Edgar Filing: HARVARD BIOSCIENCE INC

SCHEDULE 14A INFORMATION

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

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/ / Soliciting Material Pursuant to Section240.14a-12

HARVARD BIOSCIENCE, INC.
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(Name of Registrant as Specified In Its Charter)
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HARVARD BIOSCIENCE, INC.
84 OCTOBER HILL ROAD
HOLLISTON, MASSACHUSETTS 01746-1371

May 3, 2001

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of
Harvard Bioscience, Inc. (the "Annual Meeting") to be held on Thursday, May 24,
2001 at 10:00 a.m. local time, at the offices of Goodwin Procter LLP, Exchange
Place, 53 State Street, Boston, Massachusetts 02109.

The Annual Meeting has been called for the purpose of (i) electing three
Class I Directors for three-year terms and (ii) considering and voting upon such
other business as may properly come before the Annual Meeting and any
adjournments or postponements thereof.

The Board of Directors of Harvard Bioscience, Inc. recommends that you vote
"FOR" the election of the nominees of the Board of Directors as Directors of
Harvard Bioscience, Inc.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING, PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED POSTAGE-PAID ENVELOPE AS PROMPTLY AS POSSIBLE. IF YOU ATTEND THE
MEETING, YOU MAY DECIDE TO CONTINUE TO HAVE YOUR SHARES VOTED AS YOU INSTRUCTED
IN THE PROXY CARD OR YOU MAY WITHDRAW YOUR PREVIOUSLY COMPLETED PROXY AND VOTE
YOUR SHARES IN PERSON.

Sincerely,

/s/ Chane Graziano
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Chane Graziano
CHIEF EXECUTIVE OFFICER

[LOGO]

HARVARD BIOSCIENCE, INC.
84 OCTOBER HILL ROAD
HOLLISTON, MASSACHUSETTS 01746-1371
(508) 893-8999
------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, MAY 24, 2001
------------------------

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Harvard
Bioscience, Inc. (the "Company") will be held on Thursday, May 24, 2001, at
10:00 a.m. local time, at the offices of Goodwin Procter LLP, Exchange Place, 53
State Street, Boston, Massachusetts 02109 (the "Annual Meeting"), for the
purpose of considering and voting upon:

1. The election of three Class I Directors for three-year terms; and

2. Such other business as may properly come before the Annual Meeting and
any adjournments or postponements thereof.

The Board of Directors has fixed the close of business on April 24, 2001 as
the record date for determination of stockholders entitled to notice of, and to
vote at, the Annual Meeting and any adjournments or postponements thereof. Only
holders of Common Stock of record at the close of business on that date will be
entitled to notice of, and to vote at, the Annual Meeting and any adjournments
or postponements thereof.

In the event there are not sufficient shares to be voted in favor of any of
the foregoing proposals at the time of the Annual Meeting, the Annual Meeting
may be adjourned in order to permit further solicitation of proxies.

By Order of the Board of Directors,

/s/ Chane Graziano
---------------------------------------------------

Chane Graziano
SECRETARY AND CHIEF EXECUTIVE OFFICER

Holliston, Massachusetts
May 3, 2001

HARVARD BIOSCIENCE, INC.
84 OCTOBER HILL ROAD
HOLLISTON, MASSACHUSETTS 01746-1371
(508) 893-8999
------------------------

PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON THURSDAY, MAY 24, 2001

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Harvard Bioscience, Inc. (the "Company")
for use at the Annual Meeting of Stockholders of the Company to be held on
Thursday, May 24, 2001 at 10:00 a.m. local time, at the offices of Goodwin
Procter LLP, Exchange Place, 53 State Street, Boston, Massachusetts 02109, and
any adjournments or postponements thereof (the "Annual Meeting").

At the Annual Meeting, the stockholders of the Company will be asked to
consider and vote upon:

1. The election of three Class I Directors for three-year terms, such terms
to continue until the annual meeting of stockholders in 2004 and until
such Directors' successors are duly elected and qualified; and

2. Such other business as may properly come before the meeting and any
adjournments or postponements thereof.

The Notice of Annual Meeting, Proxy Statement and Proxy Card are first being
mailed to stockholders of the Company on or about May 3, 2001, in connection
with the solicitation of proxies for the Annual Meeting. The Board of Directors
has fixed the close of business on April 24, 2001 as the Record Date for the
determination of stockholders entitled to notice of, and to vote at, the Annual
Meeting (the "Record Date"). Only holders of Common Stock of record at the close
of business on the Record Date will be entitled to notice of, and to vote at,
the Annual Meeting. As of the Record Date, there were approximately 25,721,073
shares of Common Stock outstanding and entitled to vote at the Annual Meeting
and approximately 25 stockholders of record. Each holder of a share of Common
Stock outstanding as of the close of business on the Record Date will be
entitled to one vote for each share held of record with respect to each matter
submitted at the Annual Meeting.

The presence, in person or by proxy, of holders of at least a majority of
the total number of outstanding shares of Common Stock entitled to vote is
necessary to constitute a quorum for the transaction of business at the Annual
Meeting. Shares held of record by stockholders or their nominees who do not
return a signed and dated proxy or attend the Annual Meeting in person will not
be considered present or represented at the Annual Meeting and will not be
counted in determining the presence of a quorum. Directors are elected by a
plurality of the votes cast if a quorum is present. In a plurality election,
votes may only be cast in favor of or withheld from each nominee; votes that are
withheld will be excluded entirely from the vote and will have no effect. This
means that the three persons receiving the highest number of "FOR" votes will be
elected as directors. Where the only matter to be considered at a meeting of
stockholders is an uncontested election of directors by plurality, there are no
"abstentions" or "broker non-votes" because (i) votes may only be cast in favor
of or withheld from each nominee and (ii) shares of Common Stock held by a
broker on behalf of a beneficial owner may be voted in the discretion of the
broker if it does not receive voting instructions from the beneficial owner.

STOCKHOLDERS OF THE COMPANY ARE REQUESTED TO COMPLETE, DATE, SIGN AND RETURN
THE ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE. COMMON STOCK REPRESENTED
BY PROPERLY EXECUTED PROXIES RECEIVED BY THE COMPANY AND NOT REVOKED WILL BE
VOTED AT THE ANNUAL MEETING IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED
THEREIN. IF INSTRUCTIONS TO THE CONTRARY ARE NOT GIVEN THEREIN, PROPERLY
EXECUTED

PROXIES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR LISTED IN
THIS PROXY STATEMENT. IT IS NOT ANTICIPATED THAT ANY MATTERS OTHER THAN THE
ELECTION OF DIRECTORS WILL BE PRESENTED AT THE ANNUAL MEETING. IF OTHER MATTERS
ARE PRESENTED, PROXIES WILL BE VOTED IN ACCORDANCE WITH THE DISCRETION OF THE
PROXY HOLDERS.

