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SECURITIES AND EXCHANGE COMMISSION
Exchange Act of 1934 (Amendment No. )
Filed by a Party other than the Registranto
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2190 Parkway Lake Drive
Birmingham, AL 35244
STOCKHOLDERS TO BE HELD MAY 16, 2007
1. | To elect two (2) directors to serve for a term of three years and until a successor is duly elected and shall be qualified; | ||
2. | To increase the number of shares available for issuance under the Stock Incentive Plan by 1,200,000 shares to 5,944,274; | ||
3. | To approve an amendment of our Certificate of Incorporation to increase the authorized Common Stock from 45,000,000 to 95,000,000 shares; | ||
4. | To ratify the selection of Ernst & Young LLP as our independent registered public accountants; and | ||
5. | To transact such other business as may properly come before the meeting or any adjournment thereof. |
Michael A. Darwin, Secretary
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2190 Parkway Lake Drive
BIRMINGHAM, AL 35244
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Served as | ||||||||||
Name | Age | Position(s) with the Company | Director Since | |||||||
John L. Higgins | 37 | Director | 2004 | |||||||
Beth C. Seidenberg, M.D. | 49 | Director | 2005 |
Served as | ||||||||||
Name | Age | Position(s) with the Company | Director Since | |||||||
William W. Featheringill | 64 | Director | 1995 | |||||||
Joseph H. Sherrill, Jr. | 66 | Director | 1995 | |||||||
William M. Spencer, III | 86 | Director | 1986 | |||||||
Jon P. Stonehouse | 46 | Chief Executive Officer and Director | 2007 |
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Served as | ||||||||||
Name | Age | Position(s) with the Company | Director Since | |||||||
J. Claude Bennett, M.D. | 73 | President, Chief Operating Officer and Director | 1997 | |||||||
Stephen R. Biggar, M.D., Ph.D. | 36 | Director | 2005 | |||||||
Zola P. Horovitz, Ph.D. | 72 | Director | 1994 | |||||||
Randolph C. Steer, M.D., Ph.D. | 57 | Director | 1993 |
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• | the Discretionary Option Grant Program; | ||
• | the Stock Issuance Program; and | ||
• | the Automatic Option Grant Program for non-employee Board members. |
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(i) | the fair market value of the vested shares of Common Stock subject to the surrendered option, over | ||
(ii) | the aggregate exercise price payable for such shares. |
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(i) | a fraction, the numerator of which is the number of months remaining between the date the Board member first became a non-employee Board member and the date of the next Annual Meeting and the denominator of which is 12, by | ||
(ii) | 20,000 shares of Common Stock. |
(i) | the fair market value per share at the time the option is surrendered, over | ||
(ii) | the exercise price payable per share under such option. |
(i) | the fair market value of the vested shares of Common Stock subject to the surrendered option, over | ||
(ii) | the aggregate exercise price payable for such shares. |
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(i) | March 6, 2016 (but any options, stock issuances or other awards outstanding on such date shall remain in effect in accordance with their terms); | ||
(ii) | the date on which all shares available for issuance under the Stock Incentive Plan have been issued as fully-vested shares; or | ||
(iii) | the termination of all outstanding options and stock issuances in connection with certain changes in control or ownership of the Company. |
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Number of | ||||||||
Name and Position | Dollar Value ($) | Stock Options | ||||||
Charles E. Bugg, Ph.D.(1) | $ | 30,763 | 3,333 | |||||
Chairman and Former Chief Executive Officer | ||||||||
J. Claude Bennett, M.D. | (2 | ) | (2 | ) | ||||
President, Chief Operating Officer | ||||||||
Michael A. Darwin | (2 | ) | (2 | ) | ||||
Chief Financial Officer, Treasurer and Secretary | ||||||||
W. James Alexander, M.D., MPH, | (2 | ) | (2 | ) | ||||
