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 [_] Soliciting Material Under Rule
[_] Confidential, For Use of the 14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
DAXOR CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(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:
________________________________________________________________________________
DAXOR CORPORATION
350 FIFTH AVENUE, SUITE 7120
NEW YORK, NY 10118
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 23, 2005
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of DAXOR
CORPORATION (the "Company") will be held at the principal office of the Company,
350 Fifth Avenue (Empire State Building), Suite 7120, New York City, on
Thursday, June 23, 2005 at 5 p.m., Eastern Daylight Time, for the following
purposes:
1. To elect a board of six directors, each to serve for a term of one
year and until his successor shall have been duly elected and
qualified.
2. To transact such other business as may properly come before the
meeting, or any adjournment thereof.
By Order of the Board of Directors,
Diane M. Meegan
Corporate Secretary
April 29, 2005
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WISH YOUR SHARES TO BE
VOTED, PLEASE SIGN, DATE AND MAIL THE ACCOMPANYING FORM OF PROXY AS PROMPTLY AS
POSSIBLE IN THE ENCLOSED ENVELOPE.
TABLE OF CONTENTS
ABOUT THE MEETING
What is the purpose of the annual meeting?
Who is entitled to vote?
What constitutes a quorum?
How do I vote?
Can I change my vote after I submit my proxy card? What are the
Board's recommendations?
What is the Company's policy with respect to Board member attendance
at the annual meeting of shareholders?
STOCK OWNERSHIP
How much stock do the Company directors and director nominees own?
Section 16(a) Beneficial Ownership Reporting Compliance
ITEM 1- ELECTION OF DIRECTORS
Directors Standing for Election
DIRECTORS COMPENSATION
How are directors compensated?
How often did the Board meet during fiscal 2004?
OFFICERS
Company Officers
EXECUTIVE COMPENSATION
Executive Compensation Summary Table
STOCK OPTIONS
THE AUDIT COMMITTEE
Audit Committee
Report of the Audit Committee
Audit Fees
Investment Risk Management
PERFORMANCE GRAPHS
OTHER MATTERS
ADDITIONAL INFORMATION
DAXOR CORPORATION
350 Fifth Avenue, Suite 7120
New York, NY 10118
PROXY STATEMENT
The accompanying proxy is solicited by and on behalf of the Board of
Directors of Daxor Corporation, a New York Corporation (the "Company"), for use
at the Annual Meeting of Shareholders to be held at the principal office of the
Company, 350 Fifth Avenue, Suite 7120, New York City, on Thursday, June 23, 2005
at 5:00 p.m., Eastern Daylight Time (the "Meeting"), or any adjournment thereof.
Shareholders of record at the close of business on April 15, 2005 will be
entitled to vote at the meeting.
ABOUT THE MEETING
What is the purpose of the annual meeting?
At the Company's annual meeting, stockholders will act upon the matters
outlined in the accompanying notice of meeting, including the election of
directors and the stock option plan. In addition, the Company's management will
report on the performance of the Company during 2004 and respond to questions
from the stockholders.
Who is entitled to vote?
Only stockholders of record at the close of business on the record date,
April 15, 2005 are entitled to receive notice of the annual meeting and to vote
the shares of common stock that they held on that date at the meeting, or at any
time and date to which the annual meeting may be properly adjourned or
postponed. Each outstanding share entitles its holder to cast one vote on each
matter to be voted upon.
What constitutes a quorum?
The presence at the meeting, in person or by proxy, of the holders of a
majority of the shares of common stock outstanding on the record date will
constitute a quorum, permitting the meeting to conduct its business. As of the
record date, shares of common stock of the Company were outstanding. Proxies
received but marked as abstentions and broker non-votes will be included in the
calculation of the number of shares considered to be present at the meeting.
How do I vote?
