De Chirico, which is
included in the column, Annual Compensation--Salary.

(5) For 1999 - includes a bonus of $8,000 for Mr. Ramsey, which is included in
the column Annual Compensation--Salary. Mr. Ramsey assumed the position of
Vice President and Chief Financial Officer in April 1998.

Option Holdings

The table below presents information concerning option exercises during the past
fiscal year and the value of unexercised options held as of the end of the
fiscal year by each of the individuals listed in the Summary Compensation Table.

[Enlarge/Download Table]

FISCAL YEAR-END OPTION VALUES

Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-the-Money Options at
May 31, 2001 May 31, 2001 (1)
------------ ----------------
Exercisable Exercisable
Unexercisable Unexercisable
------------------------------ -----------------------------

Edward L. Gallup
100,000 40,000 0 0
Ralph A. Eatz
100,000 40,000 0 0
Dr. Gioacchino De Chirico
115,000 40,000 0 0
Steven C. Ramsey
37,750 22,750 0 0
Patrick Waddy
266,389 15,250 0 0

(1) Based on the amount that the closing price exceeds the exercise price for
the Common Stock at the end of the fiscal year (May 31, 2001). None of the
stock option exercise prices exceeded the May 31, 2001 closing price of
$2.55, as reported by NASDAQ. Consequently there was no value related to
these stock options.

Employment Contracts, Termination of Employment and Change of Control
Arrangements

The Company has in effect employment agreements (the "Agreements") with
five of its executive officers. The Company entered into written employment
agreements with Edward L. Gallup and Ralph A. Eatz on October 13, 1998. Each
agreement is for a five-year term and automatically renews for a five-year term,
unless sooner terminated. The agreements provide base salaries for Mr. Gallup
and Mr. Eatz of $219,668 and $213,243, respectively. The agreements also contain
covenants prohibiting Mr. Gallup and Mr. Eatz from disclosing confidential
information and from competing with the Company, both during and for specified
periods after the termination of their employment.

The agreements with Mr. Gallup and Mr. Eatz obligate the Company to make
certain payments to them in certain circumstances if their employment is
terminated. If the Company terminates the employment of Mr. Gallup or Mr. Eatz
"without cause", then Mr. Gallup or Mr. Eatz would continue to be compensated at
a rate equal to their average annual compensation (that is, their base salary
plus their average bonus over the last two years) for the remainder of the five
year period as renewed, and such amounts would be paid over such period of time
rather than in a lump sum. "Cause" is defined in the agreements generally to
include dishonesty, embezzlement, continuing inability or refusal to perform
reasonable duties assigned to him, and moral turpitude. If the Company
terminates the employment of Mr. Gallup or Mr. Eatz within two years after a
change of control, or if Mr. Gallup or Mr. Eatz terminate their own employment
within 60 days after a change of control, then the Company instead must pay Mr.
Gallup or Mr. Eatz a lump sum equal to five times their average annual
compensation, plus certain additional amounts to compensate Mr. Gallup or Mr.
Eatz if such payments subject Mr. Gallup or Mr. Eatz to a federal excise tax

DEFC14A 16th Page of 21 TOC 1st Previous Next ↓Bottom Just 16th
under Section 4999 of the Internal Revenue Code. The Company's agreement to
compensate these executives in connection with a change of control is designed
to secure for the Company such executives' full time and attention to negotiate
the best deal for the Company and its shareholders in the event of a change of
control without such executives being distracted by the effects of such change
of control upon their own financial interest.