Senior VicePresident and Chief Medical Officer | ||||||||
Randall B. Riggs | (2 | ) | (2 | ) | ||||
Senior Vice President, Business Development | ||||||||
Executive Officer Group | (2 | ) | (2 | ) | ||||
Non-Employee Director Group | (3 | ) | 120,000 | (4) | ||||
Employee Group | (2 | ) | (2 | ) |
(1) | Reflects the automatic grant of options on March 18, 2007, when Dr. Bugg became a non-employee director. | |
(2) | Future awards under the Stock Incentive Plan are indeterminable. All grants are determined by the Plan Administrator in its discretion and no arrangements have been made at this time with respect to the shares reserved for issuance under the Stock Incentive Plan. | |
(3) | The dollar value of the options to be granted to our non-employee directors pursuant to the Automatic Option Grant Program is indeterminable because the options will be granted immediately after the Meeting and their value will depend on the value of our Common Stock at that time. | |
(4) | Represents the options to be granted pursuant to the Automatic Option Grant Program under the Stock Incentive Plan to non-employee directors immediately following the Meeting. |
(c) Number of securities | ||||||||||||
remaining available for | ||||||||||||
(a) Number of securities | future issuance under | |||||||||||
to be issued upon | (b) Weighted-average | equity compensation | ||||||||||
exercise of outstanding | exercise price of | plans (excluding | ||||||||||
options, warrants and | outstanding options, | securities reflected in | ||||||||||
Plan Category | rights | warrants and rights | column (a)) | |||||||||
Equity compensation plans approved by security holders | ||||||||||||
Stock Option Awards (1) | 3,952,568 | $8.94 | 820,754 | |||||||||
Stock Purchase Plan (2) | — | — | 99,613 | |||||||||
Equity compensation plans not approved by security holders | ||||||||||||
Total | 3,952,568 | $8.94 | 920,367 | |||||||||
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(1) | Consists of awards granted under the Stock Incentive Plan. | |
(2) | Consists of shares granted under the Employee Stock Purchase Plan. The number of shares that may be issued pursuant to the Employee Stock Purchase Plan during a given period and the purchase price of such shares cannot be determined in advance of such purchases. |
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• | declare stock dividends or stock splits; | ||
• | acquire businesses or assets using our common stock as consideration; | ||
• | raise additional capital through common stock offerings; | ||
• | provide equity incentives to attract or retain employees, officers or directors; or | ||
• | issue our common stock for other corporate purposes. |
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2006 | 2005 | |||||||
(1) Audit Fees | $ | 227,500 | $ | 212,200 | ||||
(2) Audit-related fees | — | — | ||||||
(3) Tax fees | — | — | ||||||
(4) All other fees | — | — |
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• | the ability of the prospective nominee to represent the interests of the stockholders of the Company; | ||
• | the prospective nominee’s standards of integrity, commitment and independence of thought and judgment; | ||
• | the prospective nominee’s ability to dedicate sufficient time, energy and attention to the diligent performance of his or her duties, including the prospective nominee’s service on other public company boards; and | ||
• | the extent to which the prospective nominee contributes to the range of talent, skill and expertise appropriate for the Board. |
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• | a greater portion of total short and long term compensation should be performance-based; and | ||
• | achievement of specific goals, targets and metrics relating to Company performance and individual performance should be used to help determine incentive compensation. |
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• | base salary; | ||
• | short-term incentive compensation; | ||
• | long-term equity incentive awards; and | ||
• | other employee benefits. |
