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 ss.240.14a-11(c) or ss.240.14a-12 Techne 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)(1) 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: TECHNE CORPORATION NOTICE OF ANNUAL MEETING OF SHAREHOLDERS to be held October 21, 2004 The annual meeting of shareholders of Techne Corporation (the "Company") will be held at the offices of the Company, 614 McKinley Place N.E., Minneapolis, Minnesota, on Thursday, October 21, 2004, at 3:30 p.m. (Central Daylight Time), for the following purposes: 1. To set the number of members of the Board of Directors at six (6). 2. To elect directors of the Company for the ensuing year. 3. To take action upon any other business that may properly come before the meeting or any adjournment thereof. Only shareholders of record shown on the books of the Company at the close of business on September 10, 2004 will be entitled to vote at the meeting or any adjournment thereof. Each shareholder is entitled to one vote per share on all matters to be voted on at the meeting. You are cordially invited to attend the meeting. Whether or not you plan to attend the meeting, please sign, date and return your Proxy in the return envelope provided as soon as possible. Your cooperation in promptly signing and returning the Proxy will help avoid further solicitation expense to the Company. This Notice, the Proxy Statement and the enclosed Proxy are sent to you by order of the Board of Directors. THOMAS E. OLAND, President Dated: September 21, 2004 Minneapolis, Minnesota TECHNE CORPORATION __________ PROXY STATEMENT for Annual Meeting of Shareholders to be held October 21, 2004 __________ INTRODUCTION Your Proxy is solicited by the Board of Directors of Techne Corporation (the "Company") for use at the Annual Meeting of Shareholders to be held on October 21, 2004 and at any adjournment thereof, for the purposes set forth in the attached Notice of Annual Meeting. The cost of soliciting Proxies, including preparing, assembling and mailing the Proxies and soliciting material, will be borne by the Company. Directors, officers and regular employees of the Company may, without compensation other than their regular compensation, solicit Proxies personally or by telephone. Proxies not revoked will be voted in accordance with the choice specified by shareholders by means of the ballot provided on the Proxy for that purpose. Proxies which are signed but which lack any such specification will, subject to the following, be voted in favor of the proposals set forth in the Notice of Meeting and in favor of the number and slate of directors proposed by the Nominating and Governance Committee of the Board of Directors and listed herein. If a shareholder abstains from voting as to any matter, then the shares held by such shareholder shall be deemed present at the meeting for purposes of determining a quorum and for purposes of calculating the vote with respect to such matter, but shall not be deemed to have been voted in favor of such matter. Abstentions, therefore, as to any proposal will have the same effect as votes against such proposal. If a broker returns a "non-vote" proxy, indicating a lack of voting instruction by the beneficial holder of the shares and a lack of discretionary authority on the part of the broker to vote on a particular matter, then the shares covered by such non-vote shall be deemed present at the meeting for purposes of determining a quorum but shall not be deemed to be represented at the meeting for purposes of calculating the vote required for approval of such matter. The mailing address of the Company's principal executive office is 614 McKinley Place N.E., Minneapolis, MN 55413. The Company expects that this Proxy Statement and the related Proxy and Notice of Annual Meeting will first be mailed to shareholders on or about September 21, 2004. OUTSTANDING SHARES AND VOTING RIGHTS The Board of Directors of the Company has fixed September 10, 2004 as the record date for determining shareholders entitled to vote at the Annual Meeting. Persons who were not shareholders on such date will not be allowed to vote at the Annual Meeting. At the close of business on September 10, 2004, 41,168,982 shares of the Company's Common Stock were issued and outstanding. Such Common Stock is the only outstanding class of stock of the Company. Each share of Common Stock is entitled to one vote on each matter to be voted upon at the meeting. Holders of the Common Stock are not entitled to cumulative voting rights in the election of directors. 