UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
þ
Filed by a Party other than the Registrant
o
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
Allied Healthcare Products, Inc.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1) Title of each class of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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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.
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(1) Amount previously paid:
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(4) Date filed:
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October 8, 2007
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of
Stockholders which will be held at the Corporate Headquarters of
Allied Healthcare Products, Inc., 1720 Sublette, St. Louis,
Missouri 63110 at 9:00 a.m., Central Time, on Thursday,
November 8, 2007. On the following pages you will find the
formal Notice of Annual Meeting and Proxy Statement.
Whether or not you plan to attend the meeting in person, it is
important that your shares be represented and voted at the
meeting. Accordingly, please date, sign and return the enclosed
proxy card promptly.
We hope that you will attend the meeting and look forward to
seeing you there.
Sincerely,
John D. Weil
Chairman of the Board
Earl R. Refsland
Chief Executive Officer
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
Thursday, November 8, 2007
To the Stockholders of
Allied Healthcare Products, Inc.:
The Annual Meeting of Stockholders of Allied Healthcare
Products, Inc., a Delaware corporation (the
Company), will be held at the Corporate Headquarters
of Allied Healthcare Products, Inc., 1720 Sublette,
St. Louis, Missouri 63110 on Thursday, November 8,
2007 at 9:00 a.m., Central Time, for the following purposes:
(1) To elect five directors to serve until the next Annual
Meeting of Stockholders or until their successors are elected
and qualified;
(2) To transact such other business as may properly come
before the meeting or any adjournment thereof.
The foregoing items of business are more fully described in the
Proxy Statement accompanying this Notice.
Only stockholders of record at the close of business on
October 1, 2007 are entitled to notice of and to vote at
the meeting. A list of stockholders of the Company at the close
of business on October 1, 2007 will be available for
inspection during normal business hours from October 22 through
November 8, 2007 at the offices of the Company at 1720
Sublette Avenue, St. Louis, Missouri 63110 and will also be
available at the meeting.
By Order of the Board of Directors,
Daniel C. Dunn
Vice President Finance, Chief Financial
Officer
Secretary & Treasurer
St. Louis, Missouri
October 8, 2007
PLEASE FILL OUT, DATE AND SIGN THE ENCLOSED FORM OF
PROXY AND RETURN IT IN THE ACCOMPANYING POSTAGE PAID ENVELOPE,
EVEN IF YOU PLAN TO ATTEND THE MEETING. YOU MAY REVOKE YOUR
PROXY IN WRITING, OR AT THE ANNUAL MEETING IF YOU WISH TO VOTE
IN PERSON.
TABLE OF
CONTENTS
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page
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i
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Q:
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Why am I receiving these materials?
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A:
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The Board of Directors provides you these materials so that you
may cast your vote knowledgeably on the matters being considered
at the annual meeting of stockholders of Allied Healthcare
Products, Inc.. The meeting will take place on November 8,
2007.
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Q:
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What information is contained in this Proxy Statement?
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A:
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The information in this Proxy Statement relates to the election
of directors at the annual meeting, the voting process, our
corporate governance, the compensation of our directors and most
highly paid executive officers, and other required disclosures.
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Q:
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What is the record date and what does it mean?
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A:
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The Board has set October 1, 2007, as the record date for
the annual meeting. Holders of our Common Stock at the close of
business on the record date are entitled to receive notice of
the meeting and to vote at the meeting. If you purchase Common
Stock after the record date, you may vote those shares only if
you receive a proxy to do so from the person who held the shares
on the record date.
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Q:
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What am I voting on?
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A:
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The only matter to be voted upon this year is the election of
our Board of Directors. Common stockholders may also vote on any
other matter that is properly brought before the meeting.
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Q:
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Who are the nominees for directors?
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A:
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We have five directors who are standing for election. We
describe each director briefly in this Proxy Statement.
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Q:
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How does the Board recommend I vote?
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A:
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Our Board recommends that you vote your shares FOR
each of the nominees to the Board.
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Q:
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What is the proxy card for?
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A:
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By completing and signing the proxy card, you authorize the
individuals named on the card to vote your shares for you. If
you grant a proxy, the person(s) named as proxy holder(s) will
also have the discretion to vote your shares on any other matter
properly presented for a vote at the meeting. If for any
unforeseen reason a director nominee is not available to serve,
the persons named as proxy holders may vote your shares for
another nominee. The proxy holders for this years annual
meeting are Earl R. Refsland and Daniel C. Dunn.
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Q:
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How many shares must be present or represented to conduct
business at the annual meeting?
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A:
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A majority of the outstanding shares of our Common Stock must be
present in person or represented by proxy in order to have a
quorum to conduct business at the annual meeting. Shares voted
as withheld will be counted as present for purposes
of determining the presence of a quorum.
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Q:
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How are votes counted?
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A:
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In the election of directors, you may vote FOR all
of the nominees or your vote may be WITHHELD for
some or all of the nominees.
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Q:
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What is the voting requirement to elect the directors?
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A:
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The election of directors at the Annual Meeting will be
determined on the basis of the five candidates receiving the
highest pluralities of votes cast at the Annual Meeting.
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Q:
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What happens if additional matters are presented at the
annual meeting?
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A:
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We are not aware of any business other than the election of
directors to be acted upon at the annual meeting. If you grant a
proxy, the person(s) named as proxy holder(s) will have the
discretion to vote your shares on any additional matters
properly presented for a vote at the meeting.
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Q:
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What is the difference between a stockholder of
record and a street name holder?
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A:
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If your shares are registered directly in your name with our
stock transfer agent, American Stock Transfer and
Trust Company, you are considered a stockholder of record
and the beneficial owner of those shares. As a stockholder of
record, you have the right to grant your voting proxy directly
to Allied Healthcare, or to vote in person at the meeting. If
your shares are held in a stock brokerage account or by a bank,
you are still considered the beneficial owner of those shares,
but your shares are said to be held in street name.
Only stockholders of record may vote in person at the meeting.
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Q:
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How do I vote if my shares are held in street
name?
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A:
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If your shares are held in street name, you will receive a form
from your broker or bank seeking instruction as to how your
shares should be voted.
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Q:
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What should I do if I receive more than one proxy card?
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A:
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It is important that you complete, sign, and date each proxy
card and each voting instruction card that you receive because
they represent different shares.
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Q:
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What if I submit a proxy card and then change my mind as to
how I want to vote?
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A:
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If you are a stockholder of record, you may change your vote by
granting a new proxy bearing a later date, by providing our
Secretary with written notice of revocation of your proxy, or by
attending the meeting and casting your vote in person. To change
your vote for shares you hold in street name, you will need to
follow the instructions in the materials your broker or bank
provides you.
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Q:
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Where can I find the voting results of the annual meeting?
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A:
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Since the only matter expected to be voted upon is the election
of directors in an uncontested meeting for which proxies are
solicited in accordance with Rules of the Securities and
Exchange Commission (SEC), no announcement of
results or specific vote tallies is expected. If other matters
are voted upon or if a nominee other than the director
candidates named herein is elected, we will issue a press
release and the details of the voting will be set forth in our
quarterly report on
Form 10-Q
to the SEC for the fiscal quarter ending December 31, 2007.
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Q:
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Whom may I call with questions about the annual meeting?
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A:
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For information about your stock ownership, or for other
stockholder services, please contact Shareholder Relations, at
314-771-2400,
extension 604. For information about the meeting itself, please
contact Daniel C. Dunn, our Secretary, at
314-771-2400.
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iii
ALLIED
HEALTHCARE PRODUCTS, INC.
1720 Sublette Avenue
ST. Louis, Missouri 63110
ANNUAL
MEETING OF STOCKHOLDERS
Thursday, November 8, 2007
SOLICITATION
AND REVOCATION OF PROXIES
The Board of Directors of Allied Healthcare Products, Inc., a
Delaware corporation (the Company), is sending you
this Proxy Statement to solicit proxies for use at the Annual
Meeting of Stockholders (the Annual Meeting) to be
held at 9:00 a.m., Central Time, Thursday, November 8,
2007, or at any adjournment thereof, for the purposes set forth
herein and in the accompanying Notice of Annual Meeting of
Stockholders. The Annual Meeting will be held at the Corporate
Headquarters of Allied Healthcare Products, Inc., 1720 Sublette,
St. Louis, Missouri 63110. You may revoke this proxy at any
time prior to its exercise by delivering to the Company a
written notice of revocation or a duly executed proxy bearing a
later date or by attending the Annual Meeting and voting in
person.
This proxy material is first being sent to stockholders on or
about October 8, 2007.
