CORTECH, INC.
376 MAIN STREET
P.O. BOX 74
BEDMINSTER, NEW JERSEY 07921
(908) 234-1881
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 20, 2003
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Cortech,
Inc. (the "Company") will be held on Tuesday, May 20, 2003 at 8:30 a.m., local
time, at the Company's office located at, 376 Main Street, Bedminster, New
Jersey 07921 for the purpose of considering and acting upon the following
matters:
1. To elect five directors to serve until the next Annual Meeting or until
their respective successors are duly elected and qualified.
2. To ratify the selection of PricewaterhouseCoopers LLP as Independent
Auditors of the Company for the fiscal year ended December 31, 2003.
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment(s), postponement(s) or continuation(s) thereof.
Only stockholders of record and their proxies at the close of business on
April 11, 2003, are entitled to notice of and to vote at the Annual Meeting and
at any and all adjournments, postponements or continuations thereof. A list of
stockholders entitled to vote at the Annual Meeting will be available for
inspection during ordinary business hours by any stockholder for any purposes
germane to the meeting, at the Company's offices at 376 Main Street, Bedminster,
New Jersey 07921, for a period of at least ten days prior to the Annual Meeting
and will also be available for inspection at the Annual Meeting.
All stockholders are cordially invited to attend the Annual Meeting in
person, however, to assure your representation at the Annual Meeting, you are
urged to mark, sign, date and return the enclosed Proxy as promptly as possible
in the envelope enclosed for that purpose. If you attend the Annual Meeting, you
may vote in person even though you returned a Proxy.
By Order of the Board of Directors
/s/ Paul O. Koether
-------------------
Paul O. Koether
Chairman
Date: April 17, 2003
YOUR VOTE IS IMPORTANT
In order to assure your representation at the meeting, you are requested to
complete, sign and date the enclosed Proxy as promptly as possible and return it
in the enclosed envelope.
CORTECH, INC.
376 MAIN STREET
P.O. BOX 74
BEDMINSTER, NEW JERSEY 07921
(908) 234-1881
------------------------
PROXY STATEMENT FOR THE ANNUAL MEETING
MAY 20, 2003
INFORMATION CONCERNING SOLICITATION AND VOTING
General
This Proxy Statement is being furnished to the stockholders of Cortech,
Inc., a Delaware corporation (the "Company"), in connection with the
solicitation of proxies, in the form enclosed, by the Board of Directors of the
Company, for use at the Annual Meeting of Stockholders (the "Annual Meeting") to
be held on Tuesday, May 20, 2003, at 8:30 a.m. at the Company's office located
at, 376 Main Street, Bedminster, New Jersey 07921, and at any and all
adjournments, postponements or continuations thereof, for the purposes set forth
herein and in the accompanying Notice of Annual Meeting of Stockholders. The
Company's telephone number is (908) 234-1881.
These proxy solicitation materials are first being mailed on or about April
17, 2003 to all stockholders entitled to vote at the Annual Meeting.
Voting Rights and Solicitation of Proxies
Only stockholders of record or their duly appointed proxies at the close of
business on April 11, 2003 (the "Record Date"), are entitled to notice of and to
vote at the Annual Meeting. On the Record Date, 3,596,280 shares of the
Company's common stock, $.002 par value per share (the "Common Stock"), were
issued and outstanding. The presence, either in person or by proxy, of the
holders of a majority of the total number of shares of Common Stock outstanding
on the Record Date is necessary to constitute a quorum at the Annual Meeting.
Holders of Common Stock are entitled to one vote, in person or by proxy,
for each share of Common Stock owned on the Record Date.
Valid proxies will be voted in accordance with the instructions indicated
thereon. Absent instructions to the contrary, shares represented by valid
proxies will be voted; (a) FOR Proposal 1 to elect as directors the five
nominees listed under the caption "Election of Directors" and; (b) FOR Proposal
2 to ratify PricewaterhouseCoopers LLP as Independent Auditors for the fiscal
year ended December 31, 2003. No other business is expected to come before the
Annual Meeting but should any other matter requiring a vote of stockholders
properly arise, it is the intention of the persons named in the enclosed form of
proxy to vote such proxy in accordance with their best judgment on such matter.
1
Execution of the enclosed proxy card will not prevent a stockholder from
attending the Annual Meeting and voting in person. Any proxy may be revoked at
any time prior to the exercise thereof by delivering a written revocation or a
new proxy bearing a later date to the Secretary of the Company, 376 Main Street,
P.O. Box 74, Bedminster, New Jersey 07921, or by attending the Annual Meeting
and voting in person. Attendance at the Annual Meeting will not, however, in and
of itself constitute revocation of a proxy.