2 PRINCIPAL SHAREHOLDERS The following table provides information concerning the only persons known to the Company to be the beneficial owners of more than five percent (5%) of the Company's outstanding Common Stock as of September 10, 2004: Amount and Name and Address Nature of Shares Percent of Beneficial Owner Beneficially Owned(1) of Class(2) - ----------------------------- --------------------- ----------- Select Equity Group, Inc. 2,061,487 5.0% Select Offshore Advisors, LLC and George S. Loening 380 Lafayette Street, 6th floor New York, NY 10003 Thomas E. Oland 1,742,145(3)(4) 4.2%(3) 614 McKinley Place N.E. Minneapolis, MN 55413 - -------------- (1) Unless otherwise indicated, the person listed as the beneficial owner of the shares has sole voting and sole investment power over the shares. (2) Shares not outstanding but deemed beneficially owned by virtue of the right of a person to acquire them as of September 10, 2004, or within sixty days of such date are treated as outstanding only when determining the percent owned by such individual and when determining the percent owned by the group. (3) Does not include 820,496 shares held by the Company's Stock Bonus Plan for accounts of employees other than Mr. Oland, which are included in the group total in the Management Shareholding table. The Company's Board of Directors, acting by a majority vote, currently directs the Trustee as to the voting of such shares. Including such 820,496 shares, Mr. Oland, a director of the Company, beneficially owns 2,562,641 shares or 6.2% of total shares outstanding plus shares subject to options exercisable by him. (4) Includes 976,920 shares owned directly, 90,745 held by the Company's Stock Bonus Plan for Mr. Oland's account, 68,556 shares held by Thomas Oland and Associates, 205,924 shares held by the Thomas Oland and Associates Profit Sharing Plan and Trust and 400,000 shares subject to stock options which are currently exercisable. MANAGEMENT SHAREHOLDINGS The following table sets forth the number of shares of the Company's Common Stock beneficially owned as of September 10, 2004, by each executive officer of the Company named in the Summary Compensation Table, by each director and by all directors and executive officers (including the named individuals) as a group. Shares beneficially owned by Mr. Oland constitute 4.2% of total shares outstanding plus shares subject to options exercisable by him. Each other individual beneficially owns less than one percent of total shares outstanding plus shares subject to options exercisable by him or her. As a group, officers and directors beneficially own 8.1% of total shares outstanding plus shares subject to options exercisable by them. 3 Name of Director or Number of Shares Executive Officer Group Beneficially Owned(1) ----------------------- --------------------- Thomas E. Oland 1,742,145 (2)(3) Roger C. Lucas, Ph.D. 93,956 (4)(5)(6) Howard V. O'Connell 225,880 (4)(6)(7) G. Arthur Herbert 228,360 (4)(6)(8) James A. Weatherbee, Ph.D. 43,239 (9) Monica Tsang, Ph.D. 124,065 (10) Christopher S. Henney, D.Sc, Ph.D. 25,000 (4)(6)(11) Randolph C. Steer, M.D., Ph.D. 45,000 (4)(6)(12) Marcel Veronneau 60,275 (13) Robert V. Baumgartner 15,000 (4)(6)(14) Officers and directors as a group (10 persons) 3,341,729 (15) - ---------------- (1) Unless otherwise indicated, the person listed as the beneficial owner has sole voting and sole investment power over outstanding shares. Shares beneficially owned includes shares subject to options that are currently outstanding and exercisable and options that are currently outstanding and will become exercisable within 60 days of September 10, 2004. (2) See Note (3) to the preceding table. (3) See Note (4) to preceding table. (4) Does not include 911,241 shares held by the Company's Stock Bonus Plan, which are included in the total of officers and directors as a group. The Company's Board of Directors, acting by majority vote, currently directs the Trustee as to the voting of such shares. (5) Includes 20,000 shares owned by Dr. Lucas' wife and 52,500 shares subject to stock options. Dr. Lucas disclaims beneficial ownership of the shares owned by his wife. (6) Does not include an option to purchase 5,000 shares which will be granted on and will become exercisable as of the date of the Annual Meeting pursuant to the 1998 Nonqualified Stock Option Plan if the individual is reelected as a director of the Company. (7) Includes 121,980 shares owned by trusts of which Mr. O'Connell is a trustee and beneficiary and 85,000 shares subject to options. (8) Includes 10,000 owned by Mr. Herbert's wife, 153,360 shares held by trusts and partnership of which Mr. Herbert is a trustee or partner and 65,000 shares subject to options. (9) Includes 37,598 shares held by the Company's Stock Bonus Plan for Dr. Weatherbee's account. Does not include shares beneficially owned by Dr. Tsang, Dr. Weatherbee's wife. (10) Includes 38,298 shares held by the Company's Stock Bonus Plan for Dr. Tsang's account and 19,475 shares subject to stock options. Does not include shares beneficially owned by Dr. Weatherbee, Dr. Tsang's husband. (11) Includes 25,000 shares subject to options. (12) Includes 45,000 shares subject to options. (13) Includes 5,791 shares held by the Company's Stock Bonus Plan for Mr. Veronneau's account and 25,538 shares subject to options. (14) Includes 15,000 shares subject to options. (15) Includes 911,241 shares held by the Company's Stock Bonus Plan as to which the Company's Board of Directors directs the voting and 732,513 shares which may be purchased pursuant to options. 