• | industry experience, knowledge and qualifications; | ||
• | salary levels in effect for comparable positions within the Company’s principal industry marketplace competitors; | ||
• | internal review of the executive’s compensation, both individually and relative to other officers; and | ||
• | individual performance of the executive. |
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• | enhance the link between creation of stockholder value and long-term executive compensation; | ||
• | provide an opportunity for increased equity ownership by executives; and | ||
• | maintain competitive levels of total compensation. |
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Option | All Other | |||||||||||||||||||||
Salary | Bonus | Awards | Compensation | Total | ||||||||||||||||||
Name and Principal Position | Year | ($) | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ||||||||||||||||
Charles E. Bugg, Ph.D., Chairman and Chief Executive Officer | 2006 | $ | 453,384 | — | $ | 237,745 | $ | 11,347 | $ | 702,476 | ||||||||||||
J. Claude Bennett, M.D., President and Chief Operating Officer | 2006 | $ | 347,016 | — | $ | 172,822 | $ | 11,210 | $ | 531,048 | ||||||||||||
Michael A. Darwin, Chief Financial Officer, Secretary & Treasurer | 2006 | $ | 224,232 | — | $ | 116,428 | $ | 11,420 | $ | 352,080 | ||||||||||||
W. James Alexander, M.D., MPH, Senior Vice President and Chief Medical Officer | 2006 | $ | 172,317 | $ | 90,000 | $ | 388,063 | $ | 4,260 | $ | 654,640 | |||||||||||
Randall B. Riggs, Senior Vice President Business Development | 2006 | $ | 290,016 | $ | 60,000 | $ | 258,221 | $ | 11,420 | $ | 619,657 |
(1) | For Dr. Alexander, this includes a bonus earned in 2006, but paid in 2007. For Mr. Riggs, the amount was earned and paid in 2006. | |
(2) | These amounts reflect the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2006 in accordance with SFAS 123R of awards pursuant to the Stock Incentive |
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Program and thus include amounts from awards granted in and prior to 2006, except that estimated forfeitures have been disregarded. Assumptions used in the calculation of these amounts are included in Note 7 to the Company’s audited financial statements for the year ended December 31, 2006 which are included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2007. | ||
(3) | For each executive other than Dr. Alexander, the amount includes an $11,000 Company contribution for the executive to the 401(k) plan and the remaining amount represents life insurance premiums paid by the Company. For Dr. Alexander, the 401(k) Company contribution was $4,000 and the $260 represents the life insurance premium paid by the Company. | |
(4) | There were no stock awards or any other non-equity incentive plan compensation earned by any NEO’s during 2006. |
All Other | ||||||||||||||||
Option Awards: | ||||||||||||||||
Number of | Exercise or | |||||||||||||||
Compensation | Securities | Base Price | Grant Date Fair | |||||||||||||
Committee | Underlying | of Option | Value of Stock | |||||||||||||
Grant | Action Date | Options | Awards | and Option | ||||||||||||
Name | Date | (1) (2) | (#)(3) | ($/Sh) | Awards | |||||||||||
Charles E. Bugg | 6/22/06 | 6/22/06 | 49,538 | $ | 13.44 | $ | 466,648 | |||||||||
J. Claude Bennett | 6/22/06 | 6/22/06 | 31,597 | $ | 13.44 | $ | 297,644 | |||||||||
Michael A. Darwin | 6/22/06 | 6/22/06 | 24,500 | $ | 13.44 | $ | 230,790 | |||||||||
W. James Alexander | 6/19/06 | 5/10/06 | 300,000 | $ | 12.65 | $ | 2,661,000 | |||||||||
Randall B. Riggs | 6/22/06 | 6/22/06 | 70,000 | $ | 13.44 | $ | 659,400 | |||||||||
11/1/06 | 10/7/06 | 12,000 | $ | 11.42 | $ | 95,400 |
(1) | The option grant for Dr. Alexander was approved prior to his commencement of employment, to be effective on the date he became employed, June 19, 2006. | |
(2) | The November option grant for Mr. Riggs was approved by the Committee as part of the Special Retention Incentives discussed above, to be effective on November 1, 2006. | |
(3) | All options granted during 2006 to the executives vest at a rate of 25% after year 1 and 1/48 per month thereafter such that all are fully vested after 4 years. The term of each option is 10 years. |
