x
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Preliminary
Proxy Statement
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¨
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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¨
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Definitive
Proxy Statement
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¨
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Definitive
Additional Materials
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¨
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Soliciting
Material Pursuant to §240.14a-12
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x
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No
fee required
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¨
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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___________________________________________________________________________________
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¨
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Fee
paid previously with preliminary materials.
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¨
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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.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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By
Order of the Board of Directors,
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By:
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/s/ Michael P. McManus | |
Michael
P. McManus
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Chief
Financial Officer, Treasurer and Secretary
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Laguna
Niguel, California
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October
[__], 2006
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2.
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In
the discretion of the proxies with respect to any other matters properly
brought before the stockholders at the Special
Meeting.
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Preferred
Stock
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Common
Stock
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Identity
of Owner or Group (1)(2)
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Beneficially
Owned
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Percentage
Owned
(3)
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Beneficially
Owned
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Percentage
Owned
(4)
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Directors:
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David
C. Cavalier
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-
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-
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6,597,042
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(5)
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21.0%
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John
M. Farah, Jr., Ph.D. (6)
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-
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-
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22,591
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*
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Joseph
J. Krivulka (6)
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-
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-
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45,777
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*
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Amit
Kumar, Ph.D. (6)
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-
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-
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45,777
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*
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Michael
E. Lewis, Ph.D. (6)
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-
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-
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45,777
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*
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Chris
A. Rallis (6)
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-
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-
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45,777
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*
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Peter
D. Suzdak, Ph.D. (6)
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-
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-
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45,777
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*
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Named
Executive Officers:
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Elaine
Alexander, M.D. (6)
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-
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-
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58,000
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*
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Richard
P. Burgoon, Jr. (7)
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-
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-
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269,250
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*
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James
D. Crapo, M.D. (6)
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-
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-
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277,666
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*
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Brian
Day, Ph.D. (6)
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-
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-
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40,903
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*
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Shayne
C. Gad, Ph.D. (6)
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-
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-
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62,500
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*
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John
L. McManus (8)
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-
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-
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207,500
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*
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Michael
P. McManus (9)
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-
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-
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49,850
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*
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Richard
W. Reichow (10)
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-
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-
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331,977
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1.1%
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All
directors and executive officers as a group (12
persons)
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-
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-
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7,474,021
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(11)
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23.3%
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5%
Stockholders:
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BVF
Partners, L.P.
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-
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-
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1,881,869
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(12)
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6.3%
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900
N. Michigan Ave, Suite 1100
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Chicago
IL 60611
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Efficacy
Biotech Master Fund Ltd.
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-
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-
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20,660,000
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(13)
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51.5%
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11622
El Camino Real, Suite 100
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San
Diego, CA 92130
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Elan
Corporation, plc
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475,087
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100.0%
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475,087
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1.6%
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Lincoln
House
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Lincoln
Place
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Dublin
2, Ireland
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Great
Point Partners, LLC
|
-
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-
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1,704,747
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(14)
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5.7%
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2
Pickwick Plaza, Suite 450
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Greenwich,
CT 06830
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Xmark
Asset Management, LLC
|
-
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-
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15,917,353
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(15)
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50.7%
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and
its affiliates
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301
Tresser Blvd, Suite 1320
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Stamford,
CT 06901
|
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*
Less than one percent
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1. To
amend the Amended and Restated Certificate of Incorporation of Aeolus
Pharmaceuticals, Inc. (“Aeolus”) to increase the authorized number of
shares of Common Stock of Aeolus from 50,000,000 shares to 150,000,000
shares.
|
FOR AGAINST ABSTAIN
o o o
|
||
This
proxy will be voted as directed above. In the absence of any direction,
this proxy will be voted “FOR” Proposal 1, 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.
|
|
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.
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