Any properly completed proxy may be revoked at any time before it is voted
on any matter (without, however, affecting any vote taken prior to such
revocation) by giving written notice of such revocation to the Secretary of the
Company, or by signing and duly delivering a proxy bearing a later date, or by
attending the Annual Meeting, withdrawing the proxy and voting in person.
Attendance at the Annual Meeting will not, by itself, revoke a proxy.

The Annual Report on Form 10-K of the Company, including consolidated
financial statements for the fiscal year ended December 31, 2000 is being mailed
to stockholders concurrently with this proxy statement. The Annual Report,
however, is not part of the proxy solicitation material.

PROPOSAL 1
ELECTION OF DIRECTORS

The Board of Directors of the Company currently consists of seven members
and is divided into three classes of Directors, with three Directors in
Class I, two Directors in Class II and two Directors in Class III. Directors
serve for three-year terms with one class of Directors being elected by the
Company's stockholders at each annual meeting to succeed the Directors of the
same class whose terms are then expiring.

At the Annual Meeting, three Class I directors will be elected to serve
until the 2004 annual meeting of stockholders and until their successors are
duly elected and qualified.

The Board of Directors has nominated Christopher W. Dick, Robert A. Dishman
and Richard C. Klaffky, Jr. for re-election as the Class I directors. Unless
otherwise specified in the proxy, it is the intention of the persons named in
the proxy to vote the shares represented by each properly executed proxy for the
re-election of Messrs. Dick, Dishman and Klaffky. The nominees have agreed to
stand for re-election and, if elected, to serve as Directors. However, if any
person nominated by the Board of Directors fails to stand for election or is
unable to accept election, the proxies will be voted for the election of such
other person or persons as the Board of Directors may recommend.

VOTE REQUIRED

The affirmative vote of holders of a plurality of the votes cast by holders
of shares of Common Stock present or represented by proxy and entitled to vote
on the matter at the Annual Meeting is required for the election of each nominee
as a Director of the Company.

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A VOTE FOR THE
ELECTION OF THE NOMINEES OF THE BOARD OF DIRECTORS, CHRISTOPHER W. DICK, ROBERT
A. DISHMAN AND RICHARD C. KLAFFKY. PROXIES SOLICITED BY THE BOARD OF DIRECTORS
WILL BE VOTED FOR EACH OF THE NOMINEES UNLESS INSTRUCTIONS TO WITHHOLD OR TO THE
CONTRARY ARE GIVEN.

INFORMATION REGARDING DIRECTORS

Set forth below is certain information regarding the Directors of the
Company, including the Class I Directors who have been nominated for re-election
at the Annual Meeting, based on information furnished to the Company by each
Director. The following information is current as of March 31, 2001:

DIRECTORS OF HARVARD BIOSCIENCE, INC.

NAME AGE DIRECTOR SINCE
---- -------- --------------

CLASS I DIRECTORS--TERM EXPIRES 2001
Christopher W. Dick*(1)................................... 46 1996
Robert Dishman*........................................... 56 2000
Richard C. Klaffky, Jr.*(1)(2)............................ 54 1996

CLASS II DIRECTORS--TERM EXPIRES 2002
David Green............................................... 36 1996
John F. Kennedy(1)(2)..................................... 52 2000

CLASS III DIRECTORS--TERM EXPIRES 2003
Chane Graziano............................................ 62 1996
Earl R. Lewis(2).......................................... 57 2000

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* Nominees for reelection.

(1) Member of the Compensation Committee

(2) Member of the Audit Committee

NOMINEES FOR ELECTION AS CLASS I DIRECTORS--TERM EXPIRING 2004

CHRISTOPHER W. DICK has served as a Director of the Company since
March 1996. Mr. Dick has served as Managing Director of Ascent Venture
Management, Inc., a private equity firm, since March 1999. Mr. Dick has served
as a Managing Member or General Partner of Ascent Venture Partners, L.P. fund
and Ascent Venture Partners II, L.P. fund since 1999. Prior to joining Ascent
Venture Management, Inc., Mr. Dick served as General Partner of Pioneer Capital
Corporation, a private equity management firm, from 1991 until March 1999.
Mr. Dick is a graduate of Cornell University and holds a M.B.A. degree from
Babson College.

ROBERT DISHMAN has served as a Director of the Company since October 2000.
Mr. Dishman currently serves as a consultant to Dyax Corp. (formerly
Biotage, Inc.), a commercial physical and biological research company. From 1994
to 2000, Mr. Dishman served in various positions with Dyax Corp., including
Executive Vice President and as a Director. Mr. Dishman holds a Ph.D. in
Analytical Chemistry from the University of Massachusetts-Amherst.

RICHARD C. KLAFFKY, JR. has served as a Director of the Company since
March 1996. Since 1987, Mr. Klaffky has served as President of FINEC Corp., the
corporate general partner of two private equity partnerships, First New England
Capital L.P. and First New England Capital 2 L.P., based in Hartford,
Connecticut. Mr. Klaffky also serves as a director of Centrum Industries, a
manufacturing company in the metal forming, material handling and motor
production industries. Mr. Klaffky is a graduate of Brown University and holds a
M.B.A. degree from Columbia University.

INCUMBENT CLASS II DIRECTORS--TERM EXPIRES 2002

DAVID GREEN has served as the Company's President and a member of the Board
of Directors of the Company since March 1996. Prior to joining the Company,
Mr. Green was a strategy consultant with Monitor Company, a strategy consulting
company, in Cambridge, Massachusetts and Johannesburg, South Africa from
June 1991 until September 1995 and a brand manager for household products with
Unilever PLC, a packaged consumer goods company, in London from September 1985
to February 1989. Mr. Green graduated from Oxford University with a B.A. Honors
degree in physics and holds a M.B.A. degree with distinction from Harvard
Business School.

JOHN F. KENNEDY has served as a director of the Company since October 2000.
Mr. Kennedy has served as the Senior Vice President, Finance and Operations,
Chief Financial Officer and Treasurer of RSA Security Inc., an e-business
security company, since August 1999. Prior to joining RSA Security, Mr. Kennedy
was Chief Financial Officer of decalog, NV, a developer of enterprise investment
management software, from 1998 to 1999. From 1993 to 1998, Mr. Kennedy served as
Vice President of Finance, Chief Financial Officer and Treasurer of Natural
MicroSystems Corporation, a telecommunications company. Mr. Kennedy holds a
M.S.B.A. in Accounting from the University of Massachusetts-Amherst.