The cost of soliciting proxies will be borne by the Company. In addition,
the Company will reimburse brokerage firms and other persons representing
beneficial owners of shares for their expenses in forwarding solicitation
materials to such beneficial owners. Proxies may be solicited by certain of the
Company's directors, officers and regular employees, without additional
compensation, personally or by telephone or telegram.
Abstentions and broker "non-votes" are included in the determination of the
number of shares present at the meeting for quorum purposes. An abstention will
have the same effect as a negative vote, but broker "non-votes" are not counted
in the tabulations of the votes cast on proposals presented to stockholders
because shares held by a broker are not considered to be entitled to vote on
matters as to which broker authority is withheld. A broker "non-vote" occurs
when a nominee holding shares for a beneficial owner does not vote on a
particular proposal because the nominee does not have discretionary voting power
with respect to that item and has not received instructions from the beneficial
owner.
PROPOSAL 1
ELECTION OF DIRECTORS
Five directors are to be elected to hold office until the next annual
meeting of stockholders or until their successors are duly elected and
qualified. Unless otherwise indicated, the persons named in the enclosed form of
proxy will vote FOR each nominee named below. The persons nominated for election
have agreed to serve if elected, and management has no reason to believe that
such nominees will be unable to serve. However, in the event that any of such
nominees becomes unable or unwilling to accept nomination or election as a
result of an unexpected occurrence, the shares represented by the enclosed proxy
will be voted for the election of such substitute nominee as management may
propose.
Set forth below is biographical information for the persons nominated for
election to the Board of Directors including information furnished by them as to
their principle occupations at present and for the past five years, certain
directorships held by each, their ages as of April 17, 2003 and the year in
which each director became a director of the Company.
2
Nominees for Directors
Paul O. Koether, 66, Chairman and Director of the Company since September
1998, is principally engaged in the following businesses: (i) as Chairman and
director of Kent Financial Services, Inc. ("Kent") since July 1987 and President
since October 1990 and the general partner since 1990 of Shamrock Associates, an
investment partnership which is the principal stockholder of Kent and (ii)
various positions with affiliates of Kent, including Chairman since 1990 and a
registered representative since 1989 of T. R. Winston & Company, Inc.
("Winston"), a retail broker dealer. Mr. Koether is also the President of Asset
Value Management, Inc. ("AVM"), a wholly owned subsidiary of Kent. AVM is the
sole general partner of Asset Value Fund Limited Partnership ("AVFLP"). Mr.
Koether also has been Chairman since April 1988, President from April 1989 to
February 1997 and director since March 1988 of Pure World, Inc., ("Pure World")
and since December 1994 has been a director and since January 1995 has been
Chairman of Pure World's wholly-owned subsidiary, Pure World Botanicals
Inc.("PWBI") a manufacturer and distributor of natural products. He is also
Chairman and a director of Pure World's principal stockholder, Sun Equities
Corporation, ("Sun") a private company. From July 1992 to January 2000, Mr.
Koether was Chairman of Golf Rounds.com, Inc. ("Golf Rounds") currently a
non-operating company.
James L. Bicksler, Ph.D., 65, Director of the Company since September 1998,
is a Professor of Finance and Economics, School of Business, Rutgers University,
where he has been since 1969.
Diarmuid F. Boran, 43, Nominee for Director, has been an independent
consultant to the pharmaceutical industry since January 2003 and for the periods
from April to October 2001 and from January to March 1999. From October 2001 to
December 2002, Mr. Boran was employed by EMD Pharmaceuticals, Inc., an affiliate
of Merck KGaA, Darmstadt, Germany, most recently as Leader, Oncology Licensing
and Business Development. From May 2000 to September 2000 Mr. Boran served as
Senior Vice President, Business Development for DJ Pharma, Inc. which was then
acquired by Biovail Pharmaceuticals, Inc. Mr. Boran served as Senior Vice
President, Business Development for Biovail until April 2001. From April 1999 to
February 2000 he was Senior Vice President, Business Management for Quintiles,
Inc., a leading contract research organization. And from August 1993 to December
of 1998. Mr. Boran was employed by the Company principally as Vice President,
Corporate Development and Planning.
Sheri Perge Stettner, 45, Director of the Company since November 1999, is a
Principal at Lend Lease Real Estate Investments in their Mortgage Capital Group.
