SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-12
Allied Healthcare Products, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number 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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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(ALLIED HEALTHCARE PRODUCTS INC.)
October 13, 2006
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 16, 2006. 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,
-s- John D. Weil
John D. Weil
Chairman of the Board
-s- Earl R. Refsland
Earl R. Refsland
Chief Executive Officer
ALLIED HEALTHCARE PRODUCTS, INC.
-----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
THURSDAY, NOVEMBER 16, 2006
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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 16, 2006 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 ratify the adoption of the Allied Healthcare
Products Incentive Stock Plan for Non-Employee Directors;
and
(3) 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
2, 2006 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 2, 2006 will be
available for inspection during normal business hours from November 1 through
November 16, 2006 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,
/s/ Daniel C. Dunn
Daniel C. Dunn
Vice President -- Finance, Chief Financial
Officer
Secretary & Treasurer
St. Louis, Missouri
October 13, 2006
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.
ALLIED HEALTHCARE PRODUCTS, INC.
1720 SUBLETTE AVENUE
ST. LOUIS, MISSOURI 63110
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PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
THURSDAY, NOVEMBER 16, 2006
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SOLICITATION AND REVOCATION OF PROXIES
The enclosed proxy is solicited by the Board of Directors of Allied
Healthcare Products, Inc., a Delaware corporation (the "Company"), for use at
the Annual Meeting of Stockholders (the "Annual Meeting") to be held at 9:00
a.m., Central Time, Thursday, November 16, 2006, 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. The proxy is revocable 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
13, 2006.
OUTSTANDING SHARES AND VOTING RIGHTS
Stockholders of record at the close of business on Monday, October 2, 2006
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 7,874,577
shares of common stock, $.01 par value ("Common Stock"), each of which is
entitled to one vote. No cumulative voting rights exist under the Company's
Amended and Restated Certificate of Incorporation. For information regarding the
ownership of the Company's 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 Company's 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 Company's
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 don't have discretionary voting authority and haven't
received instructions from the beneficial owners on how to vote on those
proposals are called "broker non-votes." Whether broker 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 to the
meeting.
ITEM NO. 1
ELECTION OF DIRECTORS
The Company's 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 2006 Annual
Meeting for the election of five directors for the one-year term expiring at the
Annual Meeting of Stockholders in 2007. 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.
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
--------------- --- -------------------- --------------
Judith T. 59 Retired February 2004
Graves........
James B. Hickey, 53 President and Chief Executive Officer February 1998
Jr. .......... Myocor, Inc. Maple Grove, MN
William A. 73 Director, Center for Health Policy, School April 1994
Peck.......... of Medicine, Washington University, St.
Louis, Missouri
Earl R. 63 President and Chief Executive Officer of September 1999
Refsland...... the Company, St. Louis, Missouri
John D. Weil.... 65 Private Investor August 1997
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 Museum's
Director of Finance and Controller to the Board of Commissioners since 1984.
Mr. Hickey has served as President and Chief Executive Officer of Myocor,
Inc. since December 2005. Previously he served as President and Chief Executive
Officer of Pulmonetic Systems, Inc. from October 2001 through July of 2005.
Prior thereto, Mr. Hickey served as President and Chief Executive Officer of
Angeion Corporation from July 1998 to January 2000 and as President and Chief
Executive Officer of Aequitron Medical from 1993 to 1997. All three companies
were located in Minneapolis, Mn. Earlier in his career, Mr. Hickey spent fifteen
years with American Hospital Supply Corporation/Baxter Healthcare Inc. in
numerous positions. He currently serves as a director of Vital Images, Inc. of
Minneapolis, Mn.
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.
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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 Company's director
independence standards, which reflect the NASDAQ National Market ("NASDAQ")
director independence standards, as currently in effect and as they may be
changed 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, 2006. The Board of Directors presently maintains a
Compensation Committee, an Audit Committee and a Governance and Nominating
Committee.
The Compensation Committee consists of Messrs. Hickey, Peck and Madam
Graves. This committee reviews and approves the Company's executive compensation
policy, administers the Company's incentive compensation bonus plan and makes
recommendations concerning the Company's employee benefit policies and stock
option plans in effect from time to time. The Compensation Committee held two
meetings during the fiscal year ended June 30, 2006.
The Audit Committee consists of Messrs. Hickey, Peck and Madam Graves. The
Charter for the Audit Committee is set forth in Appendix A to this Proxy
Statement. This committee recommends engagement of the Company's independent
auditors and is primarily responsible for approving the services performed by
the Company's independent auditors and for reviewing and evaluating the
Company's accounting principles and its systems of internal accounting controls.
The Audit Committee held two meetings during the fiscal year ended June 30,
2006. 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 Company's 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. Hickey, 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, 2006. 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 2007 if such nominations are
submitted in writing to the Company's headquarters Attention: Governance and
Nominating Committee, no later than June 1, 2007.
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
3
$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.
In 1995, the Company's 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,
subject to shareholder approval, the Allied Healthcare Products Inc. Incentive
Stock Plan for Non-Employee Directors. That Plan, which is being presented to
stockholders for approval at the 2006 Annual Meeting, 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. Initial grants, which are subject to stockholders' approval and adoption
of the Incentive Stock Plan for Non-Employee Directors (the "2005 Directors'
Plan") were made on the formula basis on December 14, 2005 upon of adoption of
the 2005 Directors' Plan.
4
The following table sets forth information with respect to options
outstanding under the Directors' plans:
NUMBER EXERCISE PRICE
NAME DATE OF GRANT OF SHARES PER SHARE
---- ------------- --------- --------------
Judy T. Graves.................................... 02/25/04 10,000 $4.95
11/12/04 1,500 6.84
12/14/05* 1,500 5.63
James B. Hickey, Jr. ............................. 02/09/98 10,000 7.25
02/09/98 500 7.25
11/16/98 1,500 2.50
11/12/99 1,500 2.31
01/14/00 1,500 2.75
01/13/01 1,500 3.40
01/15/02 1,500 2.90
11/14/03 1,500 3.90
11/12/04 1,500 6.84
12/14/05* 1,500 5.63
William A. Peck................................... 11/14/96 1,000 7.13
11/17/97 1,000 7.63
11/16/98 1,000 2.50
04/01/99 500 1.88
11/12/99 1,500 2.31
11/14/00 1,000 2.75
11/13/01 1,000 3.40
11/15/02 1,500 2.90
11/14/03 1,500 3.90
11/12/04 1,500 6.84
12/14/05* 1,500 5.63
John D. Weil...................................... 08/04/97 10,000 7.00
11/17/97 1,000 7.63
02/09/98 500 7.25
04/01/99 1,250 1.88
11/14/03 1,000 3.90
11/12/04 1,000 6.84
12/14/05* 1,000 5.63
------
Total............................................. 64,250
======
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* Options granted pursuant to the 2005 Directors' Plan and subject to
approval by stockholders. The 2005 Directors' Plan is to be voted on at the
Annual Meeting of Stockholders being held on Thursday, November 16, 2006.