INCUMBENT CLASS III DIRECTORS--TERM EXPIRES 2003

CHANE GRAZIANO has served as the Company's Chief Executive Officer and a
member of the Board of Directors of the Company since March 1996. Prior to
joining the Company, Mr. Graziano served as the President of Analytical
Technology Inc., an analytical electrochemistry instruments company, from 1993
to 1996 and as the President and Chief Executive Officer of its predecessor,
Analytical Technology Inc.-Orion, an electrochemistry instruments and laboratory
products company, from 1990 until 1993. Mr. Graziano served as the President of
Waters Corporation, an analytical instrument manufacturer, from 1985 until 1989.
Mr. Graziano has over 36 years experience in the laboratory products and
analytical instruments industry.

EARL R. LEWIS has served as a director of the Company since October 2000.
Mr. Lewis has served in various capacities with Thermo Instrument Systems (now
merged into Thermo Electron Corporation) since 1986 and was subsequently named
President in 1997 and Chief Executive Officer in 1998. ThermoElectron
Corporation develops, manufactures and markets measuring and controlling
devices. Mr. Lewis is Chairman of Thermo BioAnalysis Corporation, Thermo Vision
Corporation, Thermo Optek Corporation, ThermoQuest Corporation, each of which is
a developer of laboratory analytical instruments, and ONIX Systems, Inc., a
developer of measuring and controlling devices. Mr. Lewis is a director of
SpectRx, Inc., an electromedical and electrotherapeutic company, Metrika Systems
Corporation, a developer of industrial instruments for measurement, display and
control, and ThermoSpectra Corporation, a developer of instruments for measuring
and testing of electricity and electric signals.

INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Board of Directors of the Company held 4 meetings during the year ended
December 31, 2000. During the year ended December 31, 2000, each of the
Directors attended at least 75% of the total number of meetings of the Board of
Directors and of the committees of which he was a member. The Board has
established an Audit Committee (the "Audit Committee") and a Compensation
Committee (the "Compensation Committee").

REPORT OF THE AUDIT COMMITTEE

The Board of Directors has established an Audit Committee, whose members
during 2000 were John F. Kennedy (Chairman), Richard C. Klaffky, Jr. and Earl R.
Lewis. The Board of Directors has determined that the members of the Audit
Committee are "independent" under the rules of the Nasdaq Stock Market.

The Audit Committee, among other things, makes recommendations concerning
the engagement of an independent auditor, reviews the plans and results of the
audit engagement with the independent auditor, approves professional services
provided by the independent auditor, reviews the independence of the independent
auditor, considers the range of audit and non-audit fees, reviews the adequacy
of the Company's internal financial reporting controls and performs such other
oversight functions as may be requested from time to time by the Board of
Directors. The Audit Committee did not meet during 2000. The Audit Committee met
three times during the three months ended March 31, 2001.

During the three months ended March 31, 2001, the Audit Committee:

- reviewed and discussed the audited financial statements with the Company's
management;

- discussed with the Company's independent auditor the matters required to
be discussed by Statement on Auditing Standards No. 61 ("SAS 61"); and

- discussed with the Company's independent auditor its independence and
received from the independent auditor disclosures regarding its
independence.

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 year ended December 31, 2000, based on its review and the discussions
described above.

The Audit Committee recommended to the Board of Directors that the written
Audit Committee charter be adopted. The Board of Directors approved such written
Audit Committee charter. The Audit Committee charter is included as Exhibit A to
this proxy statement.

During the year ended December 31, 2000, the Company paid the following fees
to KPMG LLP, the Company's principal accountant:

FEES PAID TO INDEPENDENT AUDITOR
Audit Fees $ 91,800
Financial Information Systems Design
and Implementation Fees $ 0
All Other Fees $630,379

The Audit Committee has considered whether the provision of the non-audit
services above is compatible with maintaining the auditor's independence.

The Audit Committee has selected KPMG LLP to serve as the Company's
independent auditor for the fiscal year ending December 31, 2001.
Representatives of KPMG LLP are expected to be present at the Annual Meeting and
will have the opportunity to make a statement if they desire to do so. They are
also expected to be available to respond to appropriate questions.

Submitted by the Audit Committee:

John F. Kennedy, Chairman
Richard C. Klaffky, Jr.
Earl R. Lewis

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee reviews and recommends the compensation
arrangements for officers and other senior level employees, determines the
options or stock to be granted to eligible persons under the Company's 2000
Stock Option and Incentive Plan (the "2000 Stock Plan") and takes other such
action as may be required in connection with the Company's compensation and
incentive plans. The Compensation Committee is responsible for the oversight of
all of the Company's compensation policies and practices including benefits and
perquisites. Compensation is defined as base salary, all forms of bonus pay, and
stock options, restricted stock or any other plans directly or indirectly
related to the Company's stock. Members of the Compensation Committee will be
appointed from the Board of Directors annually at the first meeting of the Board
following the annual meeting of stockholders. Not less than a majority of the
Compensation Committee will consist of outside Directors. The composition of the
Compensation Committee will reflect the requirements of Rule 16b-3 under the
Securities Exchange Act of 1934 as in effect from time to time. The compensation
committee of the Company's predecessor, Harvard Apparatus, Inc., held
approximately 4 meetings during the year ended December 31, 2000. The
Compensation Committee of Harvard Bioscience, Inc. did not meet following the
Company's initial public offering in December 2000.

COMPENSATION PHILOSOPHY. The objective of the Company's Compensation
Committee is to provide compensation that will attract and retain executives,
motivate each executive toward the achievement of the Company's short and
long-term financial goals and objectives and recognize individual contributions
as well as overall business results. In order to achieve this objective, the
primary focus of the Compensation Committee has been on the competitiveness of
each of the key elements of executive compensation (base salary, bonus and stock
and option grants) and the compensation package as a whole. In general, the
Compensation Committee believes that total compensation should reflect both the
relative performance of the Company among its peer group of public companies of
similar size as well as the Company's performance as measured against its own
financial objectives, and the longer term creation of shareholder value.

