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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [__][ ]
Check the appropriate box:
[_][ ] Preliminary Proxy Statement
[_][ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_][ ] Definitive Additional Materials
[_][ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ICHOR Corporation
(NamesMYMETICS CORPORATION
(Name of Registrant as Specified in Its Charter)
(Names of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check appropriate box):
[X] No filing fee
required
[_][ ] Fee computed on table below per Exchange Act rulesRules 14a-6(i)(4) 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
computes 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,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:
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ICHORMYMETICS CORPORATION
50 - 52 AV du Chanoine Cartellier
69230 Saint-Genis Laval
France
----------------------------------------------------------------706 Giddings Avenue, Suite 1C
Annapolis, Maryland 21401-1472
----------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------------------------------STOCKHOLDERS
----------------------------------------
To the ShareholdersStockholders of
ICHORMymetics Corporation:
Notice is hereby given that the Annual Meeting of ShareholdersStockholders of
ICHORMymetics Corporation (the "COMPANY""Company") will be held at 50 -- 5250-52 Av du Chanoine
Cartellier, 69230 Saint-Genis Laval, France at 10:11:00 a.m., Central Europe Time,
July 19,
2001,June 20, 2002, for the following purposes:
1. To elect three (3)two (2) directors of the Company.Company to hold office until
the 2005 Annual Meeting of Stockholders and until their
respective successors are duly elected and qualified.
2. To approve an amendment to the Company's Certificate of Incorporation,
as amended, to change the Company's name to "Mymetics Corporation".
3. To approve the ICHOR Corporation 2001 Stock Option Plan to provide for
the issuance of stock options to the employees, officers, directors and
consultants of the Company.
4. To transact such other business as may properly come before
the meetingAnnual Meeting or any adjournment thereof.
The Board of Directors (the "Board") has fixed the close of business on June 22, 2001,April
25, 2002, as the record date for the determination of Shareholdersstockholders entitled to
notice of, and to vote at, the Annual Meeting and any adjournment thereof. The
Board is soliciting the enclosed Proxy. Please carefully read the accompanying
Proxy Statement for more information regarding the business to be transacted at
the Annual Meeting.
By Order of the Board of Directors,
/s/ John M. Musacchio
-----------------------------------
John M. Musacchio
Secretary
June 29, 2001
SHAREHOLDERSApril 30, 2002
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO COMPLETE,
SIGN, DATE AND RETURN THE PROXY IN THE ENCLOSED ENVELOPE. INSTRUCTIONS FOR THE
PROPER EXECUTION OF PROXIES ARE SET FORTH IN THE PROXY STATEMENT.
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ICHORMYMETICS CORPORATION
-----------------
PROXY STATEMENT
-----------------
This statement is furnished in connection with the solicitation by the
management of ICHORMymetics Corporation (the "COMPANY""Company") of proxies for use at the
Annual Meeting of ShareholdersStockholders to be held at 50 -- 5250-52 Av du Chanoine Cartellier,
69230 Saint-Genis Laval, France on July 19, 2001,June 20, 2002, and any adjournments thereof.
If the Proxy is properly executed and received by the Company prior to the
meeting or any adjournment thereof, the shares of common stock of the Company,
par value $.01 per share ("COMMON SHARES"(the "Common Shares"), represented by your Proxy will
be voted in the manner directed. In the absence of voting instructions, the
Common Shares will be voted for the nominees for director and fordirector. We presently do not
know of any other business to be transacted at the Proposals.Annual Meeting other than the
election of two Class II directors. If any other matters properly come before
the Annual Meeting, or if any of the persons nominated to serve as directors
should decline or be unable to serve, the persons named in the Proxy will vote
on these matters in accordance with their discretion. The Proxy may be revoked
at any time prior to its use by filing a written notice of revocation of Proxy
or a Proxy bearing a date later than the date of the Proxy with the Secretary of
the Company, John M. Musacchio at 50 -- 5250-52 Av du Chanoine Cartellier, 69230
Saint-Genis Laval, France, or by attendance at the meeting and voting your
Common Shares in person. If you attend the meeting and have submitted a Proxy,
you need not revoke your Proxy and vote in person unless you elect to do so.
The Proxy Statement and form of Proxy are being mailed to
Shareholders commencing on or about June 29, 2001.
The holders of a majority of the Common Shares outstanding and entitled
to vote at the Annual Meeting must be present in person or represented by Proxy
in order for a quorum to be present. Each Common Share is entitled to one vote
on each of the matters properly presented at the Annual Meeting. Cumulative
voting in the election of directors is not permitted. Assuming a quorum is
present, directors will be elected by a plurality of votes cast at the meeting.
Under applicable law, abstentions and broker non-votes will be counted for
purposes of establishing a quorum, but will have no effect on the vote for
election of directors. Abstentionsdirectors or the vote as to any other matters properly discussed and
broker
non-votes will be treatedvoted on at the Annual Meeting.
The close of business on April 25, 2002 has been fixed as negative votesthe record
date (the "Record Date") for purposesthe determination of stockholders entitled to
notice of, and to vote at, the Annual Meeting. On the Record Date, there were
32,878,646 Common Shares of the other proposals.Company issued and outstanding. In addition,
holders as of the Record Date of outstanding shares of preferred stock of the
Company's subsidiary, 6543 Luxembourg S.A. (the "S.A. Preferred Shares"), a
joint stock company organized under the laws of Luxembourg, are entitled to one
vote at the Annual Meeting for each Common Share issuable upon conversion of
their S.A. Preferred Shares. Because an aggregate of 16,393,316 Common Shares
are issuable upon conversion of all outstanding S.A. Preferred Shares, a total
of 49,271,962 shares are entitled to vote at the Annual Meeting.
Proxies will be solicited primarily by mail and may also be solicited
personally and by telephone by directors, officers and regular employees of the
Company without additional remuneration therefor. The Company may also reimburse
banks, brokers, custodians, nominees and fiduciaries for their reasonable
charges and expenses in forwarding Proxies and Proxy materials to the beneficial
owners of the Common Shares. All costs of solicitation of Proxies will be borne
by the Company. The Company presently does not intend to employ any other party
to assist in the solicitation process. The closeProxy Statement and form of businessProxy are
being mailed to stockholders commencing on June 22, 2001 has been fixed asor about May 7, 2002.
Since our primary operations are conducted in Europe, we have disclosed
certain financial information contained in this Proxy Statement, including the
record date
(the "RECORD DATE") for the determinationcompensation of Shareholders entitled to notice of
and to vote at the Annual Meeting.our Chief Executive Officer, in Euros (E). On the Record Date, there were 46,058,923 Common Shares of the Company
issued and outstanding. Each Common Share is entitled to one vote on each of the
matters properly presented at the Annual Meeting. Cumulative voting in the
election of directors is not permitted. Assuming a quorum is present, directors
will be elected by a plurality of votes cast at the meeting.April 25, 2002, 1
Euro was convertible into 0.897803 United States Dollars.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regardingabout the beneficial
ownership of the Company's Common Sharesour common stock as of June 4, 2001April 8, 2002, by: (i) all persons(a) each of our named
executive officers; (b) each of our directors; (c) each person known byto us to be
the Company to beneficially ownbeneficial owner of more than five percent5% of theour outstanding Common Shares; (ii) eachvoting securities; and
(d) all of the Company's executive officers,
directors and nominees; and (iii) allour executive officers and directors as a group. The following is
based solely on statements and reports filed with the Securities and Exchange
Commission or other information the Company believes to be reliable.
There were 49,271,962 Common Shares beneficially owned on April 8,
2002. This assumes the conversion of all 16,393,316 outstanding S.A. Preferred
Shares, ownership of which is deemed to constitute beneficial ownership of the
underlying Common Shares, into Common Shares. We have determined beneficial
ownership in accordance with the rules of the Securities and Exchange
Commission. Except as indicated by the footnotes below, the Company believes,
based on the information furnished to it, that the persons and entities named in
the tables below have sole voting and investment power with respect to all
Common Shares that they beneficially own, subject to applicable community
property laws.
In computing the number of Common Shares beneficially owned by a person
and the percentage ownership of that person, Common Shares subject to options or
warrants held by that person that are currently exercisable or exercisable
within 60 days of April 8, 2002, are deemed outstanding. These Common Shares,
however, are not deemed outstanding for the purposes of computing the percentage
ownership of any other person.
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER TITLE OF CLASS BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ------------------------------------Name and Address of Amount and Nature of
Beneficial Owner Title of Class Beneficial Ownership Percent of Class
---------------- -------------- -------------------- ----------------
MFC Bancorp.Bancorp Ltd. Common Shares 12,315,833(1)(2) 23.3%
17 Dame Street
Dublin 2, Ireland
Sutton Park International Ltd. Common Shares 2,597,060 5.6%
P.O. Box 146, Road Town
Tortola, British Virgin Islands5,089,066(1) 9.98%
Millennium Tower
21st Floor
Handelskai 94-96
1200 Vienna, Austria
MFC Merchant Bank S.A. Common Shares 9,718,773(3) 18.4%
6, Cours de Rive
1211 Geneva 3, Switzerland
Aralis Participations S.A. Common Shares 9,124,482 19.8%
Les Avouillons 4
CH-1196 Gland VD,5,089,066(2) 9.98%
Kasernenstrasse 1
9100 Herisau, Switzerland
Martine Reindle Common Shares 13,415,847(4) 31.1%8,519,874(3) 17.29%
CP 18
CH - 1295 Mies, Switzerland
Ernst LuebkeLubke Common Shares 10,374,353(4) 22.5%3,126,767(3) 6.35%
Route du Muids
CH - 1273 Arzier, Switzerland
Pierre-Francois Serres (5)Peter P. McCann(4) Common Shares 13,168,431(6) 28.6%-- *
Chief Executive Officer, President
and Director
Eric Turcotte (5) (7) -- -- --
Chief Financial Officer, Secretary
and Director
Patrice Pactol (5)Pierre-Francois Serres(4) Common Shares 2,137,151 4.6%11,144,393(5) 22.61%
Chief Scientific Officer and Director
John M. Musacchio (5) (8)Musacchio(4) Common Shares 120,050(9) 0.3%130,050(6) *
Chief Operating Officer, Chief
Financial Officer, Secretary and
Director
4
Patrice Pactol(4) Common Shares 2,147,151(7) 4.36%
Director
Robert Demers -- -- --Demers(4) Common Shares 10,000(8) *
Director Nominee
Michael K. Allio -- -- --Allio(4) Common Shares 60,000(9) *
Director Nominee
All executive officers and directors Common Shares 15,425,632(6)(9) 33.4%13,491,594 27.26%
as a group (4(6 persons) (9)
- -----------------------------
* Denotes less than one percent.
