x
|
Preliminary
Proxy Statement
|
¨
|
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
¨
|
Definitive
Proxy Statement
|
¨
|
Definitive
Additional Materials
|
¨
|
Soliciting
Material Pursuant to §240.14a-12
|
x
|
No
fee required
|
¨
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11
|
|
(1)
|
Title
of each class of securities to which transaction applies:
|
|
|
|
||
|
(2)
|
Aggregate
number of securities to which transaction applies:
|
|
|
|
||
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was determined):
|
|
|
(4)
|
Proposed
maximum aggregate value of transaction:
|
|
|
(5)
|
Total
fee paid:
|
¨
|
Fee
paid previously with preliminary materials.
|
¨
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee
was paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its filing.
|
|
(1)
|
Amount
Previously Paid:
|
|
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
|
|
(3)
|
Filing
Party:
|
|
|
|
||
|
(4)
|
Date
Filed:
|
|
|
1. |
To
elect a board of seven directors;
|
2. |
To
ratify the appointment by the Audit Committee of the Board of
Directors of
Haskell & White LLP as the Company’s independent public accountants to
audit the Company’s financial statements for fiscal
2006;
|
3. |
To
amend the Company’s Amended and Restated Certificate of Incorporation to
increase the authorized number of shares of Preferred Stock of
Aeolus from
3,000,000 shares to 10,000,000 shares;
and
|
4. |
To
act upon such other matters as may properly come before the meeting
or any
adjournment thereof.
|
By Order of the Board of Directors, | ||
|
|
|
Date: | By: | /s/ Michael P. McManus |
Michael P. McManus |
||
Chief Accounting Officer, | ||
Treasurer and Secretary | ||
Laguna Niguel, | ||
California | ||
January [●], 2006 |
1. |
FOR
the election of the seven nominees for director identified below;
|
2. |
FOR
the ratification of the appointment by the Audit Committee of
the Board of
Directors of Haskell & White LLP as the Company’s independent public
accountants to audit the Company’s financial statements for fiscal
2006;
|
3. |
FOR
the amendment of the Company’s Amended and Restated Certificate of
Incorporation to increase the authorized number of shares of
Preferred
Stock of the Company from 3,000,000 shares to 10,000,000 shares;
and
|
Name
of Nominee
|
Age
as of
January
30,
2006
|
Director
Since
|
David
C. Cavalier
|
36
|
April
2004
|
John
M. Farah, Jr., Ph.D.
|
53
|
October
2005
|
Chris
A. Rallis.
|
52
|
June
2004
|
Peter
D. Suzdak, Ph.D.
|
47
|
June
2004
|
Michael
E. Lewis, Ph.D.
|
54
|
June
2004
|
Joseph
J. Krivulka
|
53
|
June
2004
|
Amit
Kumar, Ph.D.
|
41
|
June
2004
|
|
•
|
|
each
person known by Aeolus to beneficially own more than 5% of the
outstanding
shares of each class of the Company’s stock,
|
|
•
|
|
each
of Aeolus’ directors,
|
|
•
|
|
each
of Aeolus’ Named Officers (as defined under “Executive Compensation”
below), and
|
|
•
|
|
all
of Aeolus’ directors and executive officers as a group.