In this role since May 2001, Ms. Perge Stettner directs the portfolio
acquisition on behalf of Lend Lease as well as the development and on-going
operation of a national correspondent program. Between December 1996 and March
2001, Ms. Perge Stettner served with GE Capital Real Estate as Director of Loan
Acquisition and Director of Marketing. Prior to GE Capital, she held several
positions with Crown NorthCorp and it's predecessor NorthCorp Realty Advisors,
Inc. from March 1990 through December 1996. These positions included Director of
Contracting, Senior Marketing Manager and Director of Corporate Marketing.
3
Qun Yi Zheng, Ph.D., 45, Director of the Company since August 2000, has
been Executive Vice President and Director of Science and Technology at PWBI
since March 1996, and since November 2000, a director of Kent. From January 1995
to March 1996, Dr. Zheng was Technical Manager at Hauser Nutraceuticals, a
division of Hauser Chemicals, Inc., a manufacturer and distributor of
nutraceuticals.
Board Meetings and Committees
During the fiscal year ended December 31, 2002, the Board of Directors held
four meetings. The Board currently has an Audit Committee composed of Ms. Perge
Stettner, as Chairman and Dr. Bicksler. The Audit Committee meets with the
Company's independent auditors at least quarterly to review the Company's
internal controls, accounting practices and procedures, and results of
operations. The Audit Committee is responsible for recommending to the Board the
independent auditors to be retained. The Audit Committee held four meetings
during 2002. The Board also has a Compensation Committee composed of Dr.
Bicksler, as Chairman and Ms. Perge Stettner. The Compensation Committee is
responsible for reviewing and determining compensation. The Compensation
Committee held one meeting during 2002.
During the year ended December 31, 2002, each Board member attended all of
the meetings of the Board and of the committees on which they served, held
during the period for which each was a director or committee member,
respectively, except Dr. Zheng missed one Board Meeting and Dr. Bicksler missed
two Audit Committee meetings.
Director's Fees
Directors who are not employees of the Company receive a monthly fee of
$500 plus $1,000 for each day of attendance at board and committee meetings and
$500 for each day of attendance telephonically at board and committee meetings.
During 2002, the Company paid directors fees in the aggregate amount of $40,500.
PROPOSAL 2
RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
PricewaterhouseCoopers LLP ("PWC") served as the Company's independent
public auditors for the fiscal year ended December 31, 2002, and the Board of
Directors, upon the recommendation of the Audit Committee, has appointed PWC to
be the Company's independent auditors for 2003. Although not required to do so,
upon the recommendation of the Audit Committee, the Board is submitting to the
shareholders for ratification at this meeting the appointment of PWC as its
independent auditors for 2003. The Company expects that the stockholders will
approve this proposal, but if the proposal is not approved, the Board will
revisit its decision to appoint PWC as the Company's independent auditors for
2003. It is not expected that a representative of PWC will be present at the
Annual Meeting.
4
The services to be provided by PWC in 2003 will include performing the audit of
the 2003 financial statements and reviewing quarterly reports. PWC, a nationally
known firm, has no direct or indirect interest in the Company.
Audit Fees
The aggregate fees billed to the Company by PWC for professional services
rendered for the audit of the Company's annual financial statements for 2002 and
the reviews of the financial statements included in the Company's Forms 10-QSB
for 2002 were $19,000.
Financial Information Systems Design and Implementation Fees
PWC did not render any services to the Company during 2002 related to
financial information systems design and implementation. Therefore, the Company
was not billed for any services of that type.
All Other Fees
PWC did not render any other services to the Company during 2002 and
accordingly the Company was not billed any other fees.
AUDIT COMMITTEE REPORT
The Audit Committee consists of two directors, each of whom is independent
as that term is defined in Rule 4200 (a)(14) of the National Association of
Securities Dealers' Marketplace Rules. A brief description of the
responsibilities of the Audit Committee is set forth above under the caption
"Board Meetings and Committees." A copy of the Audit Committee Charter is
attached hereto in Appendix A.
The Audit Committee has received and discussed the Company's audited
financial statements for fiscal 2002 with the management of the Company. The
Audit Committee has discussed with PricewaterhouseCoopers LLP, the Company's
independent public accountants, the matters required to be discussed by
Statement on Auditing Standards No. 61 (as modified and supplemented). The
Company also has received the written disclosure and letter from
PricewaterhouseCoopers LLP required by Independence Standards Board Standard No.
1 (as modified and supplemented), and has discussed with PricewaterhouseCoopers
LLP its independence.