(1) RepresentsIncludes 3,383,333 Common Shares and 1,705,733 share purchase warrants
indirectly owned through Sutton Park International
Ltd.MFC Merchant Bank S.A., a wholly-owned subsidiary
of MFC Bancorp Ltd.
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(2) Includes 2,988,1743,383,333 Common Shares and 6,730,599 share purchase warrants, each
of which entitles the holder to purchase one Common Share, indirectly owned
through MFC Merchant Bank S.A. ("MFC BANK"), a wholly-owned subsidiary of
MFC Bancorp Ltd.
(3) Includes 2,988,174 Common Shares and 6,730,5991,705,733 share purchase warrants,
each of which entitles the holder to purchase one Common Share.
(4)(3) Includes 9,124,482297,221 Common Shares owned by Aralis Participations S.A. Martine
Reindle is the Chairperson, a substantial equityholder and a member of the
Board of Directors and owns
44.9% of the outstanding voting shares of Aralis Participations S.A. Ernest LuebkeLubke is an
officer, a substantial equityholder and a member of the Board of Directors
and owns 32.3%
of the outstanding voting shares of Aralis Participations S.A. As a result,
Mr.Accordingly, Ms. Reindle and Mr. Lubke may be
deemed to have or share voting and/or investment power over the Common
Shares owned by Aralis Participations S.A.
(4) Address is C/o Mymetics Corporation, 706 Giddings Avenue, Suite 1C,
Annapolis, Maryland 21401-1472.
(5) C/O ICHOR Corporation 50 -- 52 Av du Chanoine Cartellier, 69230 Saint-Genis
Laval, France
(6) Includes 2,039,03810,000 Common Shares beneficially owned by Martine Reindle but
held in usufrucht by Pierre-Francois Serres and as to which Dr. Serres presently has voting power.
(7) Mr. Turcotte resigned from all of his positions with the Company effective
May 15, 2001.
(8) Mr. Musacchio was appointed as Chief Financial Officer, Secretary and a
Director ofright to
acquire pursuant to vested stock options granted under the Company to fill the vacancies resulting from Mr. Turcotte's
resignations.
(9)Company's 2001
Stock Option Plan.
(6) Includes 120,000 Common Shares which Mr. Musacchio presently has the right
to acquire pursuant to vested stock options granted to Mr. Musacchio under the Company's
1994 Stock Option Plan, and 10,000 Common Shares which Mr. Musacchio
presently has the right to acquire pursuant to vested stock options granted
under the Company's 2001 Stock Option Plan.
(7) Includes 10,000 Common Shares which Mr. Pactol presently has the right to
acquire pursuant to vested stock options granted under the Company's 2001
Stock Option Plan.
(8) Includes 10,000 Common Shares which Mr. Demers presently has the right to
acquire pursuant to vested stock options granted under the Company's 2001
Stock Option Plan.
(9) Includes 60,000 Common Shares which Mr. Allio presently has the right to
acquire pursuant to vested stock options granted under the Company's 2001
Stock Option Plan.
PROPOSAL 1
ELECTION OF DIRECTORS
The number of directors of the Company is established at five.six. The
number of directors was, in accordance with our bylaws, increased from threefive to
fivesix directors by a unanimous written consent of the Board of Directors of the Company dated June 15, 2001 in accordance with the
Company's bylaws.(the "Board") at a
meeting on February 7, 2002. The votes of a plurality of the Common Shares
present in person or voted by Proxy at the Annual Meeting are required to elect
the directors.
TheOur Board of Directors is divided into three classes. Pursuant to the
Bylawsclasses, designated as Class I, Class
II and Class III. The term of the Company and as a resultClass I directors will expire at the 2004
Annual Meeting, the term of the increase inClass II directors will expire at the number2002
Annual Meeting and the term of the Class III directors two (2)will expire at the 2003
Annual Meeting. The directors to be elected at this Annual Meeting will
accordingly be designated Class II directors and will serve until the Annual
Meeting in 2002,2005, or until their earlier resignation or removal. Our Board has
nominated John M. Musacchio and Patrice Pactol, each of which one (1)whom is presently a
member of the Board, for election as Class II directors at the Annual Meeting.
Both of these nominees have consented to be elected at this Annual Meeting, one (1) director willnamed as nominees and to serve until the Annual Meeting in 2003,if
elected.
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Directors and two (2) directors will serve until
the Annual Meeting in 2004, both of which are to be elected at this Annual
Meeting.
DIRECTORS AND OFFICERSOfficers
The following table sets forth information regarding each nominee for election
as a Director,director, each Directordirector whose term of office will continue after the Annual
Meeting and the officers of the Company.
EXPIRATION OF TERM
NAME CURRENT POSITION WITH THE COMPANY AGE AS A DIRECTORExpiration of Term
Name Current Position with the Company Age as a Director
- ---- -------------------------------------------------------------------- --- -------------------------------
Pierre-Francois SerresPeter P. McCann Chief Executive Officer, President 51and 58 2003 (Class III)
Director (appointed February 7, 2002)
Pierre-Francois Serres Chief Scientific Officer and Director 52 2003 (Class III)
(appointed March 28, 2001)
Patrice Pactol(1) Director (appointed March 28, 2001) Patrice Pactol (1) Director (appointed March 2001) 40 2001(1)41 2002 (Class II)
John M. MusacchioMusacchio(1) Chief Operating Officer, Chief Financial 54 2002 (Class II)
Officer, Secretary 53 2002 and Director (appointed May
16, 2001)
Robert Demers (2) -- 63 2004(2)Director (elected July 19, 2001) 64 2004 (Class I)
Michael K. Allio (2) -- 37 2004(2)Director (elected July 19, 2001) 38 2004 (Class I)
- ---------------
(1) Nominee for Class 2 Directors whose term would expire in 2002
(2) Nominee for Class 1II Director whose term would expire in 2004
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62005.
Dr. Peter P. McCann became our Chief Executive Officer, President and a
Director on February 7, 2002. Dr. McCann previously was employed with Marion
Merrell Dow Inc., where he served in a number of senior executive capacities.
From 1993-1998, Dr. McCann served as President of British Biotech Inc., the
North American operating unit of British Biotech Pharmaceuticals (the largest
biotech company in Europe). In this capacity, he established British Biotech
Inc. in Annapolis, Maryland, where he directed the company's phase II and phase
III clinical trials of two major cancer drugs at more than 200 medical centers
in the United States and Canada. Dr. McCann served as Interim President of the
University of Maryland Biotechnology Institute, one of the 13 operating units of
the University System of Maryland, from 1998-1999. From 1999-2001, Dr. McCann
served as President and Chief Executive Officer of Oncostasis, Inc., a
genomics-based cancer therapeutics company created to identify and develop new
therapies.
Dr. Pierre-Francois Serres became the chief executive officer, presidentour Chief Scientific Officer on
February 7, 2002 and a director of the Company onhas been aDirector since March 28, 2001. From 1990 on, Dr. Serres
previously served as the Company's Chief Executive Officer and President and was
the chief executive officerfounder, Chief Executive Officer and presidentPresident of our subsidiary, Hippocampe
S.A. (now Mymetics S.A.), a French human and veterinary research and development
company which he founded.company. He is also the founder and co-manager of Scericia S.C.E.R, which
performs studies and research in clinical immunology. Prior to that he worked as
a scientific manager at Indicia Diagnostics S.A.
Patrice Pactol became a director of the CompanyDirector on March 28, 2001. From
1995 on, Mr. Pactol was
previously a directorDirector and the coordinator for bioinformatics and computing of
HippocampeMymetics S.A., a French human and veterinary research and
development company. Prior to that he was a consultant in the field of veterinary and human biology
and a sales executive for a pharmaceutical company.
John M. Musacchio has been the Company's secretaryour Chief Operating Officer, Chief Financial
Officer and a directorDirector since May 15,16, 2001, and our Secretary since May 26, 2001.
Mr. Musacchio is currently thea Vice President of MFC Bancorp Ltd., an independent
financial services group which beneficially owns 23.3%9.98% of the Common Shares of
the Company. Mr. Musacchio has held this position since 1997. From
1992 to 1997 he was the president, director and chief operating officer of PDG
Remediation, Inc. He has 25 years of industrial and professional service business
operating experience on an international scale. Hisscale, having held positions includedas
principal, director and officer in both private and publicly traded companies.
His management experience includes the segments of operations, marketing,
corporate development and planning.
Robert Demers is a securities attorney with 40 years of experience. Since
1992, Mr.
Demers has beenis the presidentfounder and President of the Demers Counseil Inc., a member of the
Montreal Exchange, the Toronto Stock Exchange and the
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Investment Dealer Association of Canada, which was founded by Mr. Demers in 1992.Canada. Prior to this,that, he served as the
presidentPresident of Maison Placements Canada Inc., an institutional research firm. He
has served as the chairmanChairman of the Quebec Securities Commission and as presidentPresident
and governorGovernor of the Montreal Stock Exchange. He is currently serving as a directorDirector
of anumerous public Canadian Company and numerous private companies. Mr. Demers also servescompanies, as a director forwell as several non-profit
organizations.
Michael K. Allio is an independent business consultant concentrating on
advising his clients on strategic, business development and process improvement
projects. From 1995 to 2000 heHe was previously the vice-presidentVice President and principalPrincipal of TracRac
Incorporated, a design and fabrication company. Prior to that, he was the vice
presidentVice
President and senior consultantSenior Consultant of Robert J. Allio & Associates, Inc., a
management consulting firm, and Manager of Creative Promotions for Revlon
Incorporated.
The Board of Directors recommends votinga vote "FOR" the electioneach of the nominees set forth above.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARDMeetings and Committees of the Board
During the fiscal year ended December 31, 20002001 the Board of Directors acted
on five occasionsmet twice and
did not take any action by unanimous written consent. NoAll directors attended at
least 75% of the total number of meetings of the Board of
Directors were held.
COMMITTEES OF THE BOARD.and the committees on
which they served during 2001. The Board has two committees, an Audit Committee
and a Nominating Committee, both of Directors does not have a standingwhich were established in September 2001.
The Audit Compensation or
Nominating Committee.
REPORT OF THE BOARD OF DIRECTORS WITH RESPECT TO AUDIT MATTERS
The Board of Directors, as a wholeCommittee reviews our internal accounting procedures and not any committee thereof, satisfies
its oversight responsibilities with respect to the
external reporting process, and consults with and reviews the adequacyservices provided
by Peterson Sullivan, P.L.L.C, our independent public accountants. The Audit
Committee did not meet or take any action by unanimous written consent in 2001.
