DEF 14A 1 a2064738zdef14a.htm DEF 14A Prepared by MERRILL CORPORATION
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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

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Check the appropriate box:
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/x/   Definitive Proxy Statement
/ /   Definitive Additional Materials
/ /   Soliciting Material Pursuant to §240.14a-12

OXBORO MEDICAL, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
         
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Oxboro Medical, Inc.
13828 Lincoln Street N.E.
Ham Lake, Minnesota 55304


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
January 15, 2002


    Notice is hereby given that the 2002 Annual Meeting of Shareholders of Oxboro Medical, Inc. (the "Company") will be held at Majestic Oaks Golf Club, 701 Bunker Lake Boulevard, Ham Lake, Minnesota 55304, on Tuesday, January 15, 2002 at 3:30 p.m., local time, for the following purposes:

    1.
    To elect one director to hold office as a Class III director for a three-year term or until his successor has been elected or appointed.

    2.
    To approve an amendment to the Articles of Incorporation to change the name of the Company to "Sterion Incorporated"

    3.
    To approve an amendment to the Oxboro Medical, Inc. 2000 Stock Option Plan to increase the number of shares available under the plan from 300,000 to 400,000.

    4.
    To transact any other business as may properly come before the Annual Meeting or any adjournment or adjournments thereof.

    The Board of Directors has fixed the close of business on November 19, 2001, as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting. Accompanying this Notice is a Proxy Statement, Form of Proxy and the Company's Annual Report to Shareholders for the year ended September 30, 2001.

    A majority of the outstanding shares of the Company's Common Stock must be represented either in person or by proxy to constitute a quorum for the conduct of business at the meeting. Please complete, date, sign and return the enclosed proxy card promptly.

                        By Order of the Board of Directors,

                        LOGO

                        Kenneth W. Brimmer, Chairman

Ham Lake, Minnesota
December 12, 2001

PLEASE REMEMBER TO SIGN AND RETURN YOUR PROXY.


Oxboro Medical, Inc.
13828 Lincoln Street N.E.
Ham Lake, Minnesota 55304


PROXY STATEMENT


    The Board of Directors of Oxboro Medical, Inc. (the "Company") is soliciting your proxy for use at the 2002 Annual Meeting of Shareholders to be held on Tuesday, January 15, 2002 or any adjournment thereof. This Proxy Statement and the enclosed form of proxy will be mailed to shareholders commencing on or about December 12, 2001.


GENERAL INFORMATION

Voting

    Each share of the Company's Common Stock is entitled to one vote. You may vote your shares in person by attending the Annual Meeting or you may vote by proxy. If you vote by proxy, you must sign, date and return the enclosed proxy card in the envelope provided, or follow the instructions on the proxy card to vote by telephone or the Internet.

    If you sign and return the proxy card on time, the individuals named on the proxy card will vote your shares as you have directed. If you do not specify on your proxy card how you want your shares voted, the individuals named on the enclosed proxy card will vote your shares as follows:

    FOR Proposal 1—Election of a director as described below.

    FOR Proposal 2—Amendment to the Company's Articles of Incorporation to change the name of the Company to "Sterion Incorporated."

    FOR Proposal 3—Amendment to the Oxboro Medical, Inc. 2000 Stock Option Plan to increase the number of shares available under the plan from 300,000 to 400,000.

Quorum and Vote Requirements

    The total number of shares outstanding as of November 19, 2001 and entitled to vote at the meeting consisted of 1,791,217 shares of Common Stock, $.01 par value. Each share of Common Stock is entitled to one vote. Only shareholders of record at the close of business on November 19, 2001 will be entitled to vote at the Annual Meeting. A quorum, consisting of a majority of the shares of Common Stock entitled to vote at the Annual Meeting, must be present in person or by proxy before action may be taken at the Annual Meeting. If an executed proxy is returned and the shareholder has abstained from voting on any matter, the shares represented by such proxy will be considered present at the meeting for purposes of determining a quorum and for purposes of calculating the vote, but will not be considered to have been voted in favor of such matter. If an executed proxy is returned by a broker holding shares in "street name" indicating that the broker does not have discretionary authority as to certain shares to vote on one or more matters, such shares will be considered present at the meeting for purposes of determining a quorum, but will not be considered to be represented at the meeting for purposes of calculating the vote with respect to such matters.

    Proposal No. 1 and Proposal No. 3 will be approved by the affirmative vote of the holders of a greater of (a) a majority of the Company's Common Stock present at the Annual meeting, either in

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person or by proxy, and entitled to vote on that proposal or (b) the majority of the minimum number of shares of Common Stock of the Company which would constitute a quorum for transacting business at the Annual Meeting of Shareholders.

    Proposal No. 2 will be approved by the affirmative vote of the holders of a majority of the Company's Common Stock entitled to vote on Proposal No. 2.

    Broker nonvotes are not counted as votes for or against a proposal.

Revoking A Proxy

    If you give a proxy and later wish to revoke it before it is voted, you may do so by (1) sending a written notice to that effect to the Secretary of the Company at the address indicated in this Proxy Statement, (2) submitting a properly signed proxy with a later date, or (3) voting in person at the Annual Meeting. Otherwise, your shares will be voted as indicated on your proxy.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table presents, as of November 19, 2001, certain information regarding beneficial ownership of the Company's Common Stock by (i) each person known by the Company to beneficially own more than 5% of the outstanding shares of Common Stock; (ii) each director and executive officer of the Company; and (iii) all directors and executive officers of the Company as a group. Unless otherwise indicated, the persons listed below have sole voting and investment power with respect to the shares and may be reached at 13828 Lincoln Street N.E., Ham Lake, MN 55304.

 
  Shares Beneficially Owned
   
 
Name of Beneficial Owner

  Shares
  Shares Acquirable
within 60 Days(1)

  Total
  Percentage
Beneficially Owned

 
Allan D. Anderson   0   5,000   5,000   *  
Kenneth W. Brimmer
c/o Active IQ Technologies, Inc.
Suite 1500
601 Carlson Parkway
Minnetonka, Minnesota 55305
  252,526 (2) 77,842 (3) 330,368   17.7 %
Gary C. Copperud(4)   501,718   134,879 (5) 636,597   33.1 %
CMM Properties, LLC(4)   501,718   129,879   631,597   32.9 %
Gervaise Wilhelm   4,300   10,000   14,300   *  
J. David Berkley   0   0   0   *  
Ramon L. Burton   0   0   0   *  
All Officers and Directors as a
Group (6 persons)
  758,544   227,721   986,265   48.9 %

*
Less than 1%.