The Company has in effect an employment agreement with Dr. Gioacchino De
Chirico entered into on December 31, 1993. The Agreement renews for a period of
five years from each anniversary date unless sooner terminated based upon sales
performance of Immucor Italia, S.r.l. The Company may only terminate the
employment agreement "for cause", as defined in the agreement. If the Company
terminates the employment of the Employee "without cause", the Employee would
receive his base annual salary for the remainder of the five year period as
renewed upon such termination. On October 13, 1998 the Company entered into a
Severance Agreement with Dr. De Chirico which clarifies the rights and
obligations of the parties in the event of a change of control. If the Company
terminates the employment of Dr. De Chirico within two years after a change of
control, or if he terminates his own employment within 60 days after a change of
control, then the Company instead must pay Dr. De Chirico a lump sum equal to
five times his average annual compensation. Dr. De Chirico has agreed to refrain
from competition with Immucor Italia, S.r.l. following the termination of the
agreement for a period of two years if he is terminated without cause, and for a
period of four years if he is terminated for cause or if he voluntarily
terminates the agreement.

The Company has in effect an employment agreement with Mr. Steven C. Ramsey
entered into on October 13, 1998 which clarifies the rights and obligations of
the parties in the event of a change of control. If the Company terminates the
employment of Mr. Ramsey within two years after a change of control, or if he
terminates his own employment within 60 days after a change of control, then the
Company instead must pay Mr. Ramsey a lump sum equal to two times his average
annual compensation. The Agreement renews for a period of twelve months from
each anniversary date unless sooner terminated. Mr. Ramsey has agreed to refrain
from competition with Immucor for a period of two years after his employment has
terminated and for any additional period that he is compensated by the Company.

The Company has in effect an employment agreement with Mr. Patrick Waddy
entered into on October 13, 1998 which clarifies the rights and obligations of
the parties in the event of a change of control. If the Company terminates the
employment of Mr. Waddy within two years after a change of control, or if he
terminates his own employment within 60 days after a change of control, then the
Company instead must pay Mr. Waddy a lump sum equal to two times his average
annual compensation. The Agreement renews for a period of twelve months from
each anniversary date unless sooner terminated. Mr. Waddy has agreed to refrain
from competition with Immucor for a period of two years after his employment has
terminated and for any additional period that he is compensated by the Company.

Compensation Committee Report

Executive Officer Compensation

Daniel T. McKeithan and Didier L. Lanson are the members of the
Compensation Committee of the Company's Board of Directors, which was formed on
November 10, 1992. In addition, G. Bruce Papesh was a member of the Compensation
Committee until his resignation from the Board of Directors on October 1, 2001.
The Board of Directors has chosen Joseph Rosen to replace Mr. Papesh on the
Compensation Committee.

The Compensation Committee annually determines the salary, incentive bonus
and other compensation to be provided to the Company's executive officers. The
Committee believes the Board must act on the shareholders' behalf when
establishing executive compensation programs, and the Committee has developed a
compensation policy which is designed to attract and retain qualified key
executive officers critical to the Company's overall long-term success. As a
result, the Committee develops a base salary, bonus incentive, and other
long-term incentive compensation plans for its executive officers.

Base Salary. The base salaries for the executive officers are governed by
the terms of their employment agreements. See "Employment Contracts, Termination
of Employment and Change of Control Arrangements" above. The employment
agreements contain the general terms of each officer's employment and establish

DEFC14A 17th Page of 21 TOC 1st Previous Next ↓Bottom Just 17th
the minimum compensation that such officers are entitled to receive, but do not
prohibit, limit or restrict these officers' ability to receive additional
compensation from the Company, whether in the form of base salary, bonus, stock
options or otherwise. In determining whether the base salaries of the executive
officers should be increased, the Committee considers numerous factors including
the qualifications of the executive officer and the amount of relevant
individual experience the executive officer brings to the Company, the financial
condition and results of operations of the Company, and the compensation
necessary to attract and retain qualified management.

The Compensation Committee awarded four percent (4%) increases in the base
salaries of the executive officers in August 1999, a four percent (4%) increase
in August 2000 and a no increase in August 2001.