OUTSTANDING
SHARES AND VOTING RIGHTS
Stockholders of record at the close of business on Monday,
October 1, 2007 are entitled to notice of and to vote at
the Annual Meeting. As of the close of business on that date,
there were outstanding and entitled to vote
7,883,577 shares of common stock, $.01 par value
(Common Stock), each of which is entitled to one
vote. No cumulative voting rights exist under the Companys
Amended and Restated Certificate of Incorporation. For
information regarding the ownership of the Companys Common
Stock by holders of more than five percent of the outstanding
shares and by the management of the Company, see Security
Ownership of Certain Beneficial Owners and Management.
For purposes of determining the presence of a quorum and
counting votes on the matters presented, shares represented by
abstentions and broker non-votes (described below)
will be counted as present, but not as votes cast, at the Annual
Meeting. Under Delaware law and the Companys By-laws, the
election of directors at the Annual Meeting will be determined
on the basis of the five candidates receiving the highest
pluralities of votes cast at the Annual Meeting. Any other
matters submitted for consideration at the Annual Meeting
requires the affirmative vote of the holders of a majority of
the Companys Common Stock represented and voting at the
Annual Meeting for approval. Proxies submitted by brokers that
do not indicate a vote for some of the proposals because the
brokers dont have discretionary voting authority and
havent received instructions from the beneficial owners on
how to vote on those proposals are called broker
non-votes. Whether brokers have discretionary voting
authority in the absence of explicit grants of such authority by
their customers is governed by regulations of stock exchanges of
which the brokers are members or by applicable state law. The
Company does not believe that broker non-votes will
materially affect any matter expected to be presented at the
meeting.
The Companys Board of Directors is comprised of a single
class. The directors are elected at the Annual Meeting of the
Stockholders of the Company and each director elected holds
office until his or her successor is elected and qualified. The
Board currently consists of five members. The stockholders will
vote at the 2007 Annual Meeting for the election of five
directors for the one-year term expiring at the Annual Meeting
of Stockholders in 2008. There are no family relationships among
any directors or executive officers of the Company.
The persons named in the enclosed proxy will vote for the
election of the nominees named below unless authority to vote is
withheld. All nominees have consented to serve if elected. In
the event that any of the nominees should be unable to serve,
the persons named in the proxy will vote for such substitute
nominee or nominees as they,
in their discretion, shall determine. The Board of Directors has
no reason to believe that any nominee named herein will be
unable to serve.
The Board of Directors recommends voting FOR each of
the nominees named below.
The following material contains information concerning the
nominees for election as Directors.
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Name of Nominee
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Age
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Principal Occupation
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Director Since
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Judith T. Graves
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60
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Retired
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February 2004
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Joseph E. Root
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Attorney
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October 2006
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William A. Peck
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Director, Center for Health Policy, School of Medicine,
Washington University, St. Louis, Missouri
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April 1994
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Earl R. Refsland
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64
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President and Chief Executive Officer of the Company,
St. Louis, Missouri
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September 1999
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John D. Weil
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66
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Private Investor
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August 1997
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Except as set forth below, each of the nominees has been engaged
in his principal occupation described above during the past five
years.
Ms. Graves retired as the Assistant Director for
Administrative Services and Controller to the Board of
Commissioners of the Saint Louis Art Museum. Prior to assuming
expanded responsibilities, Ms. Graves had been the
Museums Director of Finance and Controller to the Board of
Commissioners since 1984.
Mr. Root is an attorney and has been of counsel to the
Haynes Beffel & Wolfeld LLP firm in Half Moon Bay,
California, since September 2005. Mr. Root practices in the
field of intellectual property, technology and patent law. From
2002 until joining Haynes Beffel & Wolfeld, he
assisted in establishing the intellectual property department of
SAP based in Palo Alto, California, and as Senior IP Counsel to
SAP AG. SAP AG, a NYSE listed company, is a German
headquartered, worldwide leader in enterprise management
software. During the 2000 to 2002 period, Mr. Root served
as general counsel and corporate secretary to two affiliate
public companies: Fidelity National Information Systems and
Micro General Corp. From 1995 until 2000 he was General Counsel
of Marquip, Inc. in Phillips, Wisconsin. Prior to those
positions he served as an attorney specializing in intellectual
property litigation and technology matters with Johnson
Controls, Inc., RJR-Nabisco, Inc. and in private practice with
New York offices of the Bryan Cave and Kenyon & Kenyon
firms.
Dr. Peck is currently serving as the Wolff Distinguished
Professor at Washington University and Director of the Center
for Health Policy. From 1993 to June 2003, Dr. Peck served
as Executive Vice Chancellor for Medical Affairs at Washington
University and from 1989 to June 2003, Dean of the School of
Medicine at Washington University, St. Louis, Missouri.
Mr. Refsland has served as President and Chief Executive
Officer of the Company since September 1999. From February 1999
to January 2000, Mr. Refsland served as Director and
Chairman of the Board of Andros Technologies. From May 1995 to
March 1998, Mr. Refsland served as President and CEO of
Photometrics Limited. Mr. Refsland previously served as
Chief Executive Officer and member of the Board of Directors of
Allied Healthcare Products, Inc. from 1986 to 1993.
Mr. Weil has served as President of Clayton Management Co.
since 1973. Mr. Weil currently serves as a director of Pico
Holdings, Inc and Baldwin & Lyons, Inc. Mr. Weil
also serves as a member of the Board of Trustees of Washington
University, St. Louis, Missouri, and as Commissioner of the
St. Louis Art Museum.
If you
sign and return the proxy form and do not specify otherwise, we
will vote your shares for the election of the five nominees
listed above.
Board of
Director Independence
The Board has determined that each of the current Directors and
the nominee standing for election is independent within the
meaning of Companys director independence standards, which
reflect the NASDAQ National Market (NASDAQ) director
independence standards, as currently in effect and as they may
be changed
2
from time to time. Furthermore, the Board has determined that
each of the members of each of the committees is independent
within the meaning of the Sarbanes-Oxley Act of 2002 (Audit
Committee) and the NYSE committee independence standards (Audit,
Compensation and Nominating/Corporate Governance Committees).
Board
Meetings Committees of the Board
The Board of Directors of the Company held four meetings during
the fiscal year ended June 30, 2007. The Board of Directors
presently maintains a Compensation Committee, an Audit Committee
and a Governance and Nominating Committee.
The Compensation Committee consists of Messrs. Weil, Root,
Peck and Madam Graves. This committee reviews and approves the
Companys executive compensation policy, administers the
Companys incentive compensation bonus plan and makes
recommendations concerning the Companys employee benefit
policies and stock option plans in effect from time to time. The
Compensation Committee held one meeting during the fiscal year
ended June 30, 2007. The Compensation Committee does not
have a charter, but in the course of performing its duties, the
committee adheres to the Companys Corporate Governance
Principles, a copy of which is available on the Companys
website: www.alliedhpi.com.
The Audit Committee consists of Messrs. Root, Peck and
Madam Graves. The Charter for the Audit Committee is available
on the Companys web site: www.alliedhpi.com. This
committee recommends engagement of the Companys
independent auditors and is primarily responsible for approving
the services performed by the Companys independent
auditors and for reviewing and evaluating the Companys
accounting principles and its systems of internal accounting
controls. The Audit Committee held three meetings during the
fiscal year ended June 30, 2007. The Board of Directors has
determined that nominees for director should meet all the
criteria that have been established by the Board of Directors
and the Nomination, Compensation and Governance Committee for
board membership and not just have certain specific qualities or
skills, like those that would qualify a nominee as an
audit committee financial expert. Accordingly, the
Board of Directors believes that it is not in the best interests
of the Company to nominate as a director someone who does not
have all the experience, attributes and qualifications sought.
The Audit Committee consists of three independent directors,
each of whom has been selected for the Audit Committee by the
Board of Directors based on its determination that they are
fully qualified to monitor the performance of management,
internal accounting operations and the independent public
accountants, and are fully qualified to monitor the disclosures
of the Company to the end that they fairly present its financial
condition and results of operations. Although one or more of the
members of the Audit Committee meets, in the Companys
opinion, the SEC definition of an audit committee
financial expert, the Board of Directors has decided not
to designate any one of them as such. In addition, the Audit
Committee has the ability on its own to retain other independent
public accountants or other consultants whenever it deems
appropriate. The Board of Directors believes that this is fully
equivalent to having an audit committee financial
expert on the Audit Committee.
The Governance and Nominating Committee consists of
Messrs. Weil, Root, Peck and Madam Graves. This committee
recommends nominees to fill vacancies on the Board of Directors.