(1)
Shares of Common Stock subject to options and warrants that are currently exercisable or exercisable within 60 days are deemed to be beneficially owned by the person holding the options and warrants for computing such person's percentage, but are not treated as outstanding for computing the percentage of any other person.

(2)
Includes 30,215 shares beneficially owned by Mr. Brimmer, a director, through his IRA. Includes 80,000 shares over which Mr. Brimmer shares voting and dispositive power with his wife. Also includes 30,215 shares beneficially owned by Mr. Brimmer's wife in her IRA.

(3)
Includes 9,405 warrants beneficially owned by Mr. Brimmer, a director, through his IRA. Includes 16,000 warrants held jointly by Mr. Brimmer and his wife. Includes 9,405 warrants held by Mr. Brimmer's wife through her IRA.

(4)
Mr. Copperud, a director, is the President of CMM Properties, LLC.

(5)
Includes options to purchase 5,000 of the Company's Common stock held by Mr. Copperud individually

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PROPOSAL 1: ELECTION OF DIRECTORS

    Under the Company's Articles of Incorporation, as amended, the shareholders may from time to time determine the size of the Board and the Board may increase the number of directors by affirmative vote of two-thirds (2/3) of the directors. The shareholders have currently fixed the number of directors at four.

    The Company's Articles of Incorporation provide that the Board of Directors is classified into three classes, the members of each class to serve (after an initial transition period) for a staggered term of three years. As the term of each class expires, the successors to the directors in that class will be elected for a term of three years.

    At this Annual Meeting, the term of one incumbent director, Allan D. Anderson, is expiring. Mr. Anderson has been nominated for election to Class III and if elected, will serve for a term of three years.

    The term of Ms. Gervaise Wilhelm will expire at the Annual Meeting of Shareholders following fiscal year 2002 and the terms of Messrs. Kenneth W. Brimmer and Gary Copperud will expire at the Annual Meeting of Shareholders following fiscal year 2003. Vacancies on the Board of Directors can be filled by vote of a majority of the directors then in office. Newly created directorships can be filled by vote of two-thirds of the directors then in office.

    One director will be elected at the Annual Meeting to serve until the Annual Meeting of Shareholders following fiscal year 2004 or until his successor or successors are elected. The Board of Directors has nominated for election Mr. Anderson to serve as director.

    It is intended that proxies will be voted for the named nominee. Unless otherwise indicated, each nominee, and each continuing director named below, has been engaged in his or her present occupation as set forth below, or has been an officer with the organization indicated, for more than five years. The Board of Directors believes that the nominee named below will be able to serve as a director. However, should the nominee be unable to serve as a director, the persons named by the Company as proxies for this Annual Meeting have advised that they will vote for the election of any substitute nominee that the Board of Directors may propose.

    The names and biographical information concerning the Class III nominee and the other directors filling unexpired terms are set forth below, based upon information furnished to the Company by the nominee and directors. Each nominee listed below has consented to serve if elected. If a nominee is unable to serve for any reason, the persons named on the enclosed proxy card may vote for a substitute nominee proposed by the Board. Alternatively, the shareholders may reduce the number of directors to be elected, provided that any reduction is approved by the affirmative vote of not less than 75% of the Company's outstanding shares present and entitled to vote at a meeting.

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Nominee for Election to the Board of Directors

    Allan D. Anderson, age 48. Mr. Anderson has been a director of the Company since 2000. Mr. Anderson is currently the Chief Financial Officer and a director of Reliafund, Inc. Reliafund is a third-party processing company of ACH transactions. In January 2001, Mr. Anderson sold his interest in RiverBend Solutions ("RiverBend") having served as President since August 2000 and as Chief Financial Officer since January 2000. He was a director of RiverBend from 1995 to 2001. Mr. Anderson was the President of Metropolitan Financial Management, Inc. from 1997 to 1999 and served as its Treasurer from 1995 to 1999. He was a director of Metropolitan Financial Management, Inc. from 1991 through 1999. Prior to joining Metropolitan, he was the Chief Financial Officer of Pan Am Systems, Inc. from 1994 through 1995.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE ELECTION OF THE NOMINEE


Directors Serving Continuing Terms

Class I Director: Term Expiring After Fiscal 2002

    Gervaise Wilhelm, age 58. Ms. Wilhelm has been a director of the Company since 2000. Ms. Wilhelm has been a partner with Surgical Safety Associates, a manufacturer of surgical safety disposable devices, since October 1999. Since 1997, Ms. Wilhelm has also served as a consultant to start-up medical device companies, including companies operating in the medical specialty areas of urology, surgery, cardiology, gastroenterology and critical care medicine. From 1994 to 1997, Ms. Wilhelm served as president and chief executive officer of Internventional Innovations, Inc., now XRT/Medtronic, a medical device company. Ms. Wilhelm currently serves on the board of directors of Paradigm Diagnostics LLC.

Class II Directors: Terms Expiring After Fiscal 2003

    Kenneth W. Brimmer, age 46. Mr. Brimmer has been a director of the Company since 1998. Mr. Brimmer presently serves as Chairman, CEO and Director of Active IQ Technologies, Inc. Previously, Mr. Brimmer was President of Rainforest Cafe, Inc. from April 1997 until April 2000 and was Treasurer from its inception in 1995. Prior to that, Mr. Brimmer was employed by Grand Casinos, Inc. and its predecessor from October 1990 until April 1997, serving as Special Assistant to the Chairman and CEO, Lyle Berman. Mr. Brimmer currently serves on the boards of directors of New Horizons Kid Quest, Inc., and Hypertension Diagnostics, Inc., where he is also Chairman. Mr. Brimmer also served as the Company's interim Chief Executive Officer from October 2000 to November 18, 2000.

    Gary W. Copperud, age 43. Mr. Copperud has been a director of the Company since 1998. He has been president/general manager of CMM Properties, LLC, an investment company located in Fort Collins, Colorado, with holdings in real estate and stocks, since 1993. Prior to that, Mr. Copperud was self-employed in the fields of securities and real estate investment and real estate development.