BASE SALARY AND BONUS. Base compensation is set to be competitive with the
peer group of the regional economy for public companies of similar size, taking
into account historical levels and the level of responsibility, breadth of
knowledge and the past performance of the executive. The relative importance of
these factors varies, depending on the particular individual being reviewed. The
Compensation Committee establishes the base salary of the Chief Executive
Officer and reviews his recommendation with respect to the other senior
executives. The cash bonus portion of each executive's compensation is
determined based upon the achievement of certain individual and Company goals
and other strategic accomplishments during the fiscal year. For the year ended
December 31, 2000, the Company's financial objectives were based on the
achievement of an established operating profit goal.

STOCK OPTIONS. The Compensation Committee believes that the equity
ownership position of the Chief Executive Officer and the other members of the
senior executives is a significant factor in aligning the long term interests of
management and the stockholders. To ensure that high levels of performance occur
over the long term, stock options granted to executives generally vest over a
four-year period and expire ten years from the date of grant. In determining
whether to grant stock options to executive officers, the Compensation Committee
evaluates each officer's performance by examining criteria similar to that
involved in the determination of base salary and bonuses. The Compensation
Committee may also grant stock options for executive retention purposes.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER. The Company's financial
performance is a crucial determinant in the Chief Executive Officer's overall
compensation package. The Compensation Committee also considered the completion
of several important acquisitions and the Company's successful initial public
offering when determining Mr. Graziano's compensation for the year ended
December 31, 2000. Finally, the Compensation Committee reviewed information
regarding the

compensation paid to the Chief Executive Officer of comparable companies, and
evaluated achievement of corporate, individual and organizational objectives for
the year. Mr. Graziano's base salary for the year ended December 31, 2000 was
set at $236,231. Mr. Graziano received a bonus for the year ended December 31,
2000 of $250,000. Mr. Graziano was granted options to purchase 281,971 shares of
Common Stock in the year ended December 31, 2000.

DEDUCTIBILITY OF EXECUTIVE COMPENSATION. The Internal Revenue Code of 1986,
as amended (the "Code"), limits the federal income tax deductibility of
compensation paid to the Company's Chief Executive Officer and to each of the
other four most highly compensated executive officers. For this purpose,
compensation can include, in addition to cash compensation, the difference
between the exercise price of stock options and the value of the underlying
stock on the date of exercise. The Company may deduct compensation with respect
to any of these individuals only to the extent that during any fiscal year such
compensation does not exceed $1 million or meets certain other conditions (such
as stockholder approval). The Compensation Committee does not expect cash
compensation for the year ending December 31, 2001 to the Chief Executive
Officer or any other executive officer to be in excess of $1 million. If the
deductibility of executive compensation becomes a significant issue, the
Company's compensation plans and policy will be modified to maximize
deductibility if the Company and the Committee determine that such action is in
the best interests of the Company.

Submitted by the Compensation Committee

Christopher W. Dick
John F. Kennedy
Richard C. Klaffky, Jr.

DIRECTOR COMPENSATION

Non-employee Directors are reimbursed for their expenses incurred in
connection with attending Board of Directors and committee meetings but do not
receive cash compensation for their services as Directors. Directors are also
eligible to participate in the 2000 Stock Plan. The 2000 Stock Plan provides
that each non-employee Director, other than Messrs. Dick and Klaffky, will
receive a one-time option grant of 10,000 shares vesting annually over three
years upon initial election to the Board of Directors and an annual option grant
of 2,500 shares vesting annually over three years following each annual meeting
of stockholders.

EXECUTIVE COMPENSATION

The following sections of this Proxy Statement set forth and discuss the
compensation paid or awarded during the fiscal years ended December 31, 1999 and
2000 to the Company's Chief Executive Officer and the four other most highly
compensated executive officers who earned in excess of $100,000 during the
fiscal year ended December 31, 2000 (the "Named Executive Officers").

SUMMARY COMPENSATION

SUMMARY COMPENSATION. The following summary compensation table sets forth
information concerning compensation for services rendered in all capacities
awarded to, earned by or paid to the Named Executive Officers during each of the
fiscal years ended December 31, 1999 and 2000.

LONG-TERM
COMPENSATION
------------
NUMBER OF
SECURITIES
ANNUAL COMPENSATION UNDERLYING
------------------- OPTIONS ALL OTHER
NAME AND POSITION YEAR SALARY BONUS GRANTED COMPENSATION
----------------- -------- -------- -------- ------------ ------------

Chane Graziano........................... 2000 $236,231 $250,000 281,971 $21,746(1)
Chief Executive Officer 1999 219,000 232,000 458,257 19,592(2)

David Green.............................. 2000 190,385 250,000 281,971 14,343(3)
President 1999 175,000 186,000 458,257 15,507(4)

James L. Warren.......................... 2000(5) 86,538 17,000 98,550 1,731(6)
Chief Financial Officer

Mark A. Norige........................... 2000 120,000 29,040 98,550 5,885(6)
Chief Operating Officer 1999 108,000 35,000 -- 5,447(6)

Susan M. Lucsinski....................... 2000 105,000 52,500 98,550 5,149(6)
Vice President of Finance and 1999 95,000 47,500 -- 4,832(6)
Administration

------------------------

(1) Includes $8,702 in automobile lease payments, $8,329 in contributions by the
Company to Mr. Graziano's 401(k) account and $4,715 representing life
insurance purchased for Mr. Graziano's benefit.

(2) Includes $7,357 in automobile lease payments, $7,520 in contributions by the
Company to Mr. Graziano's 401(k) account and $4,715 representing life
insurance purchased for Mr. Graziano's benefit.

(3) Includes $5,842 in automobile lease payments, $7,846 in contributions by the
Company to Mr. Green's 401(k) account and $655 representing life insurance
purchased for Mr. Green's benefit.

(4) Includes $7,687 in automobile lease payments, $7,165 in contributions by the
Company to Mr. Green's 401(k) account and $655 representing life insurance
purchased for Mr. Green's benefit.

(5) Mr. Warren joined the Company in July 2000.

(6) Represents contributions by the Company to the executive officers' 401(k)
accounts.

OPTION GRANTS. The following table sets forth certain information
concerning the individual grant of options to purchase Common Stock to the Named
Executive Officers who received such grants during the fiscal year ended
December 31, 2000.