|
Preferred
Stock
|
Common
Stock
|
||||||
Identity
of Owner or Group (1)(2)
|
Beneficially
Owned
|
Percentage
Owned(3)
|
|
Beneficially
Owned
|
Percentage
Owned(4)
|
||
|
|||||||
Directors:
|
|||||||
David
C. Cavalier
|
2,150,000
|
(5)
|
72.3%
|
13,705,937
|
(6)
|
74.4%
|
|
John
M. Farah, Jr., Ph.D. (7)
|
-
|
-
|
-
|
-
|
|||
Joseph
J. Krivulka (7)
|
-
|
-
|
25,472
|
*
|
|||
Amit
Kumar, Ph.D. (7)
|
-
|
-
|
25,472
|
*
|
|||
Michael
E. Lewis, Ph.D. (7)
|
-
|
-
|
25,472
|
*
|
|||
Chris
A. Rallis (7)
|
-
|
-
|
25,472
|
*
|
|||
Peter
D. Suzdak, Ph.D. (7)
|
-
|
-
|
25,472
|
*
|
|||
Named
Executive Officers:
|
|||||||
Elaine
Alexander, M.D. (7)
|
-
|
-
|
42,000
|
*
|
|||
Richard
P. Burgoon, Jr. (8)
|
-
|
-
|
269,250
|
1.9%
|
|||
James
D. Crapo, M.D. (7)
|
-
|
-
|
277,666
|
1.9%
|
|||
Brain
Day, Ph.D. (7)
|
-
|
-
|
24,903
|
*
|
|||
Shayne
C. Gad, Ph.D. (7)
|
-
|
-
|
62,500
|
*
|
|||
John
L. McManus (9)
|
-
|
-
|
78,000
|
*
|
|||
Michael
P. McManus (10)
|
-
|
-
|
10,850
|
*
|
|||
Richard
W. Reichow (11)
|
-
|
-
|
332,361
|
2.3%
|
|||
All
directors and executive officers as a group (12
persons)
|
2,150,000
|
(12)
|
72.3%
|
14,258,300
|
(13)
|
75.7%
|
Preferred
Stock
|
Common
Stock
|
||||||
Identity
of Owner or Group (1)(2)
|
Beneficially
Owned
|
Percentage
Owned(3) |
|
Beneficially
Owned |
Percentage
Owned(4)
|
||
|
|||||||
5%
Stockholders:
|
|||||||
BVF
Partners, L.P.
|
250,000
|
(14)
|
8.4%
|
1,621,218
|
(15)
|
10.9%
|
|
900
N. Michigan Ave, Suite 1100
|
|||||||
Chicago
IL 60611
|
|||||||
Elan
Corporation, plc
|
475,087
|
16.0%
|
475,087
|
3.3%
|
|||
Lincoln
House
|
|||||||
Lincoln
Place
|
|||||||
Dublin
2, Ireland
|
|||||||
Great
Point Partners, LLC
|
100,000
|
(16)
|
3.4%
|
1,600,727
|
(17)
|
10.9%
|
|
2
Pickwick Plaza, Suite 450
|
|||||||
Greenwich,
CT 06830
|
|||||||
Xmark
Asset Management, LLC
|
2,150,000
|
(18)
|
72.3%
|
13,680,937
|
(19)
|
74.4%
|
|
and
its affiliates
|
|||||||
301
Tresser Blvd, Suite 1320
|
|||||||
Stamford,
CT 06901
|
|
*
Less than one percent
|
Long-Term
Compensation
Awards
|
|||||||||||
Name
and Principal
|
Fiscal
|
Annual
Compensation (1)
|
Securities
Underlying
|
All
Other
|
|||||||
Position(s)
|
Year
|
Salary
($)
|
Bonus
($)
|
Options
(2)
|
Compensation
($)
|
||||||
Richard
P. Burgoon, Jr. (3)
|
2005
|
148,413
|
147,275
|
250,000
|
803 | ||||||
Chief
Executive Officer
|
|||||||||||
John
L. McManus (4)
|
2005
|
—
|
—
|
30,000
|
34,091 | ||||||
President
|
|||||||||||
Elaine
Alexander, M.D. (5)
|
2005
|
—
|
—
|
16,000
|
95,645 | ||||||
Chief
Medical Officer
|
|||||||||||
Brian
Day, Ph.D. (6)
|
2005
|
—
|
—
|
16,000
|
84,000 | ||||||
Chief
Scientific Officer
|
|||||||||||
Michael
P. McManus (7)
|
2005
|
—
|
—
|
5,000
|
— | ||||||
Chief
Accounting Officer,
|
|||||||||||
Treasurer
and Secretary
|
|||||||||||
James
D. Crapo, M.D. (8)
|
2005
|
68,000
|
—
|
—
|
— | ||||||
Former
Chief Executive Officer
|
2004
|
122,000
|
—
|
84,167
|
— | ||||||
Shayne
C. Gad, Ph.D. (9)
|
2005
|
—
|
—
|
25,000
|
195,000 | ||||||
Former
President
|
2004
|
—
|
—
|
37,500
|
97,500 | ||||||
Richard
W. Reichow (10)
|
2005
|
432,395
|
—
|
—
|
5,557 | ||||||
Former
Executive Vice President,
|
2004
|
206,511
|
—
|
70,000
|
2,505 | ||||||
Chief