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OTHER INFORMATION REGARDING
THE BOARD OF DIRECTORS

Director Compensation

    Each director of the Company who is not an employee receives $1,000 per quarter and the Chairman of the Board receives $1,250 per quarter. The aggregate fees paid to non-management directors for services rendered for the years ended September 30, 2001 were approximately $17,000.

Meetings and Committees of the Board of Directors

Board of Directors

    During the fiscal year ended September 30, 2001, the Company's Board of Directors held five meetings. All directors attended four of the meetings; one meeting was attended by three of the four directors. In addition, the Company's directors took a number of different actions by written action during the fiscal year. The Board of Directors have established two committees, an Audit Committee and a Compensation Committee.

Audit Committee

    The Audit Committee of the Board of Directors is responsible for providing independent, objective oversight of the Company's financial reporting system by overseeing and monitoring management's and the independent auditors' participation in the financial reporting process. The Committee is comprised of a majority of independent directors, and acts under a written charter first adopted and approved by the Board of Directors on April 27, 2000.

    Mr. Allan D. Anderson, Mr. Gary Copperud and Mr. Kenneth W. Brimmer are the members of the Audit Committee. Messrs. Anderson and Copperud are independent directors as defined by The Nasdaq SmallCap listing standards. For the reasons explained below, the Board of Directors has determined that Mr. Brimmer is also an independent director as that term is defined by The Nasdaq SmallCap listing standards.

    On September 18, 2000, Mr. Matt Bellin resigned as the President of the Company; Mr. Berkley was hired into the position of President on October 16, 2000. Mr. Brimmer served as the interim Chief Executive Officer of the Company during the transition period between Messrs. Bellin and Berkley, from October, 2000 to November 18, 2000. Mr. Brimmer did not receive any compensation for his service and maintained no office at the Company.

    The Nasdaq listing standards state that a person shall not be considered independent if, among other things, that person is employed by the company or is an officer of the company. Mr. Brimmer was not employed by the Company in that he received no compensation for his services. Further, while he did serve the Company in an interim capacity for approximately two months, the Board of Directors believes that based upon the extraordinary circumstances of his service, its short duration, and the fact that no compensation was paid to Mr. Brimmer, Mr. Brimmer's service as interim Chief Executive Officer does not interfere with the exercise of his independent judgment in carrying out his responsibilities as a director. Therefore, the Board of Directors believes that Mr. Brimmer can be considered an "independent director" under the listing standards of The Nasdaq SmallCap Market. Further, even if Mr. Brimmer were considered not an independent director under The Nasdaq SmallCap listing standards, the Company would still be in compliance with the Nasdaq listing standard Rule 4350(d)(2)(C) relating to the composition of the Audit Committee.

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    The Audit Committee held 1 meeting during fiscal year 2001. The meeting was designed to facilitate and encourage private communication between the Audit Committee and the Company's independent accountants, Virchow, Krause & Company, LLP.

    During the meeting, the Audit Committee reviewed and discussed the audited consolidated financial statements with management and Virchow, Krause & Company, LLP. Management represented to the Audit Committee that the Company's consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent accountants. The discussions with Virchow, Krause & Company, LLP also included the matters required by Statement on Auditing Standards No. 61 (Communication with Audit Committees).

    Virchow, Krause & Company, LLP provided to the Audit Committee the written disclosures and the letter regarding its independence as required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees). This information was discussed with Virchow, Krause & Company, LLP.

    Based on the discussions with management and Virchow, Krause & Company, LLP, the Audit Committee's review of the representations of management and the report of Virchow, Krause & Company, LLP, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company's Annual Report on Form 10-KSB for the year ended September 30, 2001 filed with the Securities and Exchange Commission.

    Submitted By The Audit Committee Of The Company's Board Of Directors

Allan D. Anderson    Kenneth W. Brimmer    Gary Copperud

Compensation Committee

    The Compensation Committee reviews and makes recommendations to the Board concerning salaries, bonus awards and benefits for officers and key employees. Members of the Compensation Committee are Messrs. Copperud and Brimmer and Ms. Wilhelm. During fiscal year ended September 30, 2001, the Compensation Committee met once.

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INFORMATION REGARDING EXECUTIVE OFFICERS

    Below is certain biographical and other information regarding the executive officers of the Company:

    J. David Berkley, age 53. Mr. Berkley has served as the President of the Company since October 16, 2000. Prior to joining the Company, Mr. Berkley was employed in various capacities by Minnesota Mining and Manufacturing Company (3M) from 1977 to 1999. Mr. Berkley was the Executive General Manager of 3M's Security Market Center in 1999. From 1997 to 1999 he served as the Vice President, Strategic Development, Health Care of 3M. From 1995 to 1997, he was 3M's Vice President, Medical Surgical Markets Division. Mr. Berkley was the General Manager of 3M's Consumer Professional Health Care Division from 1993 to 1995.

    Ramon L. Burton, age 51. Mr. Burton has served as the Chief Financial Officer of the Company since December 21, 2000. Prior to joining the Company, Mr. Burton was employed by Twin City Fan Companies, Ltd. for more than fourteen years, first as its Controller, and then from 1991-2000 as its Chief Financial Officer and Vice President. Mr. Burton is an attorney-at-law and has over twenty-five years experience in accounting, law and accounting systems.


EXECUTIVE COMPENSATION

    The following table sets forth the cash and non-cash compensation for the years indicated earned by or awarded to J. David Berkley, President, Kenneth W. Brimmer who served as the Company's Chief Executive Officer on an interim basis during the fiscal year ended September 30, 2001 and Company's only other executive officers whose total cash compensation exceeded $100,000 (the "Named Executive Officers") in fiscal year 2001.

Summary Compensation Table

 
   
   
   
  Long-Term
Compensation
Awards

   
 
   
  Annual Compensation
   
Name and Principal Position

  Fiscal Year
Ended Sept 30

  Securities
Underlying
Options

  All Other
Compensation

  Salary
  Bonus
J. David Berkley(1)
President
  2001
2000
1999
  $

141,346

  $



 

 

Kenneth W. Brimmer(2)   2001
2000
1999
   

   

 

 


(1)
Mr. Berkley began serving as President of the Company on October 16, 2000.

(2)
Mr. Brimmer served as the Company's interim Chief Executive Officer from October 2000 to November 18, 2000.