4 ELECTION OF DIRECTORS (Proposals #1 and #2) General Information The Bylaws of the Company provide that the number of directors shall be determined by the shareholders at each annual meeting. The Nominations and Governance Committee of the Board of Directors of the Company recommends that the number of directors to be set at six and that the individuals named in the table below be elected. Under applicable Minnesota law, approval of the proposal to set the number of directors at six, as well as the election of each nominee, requires the affirmative vote of the holders of the greater of (1) a majority of the voting power of the shares represented in person or by proxy at the Annual Meeting with authority to vote on such matter or (2) a majority of the voting power of the minimum number of shares that would constitute a quorum for the transaction of business at the Annual Meeting. In the election of directors, each Proxy will be voted for each of the nominees listed below unless the Proxy withholds a vote for one or more of the nominees. Each person elected as a director shall serve for a term of one year or until his successor is duly elected and qualified. All of the nominees are members of the present Board of Directors. If any of the nominees should be unable to serve as a director by reason of death, incapacity or other unexpected occurrence, the Proxies solicited by the Board of Directors shall be voted by the proxy representatives for such substitute nominee as is selected by the Nominations and Governance Committee, or, in the absence of such selection, for such fewer number of directors as results from such death, incapacity or other unexpected occurrence. The following table provides certain information with respect to the nominees for director. Current Position(s) with Principle Occupation(s) Director Name Age Company During Past Five Years Since - --------------- --- --------------- ----------------------- -------- Thomas E. Oland 63 Chairman of the Chairman of the Board, 1985 Board, Chief President and Treasurer Executive and of the Company since Chief Financial 1985 and President of Officer, Research and Diagnostic President, Systems, Inc. since Treasurer and 1982. Director Roger C. Lucas, Ph.D. 61 Vice Chairman Vice Chairman and 1985 and Director Senior Scientific Advisor to the Company's Board and a private investor since 1995. Chief Scientific Officer, Executive Vice President and Secretary of the Company from 1985 to 1995. Howard V. O'Connell 74 Director Private investor since 1985 1990. Chairman, President and Treasurer of John G. Kinnard and Company, Incorporated, a securities broker- dealer,from 1969 to 1990. G. Arthur Herbert 78 Director Principal of CEO 1989 Advisors, a management and financial consulting firm, since 1989; from 1969 to 1988, President and Vice President Manager of Electro-Science Management Corp., a manager of venture capital partnerships. 5 Randolph C. Steer, 54 Director Consultant to the 1990 M.D., Ph.D. pharmaceutical and biotechnology industries since 1989; Chairman (1999-2000) of Vicus.com, Inc. Director of BioCryst Pharmaceuticals, Inc. Robert V. Baumgartner, 48 Director Chief Executive Officer 2003 C.P.A. of Center for Diagnostic Imaging, Inc., an operator of diagnostic imaging centers, since 2001; CEO of American Coating Technologies, Inc., a manufacturer of coated paper, in 2000; CEO of First Solar, LLC, a producer of thin-film photo-noltaic coatings, in 1999 and 2000; from 1986 to 1999 various officer positions with Apogee Enterprises, Inc., a diversified manufacturer of glass and other products. Committees and Meetings of the Board of Directors The Company's Board of Directors has three standing Committees, the Audit Committee, the Executive Compensation Committee and the Nominations and Governance Committee. All members of all Committees are "independent" as such term is defined in applicable law and regulations of the Securities and Exchange Commission and Nasdaq. The Audit Committee (whose members are Messrs. Herbert, O'Connell and Baumgartner and Dr. Steer) operates under a written charter established by the Company's Board of Directors, a copy of which is attached to this Proxy Statement as Appendix A. The Audit Committee is responsible for the appointment and supervision of the Company's independent registered public accounting firm and for reviewing the Company's internal audit procedures, the quarterly and annual financial statements of the Company and the results of the annual audit. The Audit Committee also establishes and oversees the implementation of the Company's cash investment policy and monitors the Company's financial fraud hotline. The Board of Directors has determined that for fiscal 2004 Messrs. Herbert and O'Connell and Dr. Steer served as "financial