The Company will solicit proxies by mail. Arrangements will be made with
brokerage houses and other custodians, nominees, and fiduciaries to forward
solicitation material to the beneficial owners of the shares held of record by
such persons, and the Company will reimburse them for the reasonable
out-of-pocket expenses incurred by them in doing so.
Can I change my vote after I return my proxy card?
The shares represented by the accompanying proxy will be voted as directed
with respect to the election of directors or, if no direction is indicated, will
be voted in favor of election as directors of the nominees listed below and vote
in favor of the 2005 stock option plan. Each proxy executed and returned by a
shareholder may be revoked at any time hereafter by giving written notice of
such revocation to the Secretary of the Company, except as to any matter or
matters upon which, prior to such revocation, a vote shall have been cast
pursuant to the authority conferred by such proxy.
What are the Board's recommendations?
Unless you give other instructions on your proxy card, the persons named
as proxy holders on the proxy card will vote in accordance with the
recommendation of the Board of Directors. The Board's recommendation is set
forth together with the description of each item in this proxy statement. In
summary, the Board recommends a vote for election of the nominated slate of
directors and approval of the stock option plan.
With respect to any other matter that properly comes before the meeting,
the proxy holders will vote as recommended by the Board of Directors or, if no
recommendation is given, at their own discretion.
The Annual Report to Shareholders for the fiscal year ended December 31,
2004 including financial statements, is being sent to shareholders on or before
the date of this Proxy Statement which is the approximate date on which the
Proxy Statement and form of proxy are first being sent or given to shareholders.
The Board of Directors of the Company, on the recommendation of its audit
committee consisting of a majority of independent directors, has selected the
firm of Rutenberg Meril Solomon Bertiger & Guttilla, P.C. Certified Public
Accountants, as the principal accountants for the current fiscal year. They (and
their predecessors) have served in such capacity since 1974.
What is the Company's policy with respect to Board member attendance at annual
meetings of stockholders?
Board members are encouraged to attend the Company's annual meetings of
stockholders. Five of the Company's five board members attended the 2004 annual
meeting of stockholders.
STOCK OWNERSHIP
How much stock do the Company's directors and director nominees own?
On April 15, 2005 the Company had issued and outstanding 4,637,326 shares
of common stock, par value $.01 per share ("Common Stock"), each of which
entitled the holder to one vote. Voting is not cumulative.
The following table sets forth information as of April 15, 2005, with
respect to all shareholders known by the Company to be beneficial owners of more
than 5% of the outstanding Common shares, all Directors and all Director
nominees as a group. Except as noted below, each shareholder has sole voting and
investment power with respect to shares owned.
--------------------------------------------------------------------------------
Name of Number of Common
Beneficial Owner Shares Beneficially Owned Percent
---------------- ------------------------- -------
Joseph Feldschuh, M.D 3,141,629 67.85%
Robert Willens 5,600
Martin S. Wolpoff 2,000
James A. Lombard 500
Stephen Valentine, RA 0
Philip Hudson 117,700
All directors and nominees
as a group 3,267,429 70.46%
--------------------------------------------------------------------------------
Directors, including the President, have options totaling 13,500 shares of Daxor
stock exercisable at $10.00 to $25.32/share
(1) The percentage ownership calculation of each beneficial owner has been made
on the basis of outstanding shares of the Corporation's Common Stock as of the
record date.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Based upon a review of
the filings with the Securities and Exchange Commission, the Company believes
that all of the Company's directors and executive officers complied during 2004
with the reporting requirements of Section 16(a) of the Securities Act of 1934.
Item I. Nomination of Board of Directors
The Board of Directors has an Audit Committee and a Compensation and Stock
Option Committee. The Board does not have a standing nominating committee or a
charter with respect to the process for nominating directors for election to the
Company's Board of Directors. The Company qualifies as a "controlled company"
under American Stock Exchange ("AMEX") rules, as Joseph Feldschuh, M.D. controls
more than 50% of the Company's voting power, as evidenced by the Company's
ownership records. As a result, The Amex continued listing standards do not
require the Company to have a nominating committee or a written charter.
