UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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BIOCRYST PHARMACEUTICALS, INC.
2190 Parkway Lake Drive
Birmingham, AL 35244
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD
MAY 12, 2004
1. | To elect three (3) directors to serve for a term of three years and until a successor is duly elected and shall be qualified; |
2. | To amend the 1991 Stock Option Plan in the manner described in the accompanying Proxy Statement; and |
3. | To transact such other business as may properly come before the meeting or any adjournment thereof. |
Michael A. Darwin, Secretary
Birmingham, Alabama
April 12, 2004
ALL STOCKHOLDERS ARE INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE PROMPTLY DATE, SIGN AND RETURN THE ENCLOSED PROXY. A POSTAGE PREPAID ENVELOPE IS PROVIDED FOR MAILING. A PERSON GIVING A PROXY HAS THE POWER TO REVOKE IT. IF YOU ATTEND THE MEETING, YOUR PROXY WILL NOT BE COUNTED WITH RESPECT TO ANY MATTER UPON WHICH YOU VOTE IN PERSON.
BIOCRYST PHARMACEUTICALS, INC.
2190 Parkway Lake Drive
Birmingham, AL 35244
PROXY STATEMENT
beneficial owners of the Common Stock. This Proxy Statement and the accompanying form of proxy card are first being mailed to Stockholders on or about April 12, 2004.
1. ELECTION OF DIRECTORS
Name | Age | Position(s) with the Company | Served as Director Since | |||||||||||
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NOMINEES FOR TERMS EXPIRING AT THE ANNUAL MEETING OF STOCKHOLDERS IN 2007 | ||||||||||||||
Charles E. Bugg, Ph.D. | 62 | Chairman, Chief Executive Officer and Director | 1993 | |||||||||||
Carl L. Gordon, CFA, Ph.D. | 39 | Director | 2004 | |||||||||||
John L. Higgins | 34 | Director | Nominee |
DIRECTORS WITH TERMS EXPIRING AT THE ANNUAL MEETING OF STOCKHOLDERS IN 2005 | ||||||||||||||
William W. Featheringill | 61 | Director | 1995 | |||||||||||
Joseph H. Sherrill, Jr. | 63 | Director | 1995 | |||||||||||
William M. Spencer, III | 83 | Director | 1986 | |||||||||||
DIRECTORS WITH TERMS EXPIRING AT THE ANNUAL MEETING OF STOCKHOLDERS IN 2006 | ||||||||||||||
J. Claude Bennett, M. D. | 70 | President, Chief Operating Officer, Medical Director and Director | 1997 | |||||||||||
Zola P. Horovitz, Ph.D. | 69 | Director | 1994 | |||||||||||
Randolph C. Steer, Ph.D. | 54 | Director | 1993 |
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and Isaly, the predecessor firm to OrbiMed, from 1995-1997. Dr. Gordon received a Bachelor’s degree from Harvard College, a Ph.D. in molecular biology from the Massachusetts Institute of Technology, and was a Fellow at the Rockefeller University.
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of Directors of Avigen, Inc., Genaera Pharmaceuticals, Inc., Palatin Technologies, Inc., DOV Pharmaceuticals, GenVec, Inc., and NitroMed, Inc.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTEFOR THE NOMINEES FOR DIRECTOR NAMED ABOVE.
CORPORATE GOVERNANCE
Committees of the Board
Audit Committee
Compensation Committee
Nominating Committee
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applicable rules of the Nasdaq National Market and the Securities and Exchange Commission. The Charter can be found on the Company’s website atwww.biocryst.com. The Nominating Committee held one meeting during 2003.
Selection of Board Nominees
• | the ability of the prospective nominee to represent the interests of the shareholders 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. |
Stockholder Communications
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auditing matters will immediately be brought to the attention of the Chairman of the Audit Committee and handled in accordance with procedures established by the Audit Committee with respect to such matters.