Its current members are Messrs. Demers (Chairman), Pactol and Allio.
The Nominating Committee confers, advises and makes recommendations to
the Board with respect to (a) nominations to fill vacancies on the Board, (b)
director compensation and (c) charters for, and appointments to, committees of
the Company's internal controls.Board. The Nominating Committee did not meet or take any action by unanimous
written consent in 2001. Its current members are Messrs. Serres, Musacchio and
Allio.
Audit Committee Charter
The Board has adopted a written charter for the Audit Committee. A copy
of Directors has appointed Peterson Sullivan, P.L.L.C.the charter of the Audit Committee is attached to this Proxy Statement as
Exhibit A. Each member of the Company's certified independent public accountants.Audit Committee is an "independent director" as
defined in Rule 4200(a)(15) of the National Association of Securities Dealers,
Inc. listing standards.
Report of the Board with Respect to Audit Matters
The Company's management has the primary responsibility for the
Company's financial statements and the reporting process. Peterson Sullivan, P.L.L.C., the Company'sThe independent
certified public
accountants isare responsible for expressing an opinion on the conformity of the
Company's audited financial statements to generally accepted accounting
principles. In this context,The Board, on the Boardrecommendation of Directorsthe Audit Committee, has
appointed Peterson Sullivan, P.L.L.C. as the Company's certified independent
public accountants.
Our Audit Committee has reviewed and discussed with management and
Peterson Sullivan, P.L.L.C. the audited financial statements of the Company for
the prior fiscal year ended December 31, 2000.2001. The Board of
DirectorsAudit Committee has discussed
with Peterson Sullivan, P.L.L.C. the matters required to be discussed by
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Statement on Auditing Standards No. 61 (Codification of Statements on Auditing
Standards)(Communication with Audit Committees). In
addition, the Board of DirectorsAudit Committee has received from Peterson Sullivan, P.L.L.C. the
written disclosures required by Independence Standards Board No. 1 (Independence
Discussions with Audit Committees) and discussed with Peterson Sullivan,
P.L.L.C. their independence and the Boardits independence. The Audit Committee has satisfied itself as to the
independence of Peterson Sullivan, P.L.L.C.
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In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board, of
Directors recommended and the Board approved, the inclusion of the
audited financial statements in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 20002001 filed with the Securities and Exchange
Commission.
By the Audit Committee of the Board of Directors
of ICHOR
Corporation
Pierre-Francois Serres
John M. MusacchioRobert Demers
Patrice Pactol
Michael K. Allio
COMPENSATION OF DIRECTORS
Employee directors are not compensated infor their role as directors. The
outside directors of the Company receive $1,500an annual fee of $7,500, a fee of $750
for each meeting they attend plusand a fee of $250 for each committee meeting they
attend. All directors receive reimbursement for their actual expenses incurred
in attending such meetings.
In addition, pursuant to the Company's 2001 Stock Option Plan, proposed to be adopted
by the shareholders and described below under Proposal 3,all
directors would beare entitled to receive stock option grantsoptions pursuant to the terms and
provisions of such plan. Upon election as director, each director receives
10,000 stock options. For each subsequent year of service after the initial
year, each director receives 1,250 additional stock options. During the fiscal
year ended December 31, 2000, no2001, 100,000 stock options were granted to directors
under anythe Company's 2001 Stock Option Plan. Of these 100,000 stock options,
50,000 were granted to Michael Allio pursuant to a consulting arrangement
described below.
Consulting Agreement with Michael Allio
In August, 2001, we entered into a Consulting Agreement with Michael
Allio, one of our Directors. Pursuant to this agreement, Mr. Allio agreed to
provide us with strategic management consulting. Mr. Allio's engagement under
this agreement includes, without limitation, developing the scope of the
business, establishing a European-North American operations team, directing and
coordinating initial corporate identity and branding efforts, and crafting a
coherent business plan. Furthermore, Mr. Allio's services include assisting
the Company stock option plan.in establishing a viable U.S. identity and entity and exploring
strategic partnerships in the U.S., Europe and possible elsewhere. In
consideration for those services, Mr. Allio receives $12,000 per month, plus
reimbursement of reasonable business expenses. Pursuant to the Consulting
Agreement, Mr. Allio was also granted options to purchase 50,000 Common Shares
at an exercise price of $2.50 per share, all of which are currently vested. The
Consulting Agreement may be terminated by either party on 15 days' prior written
notice. In addition, upon the successful listing of the Company's Common Shares
on the NASDAQ National Market, the Company has agreed to grant Mr. Allio options
to purchase 100,000 Common Shares (at an exercise price equal to the then fair
market value of such shares), which options will be fully vested upon issuance.
Services Agreement with MFC Merchant Bank, S.A.
In May 2001, we entered into a Services Agreement with MFC Merchant
Bank, S.A. ("MFC Bank") pursuant to which MFC Bank agreed to provide us with the
services of Mr. Musacchio, our Secretary, Chief Operating Officer, Chief
Financial Officer and a Director. In consideration for such services, we agreed
to pay MFC Bank (E) 5,000 per month.
EXECUTIVE COMPENSATION
The following table sets forth for the last three fiscal years
information on the annual compensation for the Company's chiefearned by Jim Soo Choi, who served as our
President until March 28, 2001, and Dr. Pierre-Francois Serres, who became our
President and Chief Executive Officer on March 28, 2001. No named executive
officer, as of
December 31, 2000 (the "CEO" or the "NAMED EXECUTIVE OFFICER"). No executive
officerother than Dr. Serres, received aggregate annual remunerationconsideration (salary
and bonus) from the Company in excess of $100,000 during the fiscal year ended
December 31, 2000.
SUMMARY COMPENSATION TABLE2001.
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Summary Compensation Table
LONG TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------------------- -----------------------------
SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) OPTIONS/SAR(#) COMPENSATION-------------------------------------------------------------------------------------
Annual Compensation Long Term Compensation
-------------------------------------------------------------------------------------
Awards Payouts
- --------------------------- ---- --------- -------- --------------- -------------- ---------------------------------------------------------------------------------------------------------------------------------
Securities All
Underlying Other
Name and Principal Position Year Salary Bonus Options/SARs Compensation
- ---------------------------------------------------------------------------------------------------------------------
Pierre-Francois Serres(1) 2001 (E) 86,181 -- 10,000 (E) 1,630(3)
2000 (E) 73,176(2) -- -- --
1999 (E) 35,817(2) -- -- --
- ---------------------------------------------------------------------------------------------------------------------
Jim Soo Choi (1)............ 2001 -- -- -- --
2000 0 0 0 0 0-- -- -- --
1999 0 0 0 0 0
1998 0 0 0 0 0-- -- -- --
- ---------------------------------------------------------------------------------------------------------------------
- -----------------------------
(1) Mr. Choi was theour President of the Company from December 1999 to March 28, 2001 and was
replaced by Dr. Pierre-Francois Serres, who became theour President and CEO of the CompanyChief
Executive Officer on March 28, 2001.
EMPLOYMENT AGREEMENTS(2) This represents amounts paid to Dr. Serres by our subsidiary, Mymetics
S.A., prior to our acquisition of Mymetics S.A.
(3) Mr. Serres received (E) 1,630 for his participation on the Board of
Directors of our subsidiary, Mymetics S.A., prior to our acquisition of
Mymetics S.A.
Option Grants in Last Fiscal Year
The following table summarizes the stock options granted to Dr.
Pierre-Francois Serres during the fiscal year ended December 31, 2001, including
the potential realizable value over the 10 1/2-year term of the options, based
on assumed rates of stock appreciation of 5% and 10%, compounded annually. The
potential realized value at assumed annual rates of stock price appreciation for
the option term represents hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. The 5% and 10%
assumed annual rates of stock price appreciation are required by the rules of
the Securities and Exchange Commission and do not represent our estimate or
projection of our future common stock prices. Potential realizable value is
based upon a fair market value of $3.15 for our common stock on the grant date
of the options, which fair market value is equal to the closing price of our
common stock on the date of grant. Actual gains, if any, on stock option
exercises are dependent on the future performance of our common stock and
overall stock market conditions. The actual value realized may be greater or
less than the potential realizable value set forth in the table. Mr. Choi, who
served as our President until March 28, 2001, did not receive any options to
purchase our common stock during the fiscal year ended on December 31, 2001.
- --------------------------------------------------------------------------------------------------------------------
Individual Grants Potential Realizable Value
At Assumed Annual Rates of
Stock Price Appreciation
for Option Term
- --------------------------------------------------------------------------------------------------------------------
Name Number of Percent of Total Exercise Expiration 5% ($) 10% ($)
Securities Options Granted Price Date
Underlying to Employees
Options Granted in Fiscal
Year 2001
- --------------------------------------------------------------------------------------------------------------------
Pierre-Francois 10,000 10% $3.15 1/19/12 $21,077 $54,190
Serres
- --------------------------------------------------------------------------------------------------------------------
9
Aggregate Option Exercises in Last Fiscal Year and
Option Values at December 31, 2001
Dr. Serres, our only named executive officer that holds any stock
options, did not exercise any options during 2001. The following table provides
information concerning the number and value of unexercised options held by Dr.
Serres at December 31, 2001.
- ---------------------------------------------------------------------------------------------------------------------
Name Shares Value Number of Securities Value of
Acquired Realized Underlying Unexercised Unexercised
on Exercise Options at December 31, 2001 In-the-Money Options at
December 31, 2001(2)
- ---------------------------------------------------------------------------------------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
- --------------------------------------------------------------------------------------------------------------------
Dr. Pierre- - - - - 10,000(1) - - - -(3) - -(3)
Francois
Serres
- --------------------------------------------------------------------------------------------------------------------
- --------------
(1) These options are fully vested and exercisable at $3.15 per share.
(2) The value of unexercised in-the-money options held at December 31, 2001
represents the total gain which an option holder would realize if he or she
exercised all of the in-the-money options held at December 31, 2001, and is
determined by multiplying the number of shares of common stock underlying
the options by the difference between an assumed fair market value per
share and the per share option exercise price. An option is in-the-money if
the exercise price per share of the option is below the assumed fair market
value per share.
(3) The fair market value of the stock underlying Dr. Serres' options was $2.26
per share on December 31, 2001, based on the closing market price of our
common stock on such date. The exercise price of Dr. Serres' options is
$3.15 per share. Accordingly, none of Dr. Serres options were in-the-money
on December 31, 2001.