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    The following table provides information about each stock option grant made during the fiscal year ended September 30, 2001 to the Named Executive Officers.

Option Grants In Fiscal Year 2001

Name

  Number of
Securities
Underlying
Options Granted

  Percent of Total Options
Granted to Employees in
Fiscal Year

  Exercise or Base
Price ($/Share)

  Expiration Date
J. David Berkley   100,000   44.4 % $ 3.75   10/16/2010
Kenneth Brimmer   5,000   2.2 % $ 3.625   10/05/2005

    The following table summarizes stock option exercises during the fiscal year ended September 30, 2001 and the total number of options held at the end of fiscal year 2001 by the Named Executive Officers.

Aggregated Option Exercises in Fiscal Year 2001 and
Fiscal Year End Option Values

 
   
   
  Number of Securities
Underlying Unexercised
Options at Sept 30, 2001

  Value of Unexercised
In-the-Money
Options at Sept 30, 2001(1)

Name

  Shares
Acquired on
Exercise

  Value
Realized

  Exercisable
  Unexercisable
  Exercisable
  Unexercisable
J. David Berkley         100,000     327,000
Kenneth Brimmer       5,000     16,975  

(1)
The values have been calculated based on the closing bid price of $7.02 for our Common Stock as of September 28, 2001 (before payment of applicable income taxes).

Employment Agreements

    On February 10, 1999, Matthew Bellin entered into a letter agreement with the Company to serve as its President, Chief Operating Officer and interim Chief Financial Officer. Pursuant to the letter agreement, Mr. Bellin would be paid an annual salary of $100,000 per year plus 20% of such salary upon the achievement of mutually agreed upon objectives. After 30 days of employment, Mr. Bellin was entitled to Company benefits customary to the office of President. In addition, Mr. Bellin received an option to purchase 20,000 shares of Common Stock of the Company (as adjusted to reflect the Company's 1-for-5 reverse stock split, effective August 13, 1999), at an exercise price of $7.50 per share, vesting with respect to 4,000 shares (adjusted for the reverse split) annually. As a condition of his employment, Mr. Bellin also executed an Employee Noncompetition and Confidentiality Agreement with the Company under which he agreed not to engage in activities (described in the Agreement) hostile or adverse to the Company or Oxboro Outdoors, Inc. or that would interfere with his exercise of independent judgment in the Company's best interests. The Agreement prohibits Mr. Bellin from disclosing or using proprietary information, as described in the Agreement, relating to the Company or Oxboro Outdoors. Under the terms of the Agreement, for a period of one year after termination of the Agreement, Mr. Bellin is prohibited from engaging in activities that are competitive to the Company or Oxboro Outdoors (as described in the Agreement) or from attempting to employ any Company or Outdoors employee or persuading such person to terminate employment with the Company or Oxboro Outdoors. Mr. Bellin's annual salary was increased to $120,000 effective October 1, 1999.

    Mr. Bellin ceased serving as an officer of the Company effective October 6, 2000. In connection with his resignation, he executed a letter agreement dated October 12, 2000 with the Company. The letter agreement provided that, in exchange for consulting services to the Company, Mr. Bellin would

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be paid his usual salary through December 1, 2000. The letter agreement also summarized the exerciseability of nonqualified options granted to Mr. Bellin on February 15, 1999; options which were not vested as of October 6, 2000 expired. Of the nonqualified options granted to Mr. Bellin on February 15, 1999, options for the purchase of 13,000 shares of our Common Stock were vested as of October 6, 2000 and may be exercised, if at all, on or before April 6, 2001 and additional options to purchase 4,000 were vested as of October 6, 2000 and may be exercised, if at all, on or before January 6, 2001. In the letter agreement, Mr. Bellin also agreed to release the Company and its affiliates from certain claims.

    The Company and J. David Berkley entered into an agreement effective October 16, 2000 under which Mr. Berkley agreed to serve as the President of Oxboro Medical, Inc. on an "at will" basis. The Agreement provided for an annual salary of $150,000, with a salary review at the end of the first year.

Mr. Berkley is also be eligible for a bonus of up to 100% of his salary, based upon the performance of the Company.

    As part of Mr. Berkley's compensation, he received options to purchase 100,000 shares of the Common Stock of the Company. The options are exercisable at $3.75 per share. The options vest on the seventh anniversary of employment; however, vesting is accelerated if the Company reaches certain performance goals.

    The Company and Ramon L. Burton entered into an agreement effective December 21, 2000 under which Mr. Burton agreed to serve as the Chief Financial Officer of Oxboro Medical, Inc. on an "at will" basis. The agreement provides for an annual salary of $90,000, with a salary review at the end of the first year. Mr. Burton would also be eligible to receive a bonus of up to 50% of his salary, based upon the financial performance of the Company. As part of Mr. Burton's compensation, he received options to purchase 25,000 shares of the Company's Common Stock. The options are exercisable at $4.25 per share. The options vest on the seventh anniversary of employment; however, vesting is accelerated if the Company reaches certain performance goals.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Agreements with Larry A. Rasmusson

    Employment Agreements.  During fiscal 1994, the Company entered into an employment agreement with Larry A. Rasmusson, former Chief Executive Officer and Chief Financial Officer, whereby he was paid an annual salary determined each fiscal year, a bonus, the amount of which was based upon achievement by the Company of certain financial goals, and other benefits. Effective September 1, 1998, the Company and Mr. Rasmusson entered into a Mutual Release & Noncompetition Agreement (the "Mutual Release & Noncompetition Agreement") that provided for the termination of Mr. Rasmusson's employment agreement in consideration of payment of $150,000 over 24 months, the amendment of his consulting agreement with the Company, the surrender of 510,000 shares of Common Stock to the Company, an amendment to an exclusive license and royalty agreement between Mr. Rasmusson and Oxboro Outdoors, Inc., the rescission of the exercise of options for 220,364 shares of Common Stock of the Company, and a mutual release of claims.