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Option Awards(1)(2) | ||||||||||||||||||||
Equity Incentive | ||||||||||||||||||||
Plan Awards: | ||||||||||||||||||||
Number of | Number of | Number of | ||||||||||||||||||
Securities | Securities | Securities | ||||||||||||||||||
Underlying | Underlying | Underlying | ||||||||||||||||||
Unexercised | Unexercised | Unexercised | Option | |||||||||||||||||
Options | Options | Unearned | Exercise | Option | ||||||||||||||||
(#) | (#) | Options | Price | Expiration | ||||||||||||||||
Name | Exercisable | Unexercisable | (#) | ($) | Date | |||||||||||||||
Charles E. Bugg | 50,000 | — | — | $ | 14.125 | 5/14/07 | ||||||||||||||
75,000 | — | — | $ | 6.50 | 12/10/07 | |||||||||||||||
50,000 | — | — | $ | 6.25 | 12/15/08 | |||||||||||||||
53,300 | — | — | $ | 22.813 | 12/15/09 | |||||||||||||||
55,000 | — | — | $ | 8.875 | 12/12/10 | |||||||||||||||
26,700 | — | — | $ | 6.094 | 3/23/11 | |||||||||||||||
30,000 | — | — | $ | 3.59 | 12/12/11 | |||||||||||||||
20,927 | — | — | $ | 1.18 | 8/5/12 | |||||||||||||||
4,635 | — | — | $ | 1.04 | 12/11/12 | |||||||||||||||
36,854 | 1,603 | — | $ | 0.87 | 2/3/13 | |||||||||||||||
33,978 | 18,635 | — | $ | 8.83 | 5/12/14 | |||||||||||||||
21,253 | 32,441 | — | $ | 4.30 | 5/11/15 | |||||||||||||||
— | 49,538 | — | $ | 13.44 | 6/22/16 | |||||||||||||||
J. Claude Bennett | 8,437 | — | — | $ | 6.50 | 9/14/08 | ||||||||||||||
30,200 | — | — | $ | 6.25 | 12/15/08 | |||||||||||||||
37,300 | — | — | $ | 22.813 | 12/15/09 | |||||||||||||||
37,300 | — | — | $ | 8.875 | 12/12/10 | |||||||||||||||
28,700 | — | — | $ | 6.094 | 3/23/11 | |||||||||||||||
22,797 | — | — | $ | 3.59 | 12/12/11 | |||||||||||||||
15,545 | — | — | $ | 1.18 | 8/5/12 | |||||||||||||||
4,255 | — | — | $ | 1.04 | 12/11/12 | |||||||||||||||
23,786 | 1,221 | — | $ | 0.87 | 2/3/13 | |||||||||||||||
25,867 | 14,186 | — | $ | 8.83 | 5/12/14 | |||||||||||||||
16,252 | 24,807 | — | $ | 4.30 | 5/11/15 | |||||||||||||||
— | 31,597 | — | $ | 13.44 | 6/22/16 | |||||||||||||||
Michael A. Darwin | 7,500 | — | — | $ | 25.50 | 6/1/10 | ||||||||||||||
700 | — | — | $ | 1.18 | 8/5/12 | |||||||||||||||
3,340 | — | — | $ | 0.89 | 10/31/12 | |||||||||||||||
2,509 | — | — | $ | 1.04 | 12/11/12 | |||||||||||||||
2,788 | 615 | — | $ | 0.87 | 2/3/13 | |||||||||||||||
13,378 | 7,338 | — | $ | 8.83 | 5/12/14 | |||||||||||||||
13,273 | 20,259 | — | $ | 4.30 | 5/11/15 | |||||||||||||||
— | 24,500 | — | $ | 13.44 | 6/22/16 | |||||||||||||||
James P. Alexander | — | 300,000 | — | $ | 12.65 | 6/19/16 | ||||||||||||||
Randall B. Riggs | 34,999 | 45,001 | — | $ | 6.00 | 3/1/15 | ||||||||||||||
— | 70,000 | — | $ | 13.44 | 6/22/16 | |||||||||||||||
— | 12,000 | — | $ | 11.42 | 11/1/16 |
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(1) | There are no stock awards outstanding for any of the named executive officers. | |
(2) | All options reported above vest at a rate of 25% after year 1 and 1/48 per month thereafter such that all are fully vested after 4 years. The term of each option is 10 years. |
Option Awards | Stock Awards | |||||||||||||||
Number of | ||||||||||||||||
Shares | Value | Number of Shares | ||||||||||||||
Acquired on | Realized on | Acquired on | Value Realized | |||||||||||||
Exercise | Exercise | Vesting | on Vesting | |||||||||||||
Name | (#) | ($) | (#) | ($) | ||||||||||||
Charles E. Bugg | 54,882 | $ | 414,558 | — | — | |||||||||||
J. Claude Bennett | 69,964 | $ | 488,047 | — | — | |||||||||||
Michael A. Darwin | 22,650 | $ | 366,499 | — | — | |||||||||||
James P. Alexander | — | — | — | — | ||||||||||||
Randall B. Riggs | — | — | — | — |
Retirement or | ||||||||||||||||||
Other | Change in | |||||||||||||||||
Name | Benefit | Termination | Disability(1) | Death(1) | Control | |||||||||||||
Charles E. Bugg | Option vesting acceleration | — | $ | 303,531 | $ | 303,531 | $ | 303,531 | ||||||||||
Restore 2001-2002 salary reduction | — | — | — | $ | 141,661 | |||||||||||||
J. Claude Bennett | Option vesting acceleration | — | — | $ | 231,879 | $ | 231,879 | |||||||||||