INDEMNIFICATION AND LIMITATION OF LIABILITY
The Company's Amended and Restated Certificate of Incorporation provides
that the Company's 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 director's 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 Company's By-laws provide for the indemnification of the
Company's directors and officers, to the full extent permitted by the Delaware
General Corporation Law. The company also has
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indemnification agreements with each officer and director providing for
contractual indemnification substantially similar in scope to the provisions of
the By-Laws.
ITEM NO. 2
APPROVAL OF INCENTIVE STOCK PLAN FOR
NON-EMPLOYEE DIRECTORS
As discussed above in the context of compensation of the Company's
Directors, stockholders are being asked to ratify and approve the Allied
Healthcare Products, Inc. Incentive Stock Plan for Non-Employee Directors (the
"2005 Directors' Plan"). A copy of the 2005 Directors' Plan is attached as
Appendix A to this Proxy Statement and the following discussion of the material
terms of the Plan is qualified by reference to the full text of the Plan. THE
BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE TO APPROVE AND ADOPT THE
2005 DIRECTORS' PLAN.
The 2005 Directors' Plan covers an aggregate of 75,000 shares and is
intended to be adequate for awards and grants over the ten years following its
adoption in December, 2005. The 2005 Directors' Plan was approved by unanimous
written consent of the Board which was completed on December 14, 2005, and
initial grants of Formula Awards of options for an aggregate of 5,500 shares,
subject to stockholder approval of the Plan, were made on that date.
Since 1995 the Company has utilized options as part of the compensatory
arrangements for its non-employee. The Company believes that including a
component of equity interest in the shares of the Company's Common Stock is an
efficient manner of aligning the interest of directors and stockholders and that
it is an element in keeping the cash component of directors' compensation to a
level that is consistent with the size and profitability of the Company's
operations.
Upon expiration of the 1995 Directors' Plan, the Board decided to formulate
a plan that would permit greater flexibility than was possible under the prior
plan. While the Plan provides for Formula Awards which match the size and timing
of awards under the prior plan, it also permits the Directors to shift to other
forms of equity compensation including alternative non-statutory stock options,
performance share awards or restricted stock grants. Any decision by the Board
to utilize such an alternative grant program would suspend further grants of
Formula Awards. Except for Formula Awards of 10,000 share options at the time of
a director's initial election as a director, no award to any director in any
year under the plan may involve shares in excess of one-tenth of one percent of
the number of shares of the Company's Common Stock outstanding.
Stock options awarded under the 2005 Directors' Plan, including the Formula
Awards, are non-statutory options. The optionee recognizes no taxable income at
the time of grant and upon any exercise of the option is taxed at ordinary
income rates in an amount equal to the excess of the fair market value at date
of exercise over the exercise price. In the case of Performance Share Awards or
Restricted Share Awards, taxable income will generally arise based on the fair
market value at the date the shares are fully earned, vested and transferable
although the recipient may have the right at the time of grant to recognize and
pay tax immediately upon the then fair market value of the award.
The 2005 Directors' Plan provides for Formula Awards of stock options as
follows:
- options to purchase 10,000 shares of Common Stock are granted to each
eligible director on the date such person is first elected to the Board
of Directors 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.
- options to purchase 1,000 shares of Common stock are 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 the Board or 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.
6
All options granted under the 2005 Directors' Plan are nontransferable and
subject to certain limitations upon the removal or resignation of the director,
as set forth in the 2005 Directors' Plan, and expire ten years from the date of
grant. No payments or contributions are required to be made by the directors
other than in connection with the exercise of options.
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).
The Board may, in its discretion, terminate or suspend the 2005 Directors'
Plan at any time. The Board may also amend or revise the 2005 Directors' Plan,
or the terms of any option granted under the 2005 Directors' Plan, without
stockholder approval, provided that such amendment or revision does not, except
as otherwise permitted, increase the number of shares reserved for issuance
under the 2005 Directors' Plan, change the purchase price established or expand
the category of individuals eligible to participate in such plan. No amendment,
suspension or termination will alter or impair any rights or obligations under
any option previously granted with the consent of the grantee.
The Company receives no consideration for the grant of options under the
2005 Directors Plan. For accounting purposes, the Company will recognize as
compensation expense for Formula Options and other awards, if any, under the
2005 Directors' Plan in accordance with Financial Accounting Standards Board
Statement 123R.
OTHER BUSINESS
We do not know of any other matters to be presented at the meeting. If any
other matter is properly presented for a vote at the meeting, your shares will
be voted by the holders of the proxies using their best judgment.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
HOLDERS OF MORE THAN FIVE PERCENT BENEFICIAL OWNERSHIP
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
Company's Common Stock as of August 31, 2006, based upon filings by such persons
with the SEC under applicable provisions of the federal securities laws.
SHARES OWNED PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OUTSTANDING SHARES
------------------------------------ ------------ ------------------
John D. Weil.......................................... 3,087,714(1) 39.1%
200 North Broadway
Suite 825
St. Louis, MO 63102
Wells Fargo & Company................................. 1,169,777(2) 14.9%
420 Montgomery Street
San Francisco, CA 94104
Dimensional Fund Advisors Inc. ....................... 477,028(3) 6.1%
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............................... 451,200(5) 5.7%
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 14,750
shares under options, issued pursuant to the Company's Director
7
Plans, which were exercisable at August 31, 2006, or will become exercisable
within 60 days thereafter. Mr. Weil's 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 3,033,414 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 shareholder 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 23, 2006.
(3) Holdings reported on Form 13G as of February 1, 2006.
(4) Includes 542,000 shares deemed owned as a result of exercisable options.
(5) Holdings reported on Form 13G as of January 10, 2006.
BENEFICIAL OWNERSHIP OF 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, 2006.