Shareholders and members of the Company's Board submit nominees for election to
the Company's Board of Directors to the entire Board for its consideration.
Item II. Election of Directors
Shareholders are being asked to elect an entire board of six directors to
serve on the Board of Directors of Daxor Corporation to hold office until the
next annual meeting or until their successors shall have been duly elected and
shall have qualified. The proxies will vote all proxies received "FOR" the
election as directors of the nominees listed below if no direction to the
contrary is given. In the event that any nominee is unable to serve, the proxy
solicited herewith may be voted, in the discretion of the proxies, for the
election of another person in his stead. The Board of Directors knows of no
reason to anticipate that this will occur.
The following table sets forth the name, age, current and past five years
business experience, directorship, and positions held with the Company by each
person nominated for election as director.
Principal Occupation and Director Continuously
Name and Age Position with the Company Since
------------ ------------------------- -----
Joseph Feldschuh, M.D., 69 Chairman of the Board of Directors 1974
and President of the Company (1)
Robert Willens, 58 Managing Director, Mergers & Acquisition 2002
Lehman Brothers, Inc., Director (2)
James Lombard, 70 Director of Administrative Services 1989
Division, New York City Council
(Retired), Director (3)
Martin S. Wolpoff, 62 Educational Consultant, 1989
Director, Administration Community
School District (Retired), Director (4)
Stephen Valentine, RA, 51 President and Owner of
Stephen Valentine Architect (5) 2004
Philip N. Hudson, 54 Minister, former registered principal Director Nominee
w/NASD
--------------------------------------------------------------------------------
(1) Joseph Feldschuh, M.D. has been President of Daxor since 1974. He is on
the staff of Montefiore Hospital and Medical Center. From 1966 to 1983,
Dr. Feldschuh was Director of the Cardiac Metabolic Laboratory at
Metropolitan Hospital. He has been a Clinical Associate Professor in both
medicine and pathology at New York Medical College and an Assistant
Clinical Professor at Cornell Medical School. He performed the basic
research at the College of Physicians and Surgeons (Columbia University)
on the measurement and prediction of normal human blood volume. He is the
co-inventor of the BVA-100 Blood Volume Analyzer and the inventor of the
quantitative injection kit for the BVA-100. Originally trained in
Endocrinology,
he is Board Certified in Cardiology and Internal Medicine. Dr. Feldschuh
is the Chief Scientist for the Company. He has been personally involved in
measuring blood volume on more than 4,000 patients during his medical
career. It is believed that Dr. Feldschuh has performed blood volume
measurements on more patients than any other physician in the United
States. In addition to his duties as Chief Scientist, Dr. Feldschuh is
also responsible for managing the Company's investment portfolio, which is
an important source of income for the Company's operations.
(2)* Robert Willens is a Managing Director in the Mergers & Acquisition
department at Lehman Brothers, Inc., in New York. Mr. Willens specializes
in tax and accounting issues and in this capacity advises most areas of
the firm regarding the optimal structures for corporate capital
transactions. In addition, he has been instrumental in developing certain
financial "products" with a view towards insuring that these products will
provide clients with the desired tax and accounting results. Prior to
joining Lehman Brothers (in 1987), Mr. Willens was a tax partner in the
New York office of what was then known as Peat Marwick. Mr. Willens is a
prolific author and has written Taxation of Corporate Capital
Transactions, as well as over 200 articles for various professional
journals. Each year of the past 10 years, Mr. Willens has been named to
Institutional Investor's "All-American Research" Team. For the past 4
years, Mr. Willens was named by Accounting Today as one of the 100 "Most
Influential Accountants" in the United States. Mr. Willens serves as
Adjunct Professor (Finance Department) at Columbia University's Graduate
School of Business where he teaches the course entitled "Investment
Banking Tax Factors."