    License Agreements.  Pursuant to an exclusive license agreement, Mr. Rasmusson, as licensor, granted the Company, as licensee, the exclusive right to make, use, and sell certain medical products and to receive information and assistance from Mr. Rasmusson to make, use and sell the products. Mr. Rasmusson is to receive royalties in the amount of 4% of the "net sales price" (as defined) of all licensed products sold. Royalties continue for the life of the product. If at any time a product covered by the agreement is no longer sold by the Company (defined as a reduction by 50% in sales from the previous calendar year), the license will no longer be exclusive as to that product. The agreement contains a provision for increasing the royalty amount if royalty rates paid by the Company to others for similar products are higher than 4%. The agreement also provides that upon the termination of the

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employment of a former officer, the royalty will be increased from 4% to 6% on certain products, and Mr. Rasmusson and the former officer will each receive royalties of 3% on sales of such products. During fiscal 2001 and 2000, Mr. Rasmusson earned $46,635 and $44,076, respectively, in royalties under this agreement.

    On March 30, 1999 the Company was notified by Mr. Rasmusson that it was in default of royalty agreements related to certain medical products because of nonpayment of royalties. At the time of the notification the Company believed and continues to believe that no events of default have occurred. The Company has continued to pay royalties to Mr. Rasmusson and has received no correspondence from Mr. Rasmusson regarding this matter since June 17, 1999.

    Oxboro Outdoors, Inc. ("Oxboro Outdoors"), a former subsidiary of the Company, entered into an exclusive license and royalty agreement with Mr. Rasmusson pursuant to which Mr. Rasmusson, as licensor, granted Oxboro Outdoors, as licensee, the exclusive right to make, use, and sell certain outdoor recreational products and to receive information and assistance from Mr. Rasmusson to make, use and sell the products. Pursuant to the terms of the Royalty Agreement, advance royalties of $229,241 were paid, by the Company to Mr. Rasmusson and as of June 30, 1999, royalties of $182,201 had been credited against advances paid to Mr. Rasmusson for products sold. The Company's payment obligations terminated with the sale of Oxboro Outdoors on June 30, 1999.

    Consulting Agreements.  During fiscal 1996, the Company entered into a consulting agreement with Mr. Rasmusson whereby he would be paid an annual consulting fee of $150,000 for a period of five years commencing upon his retirement. Effective September 1, 1998, the Company and Mr. Rasmusson amended the consulting agreement, as part of the Mutual Release & Noncompetition Agreement, to reduce the term of the consulting agreement to 24 months, beginning September 1, 1998 and terminating August 31, 2000, and reduced the compensation payable under the consulting agreement to $485,000 payable in 24 equal monthly installments of $20,208.

    Split Dollar Insurance.  The Company adopted split dollar life insurance plans for the benefit of Mr. Rasmusson. Prior to September 1, 1998 and under the terms of Mr. Rasmusson's plan, the Company paid the annual premiums on two $500,000 insurance policies (the "Policies") on his life. The Policies are whole life policies on which all premiums were paid by the Company and income is imputed to the insured in an amount equal to the term rate for his insurance as established by the insurer. The Policies are owned by Mr. Rasmusson. The plan was designed so that the Company will recover all premium payments, interest, and advances made by it on account of the Policies. The Company's interest in the premium payments, interest, and advances made with respect to the Policies are secured by a collateral assignment of the Policies. Upon the death of Mr. Rasmusson, the Company will be reimbursed from the insurance proceeds paid to the beneficiaries in an amount equal to the total premiums, interest, and advances made by the Company with respect to the Policies. In the event the Policies are surrendered for their cash surrender value at some date in the future, the Company will be reimbursed for the premiums it has paid on the Policies, plus interest. Premiums paid in fiscal 2001 and 2000 on behalf of Mr. Rasmusson totaled $47,775 and $47,775, respectively. Effective September 1, 1998, pursuant to the terms of the Mutual Release & Noncompetition Agreement, the two Policies will be maintained by the Company so long as Mr. Rasmusson pays and maintains his portion of the monthly premiums on said Policies in a timely manner. If the Company fails to maintain payments or terminates either or both of said Policies or if the Policies cancel or terminate for any reason other than Mr. Rasmusson's death, Mr. Rasmusson shall receive all of the cash value and/or termination value. Upon Mr. Rasmusson's death, the benefits under the Policies are to be paid out according to their terms.

11


Transactions with Directors

    On September 22, 2000, a Schedule 13D was filed with the Securities and Exchange Commission on behalf of the Company, Kenneth W. Brimmer and Gary Copperud relating to their respective interests in Minntech Corporation. Messrs. Brimmer and Copperud are directors of the Company. The Company reported that, as of September 12, 2000, it had acquired a 3% interest in Minntech Corporation through open market purchases of 200,000 shares that company's common stock. As disclosed in the Schedule 13D, the Company would beneficially own 5.7% of Minntech Corporation if the Company's shares were aggregated with those owned by Kenneth W. Brimmer and Gary Copperud. On April 9, 2001, the Company and Messrs. Brimmer and Copperud filed Amendment No. 1 to Schedule 13D relating to changes in their respective interests in Minntech Corporation. As reported in Amendment No. 1 to Schedule 13D, as of March 8, 2001 the Company held 190,000 shares or a 2.8% interest in Minntech Corporation. As further reported in Amendment No. 1 to Schedule 13D, if

the Company's shares were aggregated with those owned by Messrs. Brimmer and Copperud, the Company would beneficially own 324,200 shares or 4.8% interest in Minntech Corporation. The Company disclaims ownership of the shares held by Messrs. Brimmer and Copperud.

    Active IQ Technologies, Inc. ("Active IQ") has performed e-services consulting and website services for the Company on the same terms as such services have been provided to unrelated parties. The aggregate amount paid by the Company to Active IQ for these services was $15,000.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

    Pursuant to Section 16(a) under the Securities Exchange Act of 1934, executive officers, directors and 10% shareholders (insiders) of the Company are required to file reports on Forms 3, 4, and 5 of their beneficial holdings and transactions in the Company's Common Stock. To the Company's knowledge, all insiders of the Company made timely filings of Forms 3, 4 or 5 with respect to transactions or holdings during fiscal year 2000, except Mr. Burton's Form 3 was not timely filed within ten days of his employment date with the Company and Mr. Copperud failed to timely file one Form 4 with respect to acquisitions of Common Stock by CMM Properties, LLC.