OPTION GRANTS IN FISCAL YEAR 2000

INDIVIDUAL GRANTS
------------------------------------------------------------------- POTENTIAL REALIZABLE
NUMBER OF PERCENT OF TOTAL VALUE AT ASSUMED
SECURITIES OPTIONS ANNUAL RATE OF
UNDERLYING GRANTED TO EXERCISE STOCK PRICE
DATE OF OPTIONS EMPLOYEES IN PRICE EXPIRATION APPRECIATION
NAME GRANT GRANTED(1) FISCAL YEAR(2) PER SHARE DATE FOR OPTION TERM(3)
---- ---------- ---------- ---------------- --------- ---------- ---------------------
5% 10%
--------- ---------

Chane Graziano.......... 08/31/2000 281,971 24.1% $1.0461 01/01/2010 $185,504 $470,104
David Green............. 08/31/2000 281,971 24.1% 1.0461 01/01/2010 185,504 470,104
James L. Warren......... 07/10/2000 98,550 8.4% 1.0461 07/10/2010 64,835 164,303
Mark A. Norige.......... 01/01/2000 98,550 8.4% 1.0461 01/01/2010 64,835 164,303
Susan M. Luscinski...... 01/01/2000 98,550 8.4% 1.0461 01/01/2010 64,835 164,303

------------------------

(1) The options set forth on this table become exercisable as to 25% of the
total on the first anniversary of the grant date (with the exception of the
options granted to Messrs. Graziano and Green, which become exercisable as
to 25% of the total on January 1, 2001) and vest in equal annual
installments thereafter. All options are subject to the employee's continued
employment.

(2) Based on an aggregate of 1,170,450 options granted to employees and
non-employee directors in fiscal 2000.

(3) The amounts shown as potential realizable value illustrate what might be
realized upon exercise immediately prior to expiration of the option term
using the 5% and 10% appreciation rates compounded annually as established
in the regulations of the Securities and Exchange Commission.

OPTION EXERCISES AND OPTION VALUES. The following table sets forth
information concerning the number and value of options exercised by the Named
Executive Officers during the fiscal year ended December 31, 2000 and the number
and value of exercisable and unexercisable options to purchase Common Stock held
by the Named Executive Officers who held such options as of December 31, 2000.
There was no public trading market for the Company's Common Stock before
December 7, 2000. Accordingly, the value realized on exercise of options has
been calculated on the basis of the estimated fair value of the Company's Common
Stock at March 15, 2000 and September 29, 2000 of $3.67 per share and $12.00 per
share, respectively.

AGGREGATE OPTION EXERCISES IN FISCAL YEAR 2000
AND YEAR-END OPTION VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT FISCAL YEAR- AT FISCAL YEAR-END
ACQUIRED VALUE END ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------

Chane Graziano............... 1,636,008(1) $15,126,345 -- -- -- --
David Green.................. 1,636,008(1) 15,126,345 -- -- -- --
James L. Warren.............. -- -- -- 98,550 -- $ 870,088
Mark A. Norige............... 83,964(2) 306,912 -- 126,558 -- 1,146,255
Susan M. Luscinski........... 111,972(3) 410,880 -- 98,550 -- 870,088

------------------------

(1) Includes 1,188,118 shares acquired in connection with 9/29/2000 exercise of
options granted on 3/15/1996, 3/2/1999 and 8/31/2000 and 447,890 shares
acquired in connection with 3/15/2000 exercise of options granted on
3/15/1996.

(2) Includes 83,964 shares acquired in connection with 3/15/2000 exercise of
options granted on 1/1/1997.

(3) Includes 111,972 shares acquired in connection with 3/15/2000 exercise of
options granted on 3/15/1996.

EMPLOYMENT AGREEMENTS WITH EXECUTIVE OFFICERS

The Company has entered into employment agreements with each of
Messrs. Graziano, Green and Warren. Each agreement is for a period of two years,
other than Mr. Warren's agreement which is for one year. Messrs. Graziano and
Green's agreements automatically extend for two additional years on the second
anniversary date and Mr. Warren's agreement automatically extends for one
additional year on the anniversary date unless either party has given notice
that it does not wish to extend the agreement. Each agreement provides for the
payment of base salary and incentive compensation and for the provision of
certain fringe benefits to the executive. Under their respective employment
agreements, the annual salary for Mr. Graziano is $275,000, the annual salary
for Mr. Green is $225,000 and the annual salary for Mr. Warren is $185,000. The
agreements require our executive officers to refrain from competing with the
Company and from soliciting Company employees for a period of 12 months
following termination for any reason. Each agreement also provides for certain
payments and benefits for an executive officer should his or her employment with
the Company be terminated because of death or disability, by the executive for
good reason or by the Company without cause, as further defined in the
agreements. In general, in the case of a termination by the executive officer
for good reason, or by the Company without cause, the executive officer will
receive up to two years' salary and bonus in the cases of Messrs. Graziano and
Green and one years' salary and bonus in the case of Mr. Warren, an extension of
benefits for one year and an acceleration of vesting for stock options and
restricted stock which otherwise would vest during the next twenty-four months.
Upon a change of control, as defined in the agreements, the executive officer is
eligible for payment of up to three years' salary and bonus in the cases of
Messrs. Graziano and Green and one-and-a-half years' salary and bonus in the
case of Mr. Warren, an extension of benefits for one year and an acceleration of
vesting for all outstanding stock options and restricted stock.

STOCKHOLDER RETURN PERFORMANCE GRAPH

The following graph provides a comparison of the cumulative total
stockholder return for the period commencing on December 7, 2000 and ending on
December 31, 2000 among the Company, the Russell 2000 Index, the Nasdaq
Pharmaceutical Index and the J.P. Morgan H&Q Healthcare Index. The calculation
of total cumulative return assumes an initial investment of $100 in the
Company's Common Stock and the Russell 2000 Index, the Nasdaq Pharmaceutical
Index and the J.P. Morgan H&Q Healthcare Index on December 7, 2000, the date of
the Company's initial public offering, and the reinvestment of all dividends.

COMPARISON OF 1 MONTH CUMULATIVE TOTAL RETURN*
AMONG HARVARD BIOSCIENCE, INC., THE RUSSELL 2000 INDEX,
THE NASDAQ PHARMACEUTICAL INDEX
AND THE JP MORGAN H & Q HEALTHCARE INDEX

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Dollars

12/7/00 12/31/00

HARVARD BIOSCIENCE, INC. 100 94.05
RUSSELL 2000 100 105
NASDAQ PHARMACEUTICAL 100 100.11
JP MORGAN H&Q HEALTHCARE 100 104.12

* $100 INVESTED ON 12/7/00 IN STOCK OR INDEX--
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Dick, Kennedy and Klaffky are the members of the Compensation
Committee. Neither Mr. Dick, Mr. Kennedy nor Mr. Klaffky is an executive officer
or employee of the Company or any of its subsidiaries or has received any
compensation from the Company within the last three years other than in his
capacity as a Director.

