SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrantþ
Filed by a Party other than the Registranto
Check the appropriate box:
o Preliminary Proxy Statement
þ Definitive Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Additional Materials
o Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
Helix BioMedix, Inc.
Payment of Filing Fee (Check the appropriate box):
þ | Fee not required. | |||||
o | Fee computed on table below per Exchange Act Rules 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 computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | ||||
(4 | ) | Proposed maximum aggregate value of transaction: | ||||
(5 | ) | Total fee paid: | ||||
o | Fee paid previously with preliminary materials. | |||||
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||||
(1 | ) | Amount Previously Paid: | ||||
(2 | ) | Form, Schedule or Registration Statement No.: | ||||
(3 | ) | Filing Party: | ||||
(4 | ) | Date Filed: | ||||
Sincerely, | |
R. Stephen Beatty | |
President and Chief Executive Officer |
1. To elect three Class II directors, to serve until the 2008 Annual Meeting of Stockholders and until their successors are elected and qualified; | |
2. To ratify the appointment of KPMG LLP as the Company’s independent auditor for the fiscal year ending December 31, 2005; and | |
3. To transact any other business which may properly come before the meeting or any adjournment or postponement thereof. |
By Order of the Board of Directors, | |
R. Stephen Beatty | |
President and Chief Executive Officer |
Number of Shares Beneficially Owned | ||||||||
(Includes Stock, Options and Warrants | ||||||||
Name of Beneficial Owner | Vested or Vesting within 60 Days) | Percentage* | ||||||
Frank T. Nickell(1) | 3,101,535 | 20.39 | % | |||||
R. Stephen Beatty(2) | 668,654 | 4.40 | % | |||||
Timothy J. Falla(3) | 331,667 | 2.18 | % | |||||
David H. Kirske(4) | 30,000 | * | ||||||
David Drajeske(5) | 50,833 | * | ||||||
Randall L-W. Caudill(6) | 345,000 | 2.27 | % | |||||
John C. Fiddes, Ph.D.(7) | 30,000 | * | ||||||
Jeffrey A. Miller, Ph.D.(8) | 304,987 | 2.00 | % | |||||
George A. Murray(9) | 117,500 | * | ||||||
Barry L. Seidman(10) | 912,500 | 6.00 | % | |||||
Daniel O. Wilds(11) | 30,000 | * | ||||||
All current executive Officers and directors as a group (10 persons) | 5,922,676 | 38.93 | % |
* | Indicates ownership is less than one percent of the class. |
(1) | Mr. Nickell’s address is 320 Park Avenue 24th Floor, New York, NY 10022. Includes 977,500 shares of common stock issuable pursuant to warrants exercisable within 60 days of March 29, 2005. | |
(2) | Includes 553,667 shares of common stock issuable to Mr. Beatty pursuant to options exercisable within 60 days of March 29, 2005; and 25,000 shares of common stock issuable pursuant to warrants exercisable within 60 days of March 29, 2005. | |
(3) | Includes 281,667 shares of common stock issuable to Dr. Falla pursuant to options exercisable within 60 days of March 29, 2005; and 50,000 shares of common stock issuable pursuant to a warrant exercisable within 60 days of March 29, 2005. | |
(4) | Includes 30,000 shares of common stock issuable to Mr. Kirske pursuant to options exercisable within 60 days of March 29, 2005. | |
(5) | Includes 50,833 shares of common stock issuable to Mr. Drajeske pursuant to warrants exercisable within 60 days of March 29, 2005. | |
(6) | Includes 30,000 shares of common stock issuable to Dr. Caudill pursuant to warrants exercisable within 60 days of March 29, 2005; 15,000 shares of common stock issuable to Dr. Caudill pursuant to options exercisable within 60 days of March 29, 2005; 250,000 shares of common stock issuable to Dunsford Hill Capital Partners, Inc., a California corporation owned and controlled by Dr. Caudill pursuant to warrants exercisable within 60 days of March 29, 2005; and 50,000 shares of common stock issuable pursuant to a warrant exercisable within 60 days of March 29, 2005 and held by Dr. Caudill’s wife. | |
(7) | Includes 15,000 shares of common stock issuable to Dr. Fiddes pursuant to warrants exercisable within 60 days of March 29, 2005; includes 15,000 shares of common stock issuable to Dr. Fiddes pursuant to option exercisable within 60 days of March 29, 2005. | |
(8) | Includes 45,000 shares of common stock held by Mr. Miller and 100,000 shares of common stock held by Katz-Miller, LLC, an Illinois limited liability company of which Mr. Miller is a controlling member |
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and 50% owner. Also includes 15,000 shares of common stock issuable to Mr. Miller pursuant to options exercisable within 60 days of March 29, 2005. | ||