Financial Officer,
|
2003
|
141,417
|
—
|
202,462
|
3,197 | ||||||
Treasurer
and Secretary
|
(1) |
Column
with respect to "Other Annual Compensation" has not been included
in this
table because the aggregate amount of perquisites and other personal
benefits received from the Company by any of the Named Officers
did not
exceed the lesser of
$50,000
or
10%
of
the total annual salary and bonus reported for each such Named
Officer in
the table.
|
(2) |
Options
were granted under the Company’s 2004 Stock Option Plan and 1994 Stock
Option Plan.
|
(3) |
Mr.
Burgoon was appointed Chief Executive Officer on January 5, 2005.
“All
Other Compensation” consists of life
and long-term disability insurance
premiums.
|
(4) |
Mr.
John McManus is not an employee of the Company. For his services
as
President, Mr. John McManus is paid a monthly consulting fee of
$10,000
and receives an option to purchase up to 10,000 shares of Common
Stock at
the end of each month he provides consulting services to the Company.
During fiscal 2005, Mr. John McManus was paid $34,091 in consulting
fees.
Mr. John McManus is also a 50% owner of McManus & Company, Inc., which
provides administrative, accounting and financial consulting services
to
the Company. (See footnote (7) for more
information.)
|
(5) |
Dr.
Alexander is not an employee of the Company. For her services as
Chief
Medical Officer, Dr. Alexander is paid a monthly consulting fee
of $15,000
and receives an option to purchase up to 2,000 shares of Common
Stock at
the end of each month she provides consulting services to the Company.
During fiscal 2005, Dr. Alexander was paid $95,645 in consulting
fees.
|
(6) |
Dr.
Day is not an employee of the Company. For his services as Chief
Scientific Officer during fiscal 2005, Dr. Day was paid a monthly
consulting fee of $8,000, which was subsequently increased to $9,500
in
October 2005. He receives an option to purchase up to 2,000 shares
of
Common Stock at the end of each month he provides consulting services
to
the Company. During fiscal 2005, Dr. Day was paid $84,000 in consulting
fees. Dr. Day is also Associate Professor of Medicine, Immunology
&
Pharmaceutical Sciences at the National Jewish Medical and Research
Center
(“NJM”), which provides research services to the Company. In September
2005, the Company entered into a grant agreement with NJM in the
amount of
$133,000, for which Dr. Day was the principal investigator.
The Company also has an exclusive worldwide license from NJM to
develop,
make, have made, use and sell products using certain technology
developed
by certain scientists at NJM.
|
(7) |
Mr.
Michael McManus is not an employee of the Company. For his services
as
Chief Accounting Officer, McManus & Company, Inc., a consulting firm
in which Mr. Michael McManus and Mr. John McManus are each 50%
owners, is
paid a monthly consulting payment of $12,500 and Mr. McManus
receives an
option to purchase up to 1,250 shares of Common Stock at the
end of each
month he provides consulting services to the Company. During
fiscal 2005,
McManus & Company, Inc. was paid $43,750 in consulting fees pursuant
to services rendered by Mr. Michael McManus to the Company.
|
(8) |
Dr.