Employment Agreements
On May 3, 2001, Dr. Serres entered into an employment agreement (the
"EMPLOYMENT AGREEMENT") with
the Company pursuant to which he receives a monthly salary of fiftyseven thousand French Francs (50,000 FRF)six
hundred and twenty-two Euros ((E) 7,622) and normal benefits. In addition, Dr.
Serres may participate in the Company's 2001 Stock Option Plan, described in
Proposal 3 below, as well as
receive discretionary bonuses as approved by the Board of Directors ofBoard. The employment agreement
has no term, but is terminable by either party on three months' prior notice. If
the Company. The Employment Agreement, which is governed
by French law, provides for continuation payment of Dr. Serres' base salary for
a period of 24 months in the eventCompany terminates Dr. Serres is dismissed by the Company
(except
5
8
where such dismissal is for "Cause"without "cause" (as defined in the Employment Agreement)),agreement)
or if Dr. Serres dies or resigns as a result of a change in the control of the
Company.
STOCK OPTIONS
No stock options were grantedCompany, the employment agreement, which is governed by French law, provides for
continuation payments of Dr. Serres' base salary for a period of 24 months. In
addition, Dr. Serres will also have certain rights under the National Collective
Bargaining Agreement for the Pharmaceutical Industry (Convention Collective
National de l'Industry Pharmaceutique).
On March 18, 2002, we entered into an employment agreement with our
Chief Executive Officer, Dr. McCann, pursuant to which he receives an annual
salary of one hundred seventy thousand U.S. Dollars ($170,000) and normal
benefits. In addition, Dr. McCann may participate in the Company's 2001 Stock
Option Plan, as well as receive discretionary bonuses as approved by the Board.
The employment agreement provides for an initial term of one year, with
automatic one-year renewal periods unless either Dr. McCann or the Company elect
to terminate the agreement by providing 60 days' prior notice. If the Company
terminates Dr. McCann during the initial one-year term without "cause" (as
defined in the agreement), the employment agreement, which is governed by
Delaware law, requires the Company to continue to pay Dr. McCann's base salary
for the greater of (a) the remainder of the initial one-year term or (b) six
months. If the Company terminates Dr. McCann without cause during a renewal
period, the Company must continue to pay Dr. McCann his base salary for a period
of 24 months from the date of such termination. In addition, if Dr. McCann
resigns due to a substantial change in the ownership of the Company or the
membership of the Board, the Company must continue to pay Dr. McCann his base
salary for a period of one year following the date of such resignation.
On March 18, 2002, we entered into an employment agreement with Dr.
Joseph D. Mosca, pursuant to which Dr. Mosca receives an annual salary of one
hundred twenty-five thousand U.S. Dollars ($125,000) and normal benefits. In
addition, Dr. Mosca may participate in the Company's 2001 Stock Option Plan, as
well as receive discretionary bonuses as approved by the Board. The employment
agreement provides for an initial term of one year, with automatic one-year
renewal periods unless either Dr. Mosca or the Company elect to terminate the
10
agreement by providing 60 days' prior notice. If the Company terminates Dr.
Mosca during the initial one-year term without "cause"(as defined in the
agreement), the employment agreement, which is governed by Delaware law,
requires the Company to continue to pay Dr. Mosca's his base salary for the
greater of (a) the remainder of the initial one-year term or (b) six months. If
the Company terminates Dr. Mosca without cause during a renewal period, the
Company must continue to pay Dr. Mosca his base salary for a period of 12 months
from the date of such termination.
Compensation Committee Interlocks and Insider Participation
During 2001, we did not have a compensation committee nor any other
committee performing similar functions. Dr. Serres' employment agreement and
compensation package for fiscal year 2001 was negotiated by Mr. Musacchio on
behalf of the Board. After our annual stockholder meeting in July, 2001, the
Board reviewed the compensation terms for Dr. Serres and did not recommend any
changes to the CEO during 2000, nor does the CEO hold
any outstanding options.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
MFC Bank isemployment agreement. None of our executive officers serves as a
wholly-owned subsidiary of MFC Bancorp Ltd., which currently
beneficially owns approximately 23.3%member of the outstanding Common SharesBoard or compensation committee of any entity that has one or more
executive officers serving on our Board.
Report of the Company.Compensation Committee on Executive Compensation
We did not have a compensation committee or any other committee
performing similar functions during 2001. With the exception of Dr. Serres'
employment agreement described above under "Compensation Committee Interlocks
and Insider Participation," since our annual stockholder meeting in July, 2001,
the compensation arrangements of our executive officers have been structured by
the Board on a case by case basis. At its meeting in May, 2002, the Board
expects to form a compensation committee to review and set more formal
compensation policies.
By the Board of Directors
John M. Musacchio
Patrice Pactol
Pierre-Francois Serres
Peter P. McCann
Michael K. Allio
Robert Demers
Certain Relationships and Related Party Transactions
Pursuant to certain agreements (the "BANK AGREEMENTS""Bank Agreements") made between
Mymetics S.A. (formerly Hippocampe S.A.) ("HIPPOCAMPE"Mymetics S.A.") and MFC Merchant Bank, S.A. ("MFC BANK"), MFC
Bank acted as an advisor toin the Company in a share exchange (the "SHARE EXCHANGE""Share Exchange") that
became effective on March 28, 2001 pursuant to two separate Share Exchange
Agreements (the "SHARE EXCHANGE AGREEMENTS""Share Exchange Agreements"), both dated December 13, 2000
amongbetween the Company and the shareholdersstockholders of Hippocampe.Mymetics S.A. Pursuant to the Share
Exchange Agreements, the Company acquired approximately 99.9% of the outstanding
shares of HippocampeMymetics S.A. in consideration of an aggregate of approximately
33,311,398 Common Shares, representing approximately 72% of the currently issued
and outstanding shares of Common Stock.our common stock. MFC Bank received a monthly retainer feecertain
compensation in consideration of Euro 10,000 for a period of nine months in respect thereof, as well asits advisory services described above,
including 2,017,854 Common Shares of the Company issued or issuable in connection with the
Share Exchange.
MFC Bank also providedOur subsidiary, Mymetics S.A., has a credit facility with MFC Bank,
pursuant to Hippocampe in
connection with which MFC Bank has received a credit facility fee in the amount
of Euro 130,000certain fees as well as share purchase
warrants which entitle MFC Bankexercisable any time prior to purchase up to approximatelyJuly 31, 2003, into 6,730,599 Common
Shares of the Company, subject to final adjustment, at an exercise price of
approximately Euro 0.2319 and for a
period expiring on July 31, 2003.
The Company0.2319.
We assumed the rights and obligations of HippocampeMymetics S.A. under the Bank
Agreements effective upon the closing of the Share Exchange. Pursuant to the
Bank Agreements, MFC Bank has agreed to attempt to raise additional capital on a
best efforts basis to fund working capital requirements following the Share
Exchange. MFC Bank will be paid customary fees and expenses, and will receive
additional share purchase warrants in connection with the provision of these
services. MFC Bank will have a right of first refusal until 24 months after the
closing of the Share Exchange on any financing and capital raising activities of
the Company.
11
MFC Bank will also will act as the trustee under the Voting and Exchange
Trust Agreement dated March 28, 2001, among the Company, 6543 Luxembourg S.A., a
company established under the laws of Luxembourg, and MFC Bank. MFC Bank will be
paid customary fees and expenses in relation thereto for its services as
trustee.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
Thethereto.
MFC Bank is a wholly-owned subsidiary of MFC Bancorp Ltd., which
currently beneficially owns approximately 9.98% of the outstanding Common Shares
of the Company. Mr. Musacchio, a member of our Board, is a Vice President of MFC
Bancorp Ltd.
In August, 2001, we entered into a Consulting Agreement with Michael
Allio, one of our directors. For the terms and conditions of this consulting
arrangement see "Compensation of Directors of the Company did not have a Compensation Committee
during fiscal year 2000. During fiscal year 2000 the Board, as a whole, set- Consulting Agreement with Michael
Allio."
Performance Graph
The table and reviewed the Company's compensation policies. The Company's business was in
transition during fiscal year 2000, and as a result no executive officers
received any compensation, nor were any stock options or similar rights granted
to any executive officers during fiscal year 2000.
By the Board of Directors of ICHOR
Corporation
Pierre-Francois Serres
John M. Musacchio
Patrice Pactol
6
9
PERFORMANCE GRAPH
Thegraphical information set forth graphically and in the table below compares the value
of the Common Sharesour common stock to the Nasdaq Market Index, the Nasdaq BiotechnologyNASDAQ Composite Index and an industry index representing peer issuers (the "PEER ISSUERS
GROUP").the NASDAQ Biotechnology
Index. Each of the total cumulative returns presented assumes a $100.00
investment on December 31, 19951996 and reinvestment of dividends. The industry
indexcomparisons
shown below are based upon historical data. The stock price performance shown is
not indicative of, nor intended to forecast, the Peer Issuers Group is comprisedpotential future performance of
our common stock. We obtained the following securities: EA
Engineering Science & Technology; New Horizon Worldwide, Inc.; IT Group, Inc.
(formerly International Technology Corp.); Sevenson Environmental;information used to produce the table and
Roy F.
Weston Inc. (Class A).
Performance Chartgraph from the NASDAQ, a source believed to be reliable, but we are not
responsible for any errors or omissions in such information.
FISCAL YEAR ENDED DECEMBERFiscal Year Ended December 31
---------------------------------------------------------
COMPANY OR INDEX 1995 1996Company or Index 1997 1998 1999 2000 2001
- ---------------- ------- ------- ------- ------- ------- ----------- ---- ---- ---- ----
ICHOR Corporation..................... $100.00 $270.08 $240.00 $480.00 $560.00 $390.08Mymetics Corporation 88.86 177.73 207.35 144.43 133.89
NASDAQ Market Index................... 100.00 124.27 152.00 214.34 378.12 237.66Composite Index 121.64 169.84 315.20 191.36 151.07
NASDAQ Biotechnology Index(1)......... 100.00 99.67 99.61 143.65 289.77 356.40
Peer Issuers Group (1) (2)............ 100.00 107.02 109.25 124.12 100.20 108.25Index 99.93 144.18 290.72 357.39 299.62
- ---------------
(1) The companies representedNotwithstanding anything to the contrary set forth in any of our
previous or future filings under the Peer Issuer Group previously were selectedSecurities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate this Proxy
Statement or future filings made by us under those statutes, the Company for comparison in prior years' proxy statements because they
engage in the business of providing environmental services, which was the
operating businessReport of the
Company until July 2000. In connectionCompensation Committee and Stockholder Return Performance Graph shall not be
deemed filed with the Share Exchange that occurred in MarchSEC and shall not be deemed incorporated by reference into
any of 2001, the Company changed its
operating business to biomedical research. Accordingly, the Company believes
that the companies in the NASDAQ Biotechnology Index, which includes
companies engaged in biomedical research, now provide a more appropriate
basis for comparison to the Company than those included in the Peer Issuer
Group.