PRINCIPAL AND MANAGEMENT STOCKHOLDERS

The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of March 31, 2001 by:

- all persons known by the Company to own beneficially 5% or more of the
Common Stock,

- each of the Company's Directors,

- the Named Executive Officers, and

- all of the Directors and executive officers of the Company as a group.

The number of shares beneficially owned by each stockholder is determined
under rules issued by the Securities and Exchange Commission and includes voting
or investment power with respect to securities. Under these rules, beneficial
ownership includes any shares as to which the individual or entity has sole or
shared voting power or investment power and includes any shares as to which the
individual or entity has the right to acquire beneficial ownership within
60 days after March 31, 2001 through the exercise of any warrant, stock option
or other right. The inclusion in this Proxy Statement of such shares, however,
does not constitute an admission that the named stockholder is a direct or
indirect beneficial owner of such shares. Unless otherwise indicated, the
address of all listed stockholders is c/o Harvard Bioscience, Inc., 84 October
Hill Road, Holliston, Massachusetts 01746.

COMMON STOCK BENEFICIALLY OWNED
-------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES PERCENT(1)
---------------------------------------------- -------------- --------------

Christopher W. Dick(2)........................ 6,464,641 25.1%
255 State Street
Boston, MA 02109
Chane Graziano(3)............................. 5,089,885 19.8%
Ascent Venture Partners II, L.P.(4)........... 3,927,387 15.3%
255 State Street
Boston, MA 02109
David Green................................... 3,306,936 12.9%
Ascent Venture Partners, L.P.(5).............. 2,537,254 9.8%
255 State Street
Boston, MA 02109
First New England Capital, L.P.(6)............ 1,963,693 7.6%
100 Pearl Street
Hartford, CT 06103
Richard C. Klaffky(7)......................... 1,963,693 7.6%
100 Pearl Street
Hartford, CT 06103
Susan M. Luscinski(8)......................... 136,610 *
Mark A. Norige(9)............................. 136,610 *
James L. Warren............................... -- *
Robert Dishman................................ -- *
John F. Kennedy............................... -- *
Earl R. Lewis................................. -- *
All executive officers and directors, as a
group (10 persons)(10)...................... 17,098,375 66.3%

------------------------

* Represents less than 1% of all of the outstanding shares of common stock.

(1) Based on 25,721,073 shares outstanding on March 31, 2001.

(2) Consists solely of the shares described in notes (4) and (5) below, of which
Mr. Dick may be considered the beneficial owner. Mr. Dick disclaims
beneficial ownership of such shares, except to the extent of his pecuniary
interest therein.

(3) Includes 1,291,004 shares held by two trusts for the benefit of
Mr. Graziano's children, of which Mr. Graziano is a trustee.

(4) Ascent Management SBIC Corp. is the general partner of Ascent Venture
Management II, L.P., which is the general partner of Ascent Venture Partners
II, L.P., which exercises sole voting and investment power with respect to
all of the shares held of record by Ascent Venture Partners II, L.P.
Mr. Dick, a member of our board of directors, is the Managing Director of
Ascent Management SBIC Corp. Mr. Dick disclaims any beneficial ownership of
the shares held by Ascent Venture Partners II, L.P., except to the extent of
his pecuniary interest therein.

(5) Ascent Venture Management, Inc. is the general partner of Ascent Venture
Partners, L.P., which exercises sole voting and investment power with
respect to all of the shares held of record by Ascent Venture Partners, L.P.
Mr. Dick, a member of our board of directors, is the Managing Director of
Ascent Venture Management, Inc. Mr. Dick disclaims any beneficial ownership
of the shares held by Ascent Venture Partners, L.P., except to the extent of
his pecuniary interest therein.

(6) FINEC Corp. is the general partner of First New England Capital, L.P., which
exercises sole voting and investment power with respect to all of the shares
held of record by First New England Capital, L.P. Mr. Klaffky, a member of
our board of directors, is the President of FINEC Corp. Mr. Klaffky
disclaims any beneficial ownership of the shares held by First New England
Capital, L.P., except to the extent of his pecuniary interest therein.

(7) Consists solely of the shares described in note (6) above, of which
Mr. Klaffky may be considered the beneficial owner. Mr. Klaffky disclaims
beneficial ownership of such shares, except to the extent of his pecuniary
interest therein.

(8) Includes 24,638 options that may be acquired within 60 days of March 31,
2001.

(9) Includes 52,646 options that may be acquired within 60 days of March 31,
2001.

(10) Includes 77,284 options that may be acquired within 60 days of March 31,
2001.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

STOCK REDEMPTIONS AND LOAN REPAYMENTS WITH STOCKHOLDERS

In March 1996, the Company's business was acquired by a group that was led
by the current management team of Chane Graziano, the Company's Chief Executive
Officer, and David Green, the Company's President, and that also included Paul
Grindle, a former member of the Board of Directors, Ascent Venture Partners,
L.P. (formerly known as Pioneer Venture Limited Partnership), Ascent Venture
Partners II, L.P. (formerly known as Pioneer Venture Limited Partnership
II) and First New England Capital, L.P. (the "Investors"). In connection with
this acquisition, the Company issued redeemable preferred stock for an aggregate
purchase price of $1.5 million and subordinated debentures with an aggregate
principal amount of $1.0 million to the Investors. The redeemable preferred
stock paid cumulative dividends at the rate of $0.26 per share quarterly in
arrears and the subordinated debenture base interest at an annual rate of 13%
payable quarterly in arrears. The terms of the redeemable preferred stock and
the subordinated debentures required the Company to redeem or repay these
instruments upon the completion of the Company's initial public offering of
common stock, which occurred in December 2000. A portion of the proceeds of that
offering were used to retire the redeemable preferred stock and the subordinated
debentures. The redemption of the preferred stock and the retirement of the
subordinated debentures resulted in payments of $167,000 to Mr. Graziano, the
Company's Chief Executive Officer and a member of the Board of Directors,
$500,000 to Ascent Venture Partners, L.P., $1.0 million to Ascent Venture
Partners II, L.P. and $500,000 to First New England Capital, L.P. Christopher W.
Dick, a member of the Board of Directors, is a Managing Director of Ascent
Venture Management, Inc., the general partner of Ascent Venture Partners, L.P.,
and Ascent Management SBIC Corp., the general partner of Ascent Venture Partners
II, L.P., and Richard C. Klaffky, Jr., a member of the Board of Directors, is
the President of FINEC Corp., the general partner of First New England Capital,
L.P.