SHARES OWNED PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OUTSTANDING SHARES
------------------------------------ ------------ ------------------
Earl R. Refsland...................................... 724,300(1) 8.6%
Director & Chief Executive Officer
John D. Weil.......................................... 3,087,714(2) 39.1%
Chairman of the Board of Directors
William A. Peck, M.D. ................................ 11,500(3) *
Director
James B. Hickey, Jr. ................................. 26,000(4) *
Director
Judith T. Graves...................................... 4,500(5) *
Director
Eldon P. Rosentrater.................................. 42,000(6) *
Vice President -- Administration/Corporate Planning
Daniel C. Dunn........................................ 31,306(7) *
Vice President -- Finance, Chief Financial Officer
and Secretary
All directors and executive officers as a group (7
persons)............................................ 3,937,320 46.1%
--------------
* Less than 1.00%.
(1) Includes 542,000 shares deemed owned as a result of exercisable options.
(2) See footnote concerning Mr. Weil's beneficial ownership in preceding table.
(3) Includes 11,500 shares deemed owned as a result of exercisable options.
(4) Includes 21,000 shares deemed owned as a result of exercisable options.
(5) Includes 4,000 shares deemed owned as a result of exercisable options.
(6) Includes 37,000 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 the Company's Employee Stock Ownership Plan.
8
EXECUTIVE OFFICERS
The following provides certain 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)
---- --- -----------
Earl R.
Refsland...... 63 Director, President and Chief Executive Officer(1)
Richard A.
Setzer........ 50 Vice President -- Sales and Marketing(2)
Eldon P.
Rosentrater... 52 Vice President -- Administration/Corporate Planning(3)
Robert B.
Harris........ 49 Vice President -- Operations(4)
Daniel C. Dunn.. 47 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.
9
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid or accrued by the
Company for services rendered during the three fiscal years ended June 30, 2006
by the Chief Executive Officer and each of the Company's executive officers
whose total salary and bonus exceeded $100,000 during such fiscal year (the
"Named Executive Officers").
SUMMARY COMPENSATION TABLE
ANNUAL
COMPENSATION(1)
------------------------------ STOCK ALL
FISCAL OPTION OTHER
NAME & PRINCIPAL POSITION YEAR SALARY(2) BONUS AWARDS COMPENSATION
------------------------- ------ --------- ------- ------- ------------
(IN
SHARES)
Earl R. Refsland........................ 2006 $344,157 -- -- $ 20,704(3)
President and Chief Executive Officer 2005 325,637 -- -- 25,552(3)
2004 314,766 -- -- 21,601(3)
Eldon P. Rosentrater.................... 2006 137,580 -- -- 4,418(4)
Vice President- Administration / 2005 131,149 -- -- 4,204(4)
Corporate Planning 2004 127,309 -- -- 4,848(4)
Daniel C. Dunn.......................... 2006 155,536 -- -- 14,084(4)
Vice President -- Finance and 2005 141,794 -- -- 8,134(4)
Chief Financial Officer 2004 144,024 -- -- 6,036(4)
Robert L. Ricks......................... 2006 70,627 $31,233 -- 120,925(5)
Vice President -- Sales and Marketing 2005 188,013 -- -- 19,117(5)
2004 180,730 -- -- 14,674(5)
Richard A. Setzer....................... 2006 113,814(6) $17,000 30,000 56,511(7)
Vice President -- Sales and Marketing 2005 -- -- -- --
2004 -- -- -- --
Dennis W. Allen......................... 2006 132,331 -- -- 5,240(4)
Vice President -- Operations 2005 132,000 -- -- 4,376(4)
2004 120,006 -- -- 810(4)
--------------
(1) Excludes certain personal benefits, the total value of which was less than
10% of the total annual salary and bonus for each of the executives.
(2) Includes amounts deferred under the 401(k) feature of the Company's
Retirement Savings Plan.
(3) The amount shown represents matching contributions under the 401(k)
feature of the Company's Retirement Savings Plan, term life and disability
insurance premiums and also reflects Mr. Refsland's car allowance in the
amount of $4,331 for fiscal 2006.
(4) The amount shown represents the amounts paid for term life and disability
insurance premiums, matching contributions under the 401(k) feature of the
Company's Retirement Savings Plan and also reflects Mr. Dunn's car
allowance in the amount of $7,372 for fiscal 2006.
(5) The amount shown represents matching contributions under the 401(k)
feature of the Company's Retirement Savings Plan and the amounts paid for
term life and disability insurance premiums. For fiscal 2006, this amount
also reflects Mr. Ricks' car allowance in the amount of $3,970, $65,850
realized on the exercise of stock options and a severance package totaling
$44,844.
(6) Mr. Setzer was hired as Vice President -- Sales and Marketing on November
1, 2005.
10
(7) The amount shown represents the amounts paid for term life and disability
insurance premiums, matching contributions under the 401(k) feature of the
Company's Retirement Savings Plan and for fiscal 2006, reflects Mr.
Setzer's car allowance in the amount of $7,800 and relocation
reimbursement of $45,000.
OPTIONS
All options to purchase shares of the Company's stock held by the Named
Executive Officers or by Directors of the Company have been issued pursuant to
stock option plans submitted for approval by the Company's Shareholders. The
Company does not maintain any stock option or similar compensatory plan not
approved by the Company's Shareholders.
NUMBER OF
SHARES OF NUMBER OF
COMMON STOCK SHARES OF
TO BE COMMON STOCK
ISSUED UPON WEIGHTED-AVERAGE EXERCISE REMAINING AVAILABLE
EXERCISE OF PRICE OF FOR FUTURE
OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, ISSUANCE UNDER
WARRANTS AND WARRANTS AND EQUITY COMPENSATION
PLAN CATEGORY RIGHTS RIGHTS PLANS
------------- -------------------- ------------------------- -------------------
Equity compensation plans
approved by
stockholders:............. 747,250* $2.68 492,500**
Equity compensation plans
not approved by
shareholders:............. none none none
------- ----- -------
Totals:..................... 747,250* $2.68 492,500**
======= ===== =======
--------------
* Includes options for 5,500 shares under the 2005 Directors' Plans which
options will expire without vesting in the event that stockholders fail to
approve the 2005 Directors' Plan.
** Includes 69,500 shares subject to stockholder approval of the 2005
Directors Plan. The remaining 423,000 shares are available only for grant
to employees. Options forfeited due to non-vesting or otherwise allowed to
expire without exercise are subject to reissuance or granting under the
terms of the applicable Plan.