Director Attendance
Director Compensation
Compensation Committee Interlocks and Insider Participation
2. AMENDMENT TO THE 1991 STOCK OPTION PLAN
(i) | increase the number of shares of the Company’s Common Stock reserved for issuance under the Plan by an additional 1,000,000 shares; |
(ii) | allow Board members who are former employees of the Company to receive automatic option grants under the Plan; |
(iii) | make an initial automatic option grant to former employee Board members upon cessation of their employment by the Company; |
(iv) | provide that the initial automatic option grant vest in pro rata portions at the end of each calendar month between the date of the initial grant and the date of the next Annual Meeting; |
(v) | provide that one-twelfth (1/12th) of the annual option grant shall vest at the end of each month during the year following the Annual Stockholders Meeting at which they were awarded so long as the director continues his or her Board service, and that said options shall not become exercisable for any additional shares following the director’s cessation of Board service for any reason; |
(vi) | allow directors holding vested options who cease to serve as Board members for any reason to have the remainder of the ten (10) year term of each such vested option in which to exercise such option, rather than only a six month period, and to allow such options to be exercised after the optionee’s death during the remainder of such 10 year period by such optionee’s estate or heirs (these changes will also be applicable to previously granted options); and |
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(vii) | eliminate certain non-substantive provisions of the Plan which recite historical information regarding previous amendments to the Plan. |
Equity Incentive Programs
Share Reserve
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Eligibility
Valuation
Discretionary Option Grant Program
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Automatic Option Grant Program
Grants
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distribution from the Company. The amount of the distribution per surrendered option share will be equal to the excess of (i) the fair market value per share at the time the option is surrendered or, if greater, the tender offer price paid per share in the hostile take-over over (ii) the exercise price payable per share under such option.
General Provisions
Acceleration
Financial Assistance
Special Tax Election
Amendment and Termination
New Plan Benefits
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Name and Position | Number of Stock Options Granted(1) | |||||
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Charles E. Bugg, Ph.D. | ||||||
Chairman and Chief Executive Officer | ||||||
J. Claude Bennett, M.D. | ||||||
President, Chief Operating Officer and Medical Director | ||||||
Michael A. Darwin | ||||||
Chief Financial Officer | ||||||
Executive Officer Group | ||||||
Non-Employee Director Group | 72,500 | (2) | ||||
Employee Group |
(1) | Represents grants of stock options made pursuant to the 1991 Stock Option Plan from January 1 through March 17, 2004. |
(2) | Includes the initial option grant to Mr. Gordon and options to be granted pursuant to the Automatic Option Grant Program under the 1991 Stock Option Plan to non-employee Directors immediately following the Meeting, including the initial grant to Mr. Higgins. |
Federal Income Tax Consequences
Option Grants
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optionee will not recognize any taxable income at the time of exercise but will have to report as ordinary income, as and when the Company’s repurchase right lapses, an amount equal to the excess of (i) the fair market value of the shares on the date the repurchase right lapses over (ii) the exercise price paid for the shares. The optionee may, however, elect under Section 83(b) of the Internal Revenue Code to include as ordinary income in the year of exercise of the option an amount equal to the excess of (i) the fair market value of the purchased shares on the exercise date over (ii) the exercise price paid for such shares. If the Section 83(b) election is made, the optionee will not recognize any additional income as and when the repurchase right lapses.
Deductibility of Executive Compensation
Stockholder Approval
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS DEEMS THIS PROPOSAL TO BE IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE “FOR” APPROVAL AND RATIFICATION OF SUCH PROPOSAL.