experts" as such term is defined in Section 407 of the Sarbanes- Oxley Act. The Audit Committee met five times during fiscal 2004. The Committee's report is included in this Proxy Statement. The Executive Compensation Committee (whose members are Drs. Henney and Steer and Messrs. Herbert and O'Connell) determines compensation for executive officers of the Company. The Executive Compensation Committee's charter is attached to this Proxy Statement as Appendix B. The Committee met three times during fiscal 2004. The Committee's report is included in this Proxy Statement. The Nominations and Governance Committee is composed of all "independent" directors, i.e., currently all directors except Mr. Oland. The committee operates under a written charter, a copy of which is attached to this Proxy Statement as Appendix C. The functions of the Committee are to recruit well qualified candidates for the Board, select persons to be proposed in the Company's proxy statement for election as directors at annual meetings of shareholders, and to establish governance standards and procedures which will support and enhance the performance and accountability of management and the Board. The Committee did not formally meet in fiscal 2004, however, it met informally and conducted the search and made the selection as a director of Mr. Baumgartner in replacement of the retired Mr. Lowel E. Sears. The Committee also determined to propose to shareholders at their 2004 annual meeting the reelection of the incumbent directors of the Company except for Dr. Henney. Dr. Henney is retiring and not standing for reelection. The Committee will consider all nominees for director recommended by shareholders of the Company. Recommendations may be sent to the Committee at the Company's address, 614 McKinley Place N.E., Minneapolis, MN 55413. Candidates for the Board are considered and selected on the basis of outstanding achievement in their professional careers, experience, wisdom, personal and professional integrity, their ability to make independent, analytical inquiries, and their understanding of the business environment. Candidates must have the experience and skills necessary to understand the principal operational and functional objectives and plans of the Company, the results of operations and financial condition of the Company, and the position of the Company in its industry. Candidates must have a perspective that will enhance the Board's strategic discussions and be capable of and committed to devoting adequate time to Board duties. 6 During fiscal 2004, the Board held seven meetings. Each director except Dr. Henney attended 75% or more of the total number of meetings of the Board and of Committees of which he was a member. Dr. Henney attended 70% of such meetings. Dr. Henney is retiring and not standing for reelection to the Board. Executive sessions of independent directors, i.e, meetings of outside directors without any member of management present, are held in conjunction with regularly scheduled meetings of the Board. It is the policy of the Company that all directors should attend the Company's annual meetings of shareholders. All members did attend the annual meeting in 2003. Shareholder Communications with Directors Shareholders may communicate directly with the Board of Directors. All communications should be directed to the Company at 614 McKinley Place N.E., Minneapolis, MN 55413, and should prominently indicate on the outside of the envelope that it is intended for the Board of Directors, for non-management directors, or for a particular director. Unless other distribution is specified, the communication will be forwarded to the entire Board. The communication will not be opened before being forwarded to the intended recipient, but it will go through normal security procedures. Code of Ethics and Business Conduct and Financial Fraud Hotline The Company has adopted a Code of Ethics and Business Conduct which is applicable to all directors, officers and employees of the Company. A copy is available for review at the Company's website, www.techne-corp.com. The Company sponsors a financial fraud hotline that is available to all employees, is operated on a confidential basis by a third party, and is supervised with full powers of investigation by the Audit Committee of the Board of Directors. Directors' Fees Directors who are not employees of the Company are compensated at the rate of $25,000 per year for service on the Board and Committees of the Board. Directors are paid an additional $1,000 for each meeting of the Board other than its regularly scheduled quarterly meetings and for each meeting of a committee on which the director serves other than committee meetings held in conjunction with a meeting of the full Board. Under the Company's 1998 Nonqualified Stock Option Plan, outside directors automatically receive an option to purchase shares of the Company's Common Stock on election and upon each re-election. In connection with the 2004 Annual Meeting of Shareholders, the number of shares subject to the option granted to outside directors re-elected to the Board will be 5,000 per director. During fiscal 2004, in addition to the regular compensation of directors described above, the Board granted to Robert V. Baumgartner, as an incentive to join the Company's Board, an option to purchase 10,000 shares of the Company's Common Stock at $28.43 per share, the market price on the date of grant. The Company also granted to Dr. Roger C. Lucas, in recognition of his service as the Company's designated director of three companies in which the Company has made investments, an option to purchase 7,500 shares at $38.82 per share, the market price on the date of grant. 