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PROPOSAL 2:
AMENDMENT TO ARTICLES OF INCORPORATION

    On October 15, 2001, the Board of Directors has approved, subject to approval by the shareholders at the Annual Meeting, an amendment to the Company's Articles of Incorporation to change the name of the Company to "Sterion Incorporated"

    In May of 2001, the Company acquired certain the Sterion business line from Johnson & Johnson Medical Division of Ethicon, Inc. Given this significant acquisition, the Board believes that the current name does not accurately reflect the nature of the Company' s business and believe it would be desirable to adopt a name which reflects the Company's true corporate identity. The Board also believes that the Company could take advantage of the name recognition of "Sterion" in the medical products industry.

    The Company intends to change its trading symbol for its common stock. The Company's common stock is currently traded on The Nasdaq SmallCap Market as "OMED." The Company has reserved the symbol "STEN" for use in the event that shareholders approve Proposal No. 2.

    As soon as practicable following the Annual Meeting of Shareholders, the Company will file with the Secretary of State of the State of Minnesota Articles of Amendment to the Amended Articles of Incorporation. The change in the Company's name will not affect the validity or transferability of the Company's outstanding securities nor will it affect the Company's capital or corporate structure. The Company's shareholders will not be required to exchange any certificates representing any of the Company's securities held by them.

Vote Required

    The affirmative vote of the holders of a majority of the Company's Common Stock entitled to vote is required to approve Proposal No. 2.

THE BOARD OF DIRECTORS RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" APPROVAL OF THIS PROPOSAL.


13



PROPOSAL 3:
AMENDMENT TO THE OXBORO MEDICAL, INC.
2000 STOCK OPTION PLAN

General

    The Board of Directors adopted the Oxboro Medical International, Inc. 2000 Stock Option Plan (the "Plan") on January 3, 2000, subject to shareholder approval. The Plan was adopted by the shareholders at the 2000 Annual Meeting held on March 16, 2000. The Board of Directors amended the Plan on January 25, 2001 to increase the number of shares of Common Stock issuable under the Plan from 150,000 shares to 300,000 shares. This amendment was approved by the shareholders of the Company at the Annual Meeting of Shareholders held on March 7, 2001. The following is a summary of the Plan.

Amendments

    The Board of Directors amended the Plan as of October 15, 2001, to increase the number of shares of Common Stock issuable under the Plan from 300,000 to 400,000 shares. This amendment is the subject of Proposal No. 3.

Reason For The Amendments

    Of the maximum number of 300,000 shares of Common Stock that were available for issuance under the Plan prior to the amendment proposed by Proposal No. 3, as of September 30, 3001 a total of 230,000 shares have been issued upon the exercise of options or reserved for issuance upon the exercise of options. Therefore, as of September 30, 2001, only 70,000 shares remain available for issuance under the Plan. The increase in the number of shares issuable under the Plan, as provided by the amendment, is required to provide shares for future grants to executives, key employees, members of the Board of Directors and consultants.

Summary Description of Plan

    Purpose.  The purpose of the Plan is to enable the Company and its subsidiaries to retain and attract executives, other key employees, members of the Board of Directors, and consultants who contribute to the Company's success by their ability, ingenuity and industry, and to enable these individuals to participate in the long-term success and growth of the Company by giving them a proprietary interest in the Company.

    Eligible Participants.  Officers, other key employees of the Company and its subsidiaries, members of the Board of Directors and consultants who are responsible for or contribute to the management, growth and/or profitability of the business of the Company and its subsidiaries are eligible to be granted stock options under the Plan. The Company currently has approximately 85 employees and four non-employee directors.

    Administration.  The Plan will be administered either by the Board of Directors or a committee appointed by the Board having at least two directors, all of whom will be non-employee directors within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 and outside directors within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). The Plan vests broad powers in the Committee to administer and interpret the Plan, including the authority to select the individuals to be granted awards and to prescribe the type, form and conditions of the awards (which may vary among participants). The Board has appointed Kenneth W. Brimmer and Gary W. Copperud as Administrators of the Plan.

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    Maximum Number of Shares.  The initial total number of shares to be reserved for distribution under the Plan is 150,000 shares of Common Stock of the Company. The Plan was amended to increase the total number of shares available for distribution under the Plan from 150,000 to 300,000. The proposed amendment would increase the number of shares available for issuance by 100,000, from 300,000 to 400,000 shares. No person will receive grants of stock options under the Plan that exceed 100,000 shares during any fiscal year of the Company.

    Stock Options.  The Plan permits the granting of two types of options: (i) Incentive Stock Options, which are intended to qualify under Section 422 of the Code, and (ii) Non-Qualified Stock Options. No Incentive Stock Options may be granted under the Plan after January 3, 2010. The option price of an Incentive Stock Option may not be less than 100% of the fair market value of the Company' s Common Stock on the date of grant. If an employee owns more than 10% of the Combined voting power of the Company's outstanding voting stock, the option price shall be no less than 110% of the fair market value of the Company's Common Stock on the date of grant.

    Exercise.  Each option will become exercisable at such time and on such conditions as may be determined by the Committee. Upon exercise of an option under the Plan, the exercise price is to be paid by check, by other forms of consideration deemed sufficient by the Board of Committee, or by surrender of previously acquired shares of Common Stock of the Company which, in the case of stock acquired upon exercise of an option, have been owned for more than six months on the date of surrender, valued at its then fair market value. In the case of an Incentive Stock Option, the right to make a payment in the form of already owned shares may be authorized only at the time the option is granted. The aggregate fair market value (determined as of the time the stock option is granted) of the Common Stock with respect to which an Incentive Stock Option under the Plan is exercisable for the first time by an optionee during any calendar year shall not exceed $100,000.

    Term; Transfer.  The term of each option is established by the Committee, but shall not exceed 10 years (five years in the event of an optionee who owns more than 10% of the combined voting power of the Company's outstanding voting stock). Each option granted under the Plan is nontransferable during the lifetime of the optionee.

    Other Conditions.  The Committee may impose additional or alternative conditions and restrictions on the incentive or nonqualified stock options granted under the Plan; however, each incentive stock option must contain such limitations and restrictions upon its exercise as are necessary to ensure that the option will be an incentive stock option as defined in the Code.

    Amendment.  The Board of Directors may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation is permitted which (a) would impair the rights of an optionee or participant under a previously granted stock option award, without the optionee's or participant's consent, (b) without the approval of the shareholders of the Company, would cause the Plan no longer to comply with Rule 16b-3 under the Securities Exchange Act of 1934, Section 422 of the Code, or any other regulatory requirements, or (c) without the approval of the shareholders of the Company, would result in a repricing of any award or option previously granted under the Plan.