LOANS TO OFFICERS IN CONNECTION WITH OPTION EXERCISES

In September 2000, Mr. Graziano, the Company's Chief Executive Officer, and
Mr. Green, the Company's President, each exercised options to purchase 740,228
shares of the Company's common stock. Each of these officers paid substantially
all of the exercise price for these shares by issuing promissory notes to the
Company. The aggregate loans to Mr. Graziano are $789,000 and to Mr. Green are
$789,000 pursuant to these promissory notes. Each of these promissory notes is
due in September 2003 and bears interest at an annual rate of 10%. These
promissory notes are secured by a pledge of all of the shares for which the
exercise price was paid with the respective promissory notes as well as
additional shares held by each of these officers.

CONSULTING RELATIONSHIP WITH FORMER DIRECTOR

Mr. Grindle, a member of the Company's Board of Directors until
October 2000, was retained by the Company as a consultant to provide general
marketing and other advice to the Company's senior management team and to review
all of the revisions to the Company's catalog from March 1996 to September 2000
when the consulting agreement was terminated. In connection with this consulting
agreement, Mr. Grindle received consulting fees of $294,583 for the nine months
ended September 30, 2000 and $258,437, $262,040 and $268,030 for the years ended
December 31, 1999, 1998 and 1997, respectively. Mr. Grindle is no longer
affiliated with the Company.

COMPLIANCE WITH SECTION 16(a) OF
THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who own more than 10% of the Company's
outstanding shares of common stock (collectively, the "Section 16 Persons"), to
file initial reports of ownership and reports of changes in ownership with the
Securities and Exchange Commission (the "SEC") and The Nasdaq Stock
Market, Inc. Section 16 Persons are required by SEC regulations to furnish the
Company with copies of all Section 16 forms they file.

Based solely on its review of the copies of such forms received by the
Company, the Company believes that during the fiscal year ended December 31,
2000, the Section 16 Persons complied with all Section 16(a) filing requirements
applicable to them.

MARKET VALUE

On December 31, 2000, the closing price of a share of the Company's Common
Stock on the Nasdaq National Market was $9.875.

EXPENSES OF SOLICITATION

The Company will pay the entire expense of soliciting proxies for the Annual
Meeting. In addition to solicitations by mail, certain directors, officers and
regular employees of the Company (who will receive no compensation for their
services other than their regular compensation) may solicit proxies by
telephone, telegram or personal interview. Banks, brokerage houses, custodians,
nominees and other fiduciaries have been requested to forward proxy materials to
the beneficial owners of shares held of record by them and such custodians will
be reimbursed for their expenses.

SUBMISSION OF STOCKHOLDER PROPOSALS FOR THE 2002 ANNUAL MEETING

Stockholder proposals intended to be presented at the Company's 2002 annual
meeting of stockholders must be received by the Company on or before
February 23, 2002 in order to be considered for inclusion in the Company's proxy
statement and form of proxy for that meeting. These proposals must also comply
with the rules of the Securities and Exchange Commission governing the form and
content of proposals in order to be included in the Company's proxy statement
and form of proxy and should be mailed to: Secretary, Harvard Bioscience, Inc.,
84 October Hill Road, Holliston, Massachusetts 01746.

The Company's By-laws provide that any stockholder of record wishing to have
a stockholder proposal that is not included in the Company's proxy statement
considered at an annual meeting must provide written notice of such proposal and
appropriate supporting documentation, as set forth in the By-laws, to the
Company's Secretary at its principal executive office not less than 90 days or
more than 120 days prior to the first anniversary of the date of the preceding
year's annual meeting. In the event, however, that the annual meeting is
scheduled to be held more than 30 days before such anniversary date or more than
60 days after such anniversary date, notice must be delivered not earlier than
120 days prior to the date of such meeting and not later than the later of
(i) 10 days following the date of public announcement of the date of such
meeting or (ii) 90 days prior to the date of such meeting. Proxies solicited by
the Board of Directors will confer discretionary voting authority on the proxy
holders with respect to these proposals, subject to rules of the Securities and
Exchange Commission governing the exercise of this authority.

OTHER MATTERS

The Board of Directors does not know of any matters, other than those
described in this Proxy Statement that will be presented for action at the
Annual Meeting. If other matters are duly presented, proxies will be voted in
accordance with the best judgment of the proxy holders.

THIS PROXY STATEMENT IS ACCOMPANIED BY THE COMPANY'S ANNUAL REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000. THE COMPANY WILL FURNISH,
WITHOUT CHARGE, A COPY OF ANY EXHIBITS OF ITS ANNUAL REPORT ON FORM 10-K TO ANY
STOCKHOLDER, UPON WRITTEN REQUEST TO HARVARD BIOSCIENCE, INC., 84 OCTOBER HILL
ROAD, HOLLISTON, MASSACHUSETTS 01746.

Exhibit A

HARVARD BIOSCIENCE, INC.

AMENDED AND RESTATED
AUDIT COMMITTEE CHARTER

I. GENERAL STATEMENT OF PURPOSE

The Audit Committee of the Board of Directors (the "Audit Committee")
of Harvard Bioscience, Inc. (the "Company") oversees on behalf of the Company's
Board of Directors (the "Board") management's and the independent auditor's
participation in the Company's financial reporting process. The primary
objective of the Audit Committee in exercising its oversight function is to
promote and preserve the integrity of the Company's financial statements and the
independence of the Company's independent auditor.

II. AUDIT COMMITTEE COMPOSITION

The Audit Committee shall consist of at least three members who shall
be appointed annually by the Board and shall satisfy the qualification
requirements set forth in Rules 4310 and 4460 of the Marketplace Rules of the
National Association of Securities Dealers, Inc. The Board shall designate one
member of the Audit Committee to be Chairman of the committee.

III. MEETINGS

The Audit Committee generally is to meet four times per year in person
or by telephone conference call, with any additional meetings as deemed
necessary by the Audit Committee.

IV. AUDIT COMMITTEE ACTIVITIES

The principal activities of the Audit Committee will generally include
the following:

A. REVIEW OF CHARTER

o Review and reassess the adequacy of this Charter annually and
submit it to the Board for approval.

B. AUDITED FINANCIAL STATEMENTS AND ANNUAL AUDIT

o Review the overall audit plan with the independent auditor and
the members of management who are responsible for preparing
the Company's financial statements, including the Company's
Chief Financial Officer and/or principal accounting officer or
principal financial officer (the Chief Financial Officer and
such other officer or officers are referred to herein
collectively as the "Senior Accounting Executive").