(2) Roy F. Weston Inc. is no longer a public company (as of June 2001).
This Graph represents historical stock price performance and is not
necessarily indicative ofprior filings or into any future stock price performance.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEfilings made by us under those
statutes.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities and Exchange Act of 1934, as amended
(the
"EXCHANGE ACT"("Section 16"), requires that the Company'sour executive officers, and directors and persons who own
more than 10% of a registered class of the Company'sour equity securities to file reports of
ownership and changes of ownership with the Securities and 7
10
Exchange Commission
(the "SEC"). Officers, directors and greater than 10%
shareholders within specified due dates. These persons are required by SEC
regulationregulations to furnish the Companyus with copies of all such reports they file. Based
solely on the review of the copies of such reports received by the
Company, the Company believesfurnished to us, we believe
that, with respect to itsour fiscal year ended December 31, 2000,2001, all of itsour
executive officers, directors and 10% shareholdersstockholders filed all required reports
under Section 16(a) in a timely manner.
PROPOSAL 2
AMENDMENT TO CERTIFICATE OF INCORPORATION
The board of directors has unanimously adopted, subjectmanner, except that (a) Messrs. Allio, Demers
and Musacchio failed to shareholder
approval, an amendmentfile their respective Form 3 in a timely manner upon
initially becoming reporting persons under Section 16, (b) Messrs. Pactol and
Serres failed to the Company's Certificate of Incorporation (the
"CERTIFICATE"),file their respective Form 3 upon initially becoming reporting
persons under Section 16, (c) Messrs. Allio, Demers, Musacchio, Patrol and
Serres failed to change the name of the Company to "Mymetics Corporation."
PURPOSE AND EFFECT OF AMENDMENT
The Company desires to change its name from ICHOR Corporation to Mymetics
Corporation. Management believes that the Mymetics Corporation corporate
identity is more reflective of the Company's current line of business in
biomedical research, in particular with respect to the Company's effortsfile a Form 4 or 5 in connection with the treatmenttheir respective receipt
of the AIDS virus.
Upon consummation of the proposed name change it will not be necessary to
surrender stock certificates. Instead, when certificates are presented for
transfer, new certificates bearing the name "Mymetics Corporation" will be
issued. If there exists any circumstance which would make consummation of the
name change inadvisable in the judgment of the Board of Directors, the proposal
to amend the Certificate may be terminated by the Board of Directors either
before or after approval of the name change by the shareholders.
VOTE REQUIRED AND RECOMMENDATION
The affirmative vote of a majority of the votes cast in person or by proxy
is required for approval of the amendments to the Company's Certificate
authorizing the change in the name of the Company.
The Board of Directors recommends that the shareholders vote "FOR" approval
of the amendment to the Company's Certificate to change the Company's name to
Mymetics Corporation.
PROPOSAL 3
ADOPTION OF ICHOR CORPORATION 2001 STOCK OPTION PLAN
At the 2001 Annual Meeting, the Board of Directors of the Company (the
"BOARD") is submitting the ICHOR Corporation 2001 Stock Option Plan (the "OPTION
PLAN") to the shareholders for approval. The following is a description of the
material features of and other information relating to the proposed Option Plan.
GENERAL INFORMATION. The purpose of the Option Plan is to promote the
growth and profitability of the Company and its subsidiaries by enabling it to
attract and retain the best available personnel for positions of substantial
responsibility through offering key employees an opportunity for investment in
the Common Stock of the Company which will in turn provide them additional
incentive to increase their efforts on behalf of the Company and its
subsidiaries.
The Option Plan permits the Company to grant to participants non-statutory
stock options. A non-statutory stock option isgrants and (d) Aralis Participations S.A., Ernst Lubke, Martin
Reindle and MFC Bancorp Ltd. failed to file a stock option that does not meet
the requirementsForm 4 or 5 in connection with
their respective dispositions of Section 422 of the Internal Revenue Code of 1986, as
amended.
The Plan will be administered by an administrator (the "ADMINISTRATOR"),
which will be composed of not less than three members of the Board, two of whom
will be non-employees of the Company. If, at anytime, there does not exist two
members of the Board who are not employees of the Company, the Administrator
will be made up of the entire Board. The members of the Administrator will be
appointed by, and serve at the pleasure
8our common stock.
12
11
of, the Board. The Administrator selects the participants under the Option Plan,
and determines the grants to be made, the vesting schedule and the exercise
price associated with such grants. The Administrator is also authorized, subject
to the provisions of the Option Plan and to policies determined by the Board, to
adopt rules and regulations and to take such action in the administration of the
Plan as it deems proper.
SHARES AVAILABLE FOR ISSUANCE. Options to purchase up to an aggregate of
5,000,000 shares of the Company's Common Stock are authorized to be issued under
the Option Plan. As of June 14, 2001, the market value of the Common Stock
(based on the highest "bid" price reported on the Nasdaq System) was $2.71 per
share.
PERSONS WHO MAY PARTICIPATE IN THE PLAN. Key persons employed by the
Company or its subsidiaries, officers and directors of the Company or its
subsidiaries and consultants to the Company or its subsidiaries will be eligible
to receive grants under the Option Plan. Currently, approximately 10 persons are
eligible to participate in the Option Plan. This number will increase to 12
following the election of Directors at the 2001 Annual Meeting of the
Shareholders.
PURCHASE OF SECURITIES PURSUANT TO THE PLAN; PAYMENT FOR SECURITIES
OFFERED. The purchase price at which an option may be exercised ("EXERCISE
PRICE") will be determined by the Administrator at the time the option is
granted. A participant may exercise an option by giving written notice to the
Company and by paying the Exercise Price and associated taxes in cash, by
surrendering shares of Common Stock with a market value equal to the Exercise
Price or a combination of the foregoing. All securities to be issued upon
exercise of options granted under the Plan will be issued by the Company out of
either or both of its authorized, unissued stock or repurchased shares held by
the Company.
TERMINATION; AMENDMENT. The Option Plan will terminate ten (10) years after
its effective date, subject to earlier termination by the Board. The Board has
the authority to amend or terminate the Option Plan, provided that such
amendment or termination does not adversely affect any outstanding option,
unless the holder of such option has consented to such change in writing.
EXERCISE OF OPTIONS UPON CERTAIN EVENTS. The Option Plan provides that,
subject to the terms determined by the Administrator or as may be set forth in
any agreement between the Company and a participant, in the event of a
participant's termination of employment with the Company or a subsidiary thereof
(other than for cause), the participant will have 30 days to exercise any vested
options. In the case of termination of employment arising from retirement,
however, the participant will have three months to exercise any vested options.
In the case of the participant's death, the participant's estate or beneficiary
will have nine months to exercise any vested options. If a participant's
employment with the Company or a subsidiary thereof terminates voluntarily with
the consent of the Company or subsidiary thereof, the participant will have
three months to exercise any vested options.
FORFEITURES AND PENALTIES; LIENS. Options issued under the Option Plan will
cease to become exercisable upon the termination of the participant's employment
by the Company for any reason other than voluntary termination with the consent
of the Company or a subsidiary, retirement under any retirement plan of the
Company or a subsidiary, involuntary termination without cause or death. In
addition, all options granted under the Option Plan expire no later than ten and
one-half (10 1/2) years after the date they are granted, unless such period is
extended by the Company. No options may be granted after the tenth anniversary
of the effective date of the Option Plan.
BENEFITS TO BE PROVIDED UNDER OPTION PLAN. Since the Company has not issued
any options under the Option Plan, or any other similar arrangement, during
fiscal year 2000 or 1999, the benefits expected to be received by officers,
directors, consultants and other employees cannot be determined at this time.
The Company anticipates that each incumbent director and each person elected as
a director, including those elected at the 2001 Annual Meeting, will receive
options to purchase 10,000 shares of the Company's Common Stock upon their
election to the Board.
INCOME TAX CONSEQUENCES OF PLAN PARTICIPATION. The following paragraphs
briefly describe the federal income tax consequences associated with (i) the
granting and exercise of non-statutory stock options and (ii) the subsequent
disposition of stock acquired through the exercise of non-statutory stock
options. The following information is based on the Internal Revenue Code of
1986, as amended, and the treasury regulations
9
12
promulgated thereunder. The following information is intended to be merely
informational and is not being offered as tax advice.
NON-STATUTORY STOCK OPTIONS. A participant who is granted a non-statutory
stock option will not realize taxable income at the time such option is granted
or when it vests.
(a) In general, a participant will be subject to tax at ordinary income
rates (see "Rate Structure" below) for the year of exercise on the excess of the
fair market value of the shares underlying the option on the date of exercise
over the option exercise price (the "SPREAD"). Because the spread is
compensation income for federal income tax purposes, income tax withholding
requirements apply upon exercise, and the Company will receive a corresponding
tax deduction. The participant's basis in the shares so acquired will be equal
to fair market value thereof on the exercise date. Upon subsequent disposition
of such shares, the participant will realize long-term capital gain or loss if
he has held the shares for more than one year since the option was exercised;
otherwise, such capital gain or loss will be short-term.
(b) The general rules described in paragraph (a) generally will not apply
upon exercise of an option if (i) the shares received are not "transferable" and
are subject to a "substantial risk of forfeiture" or (ii) sale of the shares at
a profit could subject the participant to suit under Section 16(b) of the
Exchange Act. If a participant is not required to recognize income, he or she
may nevertheless elect to recognize the income at the time of the option
exercise by filing an election with the Internal Revenue Service within 30 days
following the exercise of the option. The purpose of such election is to cause
any post-exercise appreciation on the shares received to be taxed as capital
gain. If no such election is made, the timing of the taxable event and the
application of the withholding tax requirements will be postponed until earliest
to occur of (x) the lapse or release of the transfer restrictions or the causes
of the risk of forfeiture (or the passage of six months in cases where Section
16(b) is applicable) or (y) the disposition of such shares, and the
participant's compensation income at that time, and the Company's corresponding
deduction, will be equal to the excess of the value of the shares at that time
over the option exercise price.