Restore 2001-2002 salary reduction | — | — | — | $ | 107,848 | |||||||||||||
Michael A. Darwin | Option vesting acceleration | — | — | $ | 173,687 | $ | 173,687 | |||||||||||
James P. Alexander | Option vesting acceleration | — | — | — | — | |||||||||||||
Randall B. Riggs | Option vesting acceleration | — | — | — | $ | 251,886 |
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(1) | In the event of death or disability, Dr. Bugg’s employment agreement provides for full acceleration, but for the other named executive officers and other employees acceleration of unvested options occurs only in the event of death after 5 years of service. |
Fees Earned | Non-Equity | |||||||||||||||||||
or Paid in | Option | Incentive Plan | All Other | |||||||||||||||||
Cash | Awards | Compensation | Compensation | Total | ||||||||||||||||
Name | ($) | ($)(1)(2)(3) | ($) | ($) | ($) | |||||||||||||||
Stephen R. Biggar, M.D., Ph.D. | $ | 26,000 | $ | 105,590 | $ | 131,590 | ||||||||||||||
William W. Featheringill | $ | 28,500 | $ | 88,523 | $ | 117,023 | ||||||||||||||
Carl L. Gordon, CFA, Ph.D. | $ | 28,500 | $ | 88,523 | $ | 117,023 | ||||||||||||||
John L. Higgins | $ | 30,500 | $ | 88,523 | $ | 119,023 | ||||||||||||||
Zola P. Horovitz, Ph.D. | $ | 26,000 | $ | 88,523 | $ | 114,523 | ||||||||||||||
Beth C. Seidenberg, M.D. | $ | 29,000 | $ | 121,436 | $ | 150,436 | ||||||||||||||
Joseph H. Sherrill, Jr. | $ | 28,500 | $ | 88,523 | $ | 117,023 | ||||||||||||||
William M. Spencer, III | $ | 21,000 | $ | 88,523 | $ | 109,523 | ||||||||||||||
Randolph C. Steer, M.D., Ph.D. | $ | 23,500 | $ | 88,523 | $ | 112,023 |
(1) | Options are granted to new directors automatically in accordance with our Stock Incentive Plan at the time they become a director. Effective after the approval of the plan by the stockholders at the 2006 Annual Meeting, the initial grant is an option to purchase 20,000 shares issued on a prorated basis from the date of appointment until the next scheduled annual meeting and the annual grant is an option to purchase 15,000 shares after the annual meeting. The options vest on a monthly basis until the next annual meeting and are then fully vested. Prior to May 2006, both the initial grant and the annual grant were options to purchase 10,000 shares. As of December 31, 2006, each director had options outstanding to purchase the following number of shares: Dr. Biggar: 20,833; Mr. Featheringill: 92,500; Dr. Gordon: 37,500; Mr. Higgins: 35,000; Dr. Horovitz: 98,750; Dr. Seidenberg: 19,167; Mr. Sherrill: 92,500; Mr. Spencer: 98,750; and Dr. Steer: 105,000. | |
(2) | The amounts in this column reflect the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2006 in accordance with SFAS 123R of awards pursuant to the Stock Incentive Program granted in 2006 and include options granted in 2005 and 2006 which vested during 2006. Assumptions used in the calculation of these amounts are included in Note 7 to the Company’s audited financial statements for the year ended December 31, 2006 which are included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2007. | |
(3) | The grant date fair value of equity awards issued to each director in 2006 was $128,850 as computed under SFAS 123R. |
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Stephen R. Biggar
William W. Featheringill
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Percent | ||||||||
Amount and Nature of | of | |||||||
Name and Address | Beneficial Ownership (1) | Class | ||||||
William W. Featheringill 100 Brookwood Place, #410 Birmingham, Alabama 35209 | 2,815,072 | (2) | 9.6 | |||||
Stephens Investment Management, LLC Paul H. Stephens, P. Bartlett Stephens and W. Bradford Stephens One Sansome Street San Francisco, CA 94104 | 1,793,218 | (3) | 6.1 | |||||
Felix J. and Julian C. Baker 667 Madison Avenue New York, NY 10021 | 1,751,744 | (4) | 6.0 | |||||
Kleiner Perkins Caufield & Byers entity and related persons 2750 Sand Hill Road Menlo Park, CA 94025 | 1,485,886 | (5) | 5.1 | |||||