A-1

o Review and discuss with management (including the Company's
Senior Accounting Executive) and with the independent auditor:

(i) the Company's annual audited financial statements,
including any significant financial reporting issues
that have arisen in connection with the preparation
of such audited financial statements;

(ii) the adequacy of the Company's internal financial
reporting controls that could significantly affect
the integrity of the Company's financial statements;
and

(iii) major changes in and other questions regarding
accounting and auditing principles and procedures.

o Review and discuss with the independent auditor (outside of
the presence of management) how the independent auditor plans
to handle its responsibilities under the Private Securities
Litigation Reform Act of 1995.

o Review and discuss with the independent auditor (outside of
the presence of management) any problems or difficulties that
the auditor may have encountered with management or others and
any management letter provided by the auditor and the
Company's response to that letter. This review shall include
considering any difficulties encountered by the auditor in the
course of performing its audit work, including any
restrictions on the scope of its activities or its access to
information.

o Review and discuss with management and the independent auditor
such issues as may be brought to the Audit Committee's
attention by the independent auditor pursuant to Statement on
Auditing Standards No. 61 ("SAS 61").

o Based on the Audit Committee's review and discussions (1) with
management of the audited financial statements, (2) with the
independent auditor of the matters required to be discussed by
SAS 61, and (3) with the independent auditor concerning the
independent auditor's independence, make a recommendation to
the Board as to whether the Company's audited financial
statements should be included in the Company's Annual Report
on Form 10-K.

o Prepare the Audit Committee report required by Item 306 of
Regulation S-K of the Securities Exchange Act of 1934 (or any
successor provision) to be included in the Company's annual
proxy statement.

A-2

C. UNAUDITED QUARTERLY FINANCIAL STATEMENTS

D. MATTERS RELATING TO SELECTION, PERFORMANCE AND INDEPENDENCE
OF INDEPENDENT AUDITOR

o Recommend to the Board the appointment of the independent
auditor.

o Instruct the independent auditor that the independent
auditor's ultimate accountability is to the Board and the
Audit Committee as representatives of the Company's
shareholders.

o Evaluate on an annual basis the performance of the independent
auditor and, if necessary in the judgement of the Audit
Committee, recommend that the Board replace the independent
auditor.

o Recommend to the Board on an annual basis the fees to be paid
to the independent auditor.

o Request that the independent auditor provide the Audit
Committee with the written disclosures and the letter required
by Independence Standards Board Standard No. 1, as may be
modified or supplemented, discuss with the independent auditor
any disclosed relationships or services that may impact the
objectivity and independence of the independent auditor, and
based on such discussion take or recommend that the Board take
appropriate action to oversee the independence of the
independent auditor.

E. GENERAL

o The Audit Committee may be requested by the Board to review or
investigate on behalf of the Board activities of the Company
or of its employees, including compliance with laws,
regulations or Company policies.

o Perform such other oversight functions as may be requested by
the Board.

o In performing its oversight function, the Audit Committee
shall be entitled to rely upon advice and information that it
receives in its discussions and communications with
management, the independent auditor and such experts, advisors
and professionals consulted with by the Audit Committee. The
Audit Committee shall have the authority to retain special
legal, accounting or other experts, advisors or professionals
to render advice to the committee. The Audit Committee shall
have the authority to request that any officer or employee of
the Company, the Company's outside legal counsel, the
Company's independent

A-3

auditor or any other professional retained by the Company to
render advice to the Company attend a meeting of the Audit
Committee or meet with any members of or advisors to the Audit
Committee.

o Notwithstanding the responsibilities and powers of the Audit
Committee set forth in this Charter, the Audit Committee does
not have the responsibility of planning or conducting audits
of the Company's financial statements or determining whether
or not the Company's financial statements are complete,
accurate and in accordance with generally accepted accounting
principles. Such responsibilities are the duty of management
and, to the extent of the independent auditor's audit
responsibilities, the independent auditor. It also is not the
duty of the Audit Committee to resolve disagreements, if any,
between management and the independent auditor or to ensure
compliance with laws, regulations or Company policies.

[ADOPTED BY THE BOARD OF DIRECTORS ON FEBRUARY 22, 2001.]

A-4

REVOCABLE PROXY
HARVARD BIOSCIENCE, INC.

|X| PLEASE MARK VOTES
AS IN THIS EXAMPLE

SOLICITED BY THE BOARD OF DIRECTORS
FOR THE 2001 ANNUAL MEETING OF STOCKHOLDERS

The undersigned stockholder of Harvard Bioscience, Inc. (the "Company")
hereby constitutes and appoints Chane Graziano, David Green and James Warren,
and each of them acting singly and each with the power to appoint his
substitute, and authorizes each of them to represent and to vote all shares of
the common stock of the Company held by the undersigned at the close of business
on April 24, 2001, at the Annual Meeting of Stockholders to be held at the
offices of Goodwin Procter LLP, Exchange Place, 53 State Street, Boston,
Massachusetts 02109, on Thursday, May 24, 2001 at 10:00 a.m., local time, and at
any adjournments or postponements thereof (the "Annual Meeting").

PROPOSAL 1 WITH- FOR ALL
FOR HOLD EXCEPT
1. To elect as Class I Directors (term | | | | | |
expiring at 2004 Annual Meeting):

CHRISTOPHER W. DICK, ROBERT A. DISHMAN AND
RICHARD C. KLAFFKY, JR.

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK "FOR
ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.

________________________________________________________________________________

WHEN PROPERLY EXECUTED THIS PROXY WILL BE VOTED IN THE MANNER AS
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS GIVEN,
THIS PROXY WILL BE VOTED FOR PROPOSAL 1 AND IN THE DISCRETION OF THE PROXIES
FOR ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY
ADJOURNMENTS OR POSTPONEMENTS THEREOF.

PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE. NO POSTAGE IS NEEDED IF MAILED IN THE UNITED STATES.

PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. JOINT OWNERS SHOULD EACH
SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, GUARDIANS OR OTHER FIDUCIARIES SHOULD
GIVE FULL TITLE AS SUCH. IF SIGNING FOR A CORPORATION, PLEASE SIGN IN FULL
CORPORATE NAME BY A DULY AUTHORIZED OFFICER.

----------------------------------------
Please be sure to sign and Date
date this Proxy in the box below.
--------------------------------------------------------------------------------

Stockholder sign above Co-holder (if any) sign above
------ -----------------------

--------------------------------------------------------------------------------
DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.

HARVARD BIOSCIENCE, INC.
--------------------------------------------------------------------------------
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
--------------------------------------------------------------------------------

IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.

----------------------------------------------------