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EXECUTIVE COMPENSATION
Summary Compensation Table
Annual Compensation | Long-Term Compensation Awards-Securities | |||||||||||||||||||||
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Name and Principal Position | Year | Salary | Bonus | Other Annual Compensation (1) | Underlying Options | |||||||||||||||||
Charles E. Bugg, Ph.D. | 2003 | $ | 300,000 | $ | 484,500 | (2) | $ | 11,584 | 38,457 | |||||||||||||
Chairman and | 2002 | 359,922 | 0 | 10,251 | 30,444 | |||||||||||||||||
Chief Executive Officer | 2001 | 381,576 | 0 | 8,500 | 56,700 | |||||||||||||||||
J. Claude Bennett, M.D. | 2003 | 228,384 | 0 | 12,781 | 29,276 | |||||||||||||||||
President, Chief Operating | 2002 | 274,507 | 0 | 11,166 | 23,182 | |||||||||||||||||
Officer and Medical Director | 2001 | 291,707 | 15,000 | 8,500 | 59,100 | |||||||||||||||||
Michael A. Darwin | 2003 | 142,710 | 0 | 6,990 | 14,743 | |||||||||||||||||
Chief Financial Officer, | 2002 | 89,168 | 0 | 240 | 14,209 | |||||||||||||||||
Treasurer and Secretary | 2001 | 79,512 | 0 | 876 | 7,500 |
(1) | Represents the Company contribution to the 401(k) Plan and Group Term Life Insurance provided by the Company. |
(2) | On October 24, 2003, our compensation committee voted to pay Dr. Charles E. Bugg, our Chairman and Chief Executive Officer, $484,500 as consideration for the cancellation of options held by Dr. Bugg to purchase 170,000 shares of our common stock. The expiration date of the options was November 18, 2003, and the exercise price of the options was $6.00 per share. The closing price of our stock was $8.85 on October 24, 2003. |
Option Grants in 2003
Number of Securities Underlying Options | % of Total Options | Exercise Price Per | Expiration | Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term (1) | |||||||||||||||||||||||
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Name | Granted | Granted | Share | Date | 5% | 10% | |||||||||||||||||||||
Charles E. Bugg, Ph.D. | 38,457 | 7.04 | $ | 0.87 | 02/03/2013 | $ | 21,041 | $ | 53,323 | ||||||||||||||||||
J. Claude Bennett, M.D. | 29,276 | 5.36 | 0.87 | 02/03/2013 | 16,018 | 40,593 | |||||||||||||||||||||
Michael A. Darwin | 14,743 | 2.70 | 0.87 | 02/03/2013 | 8,066 | 20,442 |
(1) | Amounts represent hypothetical gains that could be achieved for the respective options at the end of the ten-year option term. The assumed 5% and 10% rates of stock appreciation are mandated by rules of the Securities and Exchange Commission and do not represent the Company’s estimate of the future market price of the Common Stock. |
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Aggregate Option Exercises in 2003 and Year-end Option Values
Shares Acquired on | Value | Number of Securities Underlying Unexercised Options | Values of Securities Underlying Unexercised Options (2) | ||||||||||||||||||||||||
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Name | Exercise | Realized (1) | Exercisable | Unexercisable | Exercisable | Unexercisable | |||||||||||||||||||||
Charles E. Bugg, Ph.D. | 10,000 | $ | 28,500 | 562,506 | 96,395 | $ | 396,196 | $ | 404,045 | ||||||||||||||||||
J. Claude Bennett, M.D. | 0 | 0 | 284,609 | 78,643 | 141,713 | 321,918 | |||||||||||||||||||||
Michael A. Darwin | 0 | 0 | 16,690 | 29,062 | 32,996 | 152,468 |
(1) | The value realized equals the difference between the option exercise price and the fair market value of BioCryst’s common stock at the time of exercise, multiplied by the number of shares for which the option was exercised. |
(2) | Amounts reflect the net values of outstanding stock options computed as the difference between $6.85 per share (the fair market value at December 31, 2003) and the exercise price therefor. |
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
General
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August 1, 2002. On December 8, 2003, the compensation committee and board of directors restored their salaries to the full amount in effect prior to August 1, 2002. This change became effective on January 1, 2004. In the event of any change of control of the Company, the cumulative salary reduction totaling $249,509, combined, would become due and payable to them.