Incentive Bonus. Each year the Compensation Committee recommends to the
Board of Directors an incentive cash bonus pool to be paid to the Company's
executive officers, as well as all other managers within the Company, based upon
the Company's operating results. The amount of the bonus pool varies from year
to year at the discretion of the Compensation Committee. A bonus in the amount
of $50,000 was paid to Messrs. Gallup and Eatz and Dr. De Chirico during fiscal
year ended May 31, 1999. No bonuses were paid to any executive officer in the
fiscal years ended May 31, 2000 and May 31, 2001.

Long-Term Incentives. The Company's stock option program is the Company's
primary long-term incentive plan for executive officers and other key employees.
The Compensation Committee reviews the financial performance of the Company,
such as increases in income from operations and earnings per share, in
determining whether options should be granted, the number of options to be
granted, and the number of options that can be granted to executive officers as
a group. The Stock Option Committee then determines the number of shares to be
granted to individual executive officers. In this way, the long-term
compensation of executive officers and other key employees are aligned with the
interests of the Company's shareholders. As a result, each key individual is
provided a significant incentive to manage the Company's performance from the
perspective of an owner of the business with an equity stake. The number of
shares subject to each option grant is based upon the executive officer's
tenure, level of responsibilities and position within the Company. Stock options
are granted at market price and will only increase in value if the Company's
stock price increases. In addition, all stock option grants require various
periods of minimum employment beyond the date of the grant in order to exercise
the option. During 1995, the Company implemented the 1995 Stock Option Plan, a
broad based plan, and issued options to executive officers and other key
employees. No options were issued to executive officers in 1997. Stock options
were granted to Messrs. Gallup, Eatz, Ramsey and Waddy and Dr. De Chirico under
the 1995 Stock Option Plan and the 1998 Stock Option Plan during fiscal year
ended May 31, 1999. During the fiscal years ended May 31, 2000 and May 31, 2001
no Stock Options were granted to any executive officer.

Chief Executive Officer Compensation

No statistical criteria were used to establish the compensation of Mr.
Gallup, but rather his base salary, stock options and portion of the bonus pool,
if any, were subjectively determined taking into account that he was one of the
founders of the Company, has been Chairman of the Board of Directors, President
and Chief Executive Officer of the Company since 1982, and has worked in the
blood banking business for over 35 years. The Compensation Committee believes
the salary paid and the options granted to Mr. Gallup will help align his
interests with those of the Company and its shareholders. No bonus was earned
by, or options granted to, Mr. Gallup in fiscal years 2000 and 2001.

Section 162(m) of the Internal Revenue Code

Section 162(m) of the Internal Revenue Code limits, with certain
exceptions, the Company's corporate tax deduction for compensation paid to
certain officers of the Company to no more than $1,000,000 per executive per
year. Given the current level of compensation paid to the executive officers of
the Company, the Company has not needed to address Section 162(m).

Compensation Committee Members Stock Option Committee Members
Daniel T. McKeithan Edward L. Gallup
Didier L. Lanson Ralph A. Eatz
Joseph E. Rosen

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Performance Graph

The following performance graph compares the cumulative total shareholder
return on an investment of $100 in the Common Stock of the Company for the last
five fiscal years with the total return of the S & P 500 and a Peer Group Index
for the Company's last five fiscal years. With the acquisition of Gamma
Biologicals, Inc. during fiscal year ended May 31, 1999, the only other public
company engaged in the blood bank reagent business is Johnson & Johnson through
it's Ortho business unit. Due to the size and diversity of Johnson and Johnson
we do not believe it to be a true peer. For this reason the Peer Group Index was
changed in the proxy statement for the fiscal 2000 annual meeting of
shareholders to include Biopool International, Inc., Biosite Diagnostics, Inc.,
Hycor Biomedical, Inc. and Meridian Diagnostics, Inc.