The following table sets forth information concerning options granted
during the fiscal year ended June 30, 2006 under the Company's stock option
plans to the Named Executive Officers.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
------------------------------------------------------------------------------
POTENTIAL REALALIZABLE
VALUE AT
ASSUMED ANNUAL RATES OF
NUMBER OF PERCENTAGE OF STOCK PRICE
SECURITIES TOTAL OPTIONS APPRECIATION
UNDERLYING GRANTED TO PER SHARE FOR OPTION TERM(2)
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION -----------------------
NAME GRANTED FISCAL 2006(1) PRICE DATE 5% 10%
---- ---------- -------------- --------- ---------- ------ -------
Richard A. Setzer.......... 30,000 86.0% 5.25 11/16/15 99,051 251,014
--------
(1) 35,000 options were granted to employees under the 1999 Incentive Stock
Option Plan. The purpose of the Plan is to provide a financial incentive
to key employees who are in a position to make significant contributions
to the Company. Options granted pursuant to the 1999 Incentive Stock
Option Plan have an exercise price equal to the market price on the date
of grant. Generally, these options become exercisable with respect to one-
fourth of the shares covered thereby on each anniversary of the date of
grant, commencing on the second anniversary thereof.
(2) Potential realizable value is calculated based on an assumption that the
price of the Company's Common Stock appreciates at the annual rate shown
(5% and 10%), compounded annually, from the date of grant of the option
until the end of the option term. The value is net of the exercise price
but is not adjusted for the taxes that would be due upon exercise. The 5%
and 10% assumed rates of appreciation are mandated by the rules of the SEC
and do not in any way represent the Company's estimate or projection of
future prices.
11
The following table sets forth information concerning option exercises and
the value of unexercised options held by the Named Executive Officers as of June
30, 2006.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 2006 AND
FISCAL YEAR-END OPTION VALUES
VALUE OF UNEXERCISED,
NUMBER OF UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT
ACQUIRED JUNE 30, 2006 JUNE 30, 2006(1)
ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------
Eldon P. Rosentrater........... -- -- 37,000 -- $ 73,500 --
Earl R. Refsland............... -- -- 542,000 -- $2,059,600 --
Daniel C. Dunn................. -- -- 30,000 -- $ 72,000 --
Richard A. Setzer.............. -- -- -- 30,000 -- $16,500
Dennis W. Allen................ -- -- 22,500 7,500 $ 76,050 $25,350
--------
(1) The "Value of Unexercised In-the-Money Options at June 30, 2006" was
calculated by determining the difference between the fair market value of
the underlying common stock at June 30, 2006 (The Nasdaq closing price of
the Allied Healthcare Products, Inc. on June 30, 2006 was $5.80) and the
exercise price of the option.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Compensation Committee, composed entirely of non-employee, independent
members of the Board of Directors, reviews, recommends and approves changes to
the Company's 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 Company's
stock option plans and agreements and recommends to the Board of Directors
annual or other grants to be made in connection therewith.
In the Committee's discharge of its responsibilities, it considers the
compensation, primarily of the chief executive officer and the Company's 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 management's remuneration, benefits and perquisites with the
economic well being of the Company. 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 Company's 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 provide for enhancement of stockholder value. Basically, the
Committee seeks the successful implementation of the Company's business strategy
by attracting and retaining talented managers motivated to accomplish these
stated objectives. The Committee attempts to be fair and competitive in its
views of compensation. Thus, rewards involve both business and individual
performance. The key ingredients of the program consist of base salary, annual
cash incentives and long range incentives consisting of stock options.
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 Company's 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.
12
CASH INCENTIVE COMPENSATION. To reward performance, the chief executive
officer and other executive officers are eligible for annual cash bonuses. The
actual amount of incentive compensation paid to each executive officer is
predicated on an assessment of each participant's relative role in achieving the
annual financial objectives of the Company as well as each such person's
contributions of a strategic nature in maximizing stockholder value.
STOCK-BASED INCENTIVES. The Company's 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 Company's Common Stock.
Under these plans, approved by the stockholders, the Committee periodically
recommends to the Board of Directors grants of stock options by the Board of
Directors. Generally, the Committee attempts to reflect upon the optionee's
potential impact on corporate financial and operational performance in the award
of stock options.
Compensation Committee
James B. Hickey, Jr.
Judy T. Graves
William A. Peck
ADDITIONAL INFORMATION WITH RESPECT TO COMPENSATION INTERLOCKS
AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS
None of the members of the Company's 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.
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.
13
PERFORMANCE GRAPH
COMPARISON OF CUMULATIVE TOTAL RETURNS
The following table presents the cumulative return for the Company, the
CRSP Index for Nasdaq Stock Market (US Companies) and an index comprised of four
companies which the Company believes to present a representative peer group of
the Company. The Nasdaq and the peer group data have been provided by the
Research Data Group, Inc., San Francisco, California, without independent
verification by the Company.
(PERFORMANCE GRAPH)
LEGEND
CRSP
TOTAL
RETURNS 06/06
INDEX
SYMBOL FOR: 06/01 06/02 06/03 06/04 06/05
(LEGEND) Allied Healthcare 100.- 129.- 106.- 152.- 146.- 172.-
Products, Inc. 00 14 25 98 13 62
Nasdaq Stock
Market (US 100.- 70.34 78.11 98.60 99.28 105.-
Companies) 00 103.- 102.- 152.- 174.- 94
Self-Determined 100.- 81 55 40 19 143.-
Peer Group 00 04
Companies in the Self-Determined Peer Group
CHAD THERAPEUTICS INC. CRITICARE SYSTEMS INC.
INVACARE CORP. RESPIRONICS INC.
NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the proceeding trading day is used.
D. The index level for all series was set to $100.00 on 06/30/2001.
14
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
Company's financial reporting processes and internal controls, as well as the
Company's 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 Company's website.
Management has the primary responsibility for preparation of the Company's
financial reports, the Company's financial reporting systems, and its internal
controls. The Audit Committee is not intended to supersede in any respect
management's responsibilities in this regard. Management has represented to the
Audit Committee that the Company's 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 Company's independent accountants. The Audit Committee has also
discussed with the independent accountants their evaluation of the Company's
financial reporting systems and internal controls, their audit plan, the
application of new accounting principles to the Company's 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 Company's 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
Company's Annual Report on Form 10-K for the year ended June 30, 2006.