(3)* James A. Lombard holds an undergraduate degree in Business Administration
(BBA) from Iona College and a Masters Degree (MBA) in Marketing, Banking,
and Finance from New York University Graduate School of Business
Administration. Mr. Lombard recently retired as Director, Administrative
Services Division, City Council of New York and actively participates in
civic and community affairs. Prior to joining the City Council, he worked
in the field of banking holding various administrative positions with
Citicorp and other major banking institutions.
(4)* Martin S. Wolpoff holds B.A., M.A. and M.S. degrees from the City
University of New York. He has been active in community affairs since the
1970's. He has served on his local community board (as a member for over
two decades and its chair for three years), community school board (member
for nine years, president for three), Community Development Corporation
(member for almost 10 years), and a member of the community advisory board
for a New York City hospital. Mr. Wolpoff is retired from the New York
City public school system, having served since 1965 as an educator,
supervisor and administrator. He is currently an educational consultant.
(5) Stephen Valentine, RA has contributed to the design of major commercial
and institutional projects worldwide for more than two decades. At I.M.
Pei and Partners, Mr. Valentine served as a senior architect and design
team member for the highly-acclaimed United States Holocaust Memorial
Museum in Washington D.C., and for New York's Jacob Javits Convention and
Exhibition Center, the world's largest space-frame structure. Mr.
Valentine was a senior design architect for the Hong Kong Convention and
Exhibition Center, the landmark structure that was the host site in 1997
for the transfer of governmental authority from the United Kingdom to the
People's Republic of China. His current project, Timeship, will be the
world's first comprehensive facility devoted to life extension research
that includes cryopreservation for both extinct and near extinct species,
DNA, semen, eggs, embryos, and human organs for transplant. Mr. Valentine
has taught at Pratt Institute as an adjunct professor in architecture for
more than 12 years, where he previously received his Bachelor of
Architecture in 1977. He is a recipient of the American Institute of
Architects' School Medal.
(6) Philip N. Hudson earned his undergraduate degree in Business
Administration (BBA) from Trinity University (San Antonio, TX) in 1972. He
started in the brokerage industry in 1973 as a securities and commodities
broker. In 1980 he became a Registered Principal with the NASD and started
his own brokerage firm. He has since left the industry. He is a partner in
oil and gas ventures, which he oversees. For the past 5 years he has
served as an unpaid advisor to the company. Mr. Hudson has been a
continual holder of Daxor stock since 1996. Since 1985 he has volunteered
his time in the pastoral ministry, with his wife, at Community Bible
Church in San Antonio.
* (member of the Audit Committee)
--------------------------------------------------------------------------------
For 15 years, the Board of Directors comprised of 5 directors. In the past 2
years, the Board of Directors expanded to 6 directors. The current policy is to
return to a Board of 5 directors. Four of the five members of the Board are
qualified as independent directors.
--------------------------------------------------------------------------------
DIRECTORS COMPENSATION
How are directors compensated?
For the year ended December 2004, the Company paid Directors $1,000 plus
$500 for each meeting attended, plus expenses. The Company anticipates paying
fees to Directors up to a maximum of $3,500 per year to each non-employee
director.
How often did the Board meet during fiscal 2004?
The Board of Directors met four times during 2004, of which 4 out of the 5
directors were in attendance at all of the meetings.
OFFICERS
GARY FISCHMAN obtained his Doctor of Podiatric Medicine from the
Pennsylvania College of Podiatric Medicine and his Ph.D. in Pathology from
Thomas Jefferson University. He served as Professor in Physiology. He joined
Daxor Corporation in May 1998 and comes from a background of teaching and
research. He is a diplomate of the American Academy of Pain Management. Dr.
Fischman is currently Vice President of Research at Daxor Corporation. Dr.
Fischman serves as the coordinator between various users of the BVA-100 for
Quality Assurance testing and review of complex cases.