Chief Executive Officer
Section 162(m)
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AUDIT COMMITTEE REPORT
Audit Fees
2003 | 2002 | |||||||||
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(1) Audit Fees | $ | 77,500 | $ | 59,600 | ||||||
(2) Audit-related fees (a) | 2,500 | 2,800 | ||||||||
(3) Tax fees | 0 | 0 | ||||||||
(4) All other fees | 0 | 0 |
(a) | For 2003, these fees were related to Sarbanes-Oxley consultation. For 2002, the fees were for review of the Company’s S-8 filing. |
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Beginning Investment 12/31/98 | Investment at 12/31/99 | Investment at 12/31/00 | Investment at 12/31/01 | Investment at 12/31/02 | Investment at 12/31/03 | |||||||||||||||||||||
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BioCryst Pharmaceuticals, Inc. | $ | 100.00 | $ | 421.43 | $ | 94.64 | $ | 56.57 | $ | 13.71 | $ | 97.86 | ||||||||||||||
The Nasdaq Stock Market | 100.00 | 185.43 | 111.83 | 88.77 | 61.37 | 91.75 | ||||||||||||||||||||
Nasdaq Pharmaceutical Stocks | 100.00 | 188.55 | 235.19 | 200.44 | 129.53 | 189.83 |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Name and Address | Amount and Nature of Beneficial Ownership (1) | Percent of Class | ||||||||
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William W. Featheringill 100 Brookwood Place, #410 Birmingham, Alabama 35209 | 2,881,272 | (2) | 13.4 | % | ||||||
Exis Capital Management 875 Third Avenue, 29th Floor New York, NY 10022 | 1,710,000 | (3) | 8.0 | |||||||
Samuel D. Isaly, OrbiMed Advisors, LLC & OrbiMed Capital, LLC 767 Third Avenue New York, NY 10017 | 1,666,667 | (4) | 7.8 | |||||||
T. Rowe Price Associates, Inc. 100 E. Pratt Street Baltimore, MD 21202 | 1,192,700 | (5) | 5.6 | |||||||
Charles E. Bugg, Ph.D. | 699,468 | (6) | 3.2 | |||||||
William M. Spencer, III | 606,859 | (7) | 2.8 | |||||||
Joseph H. Sherrill, Jr. | 585,500 | (8) | 2.7 | |||||||
J. Claude Bennett, M.D. | 322,367 | (9) | 1.5 | |||||||
John A. Montgomery, Ph.D. | 185,100 | (10) | * | |||||||
Randolph C. Steer, M.D., Ph.D. | 84,200 | (10) | * | |||||||
Edwin A. Gee, Ph.D. | 70,000 | (10) | * | |||||||
Zola P. Horovitz, Ph.D. | 66,750 | (10) | * | |||||||
Michael A. Darwin | 19,362 | (10) | * | |||||||
Carl L. Gordon, CFA, Ph.D. | 2,500 | (11) | * | |||||||
All executive officers and directors as a group (11 persons) | 5,523,378 | (12) | 24.0 |
(*) | Less than one percent. |
(1) | Gives effect to the shares of Common Stock issuable within 60 days after March 17, 2004 upon the exercise of all options and other rights beneficially held by the indicated stockholder on that date. |
(2) | Includes 941,200 shares held by a partnership of which he is a beneficial owner and 82,500 shares issuable upon exercise of stock options. |
(3) | From Schedule 13G filed with the Company on February 10, 2004, with shares purchased since that date included from contact on March 18, 2004 with management personnel from Exis Capital Management, Inc. |
(4) | From Schedule 13G filed with the Company on February 26, 2004. |
(5) | From Schedule 13G filed with the Company on February 13, 2004. |
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(6) | Includes 73,138 shares held by a partnership of which he is a beneficial owner and 588,773 shares issuable upon exercise of stock options. |
(7) | Includes 88,750 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 348,000 shares held in a trust for his benefit by his father who serves as trustee with investment and voting power, 82,500 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. |
(9) | Includes 305,616 shares issuable upon exercise of stock options. |
(10) | Includes shares held and shares issuable upon exercise of stock options. |
(11) | Includes 2,500 shares issuable upon exercise of stock options. |
(12) | See Notes (1) through (11). |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
INDEPENDENT AUDITORS
STOCKHOLDER PROPOSALS
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GENERAL INFORMATION
BY ORDER OF THE BOARD OF DIRECTORS
Michael A. Darwin, Secretary
Birmingham, Alabama
April 12, 2004
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APPENDIX A
AMENDED AND RESTATED AUDIT COMMITTEE CHARTER
BIOCRYST PHARMACEUTICALS, INC.