The Governance and Nominating Committee did not hold a meeting
during the fiscal year ended June 30, 2007, but did act by
unanimous consent in connection with the addition of
Mr. Root to the Board of Directors in October of 2007. The
Governance and Nominating Committee will consider nominees
submitted by stockholders for inclusion on the recommended list
of nominees submitted by the Company and voted on at the Annual
Meeting of Stockholders in 2008 if such nominations are
submitted in writing to the Companys headquarters
Attention: Governance and Nominating Committee, no later than
June 1, 2008. The Governance and Nominating Committee does
not have a charter, but in the course of performing its duties,
the committee adheres to the Companys Corporate Governance
Principles, a copy of which is available on the Companys
website: www.alliedhpi.com.
Compensation
of Directors
Each director who is not an employee of the Company is entitled
to receive an annual fee of $15,000 for his services as a
director and additional fees of $1,000 for attendance at each
meeting of the Board of Directors and $350 for attendance at
each meeting of committees of the Board of Directors. The Audit
Committee Chairman is entitled to receive an additional annual
fee of $1,000. Directors are also entitled to reimbursement for
their expenses in attending meetings.
3
In 1995, the Companys stockholders approved and adopted
the 1995 Stock Option Plan for Directors (the
1995 Directors Plan) to the members of
the Board of Directors who are not employees of the Company or
any of its subsidiaries. The 1995 Directors Plan
granted options to directors on a formula basis at the time of
initial election to the board, for service on certain board
committees and for reelection to the board. Options outstanding
under the 1995 Directors Plan are subject to
adjustment in the event of a reorganization, merger,
consolidation, stock split, dividend payable in Common Stock,
split-up,
combination or other exchange of shares. The options are treated
as non-qualified options for federal income tax purposes such
that any value in the option is taxable as ordinary income as of
the date of exercise. The purchase price for shares of Common
Stock to be purchased upon the exercise of options is equal to
the last reported sales price per share of Common Stock on the
Nasdaq National Market on the date of grant (or the last
reported sales price on such other exchange or market on which
the Common Stock is traded from time to time).
As adopted, the 1995 Directors Plan was intended to
provide formula awards in accordance with certain
then-applicable exemptive rules of the SEC and is administered
by the Board of Directors, which may delegate administration
thereof to a committee of the Board. The
1995 Directors Plan expired in accordance with its
terms prior to the 2005 Annual Meeting of Stockholders. Options
generally expire ten years from date of grant and the expiration
of the 1995 Directors Plan had no impact on
outstanding options.
Pursuant to the express terms of the 1995 Directors Plan,
options to purchase 10,000 shares of Common Stock were
granted to each eligible director on the date such person is
first elected to the Board of Directors of the Company. An
option to purchase an additional 5,000 shares of Common
stock is granted to each eligible director on the date such
person is first elected to serve as Chairman of the Board of the
Company. These options may not be exercised for a period of two
years from the date of grant and thereafter become exercisable
on a cumulative basis in 25% increments beginning on the second
anniversary of the date of grant and concluding on the fifth
anniversary thereof.
In addition, the 1995 Directors Plan provided that options
to purchase 1,000 shares of Common stock were granted to
each eligible director on the date such person is re-elected to
the Board of Directors by the vote of the stockholders, at the
annual or other meeting at which directors are elected, and that
options to purchase 500 shares of Common Stock are granted
to each eligible director on the date such person is elected or
re-elected to serve as Chairman of a Committee maintained by the
Board of Directors from time to time. These options may not be
exercised for a period of one year from the date of grant and
thereafter are exercisable in full.
Following termination of the 1995 Directors Plan, the
Board adopted and the stockholders approved at the 2006 Annual
Meeting, the Allied Healthcare Products Inc. Incentive Stock
Plan for Non-Employee Directors (the
2005 Directors Plan). That Plan permits
the Board discretion in continuing formula stock option grants
on the basis used in the 1995 Directors Plan or
alternative forms of equity interests as discussed below.
Director
Compensation
The following table sets forth the compensation we paid to our
non-employee directors for their service in fiscal year 2007.
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Change in
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Pension Value
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option
|
|
|
Non-Equity
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
Fees Earned
|
|
|
Stock
|
|
|
Awards
|
|
|
Incentive Plan
|
|
|
Deferred
|
|
|
All Other
|
|
|
|
|
|
|
or Paid in
|
|
|
Awards
|
|
|
($)
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Total
|
|
Name
|
|
Cash($)
|
|
|
($)
|
|
|
[1]
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
Judith T. Graves
|
|
$
|
21,400
|
|
|
|
|
|
|
$
|
12,943
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
34,343
|
|
Joseph E. Root
|
|
$
|
14,950
|
|
|
|
|
|
|
$
|
5,843
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
20,793
|
|
William A. Peck
|
|
$
|
20,400
|
|
|
|
|
|
|
$
|
6,503
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
26,903
|
|
John D. Weil
|
|
$
|
20,400
|
|
|
|
|
|
|
$
|
5,143
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
25,543
|
|
Note 1: Reflects dollar value of option awards for
financial reporting purposes.
4
Indemnification
and Limitation of Liability
The Companys Amended and Restated Certificate of
Incorporation provides that the Companys directors are not
liable to the Company or its stockholders for monetary damages
for breach of their fiduciary duties, except under certain
circumstances, including breach of the directors duty of
loyalty, acts or omissions not in good faith or involving
intentional misconduct or a knowing violation of law or any
transaction from which the director derived improper personal
benefit. The Companys By-laws provide for the
indemnification of the Companys directors and officers, to
the full extent permitted by the Delaware General Corporation
Law. The company also has indemnification agreements with each
officer and director providing for contractual indemnification
substantially similar in scope to the provisions of the By-Laws.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
This section describes (i) people who beneficially own 5%
or more of our voting stock; and (ii) how much stock our
directors and executive officers own.
Voting
Stock Owned by 5% Beneficial Owners.
The following table sets forth information regarding all persons
known to the Company to be the beneficial owners of more than
five percent of the Companys Common Stock as of
August 31, 2007, based upon filings by such persons with
the SEC under applicable provisions of the federal securities
laws. As of the close of business on August 31, 2007, there
were 7,883,577 shares of Common Stock outstanding. Counting
each share only once, the aggregate number of shares of Common
Stock beneficially owned by the people in this table is
5,978,633 shares, or 76% of our outstanding Common Stock.
|
|
|
|
|
|
|
|
|
|
|
Shares Owned
|
|
|
Percent of
|
|
Name and Address of Beneficial Owner
|
|
Beneficially
|
|
|
Outstanding Shares
|
|
|
John D. Weil
|
|
|
3,094,414
|
(1)
|
|
|
39.2
|
%
|
200 North Broadway, Suite 825
St. Louis, MO 63102
|
|
|
|
|
|
|
|
|
Wells Fargo & Company
|
|
|
1,178,712
|
(2)
|
|
|
15.0
|
%
|
420 Montgomery Street
San Francisco, CA 94104
|
|
|
|
|
|
|
|
|
Dimensional Fund Advisors Inc.
|
|
|
497,507
|
(3)
|
|
|
6.3
|
%
|
1299 Ocean Avenue,
11
th
Floor
Santa Monica, Ca 90401
|
|
|
|
|
|
|
|
|
Earl R. Refsland
|
|
|
724,300
|
(4)
|
|
|
8.6
|
%
|
1720 Sublette
St. Louis, MO 63110
|
|
|
|
|
|
|
|
|
Royce & Associates, LLC
|
|
|
483,700
|
(5)
|
|
|
6.1
|
%
|
1414 Avenue of the Americas
New York, NY 10019
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Mr. Weil directly owns 13,250 shares (including
4,000 shares held in his IRA account) and is deemed to have
direct ownership of an additional 15,750 shares under
options, issued pursuant to the Companys Director Plans,
which were exercisable at August 31, 2007, or will become
exercisable within 60 days thereafter. Mr. Weils
spouse is the owner of 26,300 shares and his adult son is
the owner of 10,000 shares; Mr. Weil disclaims any
economic interest in such shares and the shares held by his son
are not included in the total set forth above. The remaining
3,039,114 shares reflected in the table are owned by
Woodbourne Partners L.P., a private investment partnership of
which Clayton Management Company is the general partner.
Mr. Weil is the sole director and stockholder of Clayton
Management Company and as such has sole voting and dispositive
power with respect to such shares.
|
|
(2)
|
|
Holdings reported on Form 13G as of January 31, 2007.
|
5
|
|
|
(3)
|
|
Holdings reported on Form 13G as of February 1, 2007.
|
|
(4)
|
|
Includes 542,000 shares deemed owned as a result of
exercisable options.
|
|
(5)
|
|
Holdings reported on Form 13G as of January 17, 2007.
|
Stock
Beneficially Owned by Management and Nominees.
