o Preliminary Proxy Statement |
o
Confidential, for Use
of the Commission Only (as Permitted by Rule 14a-6(e)
(2))
|
x
Definitive Proxy
Statement
|
|
o
Definitive Additional Materials
|
|
o
Soliciting Material Pursuant
to Rule
14a-11(c) or Rule 14a-12
|
1. |
Elect
Bovie’s Board of Directors;
|
2. |
Ratify
the selection of Bovie’s independent auditors for
2009;
|
3. |
Transact
such other business that may properly come before the
meeting.
|
Page
|
|
ABOUT
THE ANNUAL MEETING
|
4
|
ANNUAL
REPORT
|
6
|
STOCK
OWNERSHIP
|
6
|
BOARD
OF DIRECTORS
|
6
|
CURRENT
DIRECTORS AND NOMINEES
|
7
|
MEETINGS
OF THE BOARD OF DIRECTORS
|
9
|
DIRECTORS'
COMPENSATION
|
9
|
EXECUTIVE
COMPENSATION
|
9
|
BENEFICIAL
OWNERSHIP OF SECURITIES
|
14
|
SECTION
16 (a) REPORTING COMPLIANCE
|
16
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
|
16
|
OTHER
BUSINESS
|
18
|
PROPOSAL
ONE: ELECTION OF DIRECTORS
|
19
|
PROPOSAL
TWO: RATIFACTION OF SELECTION OF AUDITORS
|
20
|
(a) |
How
may I vote my shares in person at the meeting?
|
(b) |
How
can I vote my shares without attending the
meeting?
|
(a) |
Can
a shareholder change his vote?
|
(b) |
How
can I change my vote after I return my proxy
card?
|
§
|
to
allow the election of an 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,
President,
CEO, Director
|
December,
1982
|
||
Moshe
Citronowicz
|
Executive
Vice-President
Chief
Operating Officer
|
-------
|
||
J.
Robert Saron
|
Director
and President of
Aaron
Medical Industries, Inc.
|
August,
1994
|
||
Gary
Pickett
|
Principal
Accounting Officer (CFO)
|
-------
|
||
George
W. Kromer, Jr.
|
Director
|
October,
1995
|
||
Randy
Rossi
|
Director
|
August,
2004
|
||
Michael
Norman
|
Director
|
August,
2004
|
||
Brian
H. Madden
|
Director
|
September,
2003
|
||
Steve
Livneh
|
Director
|
April,
2008
|
||
Steve
MacLaren
|
Director
|
April,
2008
|
Name
And
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-
Equity
Incentive
Plan
Compensa-
tion
Earnings
($)
|
Change
in
Pension
Value
and
Nonquali-
fied
Deferred
compen-
sation
Earnings
($)
|
All
Other
Compen-
Sation
($)
|
Total
($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Andrew
Makrides
President,
CEO, Chairman of the Board
|
2007
2006
2005
|
$195,452
$217,358*
(1)
$180,108
|
3,685
3,685
3,428
|
0
0
0
|
0
0
56,250
|
0
0
0
|
0
0
0
|
21,770
(6)
19,646
(7)
13,366
(8)
|
$220,907
$240,689
$253,152
|
Gary
D. Pickett
Chief
Financial
Officer
and
Secretary
|
2007
2006
2005
|
$94,457
$66,442*
(A)(4)
0
|
1,904
1,731
0
|
0
0
0
|
88,200*(5)
0
0
|
0
0
0
|
0
0
0
|
3,097
(9)
1,488
(10)
0
|
$187,658
$
69,661
0
|
J.
Robert Saron
President
Aaron
Medical
and
Director
|
2007
2006
2005
|
$276,680
$281,109*
(2)
$249,863
|
5,218
5,218
4,854
|
0
0
0
|
0
0
56,250
|
0
0
0
|
0
0
0
|
20,413(11)
16,201(12)
16,548(13)
|
$302,311
$302,528
$327,515
|
Moshe
Citronowicz
Vice
President
Chief
Operating
Officer
|
2007
2006
2005
|
$203,349
$242,947*
(3)
$187,141
|
3,834
3,834
3,567
|
0
0
0
|
0
0
56,250
|
0
0
0
|
0
0
0
|
20,109(14)
18,506(15)
16,273(16)
|
$227,292
$265,287
$263,231
|
Steve
Livneh
President
Bovie
Canada
|
2007
2006
2005
|
$174,155
$
36,060* (B)
--
|
3,523
2,885
--
|
0
0
--
|
0
0
--
|
0
0
--
|
0
0
--
|
12,664(17)
1,750
(18)
--
|
$190,342
$40,695
--
|
(a)
|
Upon
the death of the Executive, the Executive’s estate shall be paid the basic
annual compensation due the Employee pro-rated through the date
of death.
|
(b)
|
By
the Resignation of the Executive at any time upon at least thirty
(30)
days prior written notice to Bovie in which case 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. In this case Bovie shall be obligated to pay
the
Executive compensation in effect at such time, including all
bonuses,
accrued or prorated, and expenses up to the date of termination.
