[
]
Preliminary Proxy Statement
|
[
]
Confidential, for Use of the
|
[X]
Definitive Proxy Statement
|
Commission
Only (as Permitted by Rule
|
[
]
Definitive Additional Materials
|
14a-6(e)
(2))
|
[
]
Soliciting Material Pursuant to
|
|
Rule
14a-11(c) or Rule 14a-12
|
[X]
|
No
fee required
|
[
]
|
Fee
computed on table below per Exchange Act Rules 14a-6(i) (4) and
0-11.
|
1.
|
Title
of each class of securities to which transaction applies:
_____
|
2.
|
Aggregate
number of securities to which transaction applies:
_________
|
3.
|
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is
calculated and state how it was determined):
____________
|
4.
|
Proposed
maximum aggregate value of transaction: ______________
|
5.
|
Total
fee paid: _______________________________
|
[
]
|
Fee
paid previously with preliminary materials
|
[
]
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a) (2) and identify the filing for which the offsetting fee
was paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its filing.
|
1.
|
Amount
Previously Paid:
|
2.
|
Form,
Schedule or Registration Statement No.:
|
3.
|
Filing
Party:
|
4.
|
Date
Filed:
|
Re:
|
Notice
of Annual Meeting and Proxy
Statement
|
1.
|
Elect
Bovie’s entire Board of Directors, and
|
2.
|
Ratify
the selection of Bovie’s independent auditors for 2006.
|
3.
|
Stockholders
may be asked to transact such other business that may properly come before
the meeting.
|
By
order of the board of directors
|
/s/
Andrew Makrides
|
PRESIDENT
AND CHIEF EXECUTIVE OFFICER
|
August
11, 2006
|
CONTENTS
|
|
Page
|
|
ANNUAL
REPORT
|
4
|
STOCK
OWNERSHIP
|
4
|
MANAGEMENT
|
6
|
MEETINGS
OF THE BOARD OF DIRECTORS
|
7
|
DIRECTORS'
COMPENSATION
|
7
|
EXECUTIVE
COMPENSATION
|
8
|
BENEFICIAL
OWNERSHIP OF SECURITIES
|
12
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
|
14
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
15
|
OTHER
BUSINESS
|
16
|
PROPOSAL
ONE: ELECTION OF DIRECTORS
|
17
|
PROPOSAL
TWO: RATIFACTION OF SELECTION OF AUDITORS
|
17
|
·
|
You
can vote either in person at the Annual Meeting or by proxy without
attending the Annual Meeting. We urge you to vote by proxy even
if you
plan to attend the Annual Meeting; so that we will know as soon
as
possible that enough votes will be present for us to hold the
meeting.
|
·
|
To
vote by proxy, you must fill out the enclosed proxy, date and sign
it, and
return it in the enclosed postage-paid envelope.
|
·
|
If
you want to vote in person at the Annual Meeting, and you hold
your Bovie
stock through a securities broker (that is, in street name), you
must
obtain a proxy from your broker and bring that proxy to the
meeting.
|
·
|
That
depends upon whether the shares are registered in your name or
your
broker's name ("street name"). If you do not vote your shares held
in
street name, your broker can vote your shares on any of the matters
scheduled to come before the meeting.
|
·
|
If
you do not vote your shares held in your broker's name, or "street
name",
and your broker or its representative does not vote them, the votes
will
be broker non votes, which will have no effect on the vote for
any matter
scheduled to be considered at the Annual Meeting.
|
·
|
If
you do not attend and vote your shares which are registered in
your name
or if you do not otherwise fill out the proxy card and vote by
proxy, your
shares will not be voted.
|
·
|
to
allow the election inspector appointed for our Annual Meeting to
certify
the results of the vote;
|
·
|
as
necessary to meet applicable legal requirements, including the pursuit or
defense of a judicial action;
|
·
|
where
we conclude in good faith that a bona fide dispute exists as to
the
authenticity of one or more proxies, ballots, or votes, or as to
the
accuracy of the tabulation of such proxies, ballots, or
votes;
|
·
|
where
a stockholder expressly requests disclosure or has made a written
comment
on a proxy;
|
·
|
Where
contacting stockholders by us is necessary to obtain a quorum,
the names
of stockholders who have or have not voted (but not how they voted)
may be
disclosed to us by the election inspector appointed for the Annual
Meeting;
|
·
|
aggregate
vote totals may be disclosed to us from time to time and publicly
announced at the meeting of stockholders at which they are relevant;
and
in the event of any solicitation of proxies with respect to any
of our
securities by a person other than us of which solicitation we have
actual
notice.
|
Name
|
Position
|
Director
Since
|
Andrew
Makrides
|
Chairman
of the Board,
|
December,
1982
|
President,
CEO, Principal
|
||
Accounting
Officer and Director
|
||
J.
