SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
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Boston Biomedica, Inc.
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(Name of Registrant as Specified in Its Charter)
Boston Biomedica Shareholders Committee
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Contact:
Richard T. Schumacher
Boston Biomedica Shareholders Committee
65 Black Pond Lane
Taunton, MA 02780
508-822-2439 (T)
BBICommittee@aol.com
RICHARD T. SCHUMACHER, FOUNDER AND FORMER CEO/CHAIRMAN
OF BOSTON BIOMEDICA, INC., ANNOUNCES NEW AGREEMENT
WITH FINANCIAL INSTITUTION
TAUNTON, Mass., April 22, 2003 - Mr. Richard T. Schumacher, Founder and
former Chairman and CEO of Boston Biomedica, Inc. (NASDAQ: BBII), today
announced that he and an entity he controls (together, "Mr. Schumacher")
have signed a new Agreement with the financial institution to whom Mr.
Schumacher currently has indebtedness secured by certain real property and
shares of Boston Biomedica common stock. Mr. Schumacher's previous
Agreement with the financial institution matured on March 31, 2003 but was
extended by mutual consent until April 18, 2003; the new Agreement matures
on December 31, 2003. Under the terms of this Agreement, Mr. Schumacher is
required to make interest payments monthly, and to make pay downs of
principal on or before June 30th, September 30th, October 31st, November
30th, and December 31st. The loan ($1,167,905 as of March 31st) is secured
by certain of Mr. Schumacher's real property, as well as 629,657 shares of
Boston Biomedica, Inc. common stock.
Mr. Schumacher said: "The interest and principal pay downs required in the
Agreement just ended were met in full, so I am pleased to announce the
signing of a new Agreement with a Termination Date of December 31, 2003. I
am comfortable I will be able to meet the obligations of this new
Agreement. I began this year with a goal to repay the financial
institution in full as quickly as possible during 2003, which would then
allow me to begin to repay my indebtedness to Boston Biomedica, to which I
am and have always been committed. Unfortunately, having been terminated
by the outside directors of the Company has made both my refinancing and
repayment efforts much more difficult, but I nonetheless remain confident
that I can still achieve this goal."
Mr. Schumacher recently announced the formation of the Boston Biomedica
Shareholders Committee (the "BBI Committee"). The BBI Committee is an
unincorporated association with a principal place of business c/o Richard
T. Schumacher, 65 Black Pond Lane, Taunton, MA 02780. The following
individuals constitute the BBI Committee: R. Wayne Fritzsche, Russell B.
Richerson, Ph.D., and Richard T. Schumacher.
Mr. Schumacher has nominated Mr. Fritzsche and Dr. Richerson (the
"Nominees") for election as directors of Boston Biomedica, Inc. at the
forthcoming annual meeting of stockholders. The Nominees have agreed to
support Mr. Schumacher's reinstatement as Chief Executive Officer of the
Company on the same terms and conditions as were in effect prior to the
termination of his employment by the Company or on such other reasonable
terms as may be approved by the Board of Directors. Mr. Schumacher has
agreed to indemnify the Nominees against any legal fees they incur in
connection with any claims that may be brought against them related to
their nomination.
Related Party Transaction
As of December 31, 2001, Boston Biomedica had entered into a one-year loan
of $525,000 to Richard T. Schumacher, the Company's Founder and former
Chairman and CEO. The principal of the loan was repaid in full in January
2002; interest on the loan was paid in full on March 31, 2003. The
Company's loan was replaced by the Company's limited guaranty and pledge of
a $1,000,000 interest bearing deposit at a financial institution to secure
the Company's limited guaranty of loans in the aggregate of $2,418,000 from
the financial institution to an entity controlled by Mr. Schumacher. The
Company's original loan and subsequent pledge of $1,000,000 were made to
assist Mr. Schumacher in refinancing indebtedness related to, among other
things, his divorce settlement and to enable him to avoid the need to sell
his Company common stock on the open market to satisfy his debts. The
Company's Board of Directors and, with respect to the decision to pledge
the $1,000,000 cash collateral, a special committee of the independent
directors (Mr. Wilson, Mr. Capitanio, and Dr. Saravis) evaluated a number
of options and concluded that the original loan to Mr. Schumacher and the
subsequent pledge was the best option and in the best interests of the
Company's stockholders in the belief that it would, among other things,
avoid selling pressure on the Company's common stock and relieve the
financial pressures on Mr. Schumacher that could otherwise divert his
attention from the Company. In January 2003, the $1,000,000 pledge account
was used to satisfy the limited guaranty obligation to the financial
institution. The Company maintains a junior security interest in the
collateral pledged by Mr. Schumacher to the financial institution; the
Company currently reflects the pledge as a $1,000,000 loan receivable on
its balance sheet. Additional information concerning this Related Party
Transaction can be found in the Company's SEC filings, including but not
limited to the Company's Annual Report on Form 10-K for the year ended
December 31, 2002.
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Information concerning the participants in any solicitation of proxies by
the BBI Committee with respect to the upcoming annual meeting of
stockholders of the Company, and their direct or indirect interests, can be
found in the Schedule 14A filed by the BBI Committee with the SEC on
April 10, 2003, pursuant to Rule 14a-12.
A definitive proxy statement meeting the requirements of Securities
Exchange Act Rule 14a-3(a) will be sent or given to security holders before
or at the same time as the forms of proxy are furnished to or requested
from security holders. Security holders should read the proxy statement
when it is available because it will contain important information.
Investors will be able to get the proxy statement, and any other relevant
documents, for free at the Securities and Exchange Commission's website.
The proxy statement will be available free from the Boston Biomedica
Shareholders Committee, c/o Richard T. Schumacher, 65 Black Pond Lane,
Taunton, MA 02780, 508-822-2439(T), BBICommittee@aol.com.
The BBI Committee is responsible for payment of all costs incurred in the
Proxy Contest disclosed in this release. Contributions of up to $500 per
person are welcomed by the BBI Committee to help defray these costs. Some
or all of these costs may eventually be reimbursed by the Company should
the Nominees be elected as Directors. The BBI Committee does not know
whether the question of reimbursement will be submitted to a vote of
stockholders, but it does think that it should be. (1)
Concerned individuals may contact either Mr. Schumacher or the BBI
Committee at 65 Black Pond Lane, Taunton, MA 02780, by telephone at 508-
822-2439, by fax at 508-828-6773, or by e-mail at BBICommittee@aol.com.
(1) This paragraph was not included in the press release sent out on
April 22, 2003.