Thereafter, for the period remaining under the contract, Bovie
shall pay
the Executive the salary in effect at the time of termination
payable
weekly until the end of their contract.
|
(e)
|
If
Bovie 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, 2007
|
|
Contract
|
Expiration
|
Current
|
Auto
|
|||||||||
|
Date
|
Date
|
Base
Pay
|
Allowance
|
|||||||||
|
|
|
|
|
|||||||||
Andrew
Makrides
|
02/01/00
|
1/31/2011
|
$
|
186,091
|
$
|
6,310
|
|||||||
J.
Robert Saron
|
02/01/00
|
1/31/2011
|
$
|
263,406
|
$
|
6,310
|
|||||||
Moshe
Citronowicz
|
02/01/00
|
1/31/2011
|
$
|
193,507
|
$
|
6,310
|
|||||||
Steve
Livneh
|
10/02/06
|
11/01/2009
|
$
|
150,000
|
$
|
6,310
|
|||||||
Gary
Pickett
|
6/18/07
|
6/18/2009
|
$
|
90,000
|
$
|
-
|
Estimated Future Payouts
Under
Non-Equity
Incentive
Plan Awards
|
All
Other
Option Awards:
#
of Shares
|
Exercise
Price)
|
Grant
Date
Fair
Value
|
|||||||||||||
Name
|
Grant
Date
|
Target
($)
|
Underlying
Options
|
of Options
($/Sh
|
of
Option
Awards ($)
|
|||||||||||
Andrew
Makrides
|
--
|
--
|
--
|
--
|
--
|
|||||||||||
J.
Robert Saron
|
--
|
--
|
--
|
--
|
--
|
|||||||||||
Moshe
Citronowicz
|
--
|
--
|
--
|
--
|
--
|
|||||||||||
Steve
Livneh
|
--
|
--
|
--
|
--
|
--
|
|||||||||||
Gary
Pickett
|
1/12/07
|
--
|
20,000
|
$
|
8.66
|
$
|
73,200
|
|||||||||
3/29/07
|
--
|
5,000
|
$
|
7.10
|
$
|
15,000
|
||||||||||
Outstanding
Equity Awards at 12/31/07
|
|||||||||||||
Name
|
# of Securities
Underlying
Unexercised
Options
(# Exercisable)
|
#
of Securities
Underlying
Unexercised
Options
(# Unexercisable)
(*)
|
Option
Exercise
Price
($/sh)
|
Option
Expiration
Date
|
|||||||||
Andrew
Makrides
|
150,000
|
--
|
0.75
|
1/1/2008
|
|||||||||
75,000
|
--
|
0.50
|
4/23/2011
|
||||||||||
80,000
|
--
|
0.50
|
4/23/2011
|
||||||||||
85,000
|
--
|
0.70
|
1/21/2013
|
||||||||||
25,000
|
--
|
3.25
|
9/29/2013
|
||||||||||
25,000
|
--
|
2.13
|
9/23/2014
|
||||||||||
25,000
|
--
|
2.25
|
5/5/2015
|
J.
Robert Saron
|
75,000
|
--
|
0.75
|
1/1/2008
|
|||||||||
37,500
|
--
|
0.50
|
4/23/2011
|
||||||||||
40,000
|
--
|
0.50
|
4/23/2011
|
||||||||||
42,500
|
--
|
0.70
|
1/21/2013
|
||||||||||
12,500
|
--
|
3.25
|
9/29/2013
|
||||||||||
12,500
|
--
|
2.13
|
9/23/2014
|
||||||||||
12,500
|
--
|
2.25
|
5/5/2015
|
||||||||||
Moshe
Citronowicz
|
150,000
|
--
|
0.75
|
1/1/2008
|
|||||||||
75,000
|
--
|
0.50
|
4/23/2011
|
||||||||||
80,000
|
--
|
0.50
|
4/23/2011
|
||||||||||
85,000
|
--
|
0.70
|
1/21/2013
|
||||||||||
25,000
|
--
|
3.25
|
9/29/2013
|
||||||||||
25,000
|
--
|
2.13
|
9/23/2014
|
||||||||||
25,000
|
--
|
2.25
|
5/5/2015
|
||||||||||
Gary
Pickett
|
20,000
|
--
|
8.66
|
1/12/2017
|
|||||||||
5,000
|
--
|
7.10
|
3/29/2017
|
||||||||||
Steve
Livneh
|
(1)
|
100,000
|
--
|
3.26
|
1/1/2016
|
Name
|
Fees
Earned
Or
Paid
In
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensa-
tion
($)
|
Change
in Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensa-
tion
($)
|
Total
($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
Brian
Madden
|
0
|
0
|
$45,750*
(1)
|
0
|
0
|
0
|
$45,750
|
Michael
Norman
|
0
|
0
|
$45,750*
(2)
|
0
|
0
|
0
|
$45,750
|
Randy
Rossi
|
0
|
0
|
$36,600*
(3)
|
0
|
0
|
0
|
$36,600
|
August
Lentricchia
|
0
|
0
|
$17,400*
(4)
|
0
|
0
|
0
|
$17,400
|
|
Number
of Shares
|
|
|
|
|
|
|||
Name
and Address
|
Title
|
Owned
(i)
|
Nature
of
Ownership
|
Percentage
of
Ownership(i)
|
The
Frost National Bank
|
Common
|
1,000,000
|
Beneficial
|
6.5%
|
FBO
Renaissance
|
||||
US
Growth Investment
|
||||
Trust
PLC.