[Enlarge/Download Table]

COMPARISON OF CUMULATIVE TOTAL RETURNS*

----------------------------------------------------------------
5/96 5/97 5/98 5/99 5/00 5/01

IMMUCOR, INC. (%) -26.80% -2.82% 43.48% -34.84% -68.37%
IMMUCOR, INC. ($) 100.00 73.20 71.13 102.06 66.50 21.03

S & P 500 (%) 29.41% 30.68% 21.03% 10.48% -10.55%
S & P 500 ($) 100.00 129.41 169.12 204.68 226.13 202.27

PEER GROUP (%) -30.63% 41.18% -29.95% 69.22% 84.38%
PEER GROUP ($) 100.00 69.37 97.94 68.61 116.09 214.05

ASSUMES INITIAL INVESTMENT OF $100 ON JUNE 1, 1995
*TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS
NOTE: TOTAL RETURNS BASED ON MARKET CAPITALIZATION

Compensation of Directors

Members of the Board of Directors, who are not also executive officers of
the Company, receive $500 per meeting and are reimbursed for all travel expenses
to and from meetings of the Board. In addition, the Company provides each of the
non-employee directors a grant of an option to purchase shares of the Company's
Common Stock upon their election as a director at the stock's then current fair
market value, and at the direction of the Board, they may receive additional
options. The amount of shares subject to the option is determined at the time of
the grant. During the fiscal year ended May 31, 2000 stock options to purchase
10,000 shares at an option price of $12.375 were granted to Messrs. Lanson,
McKeithan and Papesh and 3,000 shares at an option price of $12.375 were granted
to Mr. Rosen and Dr. Smith. Mr. Lanson holds an option to purchase 20,000
shares, Mr. Rosen holds an option to purchase 13,000 shares, each of Mr.
McKeithan and Mr. Papesh hold an option to purchase 10,000 shares, and Dr. Smith
holds an option to purchase 7,500 shares of the Company's Common Stock.

DEFC14A 19th Page of 21 TOC 1st Previous Next ↓Bottom Just 19th
Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 and regulations of the
Securities and Exchange Commission thereunder require the Company's executive
officers and directors and persons who own more than ten percent of the
Company's Common Stock, as well as certain affiliates of such persons, to file
initial reports of ownership and changes in ownership with the Securities and
Exchange Commission. Executive officers, directors and persons owning more than
ten percent of the Company's Common Stock are required by Securities and
Exchange Commission regulations to furnish the Company with copies of all
Section 16(a) reports they file. Based solely on its review of the copies of
such reports received by it and written representations that no other reports
were required for those persons, the Company believes that, during the fiscal
year ended May 31, 2001, all filing requirements applicable to its executive
officers, directors and owners of more than ten percent of the Company's Common
Stock were met.

INDEPENDENT AUDITORS

Ernst & Young LLP, Atlanta, Georgia, acted as the Company's independent
auditors for the fiscal year ended May 31, 2001. Representatives of Ernst &
Young LLP are expected to be present at the Meeting and will have the
opportunity to make a statement if they desire to do so and to respond to
appropriate questions. The Company has not yet selected anyone to act as the
Company's independent auditors for its fiscal year ending May 31, 2002. The
Board makes such a selection annually at an Audit Committee meeting at the end
of the calendar year.

AUDIT FEES

During the year ended May 31, 2001 the aggregate fees billed by Ernst &
Young LLP for the audit of the Corporation's financial statements including
reviews of the Corporation's interim quarterly financial statements were
approximately $403,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEE

There were no fees billed for professional services related to financial
information systems design and implementation for the year ended May 31, 2001.

OTHER FEES

The aggregate fees billed for all professional services rendered by Ernst &
Young LLP for the year ended May 31, 2001 other than those described in the
previous two paragraphs were approximately $122,000 (principally for tax
services). The Audit Committee considered whether the provision of these
services by Ernst & Young LLP was compatible with maintaining the independence
of Ernst & Young LLP and concluded that the fees for the provision of such
services were compatible with maintaining the independence of Ernst & Young LLP.