Crapo was Chief Executive Officer from July 1, 2004 through December
31,
2004.
|
(9) |
Dr.
Gad was not an employee of the Company and served as President
from May 4,
2004 to June 20, 2005. For his services as President, Dr. Gad was
paid a
monthly consulting fee of $19,500 and received an option to purchase
up to
2,500 shares of Common Stock at the end of each month he provided
consulting services to the Company. During fiscal 2005, Dr. Gad
was paid
$195,000 in consulting fees and in fiscal 2004, he received $97,500
in
consulting fees.
|
(10) |
Mr.
Reichow served as Executive Vice President, Chief Financial Officer,
Treasurer and Secretary of the Company from March 1995 to June
2005.
Effective June 16, 2005, the Company elected not to renew its Employment
Agreement with Mr. Reichow. The 2005 salary amount for Mr. Reichow
includes $206,250 of severance. “All Other Compensation” for fiscal 2003,
2004 and 2005 consists of severance
health benefits and life and long-term disability insurance
premiums.
|
|
Number
of
Shares
Underlying
Options
|
%
of Total Options Granted to Employees in
|
Exercise
or
Base
Price
|
Expiration
|
Potential
Realizable Value at
Assumed
Annual Rates
of
Stock Price Appreciation for
Option
Term(5)
|
||||||||||||||
Name
|
Granted
|
Fiscal
2005(2)
|
per
Share(3)
|
Date(4)
|
5%
|
10%
|
|||||||||||||
Richard
P. Burgoon, Jr.
|
250,000
|
(6) |
73.10
|
%
|
$
|
1.00
|
7/12/2015
|
$
|
44,000.00
|
$
|
58,000.00
|
||||||||
John
L. McManus(7)
|
10,000
|
2.92
|
%
|
$
|
0.97
|
7/31/2015
|
$
|
2,060.00
|
$
|
2,620.00
|
|||||||||
10,000
|
2.92
|
%
|
$
|
0.91
|
8/31/2015
|
$
|
2,660.00
|
$
|
3,220.00
|
||||||||||
10,000
|
2.92
|
%
|
$
|
1.12
|
9/30/2015
|
$
|
560.00
|
$
|
1,120.00
|
||||||||||
Elaine
Alexander, M.D.(7)
|
2,000
|
0.58
|
%
|
$
|
0.90
|
2/28/2015
|
$
|
552.00
|
$
|
664.00
|
|||||||||
2,000
|
0.58
|
%
|
$
|
0.70
|
3/31/2015
|
$
|
952.00
|
$
|
1,064.00
|
||||||||||
2,000
|
0.58
|
%
|
$
|
0.55
|
4/30/2005
|
$
|
1,252.00
|
$
|
1,364.00
|
||||||||||
2,000
|
0.58
|
%
|
$
|
0.71
|
5/31/2005
|
$
|
932.00
|
$
|
1,044.00
|
||||||||||
2,000
|
0.58
|
%
|
$
|
0.73
|
6/30/2005
|
$
|
892.00
|
$
|
1,004.00
|
||||||||||
2,000
|
0.58
|
%
|
$
|
0.97
|
7/31/2015
|
$
|
412.00
|
$
|
524.00
|
||||||||||
2,000
|
0.58
|
%
|
$
|
0.91
|
8/31/2015
|
$
|
532.00
|
$
|
644.00
|
||||||||||
2,000
|
0.58
|
%
|
$
|
1.12
|
9/30/2015
|
$
|
112.00
|
$
|
224.00
|
||||||||||
Brain
Day, Ph.D.(7)
|
2,000
|