Robert Saron
|
Director
and President of
|
August,
1994
|
Aaron
Medical Industries, Inc.
|
||
George
W. Kromer, Jr.
|
Director
|
October,
1995
|
Randy
Rossi
|
Director
|
August,
2004
|
Michael
Norman
|
Director
|
August,
2004
|
Brian
H. Madden
|
Director
|
September,
2003
|
Moshe
Citronowicz
|
Executive
Vice-President
|
-------
|
Chief
Operating Officer
|
Summary
Compensation Table
|
||||||||
|
Annual
Compensation
|
Long
Term Compensation
|
||||||
|
Awards
|
|
Payouts
|
|
||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
Name
and Principal Position
|
Year
|
Salary($)
|
Bonus($)
|
Other
Annual Compensation-($)*
|
Restricted
Stock Award(s) ($)
|
Securities
Underlying Options/ SARs(#)
|
LTIP
Payouts ($)
|
All
Other Compensation ($)
|
|
|
|
|
|
|
|
|
|
Andrew
Makrides
President,
CEO,
Chairman
of
the
Board
|
2005
|
$186,418
|
3,428
|
--
|
--
|
25,000
|
--
|
--
|
2004
|
$167,320
|
3,189
|
9,921
|
--
|
25,000
|
--
|
--
|
|
2003
|
$158,406
|
2,967
|
9,942
|
--
|
110,000
|
--
|
--
|
|
|
||||||||
J.
Robert
|
2005
|
$256,173
|
4,854
|
--
|
--
|
25,000
|
--
|
--
|
Saron
President
of Aaron
Medical
and
Director
|
2004
|
$233,036
|
4,515
|
16,533
|
--
|
25,000
|
--
|
--
|
2003
|
$219,786
|
4,200
|
15,568
|
--
|
110,000
|
--
|
--
|
|
|
||||||||
Moshe
|
2005
|
$193,451
|
3,567
|
--
|
--
|
25,000
|
--
|
--
|
Citronowicz
Executive
Vice
President-
Chief
Operating
Officer
|
2004
|
$170,766
|
3,318
|
15,848
|
--
|
25,000
|
--
|
--
|
2003
|
$158,637
|
3,086
|
14,345
|
--
|
110,000
|
--
|
--
|
|
|
||||||||
Charles
|
2005
|
$50,515
|
--
|
---
|
--
|
25,000
|
--
|
--
|
Peabody
|
2004
|
$81,825
|
1,579
|
7,893
|
--
|
25,000
|
--
|
--
|
Chief
|
2003
|
$77,221
|
1,532
|
6,216
|
--
|
60,000
|
--
|
--
|
Financial
|
||||||||
Officer
(**)
|
||||||||
|
Individual
Grants
|
Potential
Realizable
Value
at Assumed Annual Rates of Stock Price Appreciation for Option
Term
|
||||
Name
(a)
|
Number
of Securities
Underlying
Options Granted
(b)
|
%
of Total Options
Granted
to Employees in 2005
(c)
|
Exercise
or Base Price per Share
(d)(1)
|
Expiration
Date
(e)
|
5%($)
(f)
|
10%($)
(g)
|
Charles
Peabody(CFO)(3)
|
25,000
|
5.85%
|
2.25
|
05/05/15
|
||
Moshe
Citronowicz(COO)
|
25,000
|
5.85%
|
2.25
|
05/05/15
|
$
35,375
|
$
89,648
|
J.