FUNCTION OF THE COMMITTEE
ORGANIZATION OF THE COMMITTEE
APPOINTMENT
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OUTSIDE AUDITOR
RESPONSIBILITIES OF THE COMMITTEE
1) | Select Outside Auditors: Exercise sole authority over the appointment, retention, discharge or replacement of the outside auditors to be retained by the Company (or nominated for stockholder approval), each of which outside auditors shall be a registered public accounting firm when required by the Securities Exchange Act of 1934 and/or the rules and regulations promulgated thereunder. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any outside auditors and/or registered public accounting firm employed by the Company (including resolution of disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work, and each such outside auditor and/or registered public accounting firm shall report directly to the Committee. |
2) | Preapproval of Audit and Non-Audit Services: Preapprove, consistent with the requirements of Section 10A of the Securities Exchange Act of 1934, as amended, and any rules and regulations promulgated thereunder, all auditing services and non-audit services provided to the Company by its outside auditors, other than such non-audit services as are prohibited to be performed by the outside auditors pursuant to such Section 10A as amended and other than as provided in the de minimus exception set forth in Section 10A as amended. The following non-audit services are not to be provided by the outside auditors: bookkeeping or other services related to the accounting records or financial statements of the Company; financial information systems design and implementation; appraisal or valuation services, fairness opinions, or contribution in kind reports; actuarial services; internal audit outsourcing services; management functions or human resources; broker or dealer, investment adviser, or investment banking services; and legal services and expert services unrelated to the audit. The Committee may delegate to one or more designated members of the Committee the authority to grant the required preapprovals, provided that the decisions of any member(s) to whom such authority is delegated to preapprove an activity shall be presented to the full Committee at each of its scheduled meetings. |
3) | Review Independence of Outside Auditors: In connection with selecting the firm to be retained as the Company’s outside auditors, review the information provided by the outside auditors relating to the independence of such firm, including, among other things, information related to the non-audit services provided and expected to be provided by the outside auditors. The Committee is responsible for (i) ensuring that the outside auditor submits on a periodic basis to the Committee a formal written statement delineating all relationships between the auditor and the Company consistent with Independence Standards Board Standard No. 1, (ii) actively engaging in dialogue with the outside auditor with respect to any disclosed relationship or services that may impact the objectivity and independence of the outside auditor and (iii) taking appropriate action to oversee the independence of the outside auditor. The Committee shall consider whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating the lead audit partner or the outside auditor on a regular basis. |
4) | Evaluate annually the performance of the outside auditors, including their effectiveness, objectivity and independence. |
5) | Obtain and review from the outside auditors, at least annually, a report which describes: (i) the auditing firm’s quality control procedures; (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the auditing firm, or by an inquiry or investigation by |
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governmental or professional authorities within the preceding five years (and the steps taken to deal with such issues); and (iii) all relationships between the outside auditor and the Company. |
6) | Receive and review from the outside auditor reports of the following information as and when required by Section 10A(k) of the Securities Exchange Act of 1934: (i) all critical accounting policies and practices to be used by the Company; (ii) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management officials of the Company, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the outside auditors; and (iii) other material written communications between the outside auditors and the management of the Company, such as any management letter or schedule of unadjusted differences. |
7) | Review the outside auditor’s overall scope and focus of the annual and interim audits, as well as the scope of review of unaudited quarterly information. The Committee shall receive and review all audit reports. |
8) | Review and discuss the results of the audit and the audited financial statements with Company management and the outside auditors. Discussions shall include the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and other matters as required by Statement of Auditing Standards No. 61. The Committee shall review the Company’s significant accounting principles, sensitive estimates, reserves, accruals, judgmental areas, and audit adjustments, both recorded and unrecorded. Additionally, such discussions shall include other matters that either the Committee or the outside auditors deem appropriate. |