0.58
|
%
|
$
|
0.90
|
2/28/2015
|
$
|
552.00
|
$
|
664.00
|
|||||||||
2,000
|
0.58
|
%
|
$
|
0.70
|
3/31/2015
|
$
|
952.00
|
$
|
1,064.00
|
||||||||||
2,000
|
0.58
|
%
|
$
|
0.55
|
4/30/2005
|
$
|
1,252.00
|
$
|
1,364.00
|
||||||||||
2,000
|
0.58
|
%
|
$
|
0.71
|
5/31/2005
|
$
|
932.00
|
$
|
1,044.00
|
||||||||||
2,000
|
0.58
|
%
|
$
|
0.73
|
6/30/2005
|
$
|
892.00
|
$
|
1,004.00
|
||||||||||
2,000
|
0.58
|
%
|
$
|
0.97
|
7/31/2015
|
$
|
412.00
|
$
|
524.00
|
||||||||||
2,000
|
0.58
|
%
|
$
|
0.91
|
8/31/2015
|
$
|
532.00
|
$
|
644.00
|
||||||||||
2,000
|
0.58
|
%
|
$
|
1.12
|
9/30/2015
|
$
|
112.00
|
$
|
224.00
|
||||||||||
Michael
P. McManus(7)
|
1,250
|
0.37
|
%
|
$
|
0.73
|
6/30/2005
|
$
|
557.50
|
$
|
627.50
|
|||||||||
1,250
|
0.37
|
%
|
$
|
0.97
|
7/31/2015
|
$
|
257.50
|
$
|
327.50
|
||||||||||
1,250
|
0.37
|
%
|
$
|
0.91
|
8/31/2015
|
$
|
332.50
|
$
|
402.50
|
||||||||||
1,250
|
0.37
|
%
|
$
|
1.12
|
9/30/2015
|
$
|
70.00
|
$
|
140.00
|
||||||||||
James C. Crapo, M.D. | — | ||||||||||||||||||
Shayne
C. Gad, Ph.D.(7)
|
2,500
|
0.73
|
%
|
$
|
1.45
|
10/29/2014
|
$
|
-
|
$
|
-
|
|||||||||
2,500
|
0.73
|
%
|
$
|
1.12
|
11/30/2014
|
$
|
140.00
|
$
|
280.00
|
||||||||||
2,500
|
0.73
|
%
|
$
|
1.25
|
12/31/2014
|
$
|
-
|
$
|
-
|
||||||||||
2,500
|
0.73
|
%
|
$
|
0.78
|
1/31/2015
|
$
|
990.00
|
$
|
1,130.00
|
||||||||||
2,500
|
0.73
|
%
|
$
|
0.90
|
2/28/2015
|
$
|
690.00
|
$
|
830.00
|
||||||||||
2,500
|
0.73
|
%
|
$
|
0.70
|
3/31/2015
|
$
|
1,190.00
|
$
|
1,330.00
|
||||||||||
2,500
|
0.73
|
%
|
$
|
0.55
|
4/29/2015
|
$
|
1,565.00
|
$
|
1,705.00
|
||||||||||
2,500
|
0.73
|
%
|
$
|
0.71
|
5/31/2015
|
$
|
1,165.00
|
$
|
1,305.00
|
||||||||||
2,500
|
0.73
|
%
|
$
|
0.73
|
6/30/2015
|
$
|
1,115.00
|
$
|
1,255.00
|
||||||||||
2,500
|
0.73
|
%
|
$
|
0.97
|
7/29/2015
|
$
|
515.00
|
$
|
655.00
|
||||||||||
Richard W. Reichow | — |
(1) |
No
stock appreciation rights, or “SARs,” were granted to any of the Named
Officers during the fiscal year ended September 30,
2005.
|
(2) |
Based
on options to purchase 342,000 shares of Common Stock granted
to
employees, including the Named Officers, under the 2004 Stock
Option Plan
during the fiscal year ended September 30,
2005.
|
(3) |
The
exercise price is equal to or greater than 100% of the fair market
value
of the Common Stock on the date of
grant.
|
(4) |
The
options have a term of ten years, subject to earlier termination
in
certain events..