Robert Saron(2)
|
25,000
|
5.85%
|
2.25
|
05/05/15
|
$
35,375
|
$
87,648
|
Andrew
Makrides(CEO)
|
25,000
|
5.85%
|
2.25
|
05/05/15
|
$
35,375
|
$
87,648
|
(1)
|
Such
restricted stock options were granted at an exercise price equal
to 100%
of fair market value on the date of grant.
|
(2)
|
President
of Aaron Medical Industries, Inc., our subsidiary.
|
(3)
|
Resigned
his position on August 9, 2005.
|
Plan
category
|
Number
of Securities
to
be issued upon
exercise
of
outstanding
options,
|
Weighted-average
exercise
price of
outstanding
options,
warrants
and rights
|
Number
of securities
remaining
available
for
future issuance
under
equity
compensation
plans
|
Equity
compensation Plans approved by Security holders
|
|
|
|
|
|
|
|
3,751,370
|
$1.14
|
483,300
|
|
Total
|
4,168,870
|
1.25
|
483,300
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
||
Name
|
Shares
Acquired on Exercise (#)
|
Value
Realized ($)
|
Number
of Securities Underlying Unexercised Options/SARs at December 31,
2005
(#)
|
Value
of Unexercised In-the Money Options/SARs at December 31, 2005($)
(1)
|
||
|
|
|
|
|||
Exercisable
|
Unexercisable
|
Exercisable
|
Unexercisable
|
|||
Andrew
Makrides
|
-
|
-
|
535,000
|
-
|
1,080,800
|
-
|
Alfred
Greco (2)
|
-
|
-
|
--
|
-
|
--
|
-
|
George
Kromer
|
-
|
-
|
440,000
|
-
|
868,325
|
-
|
Moshe
Citronowicz
|
25,000
|
72,000
|
465,000
|
-
|
952,200
|
-
|
Rob
Saron
|
-
|
-
|
555,000
|
-
|
1,141,650
|
-
|
Brian
Madden
|
-
|
-
|
85,000
|
-
|
66,300
|
-
|
Michael
Norman
|
-
|
-
|
60,000
|
-
|
46,800
|
-
|
Charles
Peabody (3)
|
-
|
-
|
--
|
-
|
--
|
-
|
Randy
Rossi
|
-
|
-
|
--
|
-
|
--
|
-
|
|
||||||
Total
|
25,000
|
72,500
|
2,190,000
|
-
|
4,195,575
|
-
|
(1)
|
Assumes
$2.98 per share fair market value on December 31, 2005 which was
the
closing price on December 31, 2005, the last day of trading on
American
Stock Exchange in 2005.
|
(2)
|
Mr.
Greco received 25,000 restricted options in 2005. He resigned his
position
on the board on May 9, 2005 but still remains corporate
counsel.
|
(3)
|
Mr.
Peabody resigned his position as CFO on August 9,
2005.
|
(a)
|
Upon
the death of the Executive and the Executive’s estate shall be paid the
basic annual compensation due the Employee pro-rated through the
date of
termination.
|
(b)
|
By
the Resignation of the Executive at any time upon at least thirty
(30)
days prior written notice to Bovie; and Bovie shall be obligated
to pay
the Employee the basic annual compensation due him pro-rated to
the
effective date of termination,
|
(c)
|
By
Bovie, for cause if during the term of the Employment Agreement
the
Employee violates the provisions of Paragraph 12 hereof, or is
found
guilty in a court of law of any crime of moral
turpitude.
|
(d)
|
By
Bovie, without cause, with the majority approval of the Board of
Directors, at any time upon at least thirty (30) days prior written
notice
to the Executive: and Bovie shall be obligated to pay the Executive
compensation currently in effect including all bonuses, accrued
or
prorate, and expenses up to the date of termination. Thereafter,
for the
period remaining under the contract, Bovie shall pay the Executive
the
salary then in effect at the time of termination payable weekly.
Employee
shall not have to account for other compensation other sources
or
otherwise mitigate his damages due to such termination.
|
(e)
|
If
Bovie terminates the agreement, without cause, or fails to meet
its
obligations to the Executive on a timely basis, or if there is
a change in
the control of Bovie, the Executive may elect to terminate his
employment
agreement. Upon any such termination or breach of any of its obligations
under the Employment Agreement, Bovie shall pay the Executive a
lump sum
severance equal to three times the annual salary and bonus in effect
the
month preceding such termination or breach as well as any other
sums which
may be due under the terms of the Employment Agreement up to the
date of
termination.
|
Bovie
Medical Corporation
|
||||
December
31, 2005
|
||||
|
Contract
|
Expiration
|
Current
|
Auto
|
|
Date
|
Date(1)
(2)
|
Base
Pay
|
Allowance
|
Andrew
Makrides
|
01/01/98
|
1/31/2009(1)
|
$178,274
|
$
6,067
|
J.