STEPHEN FELDSCHUH earned his undergraduate degree in Business
Administration (BS) from Boston University in 1988. He obtained his Master's
degree (MBA) in Finance from Baruch College in 1997. After graduating college,
he worked for Bear Sterns & Merrill Lynch as a Commodity Broker & Futures
Trader. From 1992 to 1997, he joined Daxor as Operations Manager with various
responsibilities including Quality Assurance of the laboratory. From mid 1997 to
1999, Mr. Feldschuh was a financial analyst doing Mergers & Acquisitions in the
staffing industry for Headway Corporate Resources. Mr. Feldschuh then worked for
Delia's Inc. as a Financial Controller until 2001 when he rejoined Daxor
Corporation as Vice President of Operations. In 2003, Mr. Feldschuh was named
Chief Financial Officer. Stephen Feldschuh is the son of Dr. Joseph Feldschuh,
CEO.
JOHN REYES-GUERRA has 16 years of healthcare/medical product and service
sales experience. Mr. Reyes-Guerra joined Daxor as the Northeast Regional
Manager in 2002. In May 2004 he was promoted to Vice President of Sales and
Marketing. During the past year, he has been responsible for assembling an 11
person sales team and a four person support team. He has also coordinated the
development of sales and marketing materials. Prior to Daxor, he held various
sales and sales management positions with Toshiba Medical Systems, Stryker
Medical, Picker Health Care Products, and BFI Medical Systems. Mr. Reyes-Guerra
is a 1987 graduate of Elmira College.
RONALD H. BALDRY was educated at the University of Durham in Great
Britain, where he received his B.S.E.E, specializing in electronic instruments.
Mr. Baldry was employed as a development engineer for instrumentation at nuclear
research establishments in the United Kingdom and at Oak Ridge National
Laboratory. Mr. Baldry was involved in the original mechanical design of the
Company's BVA-100 Blood Volume Analyzer. Mr. Baldry was appointed Vice
President/Engineering in 1996. He heads Daxor Oak Ridge. Mr. Baldry has been
responsible for coordinating construction of the BVA-100 manufacturing facility.
His responsibilities include coordination of other sub-contractors involved in
the manufacturing of the BVA system.
LILIYA MORGAYLO joined Daxor Corporation at the end of 2002. Ms. Morgaylo
earned a B.A. in Economics from the University of Economics and Trade in Kiev,
Ukraine in 1976. She came to the United States in 1996. Ms. Morgaylo attended
the FEGS Business School from 1996 to 1997, where she received a certificate in
Bookkeeping and Administration. From 1997 to 1999, she worked as a bookkeeper
for Products Finishing Corp. From 1999 to 2000, she worked as a bookkeeper and
billing coordinator for the United Cerebral Palsy Association of New York. From
2000 until joining Daxor at the end of 2002, she worked for AMDOCS as a
bookkeeper. Ms. Morgaylo is responsible for accounts payable and other treasury
functions. Ms. Morgaylo reports to the Chief Financial Officer.
DIANE M. MEEGAN joined Daxor Corporation in February 2002, as the Senior
Executive Assistant to the CEO and President. Ms. Meegan served as the Official
Executive Assistant to the CEO of Newbridge Securities, a wholly owned
subsidiary of Citigroup, for 13 years. For 4 years, she served as a member of
their Problem Review Board. Ms. Meegan also served as the Executive Assistant to
the Head of Operations at Instinet Clearing Services. Ms. Meegan is currently
the Corporate Secretary at Daxor Corporation. She functions in the capacity of a
senior administrative assistant.