|
(5) |
Use
of the assumed rates of appreciation is mandated by the rules
of the SEC
and does not represent the Company’s estimate or projection of the future
price of its stock. There is no assurance provided to any executive
officer or any other holder of Aeolus’ securities that the actual stock
price appreciation over the ten-year option term will be at the
assumed 5%
or 10% annual rates of compounded stock price appreciation or
at any other
defined level. Unless the market price of the Common Stock appreciates
over the option term, no value will be realized from the option
grants
made to the Named Officers.
|
(6) |
These
options were granted fully vested on July 12, 2005, and expire
on July 12,
2015.
|
(7) |
All
of the option grants to this officer were granted fully vested
with a
ten-year term.
|
Shares
Acquired
on
|
Value
|
Number
of Securities Underlying
Unexercised Options at
September
30, 2005
|
Value
of Unexercised
In-the-Money
Options at
September
30, 2005 (2)
|
||||||||||||||||
Name
|
Exercise
|
Realized
(1)
|
Exercisable
|
Unexerciseable
|
Exercisable
|
Unexerciseable
|
|||||||||||||
Richard
P. Burgoon, Jr.
|
62,499
|
$
|
2,500
|
187,501
|
—
|
$
|
22,500
|
—
|
|||||||||||
John
L. McManus
|
—
|
—
|
30,000
|
—
|
$
|
3,600
|
—
|
||||||||||||
Elaine
Alexander, M.D.
|
—
|
—
|
36,000
|
—
|
$
|
4,740
|
—
|
||||||||||||
Brain
Day, Ph.D.
|
—
|
—
|
18,903
|
—
|
$
|
5,966
|
—
|
||||||||||||
Michael
P. McManus
|
—
|
—
|
5,000
|
—
|
$
|
938
|
—
|
||||||||||||
James
D. Crapo, M.D.
|
—
|
—
|
277,666
|
—
|
$
|
—
|
—
|
||||||||||||
Shayne
C. Gad, Ph.D.
|
—
|
—
|
62,500
|
—
|
$
|
6,250
|
—
|
||||||||||||
Richard
W. Reichow
|
—
|
—
|
289,589
|
$
|
2,160
|
—
|
(1)
|
Value
is calculated based on the difference between the option exercise
price
and the closing market price of the Common Stock on the date prior
to the
date of exercise multiplied by the number of shares
exercised.
|
(2)
|
Value
based on the difference between the fair market value of the shares
of
Common Stock at September 30, 2005 ($1.12), as quoted on the OTC
Bulletin
Board, and the exercise price of the
options.
|
· |
Each
outside Board member will receive annual cash compensation of $15,000,
which will be paid in equal quarterly payments. Cash compensation
for new
and terminating Board members will be prorated for the period of
time that
they are a Board member during the respective quarter.
|
· |
Audit
Committee members will receive an additional $10,000 of annual
cash
compensation, which will be paid in equal quarterly payments.
Cash
compensation for new and terminating Audit Committee members
will be
prorated for the period of time that they are members of the
Audit
Committee during the respective
quarter.
|
· |
Each
outside Board member shall receive an annual nonqualified stock
option for
20,000 shares in September of each year during service. The option
exercise prices shall be equal to the closing price of the Common
Stock on
the grant date. The options shall have 10-year terms and vest,
as long as
the director remains on the Board, on a monthly basis over a 12-month
period beginning on the date of grant. Vested shares shall be exercisable
for 10 years from the grant date. Unvested options expire upon
resignation
from the Board.