Audit Committee
Judy T. Graves -- Chairman
William A. Peck
James B. Hickey, Jr.
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 firm's behalf if they so desire. The representatives also will be
available to respond to appropriate questions raised by those in attendance at
the meeting.
15
During the fiscal years ended June 30, 2006 and 2005, RubinBrown LLP
provided various audit, audit related and non-audit related services to us as
follows:
FISCAL 2006 FISCAL 2005
FEE CATEGORY FEES FEES
------------ ----------- -----------
Audit Fees -- Aggregate fees billed for professional
services rendered for the audit of our 2006 and 2005
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 2006 and 2005 fiscal years............ $112,250 $108,000
Audit Related Fees -- Aggregate fees billed for employee
benefit plan audits and accounting consultations.......... $ 11,000 $ 28,000
Tax Fees -- Aggregate fees billed for tax compliance, tax
advice and tax planning................................... $ 94,545 $ 68,192
All Other Fees -- Aggregate fees billed for products and
services provided other than as described in the preceding
three (3) categories...................................... -- --
-------- --------
Total Fees.................................................. $217,795 $204,192
======== ========
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 Company's directors, executive officers and persons who own more than ten
percent of a registered class of the Company's 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 Company's 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, 2006.
OTHER INFORMATION
On August 21, 1996, the Board of Directors entered into a Rights Agreement
pursuant to which one preferred stock purchase right (a "Right") per share of
Common Stock was distributed as a dividend to stockholders of record on the
close of business on September 4, 1996. The Rights expired on August 20, 2006
upon expiration of the Rights Agreement.
SOLICITATION OF PROXIES
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 2007 ANNUAL MEETING
The rules of the SEC currently provide that stockholder proposals for the
2007 Annual Meeting must be received at the Company's principal executive office
not less than 120 calendar days prior to the anniversary date of the release of
the Company's proxy statement to stockholders in connection with the 2006 Annual
Meeting to be considered by the Company for possible inclusion in the proxy
materials for the 2007 Annual Meeting.
16
FINANCIAL INFORMATION
The Company's 2006 Annual Report is being mailed to the stockholders on or
about the date of mailing this Proxy Statement. The Company will provide without
charge to any record or beneficial stockholder as of October 2, 2006, who so
requests in writing, a copy of such 2006 Annual Report or the Company's 2006
Annual Report on Form 10-K (without exhibits), including the financial
statements and the financial statement schedules, filed with the SEC. Any such
request should be directed to Allied Healthcare Products, Inc., 1720 Sublette
Avenue, St. Louis, Missouri 63110, Attention: Chief Financial Officer.
The Company's reports filed with the SEC, together with ownership and
transaction reports of officers, directors and certain shareholders, are
available, together with additional information, at the Company's 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 Company's 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 Company's chief
executive officer, principal financial officer, principal accounting officer and
controller or any other officer or director) at this location on its website.
ETHICS HOTLINE
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 Company's 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 Company's Code of Ethics and Conduct Guidelines.
OTHER MATTERS
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 2006 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,
-s- Earl R. Refsland
Earl R. Refsland
Chief Executive Officer
October 13, 2006
17
APPENDIX A
ALLIED HEATHCARE PRODUCTS, INC.
INCENTIVE STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
This Incentive Stock Plan for Non-Employee Directors (the "2005 Directors'
Plan") of Allied Healthcare Products, Inc. (the "Company") is established to a
portion of compensation to outside (non-employee) directors in accordance with
parameters established from time to time by the Board of Directors of the
Company. It is intended that the 2005 Directors' Plan will be used to (i)
stimulate participants' efforts on the Company's behalf, (ii) maintain and align
the unanimity of interest in the Company's Directors and Stockholders in long
term performance and value, and (iii) encourage participants to have a personal
financial investment in the Company through ownership of its Common Stock.
1. ADMINISTRATION
The 2005 Directors' Plan shall be administered by the Compensation
Committee of the Board of Directors (the "Committee"). The Committee is
authorized, subject to the provisions of the 2005 Directors' Plan, to establish
such rules and regulations as it deems necessary for the proper administration
of the 2005 Directors' Plan, and to make such determinations and to take such
action in connection therewith or in relation to the 2005 Directors' Plan as it
deems necessary or advisable, consistent with the purposes set forth above.
2. ELIGIBILITY
Directors of the Company who are not otherwise Eligible Employees under the
terms of the Company's 1999 Incentive Stock Plan shall be eligible to receive an
awards under the 2005 Directors' Plan.
3. INCENTIVES
Incentives under the Plan may be granted in any one or a combination of (i)
Non-Statutory Stock Options, (ii) Performance Share Awards; and (iii) Restricted
Stock Grants (collectively "Incentives"). All Incentives shall be subject to the
terms and conditions set forth herein and to such other terms and conditions as
may be established by the Committee. Determinations by the Committee under the
ISP including without limitation, determinations of the Eligible Employees or
Persons, the form, amount and timing of Incentives, the terms and provisions of
Incentives, and the agreements evidencing Incentives, need not be uniform and
may be made selectively among Eligible Employees or Persons who receive, or are
eligible to receive, Incentives hereunder, whether or not such Eligible
Employees or Persons are similarly situated.
Incentives may be granted hereunder from and after the Effective Date
hereinafter provided, but no Incentive shall vest prior to approval of the 2005
Directors' Plan by holders of a majority of the Company's stock represented in
person or by proxy at an annual or special meeting of shareholders of the
Company and in the event such approval is not obtained prior to December 9,
2006, any Incentives theretofore granted shall lapse and become void and be of
no further force or effect.
4. SHARES AVAILABLE FOR INCENTIVES
(a) Shares Subject to Issuance or Transfer. There is hereby reserved for
issuance under the 2005 Directors' Plan an aggregate of 75,000 shares of the
Company's Common Stock ("Common Stock").
In the event of a lapse, expiration, termination or cancellation of any
Incentive granted under the 2005 Directors' Stock Plan without the issuance of
shares or payment of cash, or if shares are issued under a Restricted Stock
Grant hereunder and are reacquired by the Company pursuant to rights reserved
upon the issuance thereof, the shares subject to or reserved for such Incentive
may again be used for new Incentives hereunder; provided that in no event may
the number of shares issued hereunder exceed the total number of shares reserved
for issuance.