    Federal Income Tax Consequences.  The following description of federal income tax consequences is based on current statutes, regulations and interpretations. The description does not include state or local income tax consequences. In addition, the description is not intended to address specific tax consequences applicable to an individual participant who receives an award.

    An optionee will not realize taxable compensation income upon the grant of an incentive stock option. In addition, an optionee generally will not realize taxable compensation income upon the exercise of an incentive stock option if he or she exercises it while an employee or within three months after termination of employment (or within one year after termination if the termination results from a

15


permanent and total disability). The amount by which the fair market value of the shares purchased exceeds the aggregate option price at the time of exercise is treated as alternative minimum taxable income for purposes of the alternative minimum tax.

    If stock acquired pursuant to an incentive stock option is not disposed of prior to the date two years from the option grant date or prior to one year from the option exercise date, any gain or loss realized upon the sale of such shares will be characterized as capital gain or loss. If the applicable holding periods are not satisfied, then any gain realized in connection with the disposition of such stock will generally be taxable as compensation income in the year in which the disposition occurred, to the extent of the difference between the fair market value of such stock on the date of exercise and the option exercise price. The Company is entitled to a tax deduction to the extent, and at the time, that the participant realizes compensation income. Capital gains resulting from property held for more than 12 months will be taxed at a maximum rate of 20%. Capital gains resulting from property held for less than one year will be treated as short-term capital gains and taxed at the individual's applicable ordinary income tax rate.

    An optionee will not realize taxable compensation income upon the grant of a non-qualified stock option, which includes options granted to non-employee directors. When an optionee exercises a non-qualified stock option, he or she will realize taxable compensation income at that time equal to the difference between the aggregate option price and the fair market value of the stock on the date of exercise.

Vote Required

    The affirmative vote of the holders of a greater of (a) a majority of the Company's Common Stock present at the Annual meeting, either in person or by proxy, and entitled to vote on that proposal or (b) the majority of the minimum number of shares of Common Stock of the Company which would constitute a quorum for transacting business at the Annual Meeting of Shareholders is required to approve Proposal No. 3

THE BOARD OF DIRECTORS RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" APPROVAL OF THIS PROPOSAL.


16




OTHER INFORMATION

Shareholder Proposals For 2003 Annual Meeting

    The Company anticipates holding its 2003 Annual Meeting on or about March 7, 2003 and anticipates mailing its materials on or about February 5, 2003. Any shareholder proposal intended for inclusion in the Company's proxy material for the 2003 Annual Meeting of Shareholders must be received by the Secretary of the Company no later than the close of business on October 8, 2002.

    A shareholder who wishes to make a proposal for consideration at the 2003 Annual Meeting, but does not seek to include the proposal in the Company's proxy material, must notify the Secretary of the Company. The notice must be received no later than December 23, 2002. If the notice is not timely, then the persons named on the Company's proxy card for the 2003 Annual Meeting may use their discretionary voting authority when the proposal is raised at the meeting.

Annual Report

    The Annual Report of the Company for the fiscal year ended September 30, 2001, which includes the Company's Annual Report on Form 10-KSB, as filed with the Securities and Exchange Commission, accompanies this Notice of Annual Meeting and proxy solicitation material. A copy of the Company's Annual Report on Form 10-KSB, excluding exhibits, as filed with the Securities and Exchange Commission, may be obtained by shareholders without charge upon written request to the Chief Financial Officer of the Company at the address indicated on this Proxy Statement.

Independent Certified Public Accountants

    Lund Koehler Cox & Arkema LLP, now Virchow, Krause & Company, LLP, independent certified public accountants, served as independent accountants of the Company for the fiscal year ended September 30, 2001. The Company has selected Virchow, Krause & Company, LLP to serve as its auditors for the year ended September 30, 2002.

    Representatives of Virchow, Krause & Company, LLP will be in attendance at the Annual Meeting of Shareholders and will have the opportunity to make a statement if they desire to do so. In addition, representatives will be available to respond to appropriate questions.

Audit Fees

    The aggregate fees billed to us by Virchow, Krause & Company, LLP for professional services rendered for the audit of our consolidated annual financial statements for the year ended September 30, 2001 and the reviews of the financial statements included in our Forms 10-QSB for fiscal year 2000 were $42,030.

All Other Fees

    Other than those fees listed above, the aggregate fees billed to us by Virchow, Krause & Company, LLP for fiscal year 2001, none of which were financial information systems design and implementation fees, were $12,385. This figure includes fees of $8,620 for audit-related services such as statutory filings and accounting consultations, and fees of $3,765 for all non-audit services such as tax-related services and advice related to acquisition activity. Our Audit Committee has determined that the non-audit services performed by Virchow, Krause & Company LLP are not incompatible with Virchow, Krause & Company LLP maintaining its independence with respect to us.

17


Cost and Method of Solicitation

    The Company will pay the cost of soliciting proxies and may make arrangements with brokerage firms, custodians, nominees and other fiduciaries to send proxy materials to beneficial owners of Common Stock. The Company will reimburse them for reasonable out-of-pocket expenses. In addition to solicitation by mail, proxies may be solicited by telephone, electronic transmission or in person by directors, officers and employees of the Company.

Other Matters

    As of the date of this Proxy Statement, management knows of no other matters that may come before the 2002 Annual Meeting. However, if matters other than those referred to above should properly come before the 2002 Annual Meeting, the individuals named on the enclosed proxy card intend to vote such proxy in accordance with their best judgment.

                        By Order of the Board of Directors,

                        LOGO

                        Kenneth W. Brimmer
                        Chairman of the Board

18


PROXY
OXBORO MEDICAL, INC.
ANNUAL MEETING OF SHAREHOLDERS
Tuesday, January 15, 2002 at 3:30 P.M.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

    The undersigned hereby appoints J. David Berkley and Ramon L. Burton, or either of them, as Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated below, all the shares of Common Stock of Oxboro Medical, Inc. (the "Company") held of record by the undersigned on November 19, 2001 and which the undersigned would be entitled to vote at the Annual Meeting of Shareholders to be held on January 15, 2002, or at any adjournment or adjournments thereof, hereby revoking all former proxies. If no choice is specified, the proxy will be voted "for" each proposal set forth below.