|
Submitted by: | The Compensation Committee | |
David C. Cavalier, Chairman | ||
Joseph J. Krivulka | ||
Peter D. Suzdak, Ph.D. |
Haskell
& White
|
Grant
Thornton
|
PriceWaterhouse-Coopers
|
Total
|
||||||||||
Fiscal
Year 2005
|
|||||||||||||
Audit
Fees (1)
|
$
|
40,945
|
$
|
20,483
|
$
|
—
|
$
|
61,428
|
|||||
Audit-Related
Fees (2)
|
—
|
—
|
7,010
|
7,020
|
|||||||||
Tax
Fees (3)
|
—
|
6,300
|
4,000
|
10,300
|
|||||||||
All
Other Fees
|
—
|
—
|
—
|
—
|
|||||||||
Total
Fiscal Year 2005
|
$
|
40,945
|
$
|
26,783
|
$
|
11,010
|
$
|
78,748
|
|||||
Fiscal
Year 2004
|
|||||||||||||
Audit
Fees (4)
|
$
|
—
|
$
|
48,401
|
$
|
—
|
$
|
48,401
|
|||||
Audit-Related
Fees (5)
|
—
|
—
|
23,100
|
23,100
|
|||||||||
Tax
Fees (3)
|
—
|
—
|
7,468
|
7,468
|
|||||||||
All
Other Fees
|
—
|
—
|
—
|
—
|
|||||||||
Total
Fiscal Year 2004
|
$
|
—
|
$
|
48,401
|
$
|
30,568
|
$
|
78,970
|
Submitted by: | The Audit Committee | |
David C. Cavalier, Chairman | ||
Amit Kumar, Ph.D | ||
Chris A. Rallis |
|
9/30/00
|
|
9/30/01
|
|
9/30/02
|
|
9/30/03
|
|
9/30/04
|
|
9/30/05
|
Aeolus
Pharmaceuticals, Inc.
|
$100
|
$45.93
|
$2.07
|
$8.89
|
$4.50
|
$3.32
|
|||||
Nasdaq
Stock Market (U.S.)
|
$100
|
$40.94
|
$32.15
|
$49.23
|
$52.53
|
$59.98
|
|||||
Nasdaq
Pharmaceutical
|
$100
|
$56.47
|
$35.35
|
$54.78
|
$54.35
|
$59.72
|
1.
The Election of Seven Directors:
|
2.
The ratification of the appointment of Haskell & White LLP as the
Company’s independent public accountants to audit the Company’s financial
statements for fiscal 2006.
3.
The approval of an amendment of the Company’s Amended and Restated
Certificate of Incorporation to increase the authorized number
of
authorized shares of Preferred Stock of the Company from
3,000,000 to
10,000,000.
|
FOR AGAINST ABSTAIN
o o o
FOR AGAINST ABSTAIN
o o o
|
||
o FOR
ALL
NOMINEES
o WITHHOLD
AUTHORITY
FOR
ALL NOMINEES
oFOR
ALL
EXCEPT
(See
instructions below)
|
NOMINEES:
*
David C. Cavalier
*
John M. Farah, Jr.
*
Chris A. Rallis
*
Peter D. Suzdak, Ph.D.
*
Michael E. Lewis, Ph.D.
*
Joseph J. Krivulka
*
Amit Kumar, Ph.D.
|
|||
INSTRUCTION:
To withhold authority to vote for any individual nominee(s),
mark
“FOR
ALL EXCEPT” and
fill in the blank next to each nominee
you
wish to withhold,)
|
This
proxy will be voted as directed above. In the absence of
any direction,
this proxy will be voted “FOR” proposals 1, 2 and 3, with discretion to
vote upon such other matters as may be brought before the
meeting. Any
proxy heretofore given by the undersigned for the meeting
is hereby
revoked and declared null and void and without any effect
whatsoever.
Please
mark, sign, date and return this proxy card promptly using
the enclosed
envelope whether or not you plan to be present at the meeting.
If you
attend the meeting, you can vote either in person or by
proxy.
|
|||
To
change the address on your account, please check the box
at right and
indicate your new address in the address space above. Please
note that
changes to the registered name(s) on the account may not
be submitted via
this method.
|
o
|
Note:
|
Please
sign exactly as your name or names appear on this proxy.
When shares are
held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give
full title as
such. If the signer is a corporation, please sign in full
corporate name
by duly authorized officer, giving full title as such. If
signer is a
partnership, please sign in partnership name by authorized
person.
|