7 Audit Committee Report The Audit Committee assists the Board of Directors with fulfilling its oversight responsibility regarding the quality and integrity of the accounting, auditing and financial reporting practices of the Company. In discharging its oversight responsibilities regarding the audit process, the Audit Committee: (1) reviewed and discussed the audited financial statements with management; (2) discussed with the independent registered public accounting firm the material required to be discussed by Statement on Auditing Standards No. 61; and (3) reviewed the written disclosures and the letter from the independent registered public accounting firm required by the Independence Standards Board's Standard No.1, and discussed with the independent registered public accounting firm any relationships that may impact their objectivity and independence. Based upon the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2004 as filed with the Securities and Exchange Commission. Robert V. Baumgartner, C.P.A. G. Arthur Herbert Howard V. O'Connell Randolph C. Steer, M.D., Ph.D. Members of the Audit Committee EXECUTIVE COMPENSATION Executive Compensation Committee Report Committee Interlocks and Insider Participation. The Executive Compensation Committee of the Board of Directors of the Company is composed of directors Christopher S. Henney, D.Sc., Ph.D., G. Arthur Herbert, Howard V. O'Connell and Randolph C. Steer, M.D., Ph.D. None of the members of the Committee is or ever has been an employee or officer of the Company and none is affiliated with any entity other than the Company with which an executive officer of the Company is affiliated. Overview and Philosophy. The Company's executive compensation program is comprised of base salaries, annual performance bonuses comprised of a cash and option component, long-term incentive compensation in the form of stock options, and various benefits, including the Company's profit sharing and savings plan and stock bonus plan in which all qualified employees of the Company participate. In addition, the Compensation Committee from time to time may award special cash bonuses or stock options related to non- recurring, extraordinary performance. The Compensation Committee has followed a policy of paying annual base salaries which are on the moderate side of being competitive in its industry and of awarding bonuses based on achievement of specific revenue, profit and non-monetary goals. If the goals are achieved, the officer receives an option to purchase a number of shares with a fair market value on date of grant equal to 20% of the officer's base salary and receives, at the election of the officer, either a cash bonus equal to 20% of the officer's base salary or an additional option to purchase a number of shares with a fair market value on date of grant equal to 170% of the cash bonus alternative. Bonuses are awarded on a prorated basis if between 85% and 100% of the specific revenue and profit goals are achieved. The goals are established annually as recommended by the Chief Executive Officer of the Company and approved by the Compensation Committee. 8 The Company has formal employment agreements effective through June 30, 2007 with its full-time executive officers who served during fiscal 2004, other than Mr. Oland, its President who serves pursuant to an oral understanding. See "Employment Contracts and Change in Control Arrangements" below. The agreements provide for base salaries subject to annual review, bonuses as described above, benefits as provided to all employees and severance compensation dependent upon years of employment with or service to the Company in the event that the officer's employment is terminated without cause or in connection with a sale or merger of the Company. Compensation in 2004. During fiscal 2004, the Company maintained its principal compensation policies and made adjustments in base salaries to reflect competitive industry and individual performance factors. The Committee, at the beginning of fiscal 2004, established performance criteria for officers based 70% on growth in consolidated revenues and earnings and, working through the Company's Chief Executive Officer, 30% on individual goals which, if met, would permit each