OrbiMed Advisors LLC, OrbiMed Capital II LLC and Samuel D. Isaly, including Carl L. Gordon, Director 767 Third Avenue New York, NY 10017 | 1,137,500 | (6) | 3.9 | |||||
William M. Spencer, III | 641,859 | (7) | 2.2 | |||||
Charles E. Bugg, Ph.D. | 605,901 | (8) | 2.0 | |||||
Joseph H. Sherrill, Jr. | 594,500 | (9) | 2.0 | |||||
J. Claude Bennett, M.D. | 305,738 | (10) | 1.0 | |||||
Randolph C. Steer, M.D., Ph.D. | 119,200 | (11) | * | |||||
Zola P. Horovitz, Ph.D. | 101,750 | (12) | * | |||||
John L. Higgins | 35,000 | (13) | * | |||||
Stephen R. Biggar, M.D., Ph.D. | 20,833 | (14) | * | |||||
Beth C. Seidenberg, M.D. | 22,167 | (15) | * | |||||
Jon P. Stonehouse | 50,000 | (16) | * | |||||
Michael A. Darwin | 49,753 | (13) | * | |||||
Randall B. Riggs | 45,260 | (17) | * | |||||
W. James Alexander | 1,285 | * | ||||||
Jonathan M. P. Nugent | 11,393 | (18) | * | |||||
All executive officers and directors as a group (16 persons) | 9,794,841 | (19) | 31.8 |
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(*) | Less than one percent. | |
(1) | Gives effect to the shares of Common Stock issuable within 60 days after March 20, 2007 upon the exercise of all options and other rights beneficially held by the indicated stockholder on that date. | |
(2) | Includes 925,000 shares held by a partnership of which he is a beneficial owner and 92,500 shares issuable upon exercise of stock options. | |
(3) | From Schedule 13G filed February 13, 2007. | |
(4) | Based on information provided to BioCryst by Felix J. and Julian C. Baker. Excludes shares beneficially owned by Stephen R. Biggar, M.D., Ph.D., a director of the Company appointed to the board under a Stock Purchase Agreement dated as of February 17, 2005, as to which beneficial ownership is disclaimed. | |
(5) | Based on information provided to BioCryst by Kleiner Perkins Caufield & Byers, indicating that 1,114,414 shares are held by KPCB Pandemic Bio Defense Fund, LLC and certain principals of KPCB, including L. John Doerr III, and that 371,472 shares are held by KPTV, LLC, an entity in which Mr. Doerr is the managing member. Excludes shares beneficially owned by Beth C. Seidenberg, M.D., a director of the Company appointed to the board under a Nomination and Observer Agreement dated as of December 16, 2005, described in Note 14 below, as to which beneficial ownership is disclaimed. | |
(6) | From Schedule 13D/A filed with the SEC on December 7, 2005, and includes options granted related to Carl L. Gordon’s position on the Board with 37,500 shares issuable upon exercise of stock options. Each of the OrbiMed entities disclaims beneficial ownership of the shares beneficially owned by Dr. Gordon, and Dr. Gordon disclaims beneficial ownership of the shares beneficially owned by the OrbiMed entities, except to the extent of their pecuniary interest therein. | |
(7) | Includes 98,750 shares issuable upon exercise of stock options and 10,000 shares held by Mr. Spencer’s spouse. Mr. Spencer disclaims beneficial ownership of the 10,000 shares held by his spouse. | |
(8) | Includes 73,138 shares held by a partnership of which he is a beneficial owner, and 470,324 shares issuable upon exercise of stock options. | |
(9) | Includes 92,500 shares issuable upon exercise of stock options, 10,000 shares which Mr. Sherrill holds jointly with his spouse, 1,000 shares held by Mr. Sherrill’s son and 10,000 shares held by Mr. Sherrill’s spouse. Mr. Sherrill disclaims beneficial ownership of the 11,000 shares held by his spouse and son. | |
(10) | Includes 240,008 shares issuable upon exercise of stock options. | |
(11) | Includes 105,000 shares issuable upon exercise of stock options. | |
(12) | Includes 98,750 shares issuable upon exercise of stock options. | |
(13) | Includes shares issuable upon exercise of stock options. | |
(14) | Includes 20,833 shares issuable upon exercise of stock options. Excludes shares beneficially owned by Felix J. and Julian C. Baker, as to which beneficial ownership is disclaimed. | |
(15) | Includes 19,167 shares issuable upon exercise of stock options and 3,000 shares held in trust. Excludes shares held by Kleiner Perkins Caufield & Byers entity and related persons described in Note 5 above, as to which beneficial ownership is disclaimed. | |