(9) | Includes 52,500 shares of common stock issuable to Mr. Murray pursuant to warrants exercisable within 60 days of March 29, 2005; includes 15,000 shares of common stock issuable to Mr. Murray pursuant to options exercisable within 60 days of March 29, 2005. |
(10) | Includes 128,750 shares of common stock held by ABC Investment Group of which Mr. Seidman is the managing director pursuant to warrants exercisable within 60 days of March 29, 2005; includes 8,750 share of common stock issuable to Mr. Seidman pursuant to warrants exercisable within 60 days of March 29, 2005; and 25,000 shares of common stock issuable to Mr. Seidman pursuant to options exercisable within 60 days of March 29, 2005. |
(11) | Includes 15,000 shares of common stock issuable to Mr. Wilds pursuant to warrants exercisable within 60 days of March 29, 2005; includes 15,000 shares of common stock issuable to Mr. Wilds pursuant to option exercisable within 60 days of March 29, 2005. |
Name | Age | Position | ||||
R. Stephen Beatty | 55 | President and Chief Executive Officer | ||||
Timothy J. Falla, Ph.D. | 39 | Vice President and Chief Scientific Officer | ||||
David Kirske | 51 | Vice President and Chief Financial Officer | ||||
David Drajeske | 45 | Vice President of Business Development |
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Long-Term | |||||||||||||||||||||
Fiscal | Annual | Compensation | All Other | ||||||||||||||||||
Name and Position | Year | Salary | Bonus | Option Grants | Compensation(1) | ||||||||||||||||
R. Stephen Beatty | 2004 | $ | 285,000 | $ | — | — | $ | 12,906 | |||||||||||||
President and CEO | 2003 | $ | 285,000 | $ | (4) | 324,000 | $ | 11,933 | |||||||||||||
2002 | $ | 200,000 | $ | — | 100,000 | $ | 7,051 | ||||||||||||||
Dr. Timothy Falla | 2004 | $ | 215,000 | $ | — | — | $ | 10,329 | |||||||||||||
Chief Scientific Officer | 2003 | $ | 215,000 | $ | (5) | 180,000 | $ | 9,710 | |||||||||||||
2002 | $ | 175,000 | $ | — | 100,000 | $ | 4,828 | ||||||||||||||
David H. Kirske | 2004 | $ | 150,000 | $ | — | 180,000 | $ | 5,357 | |||||||||||||
Vice President and Chief Financial Officer | 2003 | $ | — | $ | — | — | — | ||||||||||||||
2002 | $ | — | $ | — | — | — | |||||||||||||||
David Drajeske | 2004 | $ | 150,000 | $ | 25,000 | 230,000 | $ | 8,822 | |||||||||||||
Vice President of Business Development | 2003 | $ | — | $ | — | — | — | ||||||||||||||
2002 | $ | — | $ | — | — | — | |||||||||||||||
Parker Sroufe(2) | 2004 | $ | — | $ | — | — | — | ||||||||||||||
Vice President | 2003 | $ | 100,000 | $ | — | 100,000 | $ | 7,936 | |||||||||||||
2002 | $ | — | $ | — | — | — | |||||||||||||||
Kerry Palmer(3) | 2004 | $ | — | $ | — | — | $ | 42,058 | |||||||||||||
Chief Financial Officer | 2003 | $ | 90,000 | $ | — | 90,000 | $ | 11,028 | |||||||||||||
2002 | $ | — | $ | — | — | — |
(1) | All Other Compensation for each of the years in the three-year period ended December 31, 2004, 2003 and 2002 consists of premiums paid on excess term life insurance and disability insurance, severance payment and dependent medical payments. |
(2) | Mr. Sroufe’s employment with us terminated in May 2004. |
(3) | Mr. Palmer’s employment with us terminated in November 2003. |
(4) | A warrant to purchase 60,000 shares of common stock at $0.25 per share was exercised in January 2004. |
(5) | A warrant to purchase 50,000 shares of common stock at $0.25 per share. |
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Potential Realizable | |||||||||||||||||||||||||
Value at Assumed | |||||||||||||||||||||||||
Annual Rates of Stock | |||||||||||||||||||||||||
Price Appreciation for | |||||||||||||||||||||||||
Individual Grants | Option Terms(4) | ||||||||||||||||||||||||
Number of | Percent of | Exercise | |||||||||||||||||||||||
Securities | Total Options | or Base | |||||||||||||||||||||||
Underlying | Granted to | Price | |||||||||||||||||||||||
Options | Employees in | per | Expiration | ||||||||||||||||||||||
Name | Granted | Fiscal Year | Share | Date | 5% | 10% | |||||||||||||||||||
R. Stephen Beatty | — | — | — | — | — | — | |||||||||||||||||||
Timothy Falla | — | — | — | — | — | — | |||||||||||||||||||
David Kirske(1) | 180,000 | 35 | % | $ | 1.80 | 08/12/2014 | $ | 203,762 | $ | 516,373 | |||||||||||||||
David Drajeske (2) | 180,000 | 35 | % | $ | 1.80 | 08/12/2014 | $ | 203,762 | $ | 516,373 | |||||||||||||||
(3) | 50,000 | 10 | % | $ | 1.85 | 02/02/2014 | $ | 58,173 | $ | 147,421 |
(1) | Option shares vest as follows: 30,000 every six months beginning December 31, 2004 and expire 10 years from the date of grant. Vesting may be accelerated upon certain changes in control of our company. |