MISCELLANEOUS

The expenses of this solicitation, including the cost of preparing and
mailing this Proxy Statement, will be borne by the Company. Copies of
solicitation material may be furnished to banks, brokerage houses and other
custodians, nominees and fiduciaries for forwarding to the beneficial owners of
shares of the Company's Common Stock, and normal handling charges may be paid
for such forwarding service. In addition to solicitations by mail, directors,
executive officers, and one administrative assistant may solicit Proxies in
person or by telephone, e-mail, fax or in person. The Company has also engaged
D.F. King & Co., Inc., a professional proxy solicitation firm to assist it in
soliciting proxies. Immucor anticipates that D.F. King & Co. will employ
approximately 40 persons to solicit shareholders for the Annual Meeting. The
anticipated costs of this firm's services are $75,000 plus the cost of
reimbursement for certain expenses and plus an additional fee for each telephone

DEFC14A 20th Page of 21 TOC 1st Previous Next ↓Bottom Just 20th
inquiry fielded by the firm. Immucor also agreed to indemnify D.F. King & Co.
against certain liabilities and expenses, including liabilities and expenses
under the federal securities laws. The Company estimates that it will incur
expenses totaling $40,000 incidental to this solicitation of proxies including
expenditures for printing, postage, legal, accounting, financial advisers,
public relations, advertising and related expenses. To date, the Company has
incurred approximately $20,000 of such costs.

The Company will furnish without charge a copy of its Annual Report on Form
10-K filed with the Securities and Exchange Commission for the fiscal year ended
May 31, 2001, including financial statements and schedules thereto, to any
record or beneficial owner of its Common Stock as of the close of business on
October 15, 2001, who requests a copy of such report. Any request for the Form
10-K should be made in writing and addressed to: Steven C. Ramsey, Vice
President - Chief Financial Officer and Secretary, Immucor, Inc., 3130 Gateway
Drive, PO Box 5625, Norcross, GA 30091-5625. If the person requesting the Form
10-K was not a shareholder of record at the close of business on October 15,
2001, the request must include a representation that such person was a
beneficial owner of Common Stock of the Company on that date. A copy of any
exhibits to the Form 10-K will be furnished upon specific request and upon the
payment of the Company's expenses in furnishing such exhibits.

SHAREHOLDER PROPOSALS

Proposals of shareholders intended to be presented at the Company's 2002
annual meeting must be received by the Company no later than August 23, 2002 in
order to comply with the requirements of the Company's Bylaws regarding matters
to be considered at annual meetings, and by June 24, 2002 in order to be
considered for inclusion in the Company's Proxy Statement and form of Proxy for
that meeting. Management proxies appointed in the enclosed Proxy will be allowed
to use their discretionary voting authority with respect to any proposal
intended to be presented by a shareholder at the 2001 annual meeting for which
the shareholder did not timely seek inclusion in the Company's Proxy Statement
and form of Proxy for that meeting and which was not received by the Company by
September 11, 2001.

By Order of the Board of Directors

STEVEN C. RAMSEY,
Secretary

October 25, 2001

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Appendix A

REVOCABLE PROXY

Annual Meeting of Shareholders of Immucor, Inc. to be held November 30, 2001

The undersigned shareholder(s) of Immucor, Inc. (the "Company") hereby
appoints, constitutes and nominates Edward L. Gallup and Ralph A. Eatz, and each
of them, the attorney, agent and proxy of the undersigned, with individual power
of substitution, to vote all shares of the Company which the undersigned is
entitled to vote at the Annual Meeting of Shareholders to be held on Friday,
November 30, 2001, at 10:00 a.m., local time, at the Holiday Inn
Select-Peachtree Corners, 6050 Peachtree Industrial Blvd., Norcross, Georgia
30071, and any and all adjournments thereof, as fully and with the same force
and effect as the undersigned might or could do if personally present thereat,
as follows:

1. ELECTION OF DIRECTORS. To elect the following six people as directors as
follows: Ralph A. Eatz, Edward L. Gallup, Gioacchino De Chirico, Didier L.
Lanson, Daniel T. McKeithan, and Joseph E. Rosen to serve until the next
annual meeting and until their successors are duly elected and qualified.

