Agreement gives Breeden Capital representation on Steris board

By Lisa Kerner

Charlotte, N.C., April 24 - Breeden Capital Management LLC entered into an agreement with Steris Corp. that puts Richard C. Breeden on the company's board of directors, according to a schedule 13D filed with the Securities and Exchange Commission.

Steris also appointed Robert H. Fields to the board and agreed to increase the size of the board to 12 directors from 10.

The appointment of Breeden and Fields as directors was effective Wednesday and their terms expire at Steris' 2008 annual meeting, the filing said.

Steris said it will add Breeden and Fields to its slate of nominees for election to the board at the 2008 annual meeting.

Breeden will also be a member of the board's compensation and corporate governance committee, while Fields will be a member of the audit and financial policy committee.

As part of the agreement, Breeden, Fields or their affiliates will not participate in the solicitation of proxies or seek to influence the voting of any common stock, the filing noted.

Breeden Capital and its affiliates, with an 8.6% stake in the company, agreed to vote their shares in favor of the board's slate of director nominees at the 2008 annual meeting as long as their designees remain on the Steris board.

The investors said they purchased a total of 5,067,321 common shares of Steris for about $119.4 million.

Steris manufactures infection prevention, contamination control, microbial reduction and surgical and critical care support products. The company is based in Mentor, Ohio.

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