(c) If a participant exercises a non-statutory stock option by delivering
shares of stock as payment of the option price, no gain or loss will be
recognized with respect to the shares delivered and the participant will be
subject to tax at ordinary income rates on the excess of the fair market value
of the shares he or she is entitled to receive on the date of exercise over the
option exercise price. The participant's basis in the number of shares received
which is equal to the number of shares surrendered will be the same as his or
her basis in the surrendered shares, and the basis in the additional shares
obtained upon the exercise of the option will be equal to the amount of
compensation income realized by the participant. The participant's holding
period for the shares having the transferred basis will include the holding
period for the shares surrendered; the holding period for the additional shares
obtained by the exercise of the option will commence on the date of exercise.
RATE STRUCTURE. A capital gain or loss is long-term or short-term depending
upon whether the stock has been held for more than one year. For individuals
under the present rate structure provided by the Code, both ordinary income and
short-term capital gain are taxed at a maximum rate of 39.1%, and long-term
capital gain is taxed at a maximum rate of 20%.
The affirmative vote of a majority of the votes cast in person or by proxy
is required for approval of the Option Plan.
The Board of Directors recommends that the stockholders vote "FOR" approval
of the Option Plan.
INDEPENDENT ACCOUNTANTS AND AUDITORS
Peterson Sullivan P.L.L.C., Certified Public Accountants, has been
selected by the Board of Directors to examine the consolidated financial statements of the
Company and its subsidiaries for the fiscal year ending December 31, 2001.2002.
Peterson Sullivan P.L.L.C. examined the consolidated financial statements of the
Company and its subsidiaries for the year ended December 31, 2000.2001.
Representatives of Peterson Sullivan P.L.L.C. are not expected to be present at
the Annual Meeting.
10
13
AUDIT FEES
The aggregate fees billed by Peterson Sullivan P.L.L.C., the Company's
certified independent public accountants, for professional services rendered for
the audit of the Company's annual financial statements for the fiscal year ended
December 31, 2000 and for the review of the financial statements including the
Company's quarterly reports on Form 10-Q for such fiscal year were $21,892.20.$91,032.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
Peterson Sullivan P.L.L.C. did not bill the Company for any
professional services rendered for information technology services relating to
financial information system design and implementation for the fiscal year ended
December 31, 2000.2001.
ALL OTHER FEES
The aggregate fees billed by Peterson Sullivan P.L.L.C. for
professional services rendered for fiscal year ended December 31, 2000,2001, other
than for services described above under "Audit Fees" or "Financial Information
System Design and Implementation Fees,"Fees", were $114,720.80.$8,877.
The Board, of Directors, in fulfilling its audit responsibilities, has considered
whether the provision of non-audit services by Peterson Sullivan P.L.L.C. is
compatible with maintaining their independence.
FUTURE SHAREHOLDERSTOCKHOLDER PROPOSALS
Any proposal that a Shareholderstockholder intends to present at the 20022003 annual
meeting of shareholdersstockholders must be received by the Company on or before February
28,December
30, 2002 in order to be considered for inclusion in the proxy statement relating
to the 20022003 annual meeting. Proposals submitted by a shareholderstockholder of the Company
for consideration at the 20022003 annual meeting of shareholdersstockholders, other than in
accordance with SEC Rule 14a-8, will not be considered at such meeting unless
the Secretary of the Company has received written notice of the matter proposed
to be presented from the shareholderstockholder on or prior to MayMarch 15, 2002,2003, and proxies
solicited by the Board of Directors will confer discretionary authority with respect to any
matters as to which the Company does not receive written notice on or prior to
such date.
OTHER MATTERS
The Board of Directors knows of no matter, other than those mentioned in the Proxy
Statement, to be brought before the meeting. If other matters properly come
before the meeting, it is the intention of the Proxy holders to vote the Proxies
in accordance with their judgment. If there are insufficient votes to approve
any of the proposals contained herein, the Board of Directors may adjourn the meeting to a
later date and solicit additional Proxies. If a vote is required to approve such
adjournment, the Proxies will be voted in favor of such adjournment.
13
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K TO THE SECURITIES AND
EXCHANGE COMMISSION WILL BE PROVIDED TO SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN
REQUEST DIRECTED TO SHAREHOLDERS INFORMATION, ICHOR CORPORATION, 50 -- 52 AV DU
CHANOINE CARTELLIER, 69230 SAINT-GENIS LAVAL, FRANCE.
BY ORDER OF THE BOARD OF DIRECTORS.
DATE: June 29, 2001.
11
14
[THIS PAGE INTENTIONALLY LEFT BLANK]
15
APPENDIX A
FINAL VERSION FOR ADOPTION
ICHOR CORPORATION
2001 STOCK OPTION PLAN
1. DEFINITIONS.
The terms defined in this Section 1 shall, for all purposes of this Plan,
have the meanings herein specified:
(a) "ADMINISTRATOR" shall mean such one or more persons who shall have been
appointed in accordance with Section 3.
(b) "BOARD" shall mean the board of directorscopy of the Company.
(c) "CODE" shall mean the Internal Revenue Code of 1986, as amended.
(d) "COMMON STOCK" shall mean the Company's presently authorized Common
Stock, except as this definition may be modified as provided in Section 8
hereof.
(e) "COMPANY" shall mean Ichor Corporation, a Delaware corporation.
(f) "DISABLED OPTIONEE" shall mean an Optionee who becomes disabled within
the meaning of Section 422(c)(6) of the Code.
(g) "EFFECTIVE DATE" shall mean June 15, 2001.
(h) "EXCHANGE ACT" shall meanAnnual Report on Form 10-K to the Securities
and Exchange Act of 1934, as
amended.
(i) "FAIR MARKET VALUE" shall have the meaning given that term in Section
7(H) hereof.
(j) "NON-STATUTORY STOCK OPTION" shall mean an Option which does not
qualify as an incentive stock option, as such term is defined in Section 422 of
the Code.
(k) "OPTION" shall mean a Stock Option granted by the Company pursuantCommission will be provided to the Planstockholders without charge upon
written request directed to purchase shares of Common Stock.
(l) "OPTIONEE" shall mean a person who accepts an Option granted under the
Plan.
(m) "OPTION PRICE" shall mean the price to be paid for the shares of Common
Stock being purchased pursuant to a Stock Option Agreement.
(n) "OPTION PERIOD" shall mean the period from the date of grant of an
Option to the date after which such Option may no longer be exercised. Nothing
in this Plan shall be construed to extend the termination date of the Option
Period beyond the date set forth in the Stock Option Agreement.
(o) "PLAN" shall mean this IchorStockholders Information, Mymetics Corporation,
2001 Stock Option Plan.
(p) "PARTICIPANT" shall mean key persons employed by the Company, or a
Subsidiary thereof, directors of the Company, or a Subsidiary thereof, officers
of the Company, or a Subsidiary thereof, and consultants to the Company, or a
Subsidiary thereof.
(q) "STOCK OPTION AGREEMENT" shall mean the written agreement between the
Company and Optionee confirming the Option and setting forth the terms and
conditions upon which it may be exercised.
(r) "SUBSIDIARY" shall mean any corporation, partnership, business trust,
joint venture or other business entity in which the Company owns, directly or
indirectly through Subsidiaries, at least 50% of the beneficial interests or
total combined voting power of all classes of equity.
16
FINAL VERSION FOR ADOPTION
2. PURPOSES.
The purposes of the Plan are to promote the growth and profitability of the
Company and its Subsidiaries by enabling it to attract and retain the best
available personnel for positions of substantial responsibility, to provide key
Participants with an opportunity for investment in the Company's Common Stock
and to give them an additional incentive to increase their efforts on behalf of
the Company and its Subsidiaries.
3. ADMINISTRATION.
The Plan shall be administered by the Administrator. The Administrator
shall be appointed by the Board and shall consist of at least three members of
the Board, two of whom are non-employees of the Company. In the event that there
does not exist at least two non-employee members of the Board, then the
Administrator shall be comprised of the entire Board.
The Administrator shall have plenary authority in its discretion, subject
to and not inconsistent with the express provisions of the Plan, (i) to grant
Options, to determine the purchase price of the shares of Common Stock covered
by each Option, the term of each Option, the persons to whom, and the time or
times at which Options shall be granted, and the number of shares of Common
Stock to be covered by each Option; (ii) to interpret the Plan; (iii) to
prescribe, amend and rescind rules and regulations relating to the Plan; (iv) to
determine the terms and provisions of the Stock Option Agreements (which need
not be identical) entered into in connection with awards under the Plan; and (v)
to make all other determinations (including factual determinations) deemed
necessary or advisable for the administration of the Plan. The Administrator may
delegate to one or more of its members or to one or more agents such
administrative duties as it may deem advisable, and the Administrator or any
person to whom it has delegated duties as aforesaid may employ one or more
persons to render advice with respect to any responsibility or authority the
Administrator or such person may have under the Plan. Notwithstanding the
foregoing, each grant of an Option, and the terms thereof, to a member of the
Administrator shall be approved by the Board.
The Administrator may employ attorneys, consultants, accountants or other
persons, and the Administrator, the Company and its officers and directors shall
be entitled to rely upon the advice, opinions or valuations of any such persons.
All actions taken and all interpretations and determinations made by the
Administrator in good faith shall be final and binding upon all persons who have
received Options, the Company and all other interested persons. No member or
agent of the Administrator shall be personally liable for any action,
determination or interpretation taken or made in good faith with respect to the
Plan or awards made thereunder, and all members and agents of the Administrator
shall be fully indemnified and protected by the Company in respect of any such
action, determination or interpretation.
4. ELIGIBILITY.
Subject to the provisions of this Plan, the Administrator shall determine
and designate from time to time those key Participants of the Company or its
Subsidiaries to whom Options are to be granted and the number of shares of
Common Stock covered by such grants (subject to the approval of the Board in the
case of a grant to a member of the Administrator). In determining the
eligibility of an Participant to receive an Option, as well as in determining
the number of shares covered by such Option, the Administrator (or the Board, in
the case of a member of the Administrator) shall consider the position and
responsibilities of such Participant, the nature and value to the Company or a
Subsidiary of his or her services and accomplishments, his or her present and
potential contribution to the success of the Company or its Subsidiaries and
such other factors as the Administrator (or the Board) may deem relevant.
5. SHARES AVAILABLE UNDER THE PLAN.
The aggregate number of shares of Common Stock which may be issued or
delivered and as to which Options may be granted under the Plan is 5,000,000
shares. All such shares are subject to adjustment and substitution as set forth
in Section 8.
A-2
17
FINAL VERSION FOR ADOPTION
If any Option granted under the Plan is canceled by mutual consent or
terminates or expires for any reason without having been exercised in full, the
shares of Common Stock subject to such Option shall again be available for
purposes of the Plan. The shares of Common Stock which may be issued or
delivered under the Plan may be either or both authorized but unissued shares or
repurchased shares, as shall be determined from time to time by the Board.