The following table sets forth information regarding the
ownership of Common Stock of the Company for each director, each
executive officer named in the Summary Compensation Table and
all directors and executive officers as a group as of
August 31, 2007. As of the close of business on
August 31, 2007, there were 7,883,577 shares of Common
Stock outstanding. In computing the aggregate number of shares
and percentages owned by all directors and executive officers as
a group, which includes shares owned by persons not named in the
table, we counted each share only once.
|
|
|
|
|
|
|
|
|
|
|
Shares Owned
|
|
|
Percent of
|
|
Name and Address of Beneficial Owner
|
|
Beneficially
|
|
|
Outstanding Shares
|
|
|
Earl R. Refsland
|
|
|
724,300
|
(1)
|
|
|
8.6
|
%
|
Director and Chief Executive Officer
|
|
|
|
|
|
|
|
|
John D. Weil
|
|
|
3,094,414
|
(2)
|
|
|
39.2
|
%
|
Chairman of the Board of Directors
|
|
|
|
|
|
|
|
|
William A. Peck, M.D.
|
|
|
12,000
|
(3)
|
|
|
*
|
|
Director
|
|
|
|
|
|
|
|
|
Joseph E. Root
|
|
|
2,000
|
(4)
|
|
|
*
|
|
Director
|
|
|
|
|
|
|
|
|
Judith T. Graves
|
|
|
8,500
|
(5)
|
|
|
*
|
|
Director
|
|
|
|
|
|
|
|
|
Eldon P. Rosentrater
|
|
|
37,000
|
(6)
|
|
|
*
|
|
Vice President Administration/Corporate Planning
|
|
|
|
|
|
|
|
|
Daniel C. Dunn
|
|
|
31,306
|
(7)
|
|
|
*
|
|
Vice President Finance, Chief Financial Officer and
Secretary
|
|
|
|
|
|
|
|
|
Richard A. Setzer
|
|
|
7,500
|
(8)
|
|
|
*
|
|
Vice President Sales and Marketing
|
|
|
|
|
|
|
|
|
Robert B. Harris
|
|
|
7,500
|
(8)
|
|
|
*
|
|
Vice President Operations
|
|
|
|
|
|
|
|
|
All directors and executive officers as a group (9 persons)
|
|
|
3,924,520
|
|
|
|
46.0
|
%
|
|
|
|
*
|
|
Less than 1.00%.
|
|
(1)
|
|
Includes 542,000 shares deemed owned as a result of
exercisable options.
|
|
(2)
|
|
See footnote concerning Mr. Weils beneficial
ownership in preceding table.
|
|
(3)
|
|
Includes 12,000 shares deemed owned as a result of
exercisable options.
|
|
(4)
|
|
No shares deemed owned as a result of exercisable options.
|
|
(5)
|
|
Includes 8,000 shares deemed owned as a result of
exercisable options.
|
|
(6)
|
|
Includes 32,000 shares deemed owned as a result of
exercisable options.
|
|
(7)
|
|
Includes 30,000 shares deemed owned as a result of
exercisable options and 506 shares held in an independent
stock ownership program.
|
|
(8)
|
|
Includes 7,500 shares deemed owned as a result of
exercisable options.
|
6
This section provides information regarding the executive
officers of the Company who are appointed by and serve at the
pleasure of the Board of Directors:
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Position(s)
|
|
September 28, 2007
|
|
|
|
|
|
|
Earl R. Refsland
|
|
|
64
|
|
|
Director, President and Chief Executive Officer(1)
|
Richard A. Setzer
|
|
|
51
|
|
|
Vice President Sales and Marketing(2)
|
Eldon P. Rosentrater
|
|
|
53
|
|
|
Vice President Administration/Corporate
Planning(3)
|
Robert B. Harris
|
|
|
50
|
|
|
Vice President Operations(4)
|
Daniel C. Dunn
|
|
|
48
|
|
|
Vice President Finance, Chief Financial Officer
Secretary & Treasurer(5)
|
|
|
|
(1)
|
|
Mr. Refsland has been Director, President and Chief
Executive Officer of the Company since September, 1999.
|
|
(2)
|
|
Mr. Setzer has been Vice President Sales and
Marketing of the Company since November 1, 2005. He
previously held the position of Global Integration Manager for
the Health Imaging Division of Eastman Kodak from 2003 to 2005.
Prior to that time, Mr. Setzer held the position of Vice
President of Sales at Fuji Medical Systems USA from 2002 to 2003.
|
|
(3)
|
|
Mr. Rosentrater has been Vice
President-Administration/Corporate Planning of the Company since
March, 2003. He previously held the position of Vice
President Operations from October 1999 to 2003.
Prior to that time, Mr. Rosentrater held the positions of
Assistant to the President from 1998 to 1999; Director of
Information Technologies from 1995 to 1998; Director of Business
Development from 1993 to 1995 and Group Product Manager from
1989 to 1993.
|
|
(4)
|
|
Mr. Harris has been Vice President Operations
since July, 2006. He previously held the positions for Command
Medical Products, Inc. of Vice President Operations
from January 2002 to January 2006 and Director of Operations
from October 1999 to December 2001. Prior to that time,
Mr. Harris held the position of Plant Manager for Sherwood
Medical, a subsidiary of Tyco Healthcare from 1997 to 1999.
|
|
(5)
|
|
Mr. Dunn has been Vice President Finance, Chief
Financial Officer, Secretary and Treasurer since July, 2001. He
previously held the position of Director of Finance at MetalTek
International from 1998 to 2001. Prior to that time,
Mr. Dunn held the position of Corporate Controller at
Allied Healthcare Products, Inc. from 1994 to 1998.
|
7
COMPENSATION
DISCUSSION AND ANALYSIS
Compensation
Committee.
The Compensation Committee, composed entirely of non-employee
members of the Board of Directors, reviews, recommends and
approves changes to the Companys compensation policies and
program for the chief executive officer, other senior executives
and certain key employees. In addition to the delegated
authority in areas of compensation, the Committee administers
the Companys stock option plans and agreements and
recommends to the Board of Directors annual or other grants to
be made in connection therewith.
In the Committees discharge of its responsibilities, it
considers the compensation, primarily of the chief executive
officer and the Companys other executive officers, and
sets overall policy and considers in general the basis of the
levels of compensation of other key employees.
Policy
and Objectives.
Recognizing its role as a key representative of the
stockholders, the Committee seeks to promote the interests of
stockholders by attempting to align managements
remuneration, benefits and perquisites with the economic well
being of the Company. Basically, the Committee seeks the
successful implementation of the Companys business
strategy by attracting and retaining talented managers motivated
to accomplish these stated objectives. Since the achievement of
operational objectives should, over time, represent the primary
determinant of share price, the Committee links elements of
compensation of executive officers and certain key employees
with the Companys operating performance. In this way,
objectives under a variety of compensation programs should
eventually reflect the overall performance of the Company. By
adherence to the above program, the compensation process should
enhance stockholder value. The Committee attempts to be fair and
competitive in its views of compensation. Thus, rewards involve
both business and individual performance.
Components
of Compensation
The Company offers the following compensation and employee
benefits to those executive officers whose names appear in the
Summary Compensation Table on page 11 (our Named
Executive Officers or NEOs):
Base Salary.
Base salaries for the
chief executive officer, as well as other executive officers of
the Company, are determined primarily based on performance.
Generally, the performance of each executive officer is
evaluated annually and salary adjustments are based on various
factors including revenue growth, earnings per share
improvement, increases in cash flow, new product development,
market appreciation for publicly traded securities, reduction of
debt and personal performance. In addition, the Committee
compares salary data for similar positions in companies that
match the Companys size in sales and earnings and utilizes
such data as a factor in setting base salaries. Specific
reference is made to compensation market studies published by
Salaries.com. The Committee approves base salary adjustments for
the executive officers, including the chief executive officer.
Mr. Refslands Base Salary and
Changes.
Mr. Refslands
employment agreement calls for a minimum annual base salary of
$355,000 plus participation in incentive awards (in cash or
securities) as may be granted in the Boards discretion
upon recommendations or approvals by the Compensation Committee
of the Board of Directors. The Annual Salary may be increased in
future periods but may not be reduced below $355,000 without
Mr. Refslands consent.
For potential base salary changes for Mr. Refsland, the
Compensation Committee reviews Mr. Refslands
performance. The review includes, but is not necessarily limited
to, leadership competencies and other core values, executive
retention results, and other contributions toward achievement of
the Companys strategic plan and objectives. The Committee
also takes into account other considerations such as
Mr. Refslands base salary history and its
relationship to that of other NEOs, as well as the competitive
position of his base salary compared to the peer group. Except
in connection with the negotiation of his employment agreement,
8
Mr. Refsland has not had any direct input to the
Compensation Committee relative to increases in his base salary.