EXECUTIVE COMPENSATION
The following is the executive compensation for officers earning more than
$100,000.00 Dr. Joseph Feldschuh, the Company President, CEO, and Chairman of
the Board of Directors:
YEAR ENDED DEC. 31 SALARY BENEFITS
------------------ -------- --------
2004 $221,050 $10,000
2003 $214,512 $10,000
2002 $215,000 $10,000
Stephen Feldschuh, the Company Vice President of Operations and Chief Financial
Officer:
YEAR ENDED DEC. 31 SALARY BENEFITS
------------------ -------- --------
2004 $161,146 $ 8,435
2003 $134,768 $ 8,435
2002 $120,500 $ 8,435
Ronald N. Baldry, Company Vice President of Engineering:
YEAR ENDED DEC. 31 SALARY BENEFITS
------------------ -------- --------
2004 $162,313 $ 1,500
2003 $165,982 $ 1,500
2002 $147,102 $ 1,500
John Reyes-Guerra, Company Vice President of Sales and Marketing:
YEAR ENDED DEC. 31 SALARY BENEFITS
------------------ -------- --------
2004 $137,659 $ 8,435
2003 $120,798 $ 8,435
STOCK OPTIONS
As of December 31, 2004, Daxor Corporation has granted 62,500 stock
options with strike prices ranging from $10.00 to $21.00 per share. Of the
62,500 options only 36,800 are fully vested. The additional 25,700 shares vest
over the next 3 years. Utilizing the Black-Scholes option valuation model
(American) the net additional expense of the additional stock options with a
current stock price of April 15, 2005 would be $26,229. This amount represents
less than 1/10th of $0.01 to the Company's EPS.
AUDIT COMMITTEE CHARTER
The Committee's function is one of oversight, recognizing that the
Company's management is responsible for preparing the Company's financial
statements, and the independent auditor is responsible for auditing those
statements. In adopting this charter, the Board acknowledges that the Committee
members are not employees for the Company and are not providing expert or
special assurance as to the Company's financial statements to any professional
certification as to the external auditor's work or auditing standards.
Each member of the Committee shall be entitled to rely on the integrity of
those persons and organizations within and outside the Company that provide
information to the Committee and the accuracy and completeness of the financial
and other information provided to the Committee by such persons or
organizations, absent actual knowledge to the contrary. The Company stock is
listed on the American Stock Exchange and is governed by listing standards.
AUDIT COMMITTEE REQUIREMENTS
Each member qualifies as independent as defined in the Corporate
Governance Guidelines. The Board includes at least one member who is an "Audit
Committee Financial Expert" as such term may be defined from time to time by the
SEC.
AUDIT COMMITTEE RESPONSIBILITIES
The Audit Committee's responsibilities must comply with Rule 10A-3(b) (2),
(3), (4) and (5) under the Securities Exchange Act of 1934. The Audit Committee
will discuss with management the Company's earnings press releases prior to
their release, including the use of "pro-forma" or "adjusted" non GAAP
information, as well as financial information and earnings guidance provided to
analysts and ratings agencies. It has been, and is the current policy of the
company to use information only in accordance with GAAP standards.
INVESTMENT RISK MANAGEMENT
Members of the Audit Committee have the power to approve the Company's
investments and reviews the Company's investment risk policies. Such policies
are periodically reviewed by the Board of Directors. The Company's finances are
reviewed at each board meeting.
PROCESSES
Management shall prepare annually, for review and approval by the Audit
Committee, detailed procedures and processes for carrying on the Audit
Committee's duties and responsibilities.
ADDITIONAL AUTHORITY
The Audit Committee shall have the authority to direct an investigation by
the independent auditors into any matter related to the Company's business and
affairs. In addition, the Audit Committee shall have the authority to utilize
internal company resources, and to retain such outside counsel and/or other
resources as it deems necessary at any time in carrying out the duties of the
Audit Committee.
MEETINGS
The Audit Committee will meet on an as needed basis, but not less
frequently than quarterly. Meetings will be called as needed to discuss any
significant issues, including those related to the review of any Form 10-Q by
the Company's independent auditors.
It is intended that any management representative present at any meeting
of the Audit Committee withdraw for a period at the end of each meeting so as to
permit discussion in private with the independent auditors.