(b) Limitations on Individual Awards. In any given year, no Director may
be granted Incentives covering more than one-tenth of one percent (0.1%) of the
number of fully-diluted shares of the Company's Common Stock outstanding as of
the first business day of the Company's fiscal year in which the award is being
made; provided, however, that such limitation shall not apply to any "Formula
Award" as hereinafter defined. In addition to the
foregoing limitation, in any fiscal year of the Company, a Director who has
received an award other than a "Formula Award" shall not be eligible to receive
a Formula Award for such year.
(c) Recapitalization Adjustment. In the event of a reorganization,
recapitalization, stock split, stock dividend, combination of shares, merger,
consolidation, rights offering, or any other change in the corporate structure
or shares of the Company, the Committee shall make such adjustment, if any, as
it may deem appropriate in the number and kind of shares authorized by the 2005
Directors' Plan, in the number and kind of shares covered by Incentives granted,
and, in the case of Stock Options, in the option price.
5. STOCK OPTIONS
The Committee may grant Stock Options shall be subject to the following
terms and conditions and such other terms and conditions as the Committee may
prescribe:
(a) Option Price. The option price per share with respect to each Stock
Option shall be determined by the Committee, but shall not be less than 100% of
the fair market value of the Common Stock on the date the Stock Option is
granted, as determined by the Committee; provided, however, that during any
period in which the Common Stock is listed for trading on a registered national
securities exchange or on the NASDAQ National Market System, the fair market
value shall be the lesser of (i) the average of the reported high and low prices
or (ii) the reported closing price on the date of grant.
(b) Period of Option. The period of each Stock Option shall be fixed by
the Committee, except that no Stock Option granted shall be exercisable not more
than ten (10) years after the date so granted.
(c) Payment. The option price shall be payable at the time the Stock
Option is exercised in cash or, at the discretion of the Committee, in whole or
in part in the form of shares of Common Stock already owned by the grantee
(based on the fair market value of the Common Stock on the date the option is
exercised as determined by the Committee) for not less than six months. No
shares shall be issued until full payment therefor has been made. A grantee of a
Stock Option shall have none of the rights of a stockholder in the shares
subject to such option until and unless such option is exercised and the shares
are issued.
(d) Exercise of Option. The shares covered by a Stock Option may be
purchased in such installments and on such exercise dates as the Committee may
determine. Any shares not purchased on the applicable exercise date may be
purchased thereafter at any time prior to the final expiration of the Stock
Option. In no event (including those specified in paragraphs (e), (f ) and (g)
of this section below) shall any Stock Option be exercisable after its specified
expiration period.
(e) Termination of Service. Upon the termination of a Stock Option
grantee's service as a director of the Company (for any reason other than
retirement or death), Stock Option privileges shall be limited to the shares
which were immediately exercisable at the date of such termination and except as
hereinafter provided, such privileges shall remain exercisable thirty days
following the date of termination of employment or the stated expiration date of
the Stock Option if earlier. The Committee, however, in its discretion may
provide that any Stock Options outstanding but not yet exercisable upon the
termination of a director's service shall vest if such termination of service
arises from a merger or consolidation of the Company with or into another
corporation or arises from a change of control of the Company.
(f) Retirement. Upon retirement of the Stock Option grantee, Stock Option
privileges shall apply to those shares immediately exercisable at the date of
retirement and such privileges shall remain in force until the earlier of six
months following the date of retirement or the stated expiration date of the
Stock Option if earlier. The Committee, however, in its discretion, may provide
at the time of grant that any Stock Options outstanding but not yet exercisable
upon the retirement of the Stock Option grantee may become exercisable in
accordance with a schedule to be determined by the Committee. Stock Option
privileges shall expire unless exercised within such period of time as may be
established by the Committee.
(g) Death. Upon the death of a Stock Option grantee, Stock Option
privileges shall apply to those shares which were immediately exercisable at the
time of death and such privileges shall remain in force until the earlier of one
year following the date of death or the stated expiration date of the Stock
Option if earlier. The Committee, however, in its discretion, may provide at the
time of grant that any Stock Options outstanding but not yet exercisable upon
the death of a Stock Option grantee may become exercisable in accordance with a
schedule to be
determined by the Committee. Such privileges shall expire unless exercised by
legal representatives within a period of time as determined by the Committee but
in no event later than the date of the expiration of the Stock option.
(h) Formula Awards. Unless the Committee shall otherwise provide at the
first meeting of the Directors after the Annual Meeting of Stockholders each
year, options shall be issued as formula awards ("Formula Awards") under the
2005 Directors' Plan as follows:
1. Upon initial election to the Board of Directors of the Company, a
Director shall receive an option to purchase 10,000 shares of the Company's
Common Stock which shall vest as to 2,500 shares on the second anniversary
of the date of entitlement and grant and as to an additional 2,500 shares
on each of the third, fourth and fifth anniversaries of the date of
entitlement and grant.
2. Upon reelection to the Board of Directors of the Company, a
Director shall receive an option to purchase 1,000 shares of the Company's
Common Stock, which option shall vest in full on the first anniversary of
the date of entitlement and grant.
3. Upon election or reelection as the chairman of any standing
committee of the Board of Directors of the Company or upon reelection as
Chairman of the Board, a Director shall receive an option to purchase 500
shares of the Company's Common Stock, which option shall vest in full on
the first anniversary of the date of entitlement and grant. (Amended
February 23, 2006 to include grants upon reelection as Chairman of the
Board.)
4. Upon the initial election of a non-employee as Chairman of the
Board of the Company, a Director shall receive an option to purchase 5,000
shares of the Company's Common Stock, which option shall vest in full on
the first anniversary of the date of entitlement and grant.
Except as otherwise provided above with respect to termination of service,
each such Formula Award shall be exercisable, to the extent vested, at any time
or from time to time until the tenth anniversary of the date of entitlement and
grant.
No Formula Award shall be made to any Director who has been awarded any
other Incentive under the 2005 Directors' Plan during the fiscal year for which
such Formula Award is to be made.
Formula Awards shall be made for the Company's 2006 fiscal year ending June
30, 2006 based on elections effective as of the Company's 2005 Annual Meeting of
Shareholders, but such awards (and any other Incentives granted hereunder) shall
be null and void in the event that this 2005 Directors' Plan is not ratified and
approved by the shareholders of the Company at or prior to the 2006 Annual
Meeting.