officer to earn a cash bonus and additional stock options. The Company achieved record revenues and earnings. On the basis of performance against the criteria established, the Committee, at the close of fiscal 2004 awarded to Dr. Tsang, and Mr. Veronneau the bonuses set fourth in the table below under "Summary Compensation Table" and, subsequent to fiscal year end, the options indicated in footnote (4) to the table below under "Options/SAR Grants During 2004 Fiscal Year". During fiscal 2004, the Committee also made special awards to Dr.Tsang of options to purchase 25,000 shares and to Mr. Veronneau to purchase 15,000 shares (for details on such options see below "Options/SARGrants During Fiscal 2004). In further recognition of the officers' achievements, the Committee established base salaries for fiscal 2005 as disclosed below under "Employment Contracts and Change in Control Arrangements." General. The Company provided medical and insurance benefits to its executive officers, which are the same as those generally available to all Company employees. The Company has a profit sharing and savings plan in which all qualified employees, including executive officers, participate subject to statutory limitations on contributions for highly compensated individuals. In fiscal 2004, 2003 and 2002, the Company has contributed to the plan an amount equal to approximately 8%, 4% and 10% of gross wages, respectively. One half of the contributions to the plan is in the form of Common Stock of the Company. The amount of perquisites allowed to executive officers, as determined in accordance with rules of the Securities and Exchange Commission, did not exceed 10% of salary in fiscal 2004. Chief Executive Officer Compensation. Thomas E. Oland served as the Company's Chief Executive Officer in fiscal 2004. His compensation was determined in accordance with the policies described above as applicable to all executive officers. His base salary of $225,000 in fiscal 2003 was increased to $230,000 in fiscal 2004. For fiscal 2004 performance he earned but waived a cash bonus. In February, 1996 the Compensation Committee, in connection with the Board's long-term strategic planning for the Company, adopted a substantial long-term incentive for Mr. Oland in the form of options to purchase an aggregate of 400,000 shares of the Common Stock of the Company at $4.53 per share, the fair market value on the date of grant. The options are fully vested and will expire on the earlier of (a) as to 268,000 shares one year from the date of termination of employment and as to 132,000 shares three months from the date of termination of employment, or (b) February 1, 2006. Summary. Aggregate executive compensation increased moderately in fiscal 2004 and the Company awarded stock options to officers because the Company achieved record revenues and individual officers achieved certain performance goals. The Compensation Committee intends to continue its policy of paying relatively moderate base salaries, basing bonuses on specific revenue, profit and performance goals and granting options to provide long-term incentive. Christopher S. Henney, D.Sc., Ph.D. G. Arthur Herbert Howard V. O'Connell Randolph C. Steer, M.D., Ph.D. Members of the Compensation Committee 9 Employment Contracts and Change in Control Arrangements The Company has formal employment agreements with each of its full-time executive officers with the exception of its President and Chief Executive Officer, with whom the Company has an oral understanding. The agreements with Dr. Tsang and Mr. Veronneau were scheduled to expire June 30, 2004 but were extended on such date for an additional three years. The agreements provide for base salaries subject to annual review, bonuses as described in the Compensation Committee Report contained in this Proxy Statement, benefits as provided to all employees and severance compensation based upon years of employment by or service to the Company in the event that the officer's employment is terminated without cause or in connection with a sale or merger of the Company. Base salaries for fiscal 2005 for the executive officers named in the Summary Compensation Table are as follows: T. Oland - $242,000; M. Tsang - $239,400; M. Veronneau - $147,000. Each of such officers is also subject to a confidentiality and non-competition agreement, which prohibits competition with the Company for a period of two years following termination of employment with the Company. Summary Compensation Table The following table sets forth certain information regarding compensation paid during each of the Company's last three fiscal years to the Company's President (who serves as Chief Executive Officer) and to the Company's other executive officers whose salary and bonus for fiscal 2004 exceeded $100,000. Not included in the table is Dr. James Weatherbee, Vice President and Chief Scientific Officer, who was on medical leave and did not receive any compensation from the Company in fiscal 2004.