(16) | Includes 50,000 shares restricted stock issued upon employment which vests 50% 1/4/09 and 50% 1/4/11. | |
(17) | Includes 43,332 shares issuable upon exercise of stock options. | |
(18) | Includes 11,170 shares issuable upon exercise of stock options. | |
(19) | See Notes (1) through (17). |
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Michael A. Darwin, Secretary
April 13, 2007
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STOCK INCENTIVE PLAN
(formerly the “BioCryst Pharmaceuticals, Inc. 1991 Stock Option Plan”)
GENERAL PROVISIONS
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DISCRETIONARY OPTION GRANT PROGRAM
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STOCK ISSUANCE PROGRAM
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AUTOMATIC OPTION GRANT PROGRAM
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MISCELLANEOUS
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| VOTE BY PHONE - 1-800-690-6903 | |
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. | ||
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VOTE BY MAIL | ||
Mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to BIOCRYST PHARMACEUTICALS, INC., c/o ADP, 51 Mercedes Way, Edgewood, NY 11717. |
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | BIOCP1 | KEEP THIS PORTION FOR YOUR RECORDS | ||
DETACH AND RETURN THIS PORTION ONLY |
BIOCRYST PHARMACEUTICALS, INC. |
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES FOR DIRECTOR ANDFOR EACH OF PROPOSAL 2, PROPOSAL 3 AND PROPOSAL 4 |
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| To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | ||||
| 1. | ELECTION OF DIRECTORS (for terms as described in the Proxy Statement of the Company relating to the 2007 Annual Meeting.) |
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| Nominees: | 01) John L. Higgins 02) Beth C. Seidenberg, M.D. |
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| 2. | To increase the number of shares available for issuance under the Stock Incentive Plan by 1,200,000 shares to 5,944,274; |
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| 4. | To ratify the selection of Enst & Young LLP as the Company's independent registered public accountants for 2007. |
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| 3. | To approve an amendment of our Certificate of Incorporation to increase the authorized Common Stock from 45,000,000 to 95,000,000 shares; |
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| 5. | In their discretion, upon such other matters as may properly come before the meeting. | ||||||
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| UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE PERSONS NOMINATED BY MANAGEMENT AS DIRECTORS ANDFOR EACH OF PROPOSAL 2, PROPOSAL 3 AND PROPOSAL 4. |
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| Note: Please date and sign exactly as your name appears on the envelope in which this material was mailed. If shares are held jointly, each stockholder should sign. Executors, administrators, trustees, etc. should use full title and if more than one, all should sign. If a stockholder is a corporation, please sign full corporate name by an authorized officer. |
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Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
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BIOCRYST PHARMACEUTICALS, INC. PROXY FOR ANNUAL MEETING OF STOCKHOLDERS — MAY 16, 2007 (This Proxy is Solicited by the Board of Directors) The undersigned stockholder of BioCryst Pharmaceuticals, Inc. hereby appoints Jon P. Stonehouse and Michael A. Darwin, and each of them, with full power of substitution, proxies to vote the shares of stock which the undersigned could vote if personally present at the Annual Meeting of Stockholders of BioCryst Pharmaceuticals, Inc., to be held at The Harbert Center, 2019 Fourth Avenue North, Birmingham, Alabama, on May 16, 2007, at 3:00 P.M., Central Daylight Time, or any adjournment thereof. (To Be Signed on Reverse Side) |