|
||||
Trust
no. W00740100
|
||||
|
||||
The
Frost National Bank
|
Common
|
1,000,000
|
Beneficial
|
6.5%
|
FBO,
BFS US Special
|
||||
Opportunities
Trust PLC.
|
||||
Trust
no. W00118000
|
||||
|
||||
Directors
and Officers
|
||||
Andrew
Makrides
|
Common
|
821,800(ii)
|
Beneficial
|
5.3%
|
734
Walt Whitman Road
|
||||
Melville,
NY 11746
|
||||
|
||||
George
Kromer
|
Common
|
383,500(iii)
|
Beneficial
|
2.5%
|
P.O.
Box 188
|
||||
Farmingville,
NY 11738
|
J.
Robert Saron
|
Common
|
503,863(iv)
|
Beneficial
|
3.3%
|
7100
30th
Avenue North
|
||||
St.
Petersburg, FL 33710
|
||||
Brian
Madden
300
Garden City Plaza
Garden
City, NY 11530
|
Common
|
103,000
(vi)
|
Beneficial
|
0.7%
|
Mike
Norman
|
Common
|
72,500(vii)
|
Beneficial
|
0.5%
|
410
Jericho Tpke.
|
||||
Jericho,
NY
|
||||
|
||||
Randy
Rossi
|
Common
|
45,000(viii)
|
Beneficial
|
0.3%
|
2641
Kelliwood Circle
|
||||
Shreveport,
LA
|
||||
Moshe
Citronowicz
7100
30th
Avenue North
St.
Petersburg, FL 33710
|
Common
|
619,591
(v)
|
Beneficial
|
4.0%
|
Gary
Pickett
|
Common
|
25,000
(ix)
|
Beneficial
|
0.2%
|
7100
30th
Avenue North
St.
Petersburg, FL 33710
|
||||
Steve
Livneh
|
Common
|
300,000
(x)
|
Beneficial
|
1.9%
|
4056
North Services Rd. E.
|
||||
Windsor,
Canada
|
||||
August
Lentricchia
|
Common
|
9,100
(xi)
|
Beneficial
|
0.1%
|
734
Walt Whitman Road
Melville,
NY 11746
|
||||
Steve
MacLaren
|
Common
|
5,000
(xii)
|
Beneficial
|
.0003%
|
113
Harbor View Lane
|
||||
Belleair
Bluffs, FL 33770
|
||||
Officers
and Directors as a group (11 Persons)
|
2,888,354(xiii)
|
18.7%
|
·
|
Cash
of $350,000; $150,000 of which was paid at inception. The remaining
$200,000 is being paid in $50,000 installments in October 2007,
October
2008, October 2009 and October 2010.
|
·
|
200,000
shares of our restricted common stock; 80,000 of which vested
immediately,
40,000 of which vested in October 2006, 40,000 of which vested
in October
2007 and 40,000 of which are to vest in October
2008
|
·
|
80,000
shares upon the receipt of certain FDA marketing
clearances.
|
·
|
17,500
shares upon the Company attaining $1,000,000 in net sales of
the “Seal and
Cut Product”
|
·
|
17,500
shares upon the Company attaining $3,000,000 in net sales of
the “Seal and
Cut Product”17,500 shares upon the Company attaining $1,000,000 in net
sales of the “Modullion Product”
|
·
|
17,500
shares upon the Company attaining $3,000,000 in net sales of
the
“Modullion Product”
|
-
|
Tip-On-Tube
a disposable tip technology complementary to Bovie’s previously acquired
and announced Modular Ergonomic Grip (MEG) forceps. Bovie acquired
the MEG
technology in January 2006.
|
-
|
A
new surgical handle platform called the Polarian. The Polarian
handle
supports a plurality of electrical and mechanical modes to be
used in
conjunction with disposable, Seal-N-Cut bipolar cartridges. This
is an
advanced entrant into the growing vessel and tissue sealing and
cutting
market.
|
FOR [ ] | AGAINST [ ] |
FOR [ ] | AGAINST [ ] | ABSTAIN [ ] |
|
|
(Please
Print Name)
|
|
|
|
(Signature
of Stockholder) (Title, if applicable)
|
|
|
|
(Please
Print Name)
|
|
|
|
(Signature
of Stockholder) (Title, if
applicable)
|