(2) | Option shares vest as follows: 30,000 every six months beginning December 31, 2004 and generally expire 10 years from the date of grant. Vesting may be accelerated upon certain changes in control of our company. |
(3) | Option shares vest as follows: 16,000 after first year and 24 equal amounts over the next two years and expire 10 years from the date of grant. |
(4) | These assumed rates of appreciation are provided in order to comply with requirements of the Securities and Exchange Commission, and do not represent our expectation as to the actual rate of appreciation of the common stock. The actual value of the options will depend on the performance of the common stock, and may be greater or less than the amounts shown. |
Number of Securities | Value of Unexercised | |||||||||||||||||||||||
Underlying Unexercised | In-the-Money Options at | |||||||||||||||||||||||
Options at Fiscal Year End | Fiscal Year End(1) | |||||||||||||||||||||||
Shares | Exercisable | Exercisable | ||||||||||||||||||||||
Acquired | Value | within | within | |||||||||||||||||||||
Name | on Exercise | Realized | 60 Days | Unexercisable | 60 Days | Unexercisable | ||||||||||||||||||
R. Stephen Beatty | 0 | $ | 0.00 | 485,777 | 238,223 | $ | 310,333 | $ | 178,667 | |||||||||||||||
Dr. Timothy Falla | 0 | $ | 0.00 | 237,777 | 142,223 | $ | 128,333 | $ | 106,667 | |||||||||||||||
David H. Kirske | 0 | $ | 0.00 | 30,000 | 150,000 | $ | 0 | $ | 0 | |||||||||||||||
David Drajeske | 0 | $ | 0.00 | 30,000 | 200,000 | $ | 0 | $ | 0 |
(1) | Dollar value is based on the market value of our common stock at December 31, 2004 (based on closing price of $1.75 for our common stock on the OTC Bulletin board on that date) reduced by the exercise price. |
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• | Review and approve all compensation for the Chief Executive Officer, including incentive-based and equity-based compensation. | |
• | Review and approve annual performance objectives and goals relevant to compensation for the Chief Executive Officer and evaluate the performance of the Chief Executive Officer in light of these goals and objectives. | |
• | Consider, in determining the long-term incentive component of compensation for the Chief Executive Officer, the Company’s performance, the value of similar incentive awards to chief executive officers at comparable companies, and the awards given to the Company’s Chief Executive Officer in past years. | |
• | Review and approve incentive-based or equity-based compensation plans in which the Company’s executive officers participate, and review and approve salaries, incentive and equity awards for other executive officers. | |
• | Approve all employment, severance, or change-in-control agreements, special or supplemental benefits, or provisions including the same, applicable to executive officers. | |
• | Review and propose to the Board from time to time changes in director and committee member compensation and director retirement policies. |
1. Attract and retain the talent necessary for our business success; | |
2. Take cognizance of comparable companies, recognizing individual experience and contributions; and | |
3. Establish and maintain focus on shareholder value through incentive programs and share ownership. |
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Annual retainer: | $12,500 cash compensation, to be paid quarterly $3,125/quarter | |
15,000 options, quarterly vesting | ||
Board attendance: | $1,000 per meeting in person, $500 by telephone | |
Committees: | $1,000 annually per committee membership | |
$2,800 annually for the audit committee chair | ||
Initial election/appointment: | 25,000 options, vesting upon election |
* | all stock options have a 10-year term |
COMPENSATION COMMITTEE | |
Jeffrey A. Miller, Chair | |
Randall L-W. Caudill | |
Daniel O. Wilds |
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AUDIT COMMITTEE | |
Randall L-W. Caudill | |
George A. Murray | |
Daniel O. Wilds |
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Principal Occupation and | ||||||||||||||||
Director | Directorship | Business Experience for the | ||||||||||||||
Name | Age | Since | Term/Class* | Past Five Years | ||||||||||||
R. Stephen Beatty | 55 | 2000 | 2006/III | President and Chief Executive Officer | ||||||||||||
Randall L-W. Caudill, D. Phil. | 58 | 2001 | 2007/I | Financial Consultant | ||||||||||||
John C. Fiddes, Ph.D. | 53 | 2003 | 2005/II | Executive and Microbiologist | ||||||||||||
Jeffrey A. Miller, Ph.D. | 57 | 2000 | 2005/II | Financial Consultant | ||||||||||||