6. GRANT OF OPTIONS.
The Administrator shall have full and complete authority, in its discretion
subject to the provisions of the Plan, to grant Options containing such terms
and conditions as the Administrator shall deem appropriate in respect of the
Non-Statutory Stock Options.
7. TERMS AND CONDITIONS OF OPTIONS.
Options granted under the Plan shall be subject to the following terms and
conditions:
(A) The Option Price at which each Option may be exercised shall be
such price as the Administrator, in its discretion, shall determine.
(B) The Option Price shall be payable in full in any one or more of
the following ways:
(i) in cash; and/or
(ii) in shares of the Common Stock (which are owned by the Optionee
free and clear of all liens and other encumbrances and which are not
subject to the restrictions set forth in Section 9) having a Fair Market
Value on the date of exercise of the Option which is equal to the Option
Price for the shares being purchased.
If the Option Price is paid in whole or in part in shares of Common
Stock, any portion of the Option Price representing a fraction of a share
shall be paid in cash. The date of exercise of an Option shall be
determined under procedures established by the Administrator, and the
Option Price shall be payable at such time or times as the Administrator,
in its discretion, shall determine. No shares shall be issued or delivered
upon exercise of an Option until full payment of the Option Price has been
made. When full payment of the Option Price has been made and subject to
the restrictions set forth in Section 9, the Optionee shall be considered
for all purposes to be the owner of the shares with respect to which
payment has been made. Payment of the Option Price with shares shall not
increase the number of shares of Common Stock which may be issued or
delivered under the Plan as provided in Section 5.
(C) No Non-Statutory Stock Option shall be exercisable after the
expiration of ten years and six months from the date of grant, unless such
period is extended by the Company. Subject to this Section 7(C) and
Sections 7(E), 7(F) and 7(G), Options may be exercised at such times, in
such amounts and subject to such restrictions as shall be determined, in
its discretion, by the Administrator.
(D) No Option shall be transferable by an Optionee other than by will,
or if an Optionee dies intestate, by the laws of descent and distribution,
and all Options shall be exercisable during the lifetime of an Optionee
only by the Optionee.
(E) Unless otherwise determined by the Administrator and set forth in
the Stock Option Agreement:
(i) If the relationship between the Optionee (whether or not a
Disabled Optionee) and the Company is voluntarily terminated with the
written consent of the Company or a Subsidiary, or if an Optionee
retires under any retirement plan of the Company or a Subsidiary, any
then-outstanding Non-Statutory Stock Options held by such Optionee shall
be exercisable (to the extent exercisable on the date of termination of
employment) by such Optionee at any time prior to the expiration date of
such Option or within three months after the date of termination of
employment, whichever is the shorter period;
A-3
18
FINAL VERSION FOR ADOPTION
(ii) Following the death of an Optionee during his or her
relationship with the Company, any outstanding Option held by such
Optionee at the time of death shall be exercisable in full (whether or
not so exercisable on the date of the death of such Optionee) by the
person or persons entitled to do so under the will of the Optionee, or,
if the Optionee shall fail to make testamentary disposition of such
Option or shall die intestate, by the legal representative of the estate
of such Optionee, at any time prior to the expiration date of such
Option or within nine months after the date of death, whichever is the
shorter period. Following the death of an Optionee after the termination
of the Optionee's relationship with the Company during a period when an
Option is exercisable as provided in clause (i) above, any outstanding
Option held by the Optionee at the time of death shall be exercisable by
such person or persons entitled to do so under the will of the Optionee
or by such Optionee's legal representative to the extent that such
Option was exercisable by the Optionee at the time of death at any time
prior to the expiration date of such Option or within nine months after
the date of death, whichever is the shorter period;
(iii) If the relationship between the Company and the Optionee is
terminated by the Company or a Subsidiary without cause, any
then-outstanding Non-Statutory Stock Option held by such Optionee shall
be exercisable (to the extent exercisable on the date of termination of
employment) by such Optionee at any time prior to the expiration date of
such Option or within 30 days after the date of such termination,
whichever is the shorter period; and
(iv) If the relationship between the Company and the Optionee
terminates for any reason other than voluntary termination with the
consent of the Company or a Subsidiary, retirement under any retirement
plan of the Company or a Subsidiary, death or involuntary termination
without cause, the rights of such Optionee under any then-outstanding
Option shall terminate at the time of such termination of the
relationship.
In addition, if an Optionee engages in the operation or management of a
business, whether as owner, partner, officer, director, employee or
otherwise and whether during or after termination of employment, which
is in competition with the Company or any of its Subsidiaries, the
Administrator may in its discretion immediately terminate all Options
held by the Optionee. For purposes of this subsection (F), the following
events or circumstances shall constitute "CAUSE", to wit: perpetration
of defalcations; willful, reckless or grossly negligent conduct
entailing a substantial violation of any material laws or governmental
regulations or orders applicable to the Company or a Subsidiary; or
repeated and deliberate failure, after written notice, to comply with
policies or directives of the Chief Executive Officer of the Company or
a Subsidiary or of the Board.
Whether termination of the Optionee's relationship is a voluntary
termination with the written consent of, or an involuntary termination for
cause from, the Company or a Subsidiary, whether an Optionee is a Disabled
Optionee and whether an Optionee has engaged in the operation or management
of a business which is in competition with the Company or any of its
Subsidiaries shall be determined in each case by the Administrator, and any
such determination by the Administrator shall be final and binding.
(F) All Options granted hereunder shall be effective solely upon the
delivery of a Stock Option Agreement, or an amendment thereto, duly
executed by the Chief Executive Officer of the Company on behalf of the
Company and by the Participant to whom such Options.
(G) Fair market value of the Common Stock shall be determined as
follows:
(i) so long as the Common Stock is listed for trading on the NASDAQ
Small-Cap Market the NASDAQ National Market or such other reliable
publication as the Administrator shall, in its discretion, choose to
rely upon, the fair market value of the Common Stock shall be determined
by taking the average of the "bid" and "ask" prices per share of the
Common Stock as quoted in such reliable publication on the trading date
for the two week period ending on the last business day immediately
preceding the date as of which fair market value is to be determined; or
A-4
19
FINAL VERSION FOR ADOPTION
(ii) in the event the Common Stock is not listed for trading on the
aforementioned NASDAQ Markets or in such other reliable publications as
may be acceptable to the Administrator, fair market value shall be
determined (as of a date not more than 12 months preceding the date as
of which such determination is required to be made hereunder) by an
independent appraiser selected by the Board in its sole discretion. The
appraiser shall be instructed to assess the fair market value of a
minority interest in the Common Stock, taking into consideration such
factors as the appraiser deems relevant, which factors may include but
are not limited to (i) the Company's past, current and expected
profitability, (ii) the Company's past, present and expected revenues
and net cash flow, (iii) the Company's book value, and (iv) the absence
of an organized tracking market for the Common Stock.
The date of the determination of the Administrator to grant an
Option shall deemed to be the date on which an Option is granted,
provided that the Participant to whom the Option is granted is promptly
notified of the grant and an Option Agreement is duly executed as of the
date of the resolution.
(H) The obligation of the Company to issue or deliver shares of the
Common Stock under the Plan shall be subject to (i) the effectiveness of a
registration statement under the Securities Act of 1933, as amended, with
respect to such shares, if deemed necessary or appropriate by counsel for
the Company, and (ii) all other applicable securities laws, regulations,
rules and orders which may then be in effect.
Subject to the foregoing provisions of this Section 7 and the other
provisions of the Plan, any Option granted under the Plan shall be subject to
such other terms and conditions as the Administrator shall deem advisable.
8. ADJUSTMENT AND SUBSTITUTION OF SHARES.
If a dividend or other distribution shall be declared upon the Common Stock
payable in shares of Common Stock, the number of shares of Common Stock then
subject to any outstanding Option and the number of shares which may be issued
or delivered under the Plan but are not then subject to an outstanding Option
shall be adjusted by adding thereto the number of shares which would have been
distributable thereon if such shares had been outstanding on the date fixed for
determining the stockholders entitled to receive such stock dividend or
distribution.
If the outstanding shares of Common Stock shall be changed into or
exchangeable for a different number or kind of shares of stock or other
securities of the Company or another corporation, whether through
reorganization, reclassification, recapitalization, stock split-up, combination
of shares, merger or consolidation, then there shall be substituted for each
share of Common Stock subject to any then-outstanding Option and for each share
of Common Stock which may be issued or delivered under the Plan but is not then
subject to an outstanding Option, the number and kind of shares of stock or
other securities into which each outstanding share of Common Stock shall be so
changed or for which each such share shall be exchangeable.
In the case of any adjustment or substitution as provided for in this
Section 8, the aggregate Option Price for all shares subject to each
then-outstanding Option prior to such adjustment or substitution shall be the
aggregate Option Price for all shares of stock or other securities (including
any fraction) to which such shares shall have been adjusted or which shall have
been substituted for such shares. Any new Option Price per share shall be
carried to at least three decimal places with the last decimal place rounded
upwards to the nearest whole number.
No adjustment or substitution provided for in this Section 8 shall require
the Company to issue or sell a fraction of a share or other security.
Accordingly, all fractional shares or other securities which result from any
such adjustment or substitution shall be eliminated and not carried forward to
any subsequent adjustment or substitution.
9. RESTRICTIONS ON TRANSFER OF CERTAIN SHARES.
The Company is authorized to (i) retain the certificate(s) representing
such shares or place such certificates in the custody of its transfer agent,
(ii) place a restrictive legend on such shares, and/or (iii) issue a stop
transfer
A-5
20
FINAL VERSION FOR ADOPTION
order to the transfer agent with respect to such shares in order to enforce the
transfer restrictions of this Section and Section 7(I) hereof.
10. EFFECT OF THE PLAN ON THE RIGHTS OF PARTICIPANTS AND EMPLOYER.
Neither the adoption of the Plan nor any action of the Board or the
Administrator pursuant to the Plan shall be deemed to give any Participant any
right to be granted an Option under the Plan, and nothing in the Plan, in any
Option granted under the Plan or in any Stock Option Agreement shall confer any
right to any Participant to continue his or her relationship with or remain in
the employ of the Company or any Subsidiary or interfere in any way with the
rights of the Company or any Subsidiary to terminate the its relationship with
or employment of any Participant at any time.
11. INTERPRETATION, AMENDMENT, AND TERMINATION.
Except as provided elsewhere in this Plan, in the event of any dispute or
disagreement as to the interpretation of this Plan or of any rule, regulation or
procedure, or as to any question, right or obligation arising from or related to
the Plan, the decision of the Board shall be final and binding upon all persons.