Robert Saron
|
01/01/98
|
1/31/2009(1)
|
252,410
|
6,067
|
Moshe
Citronowicz
|
01/01/98
|
1/31/2009(1)
|
185,482
|
6,067
|
Charles
Peabody*
|
--
|
(1)
|
Includes
total extensions for six years- Salaries increase annually pursuant
to a
contract formula. In the event of a change in control, each officer’s
contract contains an option for each respective officer to resign
and
receive 3 years salary.
|
(2)
|
If
not cancelled 30 days prior to year-end, the contract automatically
renews
for one year periods.
|
|
Number
of Shares
|
|
|
|
|
Nature
of
|
Percentage
of
|
||
Name
and Address
|
Title
|
Owned
(i)
|
Ownership
|
Ownership(i)
|
The
Frost National Bank
|
Common
|
1,000,000
|
Beneficial
|
5.5%
|
FBO
Renaissance
|
|
|
|
|
US
Growth Investment
|
|
|
|
|
Trust
PLC.
|
|
|
|
|
Trust
no. W00740100
|
|
|
|
|
|
|
|
|
|
The
Frost National Bank
|
Common
|
1,000,000
|
Beneficial
|
5.5%
|
FBO,
BFS US Special
|
|
|
|
|
Opportunities
Trust PLC.
|
|
|
|
|
Trust
no. W00118000
|
|
|
|
|
Directors
and Officers )
|
Common
|
850,800
|
Beneficial
|
5.8%
|
Andrew
Makrides (ii)
|
||||
734
Walt Whitman Road
|
||||
Melville,
NY 11746
|
||||
George
Kromer (iii)
|
Common
|
440,000
|
Beneficial
|
3.0%
|
P.O.
Box 188
|
||||
Farmingville,
NY 11738
|
|
|
|
|
|
J.
Robert Saron (iv)
7100
30th
Avenue North
St.
Petersburg, FL 33710
|
Common
|
799,363
|
Beneficial
|
5.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Moshe
Citronowicz (v)
7100
30th
Avenue North
St.
Petersburg, FL 33710
|
Common
|
639,591
|
Beneficial
|
4.4%
|
|
|
|
|
|
|
|
|
|
|
Brian
Madden (vi)
300
Garden City Plaza
Garden
City, NY 11530
|
Common
|
85,000
|
Beneficial
|
.6%
|
|
|
|
|
|
|
|
|
|
|
Mike
Norman (vii)
|
Common
|
60,000
|
Beneficial
|
.4%
|
410
Jericho Tpke,
|
|
|
|
|
Jericho,
NY
|
|
|
|
|
|
|
|
|
|
Randy
Rossi (viii)
|
Common
|
60,000
|
Beneficial
|
.4%
|
19
Bubbling Brook Rd.,
|
|
|
|
|
Walpole,
Mass
|
|
|
|
|
|
|
|
|
|
Officers
and Directors as a group(7 Persons) (ix)
|
|
2,934,754
|
|
18%
|
(i)
|
Based
on 14,040,728 outstanding shares of Common Stock and 4,168,870
outstanding
options to acquire a like number of shares of Common Stock as of
December
31, 2005, of which officers and directors owned a total of 2,190,000
options and 744,753 shares at December 31, 2005. We have calculated
the
percentages on the basis of the amount of outstanding securities
plus, for
each person or group, any securities that person or group has the
right to
acquire within 60 days pursuant to options, warrants, conversion
privileges or other rights.
|
(ii)
|
Includes
315,800 shares and 535,000 shares reserved pursuant to ten year
options owned by Mr. Makrides to purchase shares of Common Stock
of the
Company. Exercise prices for his options range from $.50 for 155,000
shares to $3.25 for 25,000 shares.
|
(iii)
|
Includes
440,000 shares reserved pursuant to ten year options owned by Mr.
Kromer
to purchase shares of the Company. Exercise prices for his options
range
from $.50 for 100,000 shares to $3.25 for 25,000
shares.
|
(iv)
|
Includes
555,000 shares reserved pursuant to 10 year options owned by Mr.
Saron,
exercisable at prices ranging from $.50 per share for 155,000 shares,
and
$3.25 per share for 25,000 shares.
|
(V)
|
Includes
465,000 shares reserved pursuant to 10 year options owned by Mr.
Citronowicz exercisable at prices ranging from $.50 for 155,000
shares to
$3.25 for 25,000 shares.
|
(vi)
|
Includes
85,000 shares reserved pursuant to 10 year options owned by Mr.