INCENTIVE
COMPENSATION.
General.
We provide our
executives with both short-term and long-term performance-based
incentive compensation opportunities in the form of both cash
and equity awards. We use the 1999 Incentive Stock Option Plan
(the Plan) to grant equity based awards in the form
of stock options. Officers and employees of the Company, its
subsidiaries and affiliates are eligible to participate in the
Plan.
Within 60 days after the start of the fiscal year, the
Compensation Committee establishes performance goals for the
NEOs and corresponding awards that may be earned as short-term
incentive compensation. After the completion of the relevant
performance period, the Committee determines whether the
applicable targets have been achieved and the amounts, if any,
payable to the NEOs. Performance goals are limited to certain
Company, affiliate, operating unit or division financial
performance measures. Performance goals may be expressed on an
absolute or relative basis, and may exclude certain items deemed
appropriate by the Committee.
Cash Incentive Compensation.
To
reward achievement of financial performance goals during the
fiscal year, the chief executive officer and other NEOs are
eligible for annual cash bonuses. The actual amount of incentive
compensation paid to each executive officer is predicated on an
assessment of each participants relative role in achieving
the annual financial objectives of the Company as well as each
such persons contributions of a strategic nature in
maximizing stockholder value.
We intend short-term annual incentive programs to help drive an
executives performance in a given year by focusing on key
goals. These goals are designed to maximize the results of their
efforts for the Company and are directly linked to implementing
the Companys strategic plan and objectives. Since we
regard the strategic plans goals to be confidential for
competitive reasons, specific individual goals are not
disclosed. Each goal has a threshold, target and exceptional
performance level and payment amount.
For each goal for other executives, the Compensation Committee
sets a threshold level of achievement, usually at
80-90%
of
target. For performance below threshold level for any goal,
there is no payment. For payment for performance between
threshold and target, we use straight-line interpolation to
establish the payment amount. We extend straight-line
interpolation from target through maximum to determine payment
for performance above target.
In August of each year, our CEO and the Vice President of
Administration and Corporate Planning, present proposed NEO
grids to the Committee for review and approval. After the
performance year is completed, the Committee, verifies the
internal computation for short-term annual cash incentives for
NEOs.
As indicated in the Non-Equity Incentive Plan
Compensation column of the Summary Compensation Table
found on page 12, no awards of cash incentive compensation
were earned or paid to our NEOs for fiscal year 2007.
Stock-Based Incentive Compensation.
The
Company has established a 1991 Employee Non-Qualified Stock
Option Plan, a 1994 Employee Stock Option Plan, and a 1999
Incentive Stock Option Plan (collectively the Employee
Plans). Our Employee Plans provide a long-term incentive
program for the chief executive officer, other executive
officers and certain other key employees. The basic objective of
these plans is the specific and solid alignment of executive and
stockholder interests by forging a direct relationship between
this element of compensation and the stockholders level of
return. These programs represent a desire by the Company to
permit executives and other key employees to obtain an ownership
position and a proprietary interest in the Companys Common
Stock. Awards under the Plan are generally made to executive
staff upon hiring and are reviewed periodically, but not
annually, thereafter. Awards under the Plan are intended to
provide a longer term incentive to performance.
Please see the Option Awards column of the Summary
Compensation Table found on page 11, and the columns
related to equity awards of the Grants of Plan-Based Awards
Table found on page 12, and the entire Outstanding Equity
Awards as of June 30, 2007 table found on page 13 for
more information on the stock based portion of incentive
compensation we pay to our NEOs.
9
POST-TERMINATION
COMPENSATION AND BENEFITS.
We maintain a qualified 401(k) savings plan for most salaried
employees. Subject to a maximum the IRS sets annually ($15,500
for calendar 2007), participants in our 401(k) savings plan may
contribute between 1% and 60% of their compensation to their
savings plan accounts. The Companys contribution consists
of a match of participants contributions, currently 2% (on
the first 8% of the employees contribution), and an
additional 2% on the participants annual compensation. All
contributions vest immediately. At termination, the vested
balances under a qualified 401(k) saving plan become available
to the terminated participant.
An executive must be employed with the Company at the time the
measurement is made for the receipt of any incentive awards. An
executive who terminates employment prior to the measurement
date for an award (other than for retirement) forfeits all
rights to the award. For executives who terminate employment
prior to retirement age, unvested grants of stock options are
forfeited.
The Company has entered into agreements with Mr. Refsland
and other key executives, including the NEOs, granting them
payments upon a change of control of the Company. These
arrangements are intended to promote stability and continuity of
senior management. Information on applicable payments under such
agreements for NEOs is contained under the heading
Severance and Change in Control Benefits on
page 14.
We believe these programs further our goal of attracting and
retaining top executive talent, and serve to encourage
executives to make long-term career commitments to us.
Compensation
Policies and Practices.
Equity Award Grants.
We set the grant
date of any award made by the Company to be the date of the
Board meeting at which such award was approved, and the grant
price to be the closing price of the relevant class of our
common stock on the grant date. We do not have a program, plan
or practice of timing equity award grants in conjunction with
the release of material non-public information. We have never
re-priced or back-dated options granted under any of our equity
compensation plans.
Compensation Recoupment; Adjustments Based on Prior
Awards.
Inasmuch as our cash incentive
compensation program does not include a deferred payment
feature, we do not have a policy that requires the adjustment or
recovery of awards or payments made to our executive officers if
the performance measures on which such awards or payments were
based are restated or otherwise adjusted in a manner that would
reduce the size of an award or payment.
Perquisites and Employee Benefits.
We
provide our NEOs with certain employee benefits that are
generally available to all salaried employees including
Company-paid group term life insurance equal to two times annual
cash compensation excluding bonuses, Company contributions up to
4% to a 401(k) savings plan, medical and dental plans. In
addition, we provide certain of our NEOs with a Company-leased
automobile, including automobile insurance, with a total lease
value that varies by executive level. We believe these benefits
further our goal of attracting and retaining top executive
talent. For more detail on these benefits, please see the
All Other Compensation column of the Summary
Compensation Table found on page 11.
Compensation
Committee Report.
We, the Compensation Committee of the Board of Directors of
Allied Healthcare Products, Inc., have reviewed and discussed
with Company management the Compensation Discussion and Analysis
set forth above, and based upon such review and discussion, have
recommended to the Board of Directors that the Compensation
Discussion and Analysis be included in this Proxy Statement.
Compensation Committee
Judy T. Graves
William A. Peck
Joseph E. Root
John D. Weil
10
ADDITIONAL
INFORMATION WITH RESPECT TO COMPENSATION INTERLOCKS AND INSIDER
PARTICIPATION IN COMPENSATION DECISIONS
None of the members of the Companys Compensation Committee
(i) were, during the fiscal year, an officer or employee of
the Company; (ii) were formerly an officer or employee of
the Company; or, (iii) had any relationship requiring
disclosure by the Company as Certain Relationships and Related
Transactions. The Companys Code of Conduct sets forth the
Companys policies concerning transactions with directors,
officers and employees. The Code of Conduct can be found at our
website: www.alliedhpi.com.
None of the executive officers of the Company served as a member
of a compensation committee of any entity whose executive
officers or directors served on the Compensation Committee of
the Company.