REPORTING REQUIREMENTS
Annually the Audit Committee will report to the Board of Directors that:
o The Company's audited financial statements have been reviewed and
discussed with the independent auditors, including all required SAS No. 61
communications.
o The Audit Committee has executed its responsibility to oversee the
independent auditors. In particular, the Audit Committee shall (a) require
(and shall so report to the Board) that the independent auditors deliver
to the Audit Committee a formal written statement delineating all
relationships between such accountants and the Company and (b) engage in a
dialogue with such auditors concerning whether the provision of permitted
non-audit services is compatible with maintaining the auditor's
independence, taking into account the opinions of management and internal
auditors.
o The Company's financial statements be included in the Company's Annual
Report on Form 10-K.
o The required Audit Committee duties and responsibilities have been met for
the most recently completed fiscal year.
REPORT OF THE AUDIT COMMITTEE
In 2005, the Audit Committee:
o Reviewed and discussed the Company's 2004 audited financial
statements with the Company's management.
o Discussed with the independent auditors, Rutenberg Meril Solomon
Bertiger & Guttilla, P.C. Certified Public Accountants the matters
required to be discussed by the American Institute of Certified
Public Accountants Auditing Standards Board Statement on Auditing
Standards No.61 ("Communication with Audit Committees") which
includes, among other items, matters related to the conduct of the
Company's financial statements.
Based on the review and discussion of the Company's 2004 audited financial
statements with management and the independent auditors, the Audit Committee
recommended to the Board of Directors that the Company's audited consolidated
financial statements be included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2004, filed with the
Securities and Exchange Commission.
April 29, 2004 Members of the Audit Committee:
Robert Willens, Chairman
James Lombard
Martin S. Wolpoff
AUDIT FEES
During 2005, Rutenberg Meril Solomon Bertiger & Guttilla, P.C. Certified
Public Accountants. audited Daxor Corporations consolidated financial
statements, reviewed financial information in filings with the Securities and
Exchange Commission, and provided tax services. Fees for services rendered in
2005 by Rutenberg Meril Solomon Bertiger & Guttilla, P.C. Certified Public
Accountants were $40,000. A member of the firm is expected to be present at the
Annual Meeting.
ITEM 2: STOCK OPTION PLAN
In 1994, the Company adopted a stock option plan under Section 422(b) of
the Internal Revenue Code wherein options would be granted to key employees,
officers, and directors where the exercise would at least equal the fair market
value on the date of the grant. The 1994 Company Stock Option Plan expired in
June 2004. Under the new stock option plan, in accordance to Section 422 (b) of
the Internal Revenue Code, options are granted to key employees, officers,
directors, and consultants where the exercise equals at least 110% of the fair
market value on the date of the grant. Subject to adjustment as provided in the
Plan, the stock to be offered shall consist of shares of the Company's
authorized but unissued Common Stock, $.01 par value, and the aggregate amount
of stock to be delivered upon exercise of all options granted under the Plan
shall not exceed 200,000 of such shares, or 5% of the Company's outstanding
shares, whichever is the larger number.
PERFORMANCE GRAPH
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURNS
The following graph demonstrates the performance of the cumulative total
return to the stockholders of the Company's common stock during the previous
five years with that of the Standard & Poor's 500 and Value Line Medical
Supplies Index.
Comparison of Five-Year Cumulative Total
Return*
Daxor Corporation, Standard & Poors 500 And Value Line Medical Supplies
Index
(Performance Results Through 12/31/04)
[LINE GRAPH OMITTED]
Assumes $100 invested at the close of trading 12/99 in Daxor Corporation common
stock, Standard & Poors 500, and Medical Supplies. *Cumulative total return
assumes reinvestment of dividends.
Factual material is obtained from sources believed to be reliable, but the
publisher is not responsible for any errors or omissions contained herein.