6. PERFORMANCE SHARE AWARDS
The Committee may grant awards under which payment may be made in shares of
Common Stock, cash or any combination of shares and cash if the performance of
the Company or any subsidiary or division of the Company selected by the
Committee during the Award Period meets certain goals established by the
Committee ("Performance Share Awards"). Such Performance Share Awards shall be
subject to the following terms and conditions and such other terms and
conditions as the Committee may prescribe:
(a) Award Period and Performance Goals. The Committee shall determine
and include in a Performance Share Award grant the period of time for which
a Performance Share Award is made ("Award Period"). The Committee shall
also establish performance objectives ("Performance Goals") to be met by
the Company, subsidiary or division during the Award Period as a condition
to payment of the Performance Share Award. The Performance Goals may
include earnings per share, return on stockholder equity, return on assets,
net income, or any other financial or other measurement established by the
Committee. The Performance Goals may include minimum and optimum objectives
or a single set of objectives.
(b) Payment of Performance Share Awards. The Committee shall
establish the method of calculating the amount of payment to be made under
a Performance Share Award if the Performance Goals are met, including the
fixing of a maximum-payment. The Performance Share Award shall be expressed
in terms of shares of Common Stock and referred to as "Performance Shares".
After the completion of an Award Period, the performance of the Company,
subsidiary or division shall be measured against the Performance Goals, and
the Committee shall determine whether all, none or any portion of a
Performance Share Award shall be paid.
The Committee, in its discretion, may elect to make payment in shares of
Common Stock, cash or a combination of shares and cash. Any cash payment
shall be based on the fair market value of Performance Shares on, or as
soon as practicable prior to, the date of payment.
(c) Revision of Performance Goals. At any time prior to the end of an
Award Period, the Committee may revise the Performance Goals and the
computation of payment if unforeseen events occur which have a substantial
effect on the performance of the Company, subsidiary or division and which
in the judgment of the Committee make the application of the Performance
Goals unfair unless a revision is made. In the case of options issued to
Eligible Persons who are not employees of the Company, the term
"employment" as used in this provision shall mean continued service of such
Eligible Person in the capacity giving rise to the award.
(d) Dividends. Dividends shall not be paid or accrued with respect to
Performance Share Awards.
7. RESTRICTED STOCK GRANTS
The Committee may issue shares of Common Stock to A grantee which shares
shall be subject to the following terms and conditions and such other terms and
conditions as the Committee may prescribe ("Restricted Stock Grant"):
(a) Requirement of Continued Service. A grantee of a Restricted Stock
Grant must remain in the capacity of a non-employee director of the Company
during a period designated by the Committee ("Restriction Period"). If the
grantee leaves such relationship with the Company prior to the end of the
Restriction Period, the Restricted Stock Grant shall terminate and the
shares of Common Stock shall be returned immediately to the Company,
provided that the Committee may, at the time of the grant, provide for the
continued service restriction to lapse with respect to a portion or
portions of the Restricted Stock Grant at different times during the
Restriction Period. The Committee may, in its discretion, also provide for
such complete or partial exceptions to the continued service restriction as
it deems equitable.
(b) Restrictions on Transfer and Legend on Stock Certificates. During
the Restriction Period, the grantee may not sell, assign, transfer, pledge,
or otherwise dispose of the shares of Common Stock except to a successor
under Section 9 hereof. Each certificate for shares of Common Stock issued
hereunder shall contain a legend giving appropriate notice of the
restrictions in the grant.
(c) Escrow Agreement. The Committee may require the grantee to enter
into an escrow agreement providing that the certificates representing the
Restricted Stock Grant will remain in the physical custody of an escrow
holder until all restrictions are removed or expire.
(d) Lapse of Restrictions. All restrictions imposed under the
Restricted Stock Grant shall lapse upon the expiration of the Restriction
Period if the conditions as to employment set forth above have been met.
The grantee shall then be entitled to have the legend removed from the
certificates.
(e) Dividends. The Committee shall, in its discretion, at the time of
the Restricted Stock Grant, provide that any dividends declared on the
Common Stock during the Restriction Period shall either be (i) paid to the
grantee, or (ii) accumulated for the benefit of the grantee and paid to the
grantee only after the expiration of the Restriction Period.
8. DISCONTINUANCE OR AMENDMENT OF THE PLAN.
The Board of Directors may discontinue the 2005 Directors' Plan at any
time and may from time to time amend or revise the terms of the 2005
Directors' Plan as permitted by applicable statutes except that it may not
revoke or alter, in a manner unfavorable to the grantees of any Incentives
hereunder, any Incentives then outstanding, nor may the Committee amend the
2005 Directors' Plan without stockholder approval, where the absence of such
approval would cause the Plan to fail to comply with Rule 16b-3 under the
Exchange Act, or any other requirement of applicable law or regulation.
The Board of Directors shall have express authority to amend the 2005
Directors' Plan to remove or eliminate or amend the terms of Formula Awards
set forth in paragraph 5(h) above.
No Incentive shall be granted under the 2005 Directors' Plan after
December 9, 2015, but Incentives granted theretofore may extend beyond that
date.
9. NONTRANSFERABILITY
Each Incentive granted under the 2005 Directors' Plan shall not be
transferable other than by will or the laws of descent and distribution, and
with respect to Stock Options, shall be exercisable, during the grantee's
lifetime, only by the grantee or the grantee's guardian or legal representative.
10. NO RIGHT OF EMPLOYMENT OF ASSOCIATION
Neither the 2005 Directors' Plan nor any Incentives granted hereunder shall
confer upon any person the right to continued nomination or service as a
director of the Company or affect in any way the right of the shareholders of
the Company to remove such person as a director as provided by applicable law.
11. LISTING AND REGISTRATION OF THE SHARES
Each option issued hereunder shall be subject to the requirement that if at
any time the Committee shall determine, in its discretion, that the listing,
registration or qualification of the shares subject to the option upon any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body is necessary or desirable as a
condition of, or in connection with, the granting of such option or the issue or
purchase of shares thereunder, such option may not be exercised in whole or in
part unless and until such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Committee.
12. EFFECTIVE DATE
The Plan shall be effective as of December 9, 2005 (the "Effective Date");
no Incentives may be awarded under the 2005 Directors' Plan prior to the
Effective Date.