Summary
Compensation Table
The following table shows the compensation paid to the
Companys NEOs for the fiscal year ended
June 30, 2007.
|
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|
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|
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|
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|
|
|
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|
|
Change in
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
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|
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|
|
Pension
|
|
|
|
|
|
|
|
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|
|
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|
|
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|
|
Value and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
Deferred
|
|
|
All
|
|
|
|
|
Name & Principal
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
Plan
|
|
|
Compensation
|
|
|
Other
|
|
|
Total
|
|
Position
|
|
Year
|
|
|
Salary($)(1)
|
|
|
Bonus
|
|
|
Awards
|
|
|
Awards(2)
|
|
|
Compensation
|
|
|
Earnings
|
|
|
Compensation(3)
|
|
|
Compensation
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
(i)
|
|
|
(j)
|
|
|
Earl R. Refsland
President and Chief Executive Officer
|
|
|
2007
|
|
|
$
|
354,637
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
31,319
|
(2)
|
|
$
|
385,956
|
|
Daniel C. Dunn
Vice President Finance and Chief Financial Officer
|
|
|
2007
|
|
|
$
|
159,808
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
20,271
|
|
|
$
|
180,079
|
|
Eldon P. Rosentrater
Vice President Administration / Corporate Planning
|
|
|
2007
|
|
|
$
|
149,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
7,274
|
|
|
$
|
157,024
|
|
Richard A. Setzer
Vice President Sales and Marketing
|
|
|
2007
|
|
|
$
|
181,461
|
|
|
$
|
9,000
|
|
|
|
|
|
|
$
|
26,476
|
|
|
$
|
8,196
|
|
|
|
|
|
|
$
|
22,855
|
|
|
$
|
247,988
|
|
Robert B. Harris
Vice President Operations
|
|
|
2007
|
|
|
$
|
143,077
|
|
|
|
|
|
|
|
|
|
|
$
|
16,449
|
|
|
|
|
|
|
|
|
|
|
$
|
43,411
|
|
|
$
|
202,937
|
|
|
|
|
(1)
|
|
Includes amounts deferred under the 401(k) feature of the
Companys Retirement Savings Plan.
|
|
(2)
|
|
In accordance with FAS 123R, stock option expense is based
on the grant date fair value of the options awarded, with the
fair value determined using the Black-Scholes option-pricing
model. For the 2007 valuation, the Black-Scholes model assumed
an expected option term of 6.2 years, an expected
volatility of 41%, a risk free interest rate of 4.7% and no
dividend yield.
|
|
|
|
Please see Note 2 on page 38 of the Companys
2007 annual report to shareholders regarding employee
stock-based compensation.
|
|
(3)
|
|
All Other Compensation in the Summary Compensation Table above
includes the following components:
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other Compensation
|
|
|
|
Fiscal Year 2007
|
|
|
|
401k Match /
|
|
|
Life / Disability
|
|
|
Car
|
|
|
|
|
|
Tax
|
|
|
Total Other
|
|
Name
|
|
Contribution
|
|
|
Insurance
|
|
|
Allowance
|
|
|
Relocation
|
|
|
Gross-ups
|
|
|
Compensation
|
|
|
Earl R. Refsland
|
|
$
|
9,328
|
|
|
$
|
8,039
|
|
|
$
|
4,837
|
|
|
|
|
|
|
$
|
9,115
|
|
|
$
|
31,319
|
|
Daniel C. Dunn
|
|
$
|
6,392
|
|
|
$
|
774
|
|
|
$
|
7,352
|
|
|
|
|
|
|
$
|
5,753
|
|
|
$
|
20,271
|
|
Eldon P. Rosentrater
|
|
$
|
5,388
|
|
|
$
|
1,104
|
|
|
$
|
|
|
|
|
|
|
|
$
|
782
|
|
|
$
|
7,274
|
|
Richard A. Setzer
|
|
$
|
7,619
|
|
|
$
|
883
|
|
|
$
|
12,885
|
|
|
|
|
|
|
$
|
1,468
|
|
|
$
|
22,855
|
|
Robert B. Harris
|
|
$
|
3,011
|
|
|
$
|
234
|
|
|
|
|
|
|
$
|
40,000
|
|
|
$
|
166
|
|
|
$
|
43,411
|
|
In August, 2007, annual base salaries of the NEOs were increased
to the following respective levels: Mr. Refsland, $380,000;
Mr. Dunn, $176,000; Mr. Setzer, $195,000;
Mr. Harris, $170,000; and Mr. Rosentrater, $157,500.
Grants of
Plan-Based Awards
The following table sets forth the individual Plan-Based awards
for each of the NEOs during fiscal year 2007. The exercise or
base price of any equity-based award was equal to the fair
market value of the shares on the date of grant, as determined
by the Board of Directors.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All
|
|
Other
|
|
|
|
Grant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
Option
|
|
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Awards:
|
|
Exercise
|
|
Fair
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
Number of
|
|
or Base
|
|
Value of
|
|
|
|
|
Estimated Future Payouts
|
|
|
|
|
|
|
|
Number of
|
|
Securities
|
|
Price of
|
|
Stock
|
|
|
|
|
Under Non-Equity
|
|
Estimated Future Payouts
|
|
Shares of
|
|
Underlying
|
|
Option
|
|
and
|
|
|
Grant
|
|
Incentive Plan Awards
|
|
Under Equity Incentive Plan Awards
|
|
Stock or
|
|
Options
|
|
Awards
|
|
Option
|
Name
|
|
Date
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Units (#)
|
|
(#)
|
|
($/sh)
|
|
Awards
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|
(k)
|
|
(l)
|
|
Earl R. Refsland
|
|
|
8/28/06
|
(1)
|
|
$
|
30,000
|
|
|
$
|
60,000
|
|
|
$
|
300,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel C. Dunn
|
|
|
8/28/06
|
(1)
|
|
$
|
10,000
|
|
|
$
|
20,000
|
|
|
$
|
100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eldon P. Rosentrater
|
|
|
8/28/06
|
(1)
|
|
$
|
10,000
|
|
|
$
|
20,000
|
|
|
$
|
100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard A. Setzer
|
|
|
8/28/06
|
(2)
|
|
$
|
0
|
|
|
$
|
100,000
|
|
|
$
|
200,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert B. Harris
|
|
|
8/28/06
|
(1)
|
|
$
|
10,000
|
|
|
$
|
20,000
|
|
|
$
|
100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
$
|
5.18
|
|
|
$
|
75,600
|
|
|
|
|
8/28/06
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Grant of potential cash payment was pursuant to Allied
Healthcare Products, Inc. Cash Incentive Plan. No awards were
earned for the year ended June 30, 2007.
|
|
(2)
|
|
Grant of potential cash payment was pursuant to Allied
Healthcare Products, Inc. Cash Incentive Plan. $8,196 was earned
for the year ended June 30, 2007.
|
|
(3)
|
|
Grant of stock options were pursuant to Allied Healthcare
Products, Inc. 1999 Incentive Stock Plan.
|
12
Outstanding
Equity Awards at Fiscal Year-End
The following table sets forth the outstanding equity awards as
of June 30, 2007 for each NEO.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
Market
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
or Payout
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Value of
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unearned
|
|
|
Unearned
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Shares,
|
|
|
Shares,
|
|
|
|
|
|
|
Number of
|
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
Shares or
|
|
|
Market
|
|
|
Units or
|
|
|
Units
|
|
|
|
Number of
|
|
|
Securities
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Units of
|
|
|
Value of
|
|
|
Other
|
|
|
or Other
|
|
|
|
Securities
|
|
|
Underlying
|
|
|
Securities
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Shares of
|
|
|
Rights
|
|
|
Rights
|
|
|
|
Underlying
|
|
|
Unexercised
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
that
|
|
|
Stock
|
|
|
That
|
|
|
That
|
|
|
|
Unexercised
|
|
|
Options
|
|
|
Unexercised
|
|
|
Option
|
|
|
|
|
|
Have
|
|
|
That
|
|
|
Have
|
|
|
Have
|
|
|
|
Options
|
|
|
(#)
|
|
|
Unearned
|
|
|
Exercise
|
|
|
Option
|
|
|
Not
|
|
|
Have
|
|
|
Not
|
|
|
Not
|
|
|
|
(#)
|
|
|
Unexercisable
|
|
|
Options
|
|
|
Price
|
|
|
Expiration
|
|
|
Vested
|
|
|
Not
|
|
|
Vested
|
|
|
Vested
|
|
Name
|
|
Exercisable
|
|
|
(1)
|
|
|
(#)
|
|
|
($)
|
|
|
Date
|
|
|
(#)
|
|
|
Vested ($)
|
|
|
(#)
|
|
|
($)
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
(i)
|
|
|
(j)
|
|
|
Earl R. Refsland
|
|
|
542,000
|
|
|
|
|
|
|
|
|
|
|
$
|
2.00
|
|
|
|
9/7/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel C. Dunn
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
|
$
|
3.40
|
|
|
|
11/13/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eldon P. Rosentrater
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
$
|
7.25
|
|
|
|
2/9/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
|
$
|
3.35
|
|
|
|
4/9/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard A. Setzer
|
|
|
7,500
|
|
|
|
22,500
|
|
|
|
|
|
|
$
|
5.25
|
|
|
|
11/16/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert B. Harris
|
|
|
|
|
|
|
30,000
|
|
|
|
|
|
|
$
|
5.18
|
|
|
|
8/28/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Options become exercisable in four equal installments each year
beginning on the first anniversary of the grant date.
|
All options to purchase shares of the Companys stock held
by the NEOs or by Directors of the Company have been issued
pursuant to stock option plans submitted for approval by the
Companys Shareholders. The Company does not maintain any
stock option or similar compensatory plan not approved by the
Companys Shareholders.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares of
|
|
|
|
Number of Shares of
|
|
|
|
|
|
Common Stock
|
|
|
|
Common Stock to be
|
|
|
Weighted Average Exercise
|
|
|
Remaining Available for
|
|
|
|
Issued Upon Exercise of
|
|
|
Price of Outstanding
|
|
|
Future Issuance Under
|
|
|
|
Outstanding Options,
|
|
|
Options, Warrants and
|
|
|
Equity Compensation
|
|
Plan Category
|
|
Warrants and Rights
|
|
|
Rights
|
|
|
Plans
|
|
|
Equity compensation plans approved by stockholders
|
|
|
732,750
|
|
|
$
|
2.72
|
|
|
|
448,000
|
|
Equity compensation plans not approved by stockholders
|
|
|
none
|
|
|
|
none
|
|
|
|
none
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
732,750
|
|
|
$
|
2.72
|
|
|
|
448,000
|
|
Option
Exercises and Stock Vested
No options were exercised by any of the NEOs during the fiscal
year ended June 30, 2007. The Company did not have
outstanding any restricted stock awards subject to vesting
during the year ended June 30, 2007.