George A. Murray | 74 | 2002 | 2006/III | Financial Consultant | ||||||||||||
Barry L. Seidman | 59 | 2004 | 2007/I | Financial Consultant | ||||||||||||
Daniel O. Wilds | 56 | 2003 | 2005/II | Executive |
* | Terms expire as of our annual stockholder meeting date of the year indicated. |
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• | Annual Cash Retainer: $12,500; | |
• | Annual Stock Option Grant: Nonqualified Stock Option covering 15,000 shares of common stock (vesting quarterly, 10-year term; strike price equal to market close on last trading day of year; subject to the terms of our 2000 Stock Option Plan); |
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• | Meeting Fees: $1,000 for each meeting attended; $500 for each meeting where participation is telephonic; | |
• | Committee Fees: $1,000 annually for each committee membership; $2,800 annually for the audit committee chairperson; | |
• | New Member Incentive Grant: Upon first election/appointment, new non-employee directors will be granted a fully-vested nonqualified stock option to purchase 25,000 shares of common stock (10-year term; strike price equal to market close on date of election/appointment; subject to the terms of our 2000 Stock Option Plan). |
Year Ending | Year Ending | |||||||
Nature of Service | December 31, 2003 | December 31, 2004 | ||||||
Professional audit services | $ | 75,000 | $ | 90,000 | ||||
Tax related services | $ | 4,800 | $ | 9,675 | ||||
Other | — | — |
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By Order of the Board of Directors, | |
R. Stephen Beatty | |
President and Chief Executive Officer |
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
HELIX BIOMEDIX, INC.
PROXY FOR 2005 ANNUAL MEETING OF STOCKHOLDERS
May 11, 2005
The undersigned stockholder of Helix BioMedix, Inc. (the “Company”) hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement for the 2005 Annual Meeting of Stockholders of the Company to be held on May 11, 2005, at 2:00 p.m., local time, at the PRIME Hotel & Suites, Boardroom, 19333 North Creek Parkway, Bothell, Washington and hereby revokes all previous proxies and appoints R. Stephen Beatty or David Kirske, either of them, with full power of substitution, Proxies and Attorneys-in-Fact, on behalf and in the name of the undersigned, to vote and otherwise represent all of the shares registered in the name of the undersigned at said Annual Meeting, or any adjournment thereof, with the same effect as if the undersigned were present and voting such shares, on the following matters and in the following manner:
TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT AS PROMPTLY AS POSSIBLE.
(Continued and to be signed on other side.)
6 DETACH PROXY CARD HERE 6
1. ELECTION OF CLASS II DIRECTORS
Three Class II directors are to be elected at the Annual Meeting to serve until the 2008 Annual Meeting of Stockholders and until each director’s successor is elected and qualified:
01 John C. Fiddes Management recommends a vote FOR the nominee. | o | FOR the nominee | o | WITHHOLD AUTHORITY to vote for the nominee | ||||
02 Jeffrey A. Miller Management recommends a vote FOR the nominee. | o | FOR the nominee | o | WITHHOLD AUTHORITY to vote for the nominee | ||||
03 Daniel O. Wilds Management recommends a vote FOR the nominee. | o | FOR the nominee | o | WITHHOLD AUTHORITY to vote for the nominee |
x | Please mark your votes as indicated in this example:. |
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM.
Proposal to ratify the appointment of KPMG LLP to serve as the Company’s independent registered accounting firm.
o | FOR | o | AGAINST | o | ABSTAIN |
In their discretion, the Proxies are entitled to vote upon such other matters as may properly come before the Annual Meeting or any adjournments thereof. | ||||
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED “FOR” THE DIRECTORS, “FOR” RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS, AND FOR SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AS THE PROXY HOLDERS DEEM ADVISABLE. |
IMPORTANT—PLEASE SIGN AND DATE AND RETURN PROMPTLY
Dated: | , 2005 | |||||
(Signature) | ||||||
(Signature if held jointly) |
(This proxy should be marked, dated and signed by each stockholder exactly as such stockholder’s name appears hereon, and returned promptly in the enclosed envelope. Persons signing in a fiduciary capacity should so indicate. A corporation is requested to sign its name by its President or other authorized officer, with the office held designated. If shares are held by joint tenants or as community property, both holders should sign.) |