[__] For All Nominees [__] For All Except [__] Against All Nominees

(Instructions: To withhold authority to vote for any nominee, mark the "For All
Except" box and strike a line through the nominee's name in the list provided
above. Any proxy card executed in such a manner as to not withhold authority to
vote for the election of any nominee shall be deemed to grant authority to vote
"For" such nominee.)

2. ADJOURNMENT: To Adjourn the Annual Meeting if the Board of Directors
determines that Immucor needs time to solicit more votes to elect the
nominees recommended by the Board of Directors of Immucor, and to oppose
any attempt to adjourn the meeting if the proposal to adjourn is made in
order to allow any other person time to solicit more votes to elect
nominees other than those recommended by the Board of Directors of Immucor.

[__] For [__] Against [__] Abstain

--------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED ABOVE. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THE
ABOVE-NAMED PROXIES AT THE DIRECTION OF A MAJORITY OF THE DIRECTORS PRESENT AT
THE MEETING.
--------------------------------------------------------------------------------

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED
PRIOR TO ITS USE. Should the undersigned be present and elect to vote at the
Meeting or at any adjournment thereof and after notification to the Secretary of
the Company at the Meeting of the shareholder's decision to terminate this
proxy, then the power of said attorneys and proxies shall be deemed terminated
and of no further force or effect. This proxy may also be revoked by sending
written notice to the Secretary of the Company at the address set forth on the
Notice of Annual meeting of Shareholders, or by the filing of a properly
completed proxy that is later dated, prior to a vote being taken on a particular
proposal at the Meeting. The undersigned acknowledges receipt from the Company
prior to the execution of this proxy of a Notice of the Meeting and a proxy
statement dated October 25, 2001.

Dated: _________________, 2001 [__] Check Box if You Plan
to Attend Meeting

------------------------------ ------------------------------
PRINT NAME OF SHAREHOLDER PRINT NAME OF SHAREHOLDER

------------------------------ ------------------------------
SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER

Please sign exactly as your name appears on this card. When joint tenants
hold shares, both should sign. When signing as attorney-in-fact, executor,
administrator, trustee, guardian, corporate officer or partner, please give full
title as such. If a corporation, please sign in corporate name by President or
other authorized officer. If a partnership, please sign in partnership name by
authorized person.

To vote in accordance with the Board of Director recommendations, just sign
and date this proxy; no boxes need to be checked.

--------------------------------------------------------------------------------
Please complete and date this proxy and return it promptly in the enclosed
postage-prepaid envelope.
--------------------------------------------------------------------------------

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEFC14A’ Filing	Date	First	Last	Other Filings

	8/23/02	20
	6/24/02	20
	5/31/02	19		10-K, 4, 4/A, DEF 14A
	11/30/01	2	21	10-Q
	10/25/01	2	21
Filed on:	10/24/01			DEFA14A
	10/15/01	2	20	10-Q
	10/11/01	9	13	PRE 14A
	10/5/01	10		PREC14A
	10/1/01	5	16
	9/18/01	5	13
	9/14/01	10		SC 13D/A
	9/13/01	12		10-K
	9/11/01	20
	5/31/01	11	20	10-K, 10-K/A, 5, NT 10-K, PRE 14A
	4/9/01	14
	2/2/01	10		SC 13G
	7/31/00	14
	6/6/00	13
	5/31/00	17	18	10-K405, 5, 5/A, DEF 14A
	4/1/00	5
	5/31/99	17	18	10-K405, 5, DEF 14A, PRE 14A
	10/13/98	15	16	DEF 14A
	6/1/95	18
	12/31/93	16
	11/10/92	16
				List all Filings

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Filing Submission 0000736822-01-500037 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Immucor Inc – ‘DEFC14A’ on 10/24/01 re: Immucor Inc

On: Wednesday, 10/24/01 · Accession #: 736822-1-500037 · File #: 0-14820

Definitive Proxy Solicitation Material — Contested Solicitation — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

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