Nonqualified
Deferred Compensation
The Company does not have any non-qualified deferred
compensation arrangements with any NEO.
Executive
Employment Agreement
On March 16, 2007, the Company entered into an Employment
Agreement with Mr. Refsland. The agreement replaced
Mr. Refslands previous agreement.
13
The agreement provides that Mr. Refsland will serve as
President and Chief Executive Officer for an initial term of
three years, which term will be automatically renewed and
extended for successive one year periods thereafter unless
either Mr. Refsland or the Company gives notice of no
renewal not less than 30 days prior to any such renewal.
The agreement may be terminated by the Company in the event of
Mr. Refslands death or disability or unilaterally
with or without Cause (as defined).
Severance
and Change of Control Benefits
MR.
REFSLANDS AGREEMENT
In the event of a termination of Mr. Refslands
employment without cause (or in the event that Mr. Refsland
terminates employment with Good Reason (as defined
in the agreement)), Mr. Refsland is entitled to continued
compensation at his then annual salary for two years and with
entitlement continuation of fringe benefits during that period.
Good Reason generally includes changes in the scope
of his duties or location of employment but also includes
(i) the Companys written election not to renew the
Employment Agreement and (ii) certain voluntary
resignations by Mr. Refsland following a Change of
Control as defined in the Agreement. A Change of
Control means
(a) the acquisition by a person other than Clayton
Management Company (or any other person or entity controlled by
or under common control with John D. Weil or by a trustee or
personal representative designated by said John D. Weil) of
beneficial ownership of more than fifty percent (50%) of the
outstanding common stock of the Company (as beneficial ownership
is determined under Section 13(d) of the Securities
Exchange Act); or
(b) a merger or consolidation with another company or
entity (regardless of whether the Company of another entity is
the surviving or resulting entity of such merger or
consolidation) other than a merger or consolidation in which
immediately upon giving effect to such merger or consolidation,
the persons who were holders of the common stock of the Company
immediately prior thereto continue to be the holders of at least
sixty percent (60%) of the surviving or resulting entity; or
(c) a sale of all or substantially all the assets and
operations of the Company to a successor entity.
CHANGE OF
CONTROL BENEFITS FOR OTHER NEOS.
In addition to Mr. Refslands employment agreement, on
March 16, 2007, the Company has entered into agreements
with Messrs. Dunn, Rosentrater, Setzer, and Harris, all of
whom remain at will employees, providing that in the event of
such a Change of Control (as defined above) and in the further
event such officers employment is terminated by the
Company or any successor or is voluntarily terminated by the
executive as the result of a change in the scope or location of
the officers duties, then such officer shall be entitled
to receive a lump sum payment of one years salary (net of
required withholding) in lieu of any other severance applicable
to such termination.
14
FIVE
YEAR PERFORMANCE GRAPH
The following graph compares the cumulative
5-year
total
return attained by shareholders on Allied Healthcare Products,
Inc.s common stock relative to the cumulative total
returns of the NASDAQ Composite index, and a customized peer
group of four companies that includes: Chad Therapeutics Inc,
Criticare Systems Inc, Invacare Corp. and Respironics Inc. An
investment of $100 (with reinvestment of all dividends) is
assumed to have been made in our common stock, in the peer
group, and the index on
6/30/2002
and its relative performance is tracked through
6/30/2007.
COMPARISON
OF 5 YEAR CUMULATIVE TOTAL
Among
Allied Healthcare Products, Inc.,
The NASDAQ Composite And A Peer Group
* $100 invested on
6/30/02
in
stock or index-including reinvestment of Fiscal year ending
June 30.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legend
|
Symbol
|
|
|
|
6/02
|
|
6/03
|
|
6/04
|
|
6/05
|
|
6/06
|
|
6/07
|
|
|
|
|
|
Allied Healthcare Products, Inc.
NASDAQ Composite
Peer Group
|
|
|
100.00
100.00
100.00
|
|
|
|
82.28
109.91
98.79
|
|
|
|
118.46
139.04
146.81
|
|
|
|
113.16
141.74
167.81
|
|
|
|
133.67
155.82
137.79
|
|
|
|
153.03
191.32
155.08
|
|
|
|
15
Audit
Committee Report
The following is the report of the Audit Committee of the Board
of Directors of the Company. The information contained in this
report shall not be deemed to be soliciting material
or to be filed with the Securities and Exchange
Commission, nor shall such information be incorporated by
reference into any future filing under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as
amended, except to the extent that the Company specifically
incorporates it by reference in such filing.
On behalf of the Board of Directors, the Audit Committee
monitors the Companys financial reporting processes and
internal controls, as well as the Companys relationship
with its independent accountants and the performance of such
accountants. All of the members of the Audit Committee are
independent directors, and the Chairman of the Audit Committee
has been determined to have the expertise to serve as chairman
by the Corporate Governance Committee. The Board of Directors
has adopted a charter for the Audit Committee, which can be
accessed under the Corporate Financial section on the
Companys website.
Management has the primary responsibility for preparation of the
Companys financial reports, the Companys financial
reporting systems, and its internal controls. The Audit
Committee is not intended to supersede in any respect
managements responsibilities in this regard. Management
has represented to the Audit Committee that the Companys
financial statements were prepared in accordance with generally
accepted accounting principles, and the Audit Committee has
reviewed and discussed such financial statements with management
and with the Companys independent accountants. The Audit
Committee has also discussed with the independent accountants
their evaluation of the Companys financial reporting
systems and internal controls, their audit plan, the application
of new accounting principles to the Companys financial
statements and other matters required to be communicated to the
Committee by Statement on Auditing Standards No. 61, as may
be modified or supplemented.
The Audit Committee has received from the independent
accountants a letter addressing matters which might bear on the
independence of the accountants as required by Independence
Standards Board Standard No. 1. The Audit Committee has
discussed independence issues with the accountants and has
reviewed their fees and scope of services rendered to the
Company. The Audit Committee has discussed the performance of
the independent accountants with the Companys management.
In reliance on the foregoing, the Audit Committee has
recommended to the Board of Directors the inclusion of the
audited financial statements in the Companys Annual Report
on
Form 10-K
for the year ended June 30, 2007.
Audit Committee
Judy T. Graves Chairman
William A. Peck
Joseph E. Root
AUDITOR
INDEPENDENCE AND RELATED INFORMATION
RubinBrown LLP has no direct or indirect material financial
interest in the Company or its subsidiaries. Representatives of
RubinBrown LLP are expected to be present at the meeting and
will be given the opportunity to make a statement on the
firms behalf if they so desire. The representatives also
will be available to respond to appropriate questions raised by
those in attendance at the meeting.
16
Fees Paid
to Independent Registered Public Accounting Firm
During the fiscal years ended June 30, 2007 and 2006,
RubinBrown LLP provided various audit, audit related and
non-audit related services to us as follows:
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2007
|
|
|
Fiscal 2006
|
|
Fee Category
|
|
Fees
|
|
|
Fees
|
|
|
Audit Fees
Aggregate fees billed for
professional services rendered for the audit of our 2007 and
2006 fiscal year annual financial statements and review of
financial statements included in our quarterly reports on
Form 10-Q
or services that are normally provided in connection with
statutory and regulatory filings or engagements for the 2007 and
2006 fiscal years.
|
|
$
|
116,750
|
|
|
$
|
112,250
|
|
Audit Related Fees
Aggregate fees billed
for employee benefit plan audits and accounting
consultations.
|
|
$
|
11,000
|
|
|
$
|
11,000
|
|
Tax Fees
Aggregate fees billed for tax
compliance, tax advice and tax planning.
|
|
$
|
57,950
|
|
|
$
|
94,545
|
|
All Other Fees
Aggregate fees billed for
products and services provided other than as described in the
preceding three(3) categories.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fees.
|
|
$
|
185,700
|
|
|
$
|
217,795
|
|
|
|
|
|
|
|
|
|
|
The Audit Committee approves the engagement of such services in
advance in each such instance.