9) | Review with the outside auditor any audit problems or difficulties and management’s response, including any restrictions on the scope of the outside auditor’s activities or on access to requested information, and any significant disagreements with management. |
10) | Review all major financial reports in advance of filing, including the Form 10-K and Forms 10-Q. Review earnings release prior to issuance if there are significant issues to be reported. Review and discuss earnings releases, and financial information and earnings guidance provided to analysts and ratings agencies. |
11) | Take such actions as are reasonably necessary to be in a position to issue, and to issue, an annual report to be included in the Company’s proxy statement as required by the SEC. |
12) | Review and discuss the Company’s policies on risk assessment and management, including the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. |
13) | Review and discuss with Company management and outside auditors the quality of and compliance with the Company’s internal controls that affect key financial statement issues and risks. |
14) | Review and discuss with Company management, outside auditors and corporate counsel any SEC or other significant regulatory inquiries and examinations, including findings, recommendations and management responses. |
15) | Review and preapprove all related-party transactions. |
16) | Discuss with Company management and corporate counsel any legal matters that may have a significant impact on the Company’s financial statements. |
17) | Meet separately, at least quarterly, with Company management and the outside auditors of the Company. |
18) | Establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (ii) the |
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confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. |
19) | Determine appropriate funding, to be provided by the Company, to fund the Committee’s activities and responsibilities and for payment of compensation (i) to the outside auditors employed by the Company for the purpose of rendering or issuing an audit report; and (ii) to any advisers employed by the Committee. |
20) | Establish clear hiring policies for employees or former employees of the outside auditors and monitor compliance with such procedures. |
21) | Self-assess the performance of the Committee. |
22) | Report regularly to the Board on the activities of the Committee and review with the full Board any issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, or the performance and independence of the Company’s outside auditors. |
MEETINGS OF THE COMMITTEE
CONSULTANTS
ANNUAL REPORT
ANNUAL REVIEW OF CHARTER
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APPENDIX B
AMENDMENT
TO
BIOCRYST PHARMACEUTICALS, INC.
AMENDED AND RESTATED
1991 STOCK OPTION PLAN
(effective March 8, 2004)
ARTICLE THREE
AUTOMATIC OPTION GRANT PROGRAM
I. | ELIGIBILITY |
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II. | TERMS AND CONDITIONS OF AUTOMATIC OPTION GRANTS |
A. | Grants. On or after March 8, 2004, option grants shall be made under this Article Three as follows: |
E. | Exercisability. |
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such grant vesting on the date of such Annual Stockholders Meeting. The option shall not become exercisable for any additional option shares following the optionee’s cessation of Board service for any reason.
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| VOTE BY PHONE - 1-800-690-6903 |
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| 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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BIOCRYST PHARMACEUTICALS, INC. | ||
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| VOTE BY MAIL |
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| 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: | BIOCR1 | KEEP THIS PORTION FOR YOUR RECORDS |
DETACH AND RETURN THIS PORTION ONLY | ||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
BIOCRYST PHARMACEUTICALS, INC. |
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| 1. | ELECTION OF DIRECTORS | For | Withhold | For All |
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| 2. | To amend the 1991 Stock Option Plan in the manner described in the accompanying Proxy Statement; and | 0 | 0 | 0 | |||||||||||||||
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| 3. | 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. |
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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. |
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PROXY FOR ANNUAL MEETING OF STOCKHOLDERS — MAY 12, 2004 |
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(This Proxy is Solicited by the Board of Directors) |
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The undersigned stockholder of BioCryst Pharmaceuticals, Inc. hereby appoints Charles E. Bugg 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 12, 2004, at 3:00 P.M., Central Daylight Time, or any adjournment thereof. |
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(To Be Signed on Reverse Side) |
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