The Board may, in its discretion, amend or terminate this Plan at any time.
Termination of the Plan shall not affect the rights of Optionees or their
successors under any Options outstanding and not exercised in full on the date
of termination.
12. WITHHOLDING TAXES.
The Company unilaterally or by arrangement with the Optionee shall make
appropriate provision for satisfaction of any obligation to withhold taxes in
the case of any grant, award, exercise or other transaction which gives rise to
a withholding requirement. An Optionee or other person receiving shares issued
upon exercise of a Non-Statutory Option shall be required to pay the Company or
any Subsidiary in cash the amount of any taxes which the Company or Subsidiary
is required to withhold and the Company shall not be obligated to provide the
Optionee with the Company's Common Stock until such time as such cash is paid to
the Company.
Notwithstanding the preceding sentence and subject to such rules as the
Administrator may adopt, Optionees who are subject to Section 16(b) of the
Exchange Act, and, if determined by the Administrator, other Optionees, may
satisfy the obligation, in whole or in part, by election on or before the date
that the amount of tax required to be withheld is determined, to have the number
of shares received upon exercise of the Non-Statutory Option reduced by the
number of shares the fair market value of which is equal to the withholding tax
obligations.
13. EFFECTIVE DATE AND DURATION OF PLAN.
The effective date and date of adoption of the Plan shall be the Effective
Date. No Option may be granted under the Plan subsequent to the date which is
ten (10) years following the Effective Date.
A-6
21
PROXY
ICHOR CORPORATION
50 - 5250-52 Av du Chanoine Cartellier, 69230 Saint-Genis Laval, FranceFrance.
DATE: April 30, 2002 BY ORDER OF THE BOARD OF DIRECTORS
/s/ John M. Musacchio
------------------------------------
John M. Musacchio
Secretary
14
EXHIBIT A
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS OF MYMETICS CORPORATION
I. Composition of the Audit Committee: The Audit Committee shall be
comprised of at least three directors, each of whom shall not be an
officer or employee of the Company or its subsidiaries, and shall not
have any relationship which, in the opinion of the Board of Directors,
would interfere with the exercise of independent judgment in carrying
out the responsibilities of a director.
II. Purposes of the Audit Committee: The purposes of the Audit Committee
are to assist the Board of Directors:
1. in its oversight of the Company's accounting and financial
reporting principles and policies and internal audit controls
and procedures;
2. in its oversight of the Company's financial statements and the
independent audit thereof;
3. in selecting and nominating the outside auditors to be
proposed for shareholder approval in any proxy statement,
evaluating and, where deemed appropriate, replacing the
outside auditors; and
4. in evaluating the independence of the outside auditors.
The function of the Audit Committee is oversight. The management of the
Company is responsible for the preparation, presentation and integrity
of the Company's financial statements. Management and internal auditing
department are responsible for maintaining appropriate accounting and
financial reporting principles and policies and internal controls and
procedures designed to assure compliance with accounting standards and
applicable laws and regulations. The outside auditors are responsible
for planning and carrying out a proper audit and reviews, including
review of the Company's quarterly financial statements prior to the
filing of each quarterly report on Form 10-K, and other procedures. In
fulfilling their responsibilities hereunder, it is recognized that
members of the Audit Committee are not full-time employees of the
Company and are not, and do not represent themselves to be, accountants
or auditors by profession or experts in the fields of accounting or
auditing. As such, it is not the duty or responsibility of the Audit
Committee or its members to conduct "field work" or other types of
auditing or accounting reviews or procedures, and each member of the
Audit Committee shall be entitled to rely on (i) the integrity of those
persons and the organizations within and outside the Company that it
receives information from and (ii) the accuracy of the financial and
other information provided to the Audit Committee by such persons or
organizations absent actual knowledge to the contrary (which shall be
promptly reported to the Board of Directors).
The outside auditors for the Company are ultimately accountable to the
Board of Directors (as assisted by the Audit Committee). The Board of
Directors, with the assistance of the Audit Committee, has the ultimate
authority and responsibility to select, evaluate and, where
appropriate, replace the outside auditors (or to nominate the outside
auditors to be proposed for shareholder approval in the proxy
statement).
The outside auditors shall submit to the Company annually a formal
written statement delineating all relationships between the outside
auditors and the Company ("Statement as to Independence").
III. Meetings of the Audit Committee: The Audit Committee shall meet four
times annually, or more frequently if circumstances dictate, to discuss
with management the annual audited financial statements and quarterly
financial statements and quarterly financial results. In addition to
such meetings of the Audit Committee as may be required to discuss the
matters set forth in Article IV, the Audit Committee should meet
separately at least annually with management and the outside auditors
to discuss any matters that the Audit Committee or any of these persons
or firms believe should be discussed privately. The Audit Committee may
request
15
any officer or employee of the Company or the Company's outside counsel
or outside auditors to attend a meeting of the Audit Committee or to
meet with any members of, or consultants to, the Audit Committee.
Members of the Audit Committee may participate in a meeting of the
Audit Committee by means of a conference call or similar communications
equipment by means of which all persons participating in the meeting
can hear each other.
IV. Duties and Powers of the Audit Committee: To carry out its purposes,
the Audit Committee shall have the following duties and powers:
1. with respect to the outside auditor,
(i) to provide advice to the Board of Directors in
selecting, evaluating or replacing outside auditors;
(ii) to review the fees charged by the outside auditors
for audit and non-audit services;
(iii) to ensure that the outside auditors prepare and
deliver annually a Statement as to Independence (it
being understood that the outside auditors are
responsible for the accuracy and completeness of this
Statement), to discuss with the outside auditors any
relationships or services disclosed in this Statement
that may impact the objectivity and independence of
the Company's outside auditors and to recommend that
the Board of Directors take appropriate action in
response to this Statement to satisfy itself of the
outside auditor's independence; and
(iv) to instruct the outside auditors that the outside
auditors are ultimately accountable to the Board of
Directors and Audit Committee;
2. with respect to financial reporting principles and policies
and internal audit controls and procedures,
(i) to advise management and the outside auditors that
they are expected to provide to the Audit Committee a
timely analysis of significant financial reporting
issues and practices;
(ii) to consider any reports or communications (and
management's responses thereto) submitted to the
Audit Committee by the outside auditors, including
reports and communications related to:
o deficiencies noted in the audit in the design
or operation of internal controls;
o consideration of fraud in a financial
statement audit;
o detection of illegal acts;
o the outside auditor's responsibility under
generally accepted auditing standards;
o significant accounting policies;
o management judgments and accounting
estimates;
o adjustments arising from the audit;
o the responsibility of the outside auditor for
other information in documents containing
audited financial statements;
o disagreements with management;
o consultation by management with other
accountants;
o major issues discussed with management prior
to retention of the outside auditor;
o difficulties encountered with management in
performing the audit;
o the outside auditor's judgments about the
quality of the entity's accounting
principles; and
o reviews of interim financial information
conducted by the outside auditor;
16
(iii) to meet with management and/or the outside auditors;
o to discuss the scope of the annual audit;
o to discuss the audited financial statements;
o to discuss any significant matters arising
from any audit or report or communication
referred to in items 2(ii) or 3(ii) above,
whether raised by management, relating to the
Company's financial statements;
o to review the form of opinion the outside
auditors propose to render to the Board of
Directors and shareholders;
o to discuss significant changes to the
Company's auditing and accounting principles,
policies, controls, procedures and practices
proposed or contemplated by the outside
auditors, the internal auditing department or
management; and
o to inquire about significant risks and
exposures, if any, and the steps taken to
monitor and minimize such risks;
(iv) to obtain from the outside auditors assurance that
the audit was conducted in a manner consistent with
the Securities Exchange Act of 1934; and
(v) to discuss with the Company's legal counsel any
significant legal matters that may have a material
effect on the financial statements, the Company's
compliance policies, including material notices to or
inquiries received from governmental agencies; and
3. with respect to reporting and recommendations,
(i) to prepare any report, including any recommendation
of the Audit Committee, required by the rules of the
Securities and Exchange Commission to be included in
the Company's annual proxy statement;
(ii) to review this Charter at least annually and
recommend any changes to the full Board of Directors;
and
(iii) to report its activities to the full Board of
Directors on a regular basis and to make such
recommendations with respect to the above and other
matters as the Audit Committee may deem necessary or
appropriate.
V. Resources and Authority of the Audit Committee: The Audit Committee
shall have the resources and authority appropriate to discharge its
responsibilities, including the authority to engage outside auditors
for special audits, reviews and other procedures and to retain special
counsel and other experts or consultants.
17
---------
PROXY
---------
MYMETICS CORPORATION
706 Giddings Avenue, Suite 1C
Annapolis, Maryland 21401-1472
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ICHORMYMETICS
CORPORATION.
The undersigned hereby appoints John M. Musacchio as proxy, with the
power of substitution to represent and to vote as designated below, all the
shares of common stock of ICHORMymetics Corporation held of record by the undersigned
on June 22,
2001,April 25, 2002, at the Annual Meeting of ShareholdersStockholders to be held on July 19, 2001,June 20,
2002 or any adjournment thereof.
PLEASE MARK YOUR VOTES AS INDICATED IN THIS SAMPLE. [X]
1. Election of Directors
FOR the nominees listed Below [ ] WITHHOLD AUTHORITY [ ]1. ELECTION OF DIRECTORS
FOR the nominees listed WITHHOLD AUTHORITY
below (except as marked to the contrary below) To vote for the nominees
to the contrary below) [ ] listed below
[ ]
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(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR A NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Patrice Pactol (Class 2II Director)
Robert DemersJohn M. Musacchio (Class 1II Director)
Michael K. Allio (Class 1 Director)
FOR AGAINST ABSTAIN
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2. Approval of Name Change [ ] [ ] [ ]
3. Approval of Stock Option Plan [ ] [ ] [ ]
4. In their discretion, the Proxy holders are authorized to vote upon such
other business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER.STOCKHOLDER. IF NO DIRECTION IS GIVEN ABOVE,
AND THIS PROXY IS PROPERLY SIGNED, THE SHARES WILL BE VOTED FOR THE PROPOSALS
LISTED ABOVE.
Please sign your name exactly as nameit appears on your share certificates.
When shares are held by joint tenants, both should sign, whensign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in partnership name by
authorized person.
DatedDATED , 2001 --------------------------------------2002
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Signature
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Print Name
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Signature, if jointly held
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Print Name
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Number of Shares
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.Please mark, sign, date and return this
Proxy promptly using the enclosed envelope.
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