1.  ELECTION OF DIRECTOR

/ / Vote FOR the nominee   / / Vote WITHHELD from the nominee

Allan D. Anderson

2.  PROPOSAL TO APPROVE AN AMENDMENT TO THE ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO "STERION INCORPORATED."

/ / FOR              / / AGAINST              / / ABSTAIN

3.  PROPOSAL TO APPROVE AN AMENDMENT TO THE 2000 STOCK OPTION PLAN OF THE COMPANY TO INCREASE THE NUMBER OF SHARES RESERVED UNDER THE PLAN FROM 300,000 to 400,000.

/ / FOR              / / AGAINST              / / ABSTAIN

—SEE REVERSE FOR VOTING INSTRUCTIONS—

    THIS PROXY WHEN PROPERLY EXECUTED AND RETURNED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED "FOR" PROPOSALS (1), (2) AND (3).

    Please vote, date and sign this proxy exactly as your name is printed hereon. When signing as attorney, executor, administrator, trustee, guardian, etc. give full title as such. If the stock is held jointly, each owner should sign. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.

Address change? Mark Box / /   Dated:       , 200
       
   
Indicate changes below:            

 

 

 

 

 

 

 

Signature (and title if applicable)

 


Signature if held jointly

PROXY
OXBORO MEDICAL, INC.
ANNUAL MEETING OF SHAREHOLDERS
Tuesday, January 15, 2002 at 3:30 P.M.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

    The undersigned hereby appoints J. David Berkley and Ramon L. Burton, or either of them, as Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated below, all the shares of Common Stock of Oxboro Medical, Inc. (the "Company") held of record by the undersigned on November 19, 2001 and which the undersigned would be entitled to vote at the Annual Meeting of Shareholders to be held on January 15, 2001, or at any adjournment or adjournments thereof, hereby revoking all former proxies. If no choice is specified, the proxy will be voted "for" each proposal set forth below.

    The Company's stock records indicate that you have not presented your stock certificate(s) for exchange following the 1-for-10 reverse stock split effected in April 1987. Giving effect to this reverse split, and to subsequent stock splits of 3-for-2 (January 1990) and 2-for-1 (March 1991), and reverse 1-for-5 (August 1999), each 1000 shares listed on this proxy card as held of record by you will be entitled to 60 votes on all matters to be presented to the shareholders at the 2002 Annual Meeting.

1.  ELECTION OF DIRECTOR

/ / Vote FOR the nominee   / / Vote WITHHELD from the nominee

Allan D. Anderson


2.  PROPOSAL TO APPROVE AN AMENDMENT TO THE ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO "STERION INCORPORATED."

/ / FOR              / / AGAINST              / / ABSTAIN

3.  PROPOSAL TO APPROVE AN AMENDMENT TO THE 2000 STOCK OPTION PLAN OF THE COMPANY TO INCREASE THE NUMBER OF SHARES RESERVED UNDER THE PLAN FROM 300,000 to 400,000.

/ / FOR              / / AGAINST              / / ABSTAIN

—SEE REVERSE FOR VOTING INSTRUCTIONS—

    THIS PROXY WHEN PROPERLY EXECUTED AND RETURNED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED "FOR" PROPOSALS (1), (2) AND (3).

    Please vote, date and sign this proxy exactly as your name is printed hereon. When signing as attorney, executor, administrator, trustee, guardian, etc. give full title as such. If the stock is held jointly, each owner should sign. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.

Address change? Mark Box / /   Dated:       , 200
       
   
Indicate changes below:            

 

 

 

 

 

 

 

Signature (and title if applicable)

 


Signature if held jointly

PROXY
OXBORO MEDICAL, INC.
ANNUAL MEETING OF SHAREHOLDERS
Tuesday, January 15, 2002 at 3:30 P.M.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

    The undersigned hereby appoints J. David Berkley and Ramon L. Burton, or either of them, as Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated below, all the shares of Common Stock of Oxboro Medical, Inc. (the "Company") held of record by the undersigned on November 19, 2001 and which the undersigned would be entitled to vote at the Annual Meeting of Shareholders to be held on January 15, 2002, or at any adjournment or adjournments thereof, hereby revoking all former proxies. If no choice is specified, the proxy will be voted "for" each proposal set forth below.

    The Company's stock records indicate you have not presented your stock certificate(s) for exchange following the 1-for-5 reverse stock split effected in August 1999. Giving effect to this reverse split, each 5 shares listed on this proxy card as held of record by you will be entitled to 1 vote on all matters to be presented to the shareholders at the 2002 Annual Meeting.

1.  ELECTION OF DIRECTOR

/ / Vote FOR the nominee   / / Vote WITHHELD from the nominee

Allan D. Anderson


2.  PROPOSAL TO APPROVE AN AMENDMENT TO THE ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO "STERION INCORPORATED."

/ / FOR              / / AGAINST              / / ABSTAIN

3.  PROPOSAL TO APPROVE AN AMENDMENT TO THE 2000 STOCK OPTION PLAN OF THE COMPANY TO INCREASE THE NUMBER OF SHARES RESERVED UNDER THE PLAN FROM 300,000 to 400,000.

/ / FOR              / / AGAINST              / / ABSTAIN

—SEE REVERSE FOR VOTING INSTRUCTIONS—

    THIS PROXY WHEN PROPERLY EXECUTED AND RETURNED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED "FOR" PROPOSALS (1), (2) AND (3).

    Please vote, date and sign this proxy exactly as your name is printed hereon. When signing as attorney, executor, administrator, trustee, guardian, etc. give full title as such. If the stock is held jointly, each owner should sign. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.

Address change? Mark Box / /   Dated:       , 200
       
   
Indicate changes below:            

 

 

 

 

 

 

 

Signature (and title if applicable)

 


Signature if held jointly



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GENERAL INFORMATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PROPOSAL 1: ELECTION OF DIRECTORS
OTHER INFORMATION REGARDING THE BOARD OF DIRECTORS
INFORMATION REGARDING EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
PROPOSAL 2: AMENDMENT TO ARTICLES OF INCORPORATION
PROPOSAL 3: AMENDMENT TO THE OXBORO MEDICAL, INC. 2000 STOCK OPTION PLAN
OTHER INFORMATION