1999 2000 2001 2002 2003 2004
Daxor Corporation 100.00 69.64 130.70 98.74 98.41 153.31
Standard & Poors 500 100.00 89.86 78.14 59.88 75.68 82.49
Medical Supplies 100.00 167.31 201.69 190.88 240.21 291.07
OTHER MATTERS
As of the date of this proxy statement, the Company knows of no business
that will be presented for consideration at the annual meeting other than the
items referred to above. If any other matter is properly brought before the
meeting for action by the stockholders, proxies in the enclosed form returned to
the Company or other custodians will be voted in accordance with the
recommendation of the Board of Directors or, in the absence of such a
recommendation, in accordance with the judgment of the proxy holder.
ADDITIONAL INFORMATION
Stockholder Proposals for the 2006 Annual Meeting
Stockholders interested in presenting a proposal for consideration at the
Company's annual meeting of stockholders in 2006 may do so by following the
procedures prescribed in Rule 14a-8 under the Securities Exchange Act of 1934
and the Company's by-laws. To be eligible for inclusion in the proxy statement,
the stockholder proposals must be received by the Company's President no later
than December 15, 2005.
Stockholders interested in presenting a proposal at the Company's annual
meeting of stockholders outside the procedures prescribed in Rule 14a-8 (i.e. a
proposal to be presented at the annual meeting of stockholders in 2006 but not
included in the Company's proxy statement) must be received by the Company's
President no later than January 30, 2006 to be considered timely. Under the
SEC's proxy voting rules, the Company may exercise discretionary voting
authority on stockholder proposals received after such date.
By Order of the Board of Directors,
Diane M. Meegan
Corporate Secretary
April 29, 2005
New York, NY
--------------------------------------------------------------------------------
A COPY OF THE COMPANY'S ANNUAL REPORT OR FORM 10-K FOR THE YEAR ENDED DECEMBER
31, 2004 MAY BE OBTAINED BY SHAREHOLDERS SOLICITED HEREBY (WITHOUT CHARGE) UPON
WRITTEN REQUEST TO DIANE M. MEEGAN, INVESTOR RELATIONS, DAXOR CORPORATION, 350
FIFTH AVENUE, SUITE 7120, NEW YORK, NEW YORK, 10118. THE 10-K IS ALSO ACCESSIBLE
THROUGH THE COMPANY WEBSITE WWW. DAXOR.COM.
--------------------------------------------------------------------------------
PROXY DAXOR CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking any proxy heretofore given, hereby appoints Joseph
Feldschuh, MD and Martin Wolpoff or either of them, proxies of the undersigned,
with full power of substitution, with respect to all Common Shares which the
undersigned is entitled to vote at the Annual Meeting of Daxor Corporation (the
"Company") to be held on June 23, 2005 at 5:00p.m., Eastern Standard Time, at
the principal offices of the Company, 350 Fifth Avenue, Suite 7120, New York,
New York, 10118 or any adjournment thereof.
Unless a contrary direction is indicated, this proxy will be voted FOR all
nominees listed for election as directors in Item 1 and for the proposal in Item
2; if specific instructions are indicated, this Proxy will be voted in
accordance therewith.
In their discretion, the Proxies are authorized to transact such other
business as may properly come before the meeting, or any adjournment thereof.
The Board of Directors recommend a vote FOR all nominees for election as
directors..
1. Election of Directors ___ FOR all nominees listed below ___ WITHHOLD AUTHORITY to vote for
(except as marked to the contrary) all nominees listed below.
(Instructions: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below)
Joseph Feldschuh, M.D., Martin S. Wolpoff, Stephen Valentine,
James A. Lombard, Robert Willens, Philip N. Hudson
(To be completed and signed on reverse side)
(Continued from other side)
Signature ___________________ Signature ____________________ Date _____________
NOTE: Please sign exactly as name appears hereon. When shares are held by joint
owners, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give title as such. If a corporation, please sing in
full corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
The above-signed hereby acknowledges receipt of the Notice of Annual Meeting and
accompanying Proxy Statement and Annual Report of the Company furnished
therewith
PLEASE FILL IN, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED POST-PAID RETURN
ENVELOPE.