APPENDIX B
CHARTER OF THE AUDIT COMMITTEE
The Audit Committee of Allied Healthcare Products, Inc. is a standing
committee of the Board of Directors of the Corporation established by action of
the Board permitted under the By-Laws of the corporation and the Delaware
General Corporation Law. The primary objective and role of the Audit Committee
is to assist the Board in fulfilling the Board's responsibilities by reviewing
(i) the financial information provided by the corporation to shareholders and
others, (ii) the accounting practices and principles followed by the
corporation, and (iii) the process by which financial information is generated
and audited. It is intended that such review shall address the appropriateness
and quality of the corporation's financial reporting as well as its adequacy and
accuracy.
This Charter has been adopted by the Members of the Audit Committee and
confirmed by the Board of Directors of the corporation. No amendment to the
Charter or action of the Board of Directors which would limit or restrict the
duties, responsibilities, powers and rights of the Audit Committee or which
would alter the qualifications for membership on the Audit Committee shall be
effective without the consent of a majority of the members of the Audit
Committee.
The Audit Committee shall consist of at least three members of the Board of
Directors appointed annually by the full Board of Directors following its first
meeting subsequent to its election at the Annual Meeting of Shareholders of the
corporation. Each person appointed to membership on the Audit Committee shall be
independent of management of the corporation in accordance with criteria
established by the principal market for the corporation's Common Stock. Each
person appointed to membership on the Audit Committee shall be financially
literate and at least one member shall have accounting or related financial
management expertise. The Audit Committee may select from its members a
Chairman.
The Audit Committee shall exercise an oversight function with respect to
the corporation's preparation and dissemination of financial information and
shall report on such topics to the Board of Directors. This review function to
be performed by the Audit Committee is not intended to relieve the corporation's
financial management executives from responsibility for maintaining and
presenting financial information nor to relieve the corporation's independent
auditors from their responsibilities. The goal of the Audit Committee's
activities is to maintain free and open communications among the corporation's
directors, independent auditors, and internal financial management and
accounting staffs as a means of achieving full and fair financial disclosure.
The Company shall provide appropriate funding to be used as determined in
the discretion of the Audit Committee to provide for the payment of compensation
(i) to the Company's independent auditors in connection with the issuing of such
auditors' report upon the financial statements of the Company and (ii) to such
independent counsel or other advisers as may be deemed necessary or appropriate
by the Audit Committee in fulfilling its role hereunder.
Although it is expected that the Audit Committee will adopt flexible
policies and procedures in order to address changing conditions and concerns, it
is expected that the following tasks will be performed by the Audit Committee on
a recurring basis:
- The Audit Committee shall have a clear understanding with management and
the independent auditors that the independent auditors are ultimately
accountable to the board and the audit committee, as representatives of
the Company's shareholders. The Audit Committee shall have the ultimate
authority and responsibility to evaluate and, where appropriate, replace
the independent auditors. The Audit Committee shall discuss with the
auditors their independence from management and the Company and the
matters included in the written disclosures required by the Independence
Standards Board or as required by the Public Company Accounting Oversight
Board. The Audit Committee shall review in advance and authorize any non-
audit services to be performed by the Company's independent auditors and
in connection therewith shall evaluate the impact of such services on the
auditors' independence. Annually, the Audit Committee shall review and
recommend to the board the selection of the Company's independent
auditors.
- The Audit Committee shall discuss with management and the independent
auditors the overall scope and plans for the audit including the adequacy
of staffing and compensation. The Audit Committee shall discuss with
management and the independent auditors the adequacy and effectiveness of
the accounting and
financial controls, including the Company's system to monitor and manage
business risk, and legal and ethical compliance programs. The Audit
Committee shall meet separately with the independent auditors, with the
Company's internal auditors and with internal accounting personnel, with
and without management present, to discuss the results of their
respective examinations. The Audit Committee shall annually review the
performance, staffing and resources of the Company's internal audit
staff.
- The Audit Committee shall review the interim financial statements with
management and the independent auditors prior to the filing of the
Company's Quarterly Report on Form 10-Q. The Audit Committee shall
discuss the results of the quarterly review and any other matters
required to be communicated to the committee by the independent auditors
under generally accepted auditing standards. The chairman of the Audit
Committee may represent the entire committee for the purposes of such
reviews.
- The Audit Committee shall review with management and the independent
auditors the financial statements to be included in the Company's Annual
Report on Form 10-K (or the annual report to shareholders if distributed
prior to the filing of Form 10-K), including their judgment about the
quality, not just acceptability, of accounting principles, the
reasonableness of significant judgments, and the clarity of the
disclosures in the financial statements. The Audit Committee shall
discuss the results of the annual audit and any other matters required to
be communicated to the committee by the independent auditors under
generally accepted auditing standards.
The Audit Committee shall establish procedures for (i) the receipt,
retention and treatment of complaints received by the Company regarding
accounting, internal accounting controls or auditing matters and (ii) the
confidential, anonymous submission by employees of the Company of concerns
regarding questionable accounting or auditing matters.
The Audit Committee shall report to the Board of Directors on its
activities not less frequently than quarterly and shall provide a summary report
for inclusion in the Company's proxy statement for its annual meeting in
accordance with applicable disclosure regulations.
(as amended and restated in May 2003)
PROXY
ALLIED HEALTHCARE PRODUCTS, INC.
ANNUAL MEETING OF STOCKHOLDERS - NOVEMBER 16, 2006
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 13, 2006, and the Annual Report to Stockholders
on Form 10-K, for the fiscal year ended June 30, 2006, 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 2006
Annual Meeting of Stockholders of the Company to be held on November 16, 2006 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 and in their discretion on
such other business as may properly come before the meeting or any adjournment
thereof:
A [x] Please mark your vote as in this example.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING "FOR" ALL NOMINEES
LISTED IN PROPOSAL
FOR AGAINST WITHHELD
[ ] [ ] [ ] 1. To elect the persons listed as directors of the
company to serve for a term of one year or
until their successors are elected and
qualified.
NOMINEES: Judith T. Graves, James B. Hickey,
Jr., Dr. William A. Peck, Earl R. Refsland,
John D. Weil.
(Instructions: To withhold authority to vote
for any individual nominee, strike a line through
the nominee's name on the list to the right.)
[ ] [ ] [ ] 2. Approval and adoption of the Allied Healthcare
Products, Inc. Incentive Stock Plan for
Non-Employee Directors.
PLEASE MARK THE FOLLOWING BOX
IF YOU PLAN TO ATTEND THE MEETING. [ ]
Signature _____________________________________ Date __________________________
NOTE: Please sign exactly as your name appears on this proxy card. If stock is
held jointly, both should sign. When signing as attorney, executor,
trustee or guardian, please give your full name.