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Companys directors, executive
officers and persons who own more than ten percent of a
registered class of the Companys equity securities to file
with the SEC initial reports of beneficial ownership and reports
of changes in beneficial ownership of common stock and other
equity securities of the Company. Executive officers, directors
and greater than ten percent stockholders are required by SEC
regulation to furnish the Company with copies of all
Section 16(a) forms which they file.
To the Companys knowledge, based solely on review of
information furnished to the Company, reports filed through the
Company and representations that no other reports were required,
all Section 16(a) filing requirements applicable to its
directors, executive officers and greater than ten percent
beneficial owners were complied with during the year ended
June 30, 2007.
The cost of soliciting proxies will be borne by the Company. In
addition to solicitation by mail, proxies may be solicited by
officers, directors and regular employees of the Company
personally or by telephone or facsimile for no additional
compensation. Arrangements will be made with brokerage houses
and other custodians, nominees and fiduciaries to forward
solicitation material to beneficial owners of the stock held of
record by such persons, and the Company will reimburse such
persons for their reasonable out-of-pocket expenses incurred by
them in so doing.
STOCKHOLDER
PROPOSALS FOR 2008 ANNUAL MEETING
The rules of the SEC currently provide that stockholder
proposals for the 2008 Annual Meeting must be received at the
Companys principal executive office not less than 120
calendar days prior to the anniversary date of the release of
the Companys proxy statement to stockholders in connection
with the 2007 Annual Meeting to be considered by the Company for
possible inclusion in the proxy materials for the 2008 Annual
Meeting.
17
The Companys 2007 Annual Report is being mailed to the
stockholders on or about the date of mailing this Proxy
Statement. The 2007 Annual Report incorporates the
Companys 2007 Annual Report on
Form 10-K
(without exhibits), including the financial statements and the
financial statement schedules, filed with the SEC. Any record or
beneficial shareholder as of October 1, 2007, may request
additional copies of this Proxy Statement or the 2007 Annual
Report by writing to Allied Healthcare Products, Inc., 1720
Sublette Avenue, St. Louis, Missouri 63110, Attention:
Chief Financial Officer.
The Companys reports filed with the SEC, together with
ownership and transaction reports of officers, directors and
certain stockholders, are available, together with additional
information, at the Companys internet website:
www.alliedhpi.com.
COMMUNICATION
WITH THE BOARD
Stockholders who want to communicate with the Board of Directors
or any of its committees may do so by addressing their
correspondence to the board member or members,
c/o the
Secretary, Allied Healthcare Products, Inc., 1720 Sublette
Avenue, St. Louis, Missouri 63110.
CODE
OF ETHICS AND CONDUCT GUIDELINES
The Company has adopted a Code of Ethics and Conduct Guidelines
that is applicable to all employees of the Company, including
the principal executive officer, the principal financial officer
and the principal accounting officer and controller, as well as
the members of the Board of Directors. The Code of Ethics and
Conduct Guidelines is available on the Companys website at
www.alliedhpi.com. A copy may also be obtained from the
Corporate Secretary at Allied Healthcare Products, Inc., 1720
Sublette Avenue, St. Louis, Missouri 63110. The Company
intends to post any amendments to or waivers from its Code of
Ethics and Conduct Guidelines (to the extent applicable to the
Companys chief executive officer, principal financial
officer, principal accounting officer and controller or any
other officer or director) at this location on its website.
The Company encourages employees to report possible ethical
issues. The Company maintains an ethics hotline that is
available 24 hours a day, seven days a week to receive
reports of ethical concerns or incidents, including, without
limitation, concerns about accounting, internal controls or
auditing matters. The ethics hotline number can be found on the
Companys intranet. All such calls are received
independently and are referred to the chairman of the audit
committee for investigation and disposition where warranted. The
Company prohibits retaliatory action against any employee for
raising legitimate concerns or questions regarding ethical
matters, or for reporting suspected violations of the
Companys Code of Ethics and Conduct Guidelines.
HOUSEHOLDING
OF PROXY MATERIALS
The SEC has adopted rules that permit companies and
intermediaries (e.g., brokers) to satisfy the delivery
requirements for proxy statements and annual reports with
respect to two or more stockholders sharing the same address by
delivering a single proxy statement addressed to those
stockholders. This process, which is commonly referred to as
householding, potentially means extra convenience
for stockholders and cost savings for companies.
This year the Company may begin householding the
Companys Proxy Statement and Annual Report. A single proxy
statement and annual report will be delivered to multiple
stockholders sharing an address unless contrary instructions
have been received from the affected stockholders. The Company
will deliver promptly upon written or oral request a separate
copy of the annual report or proxy statement to a security
holder at a shared address to which a single copy of the
document was delivered. If, at any time, a stockholder no longer
wishes to participate in householding and would
prefer to receive a separate proxy statement and annual report,
the affected
18
stockholder may contact Shareholder Relations at 12000 Sublette
Avenue, St. Louis, Missouri 63110. Shareholders who
currently receive multiple copies of the proxy statement at
their address and would like to request householding
of their communications should also contact Mr. Flowers as
indicated in the preceding sentence.
The Board of Directors of the Company is not aware of any other
matters to come before the meeting. If any other matters should
come before the meeting, the persons named in the enclosed proxy
intend to vote the proxy according to their best judgment.
You are urged to complete, sign, date and return your proxy to
make certain your shares of Common Stock will be voted at the
2007 Annual Meeting. For your convenience in returning the
proxy, an addressed envelope is enclosed, requiring no
additional postage if mailed in the United States.
By Order of the Board of Directors,
Earl R. Refsland
Chief Executive Officer
October 8, 2007
19
ALLIED HEALTHCARE PRODUCTS, INC.
|
Annual Meeting of Stockholders November 8, 2007 THIS PROXY IS
SOLICITED ON BEHALF OF THE
|
BOARD OF DIRECTORS OF THE COMPANY
|
The undersigned acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy
Statement of Allied Healthcare Products, Inc. (the Company), each dated October 8, 2007, and the
Annual Report to Stockholders on Form 10-K, for the fiscal year ended June 30, 2007, and appoints
Earl R. Refsland and Daniel C. Dunn as the proxies and attorneys-in-fact, with full power of
substitution on behalf and in the name of the undersigned at the 2007 Annual Meeting of
Stockholders of the Company to be held on November 8, 2007 at 9:00 a.m., Central Time, at the
Corporate Headquarters of Allied Healthcare Products, Inc. 1720 Sublette, St. Louis, Missouri, and
any adjournments thereof with the same effect as if the undersigned were present and voting such
shares, on the following matters and in the following manner:
|
(Continued and to be signed on the reverse side)
|
ANNUAL MEETING OF STOCKHOLDERS OF
|
ALLIED HEALTHCARE PRODUCTS, INC.
|
Please date, sign and mail your proxy card in the envelope provided as soon as possible.
|
Please detach along perforated line and mail in the envelope
provided.
|
20500000000000001000 2 110807
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES LISTED IN PROPOSAL
1.
|
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR
BLACK INK AS SHOWN HERE
x
|
1. To elect the persons listed below as directors of the
company to serve for a term of one year or until their
successors are elected and qualified:
|
FOR ALL NOMINEES
O Judith T. Graves O Joseph E. Root
WITHHOLD AUTHORITY
O Dr. William A. Peck
FOR ALL NOMINEES
O Earl R. Refsland O John D. Weil
|
FOR ALL EXCEPT
(See instructions below)
|
INSTRUCTION:
To withhold authority to vote for any
individual nominee(s), mark
FOR ALL EXCEPT
and fill in the
circle next to each nominee you wish to withhold, as shown
here:
|
To change the address on your account, please check
the box at right and indicate your new address in the
address space above. Please note that changes to the
registered name(s) on the account may not be
submitted via this method.
|
2. To transact such other business as may properly come before the
meeting or any adjournment thereof, according to the proxies
discretion, and in their discretion.
|
PLEASE MARK THE FOLLOWING BOX IF YOU PLAN
TO ATTEND THE MEETING
|
Signature of Stockholder Date: Signature of Stockholder Date:
|
Note:
Please sign exactly as your name or names appear on this Proxy. When shares are held
jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or
guardian, please give full title as such. If the signer is a corporation, please sign full
corporate name by duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.
18922-32
|
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