Madden
exercisable at prices ranging from $3.25 for 25,000 to $2.13 for
25,000
options to purchase Common Stock. Mr. Madden has no financial interest
in
25,000 shares of Bovie owned by his
wife.
|
(vii)
|
Includes
60,000 shares reserved pursuant to 10 year options owned by Mr.
Norman
exercisable at prices ranging from $2.13 for 25,000 shares to $2.25
for
35,000 shares.
|
(viii)
|
Includes
50,000 share reserved pursuant to 10 year options owned by Mr.
Rossi
exercisable at price ranging from $2.13 for 25,000 to $2.25 for
25,000
shares.
|
(ix)
|
Includes
2,190,000 shares reserved for outstanding options owned by all
Executive
Officers and directors as a group. The last date options can be
exercised
is May 5, 2015.
|
|
|
2005
|
|
2004
|
|
||
Audit
Fees (1)
|
|
$
|
130,027
|
|
$
|
133,442
|
|
|
|
|
|
|
|
|
|
Non-Audit
Fees:
|
|
|
|
|
|
|
|
Audit
Related Fees(2)
|
|
|
25,000
|
|
|
--
|
|
Tax
Fees(3)
|
|
|
5,000
|
|
|
5,000
|
|
All
other Fees(4)
|
|
|
--
|
|
|
--
|
|
Total
Fees paid to Auditor
|
|
$
|
160,027
|
|
$
|
138,442
|
|
(1)
|
Audit
fees consist of fees billed for professional services rendered
for the
audit of Bovie’s annual financial statements and review of the interim
consolidated financial statements included in quarterly reports
and
services that are normally provided by Bloom & Co., LLP in connection
with statutory and regulatory filings or engagements.
|
(2)
|
Audit-Related
fees consist of fees billed for assurance and related services
that are
reasonably related to the performance of the audit or review of
Bovie’s
consolidated financial statements and are not reported under “Audit Fees”.
During 2005 our auditor performed services and received fees relating
to
the filing of a Form S-3 with the SEC which constituted Audit Related
Fees.
|
(3)
|
Tax
fees consist of fees billed for professional services rendered
for tax
compliance, tax advice and tax planning (domestic and international).
These services include assistance regarding federal, state and
international tax compliance, acquisitions and international tax
planning.
|
(4)
|
All
other fees consist of fees for products and services other than
the
services reported above. In the past the Board of Directors had
considered
the role of Bloom & Co., LLP in providing certain tax services to
Bovie and had concluded that such services were compatible with
Bloom
& Co., LLP’s independence as our auditors. In addition, since the
effective date of the SEC rules stating that an auditor is not
independent
of an audit client if the services it provides to the client are
not
appropriately approved (which was previously done by the Board
of
Directors). Now the Audit Committee will pre-approve all audit
and
permissible non-audit services provided by the independent
auditors.
|
THE
BOARD RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE FOLLOWING
NOMINEES.
|
ANDREW
MAKRIDES
|
J.
ROBERT SARON
|
RANDY
ROSSI
|
MICHAEL
NORMAN
|
GEORGE
W. KROMER, JR.
|
BRIAN
H. MADDEN
|
FOR
[ ] AGAINST [ ]
|
|
EACH
NOMINEE LISTED:
|
|
Andrew
Makrides
|
|
J.
Robert Saron
|
|
Randy
Rossi
|
|
Michael
Norman
|
|
George
W. Kromer, Jr.
|
|
Brian
Madden
|
|
(Instruction:
To withhold authority to vote for any nominee, circle that nominee's
name
in the above list)
|
|
(Continued
and to be signed and dated on reverse side)
|
|
(Back
of Proxy)
|
|
PROXY
|
|
(Please
sign and date below)
|
|
2.
|
To
ratify the selection of BLOOM & CO., LLP as independent auditors for
the Company.
|
FOR
[ ] AGAINST [ ] ABSTAIN [ ]
|
|
Dated:_________________________,
2006
|
|
----------------------------------------------------
|
|
(Please
Print Name)
|
|
----------------------------------------------------
|
|
(Signature
of Stockholder) (Title, if applicable)
|
|
----------------------------------------------------
|
|
(Please
Print Name)
|
|
----------------------------------------------------
|
|
(Signature
of Stockholder) (Title, if
applicable)
|