Based on the review and discussions referred to above the Audit Committee
recommended to the Board of Directors that the Company's audited financial
statements be included in the Company's Annual Report on Form 10-KSB for the
year ended December 31, 2002 for filing with the Securities and Exchange
Commission.
The Audit Committee
Sheri Perge Stettner, Chairman
James L. Bicksler, Ph.D.
5
BENEFICIAL OWNERSHIP
Security Ownership of Officers, Directors,
Nominees and Certain Stockholders
The following table sets forth the beneficial ownership of Common Stock of
the Company as of the March 31, 2003, by each person who was known by the
Company to beneficially own more than 5% of the Common Stock, by each current
director and Nominee and by all current directors, Nominees and officers as a
group:
Number of Shares Approximate
Name and Address of of Common Stock Percent
Beneficial Owner Beneficially Owned(1) of Class
-------------------- --------------------- ------------
Asset Value Fund Limited 1,598,238 44.44%
Partnership (2)
376 Main Street
PO Box 74
Bedminster, NJ 07921
Paul O. Koether (2) (3) 1,748,238 47.30%
211 Pennbrook Road
PO Box 97
Far Hills, NJ 07931
James L. Bicksler 20,000 *
96 Inwood Ave
Upper Montclair, NJ 07043
Diarmuid F. Boran 300 *
300 Bear Creek Path
Morrisville, NC 27560
Sheri Perge Stettner 22,000 *
12630 Breckenridge
Dallas, TX 75230
Qun Yi Zheng 20,000 *
375 Huyler Street
South Hackensack, NJ 07606
John W. Galuchie, Jr.(2) (3) 1,698,238 45.94%
376 Main Street
PO Box 74
Bedminster, NJ 07921
6
Number of Shares Approximate
Name and Address of of Common Stock Percent
Beneficial Owner Beneficially Owned(1) of Class
---------------------- --------------------- ------------
Sue Ann Itzel (2) (3) 1,648,238 45.20%
376 Main Street
PO Box 74
Bedminster, NJ 07921
Biotechnology Value Fund(4) 725,606 20.18%
227 West Monroe Street
Suite 4800
Chicago, IL 60606
All directors and officers 1,960,538 50.19%
as a group (7 persons)
-----------------------------------
* Represents less than one percent.
(1) This table is based upon information supplied by the Company's
officers, directors and principal stockholders and Schedule 13D filed
with the Securities and Exchange Commission (the "SEC"). Unless
otherwise indicated in the footnotes to this table and subject to
community property laws where applicable, the Company believes that
each of the stockholders named in this table has sole voting and
investment power with respect to the shares indicated as beneficially
owned. Applicable percentages are based on 3,596,280 shares
outstanding on March 31, 2003, adjusted as required by rules
promulgated by the SEC. Included in such number of shares beneficially
owned are shares subject to options currently exercisable or becoming
exercisable within 60 days: Paul O. Koether (100,000); John W.
Galuchie, Jr. (100,000); James L. Bicksler (20,000); Sheri Perge
Stettner (20,000); Qun Yi Zheng (20,000); Sue Ann Itzel (50,000); and
all directors and officers as a group (310,000).
(2) The sole general partner of Asset Value Fund Limited Partnership
("Asset Value") is Asset Value Management, Inc. ("AVM"), a Delaware
corporation and wholly-owned subsidiary of Kent Financial Services
Inc. ("Kent"), a Delaware corporation. Mr. Koether is the Chairman and
President of Kent and the President of AVM. Mr. Galuchie is the
Executive Vice President and Treasurer of Kent and Vice President,
Secretary and Treasurer of AVM and Ms. Itzel is the Assistant
Secretary and Assistant Treasurer of AVM and Secretary of Kent.
(3) Includes 1,598,238 shares held by Asset Value. Mr. Koether, Mr.
Galuchie and Ms. Itzel disclaim beneficial ownership of those shares.
(4) According to Form 4 filed on December 10, 2001 on behalf of
Biotechnology Value Fund L.P., Biotechnology Value Fund II L.P., BVF
Partners L.P., BVF, Inc., and BVF Investments L.L.C. (collectively
"Biotechnology Value Fund").
7
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act as amended and the regulations
and rules promulgated thereunder require that the Company's officers, directors
and persons who own more than ten percent of a registered class of the Company's
equity securities ("Principal Owners"), (i) file reports of ownership and
changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange
Commission and the National Association of Securities Dealers and (ii) furnish
copies of these filings to the Company.
Based solely on the Company's review of the copies of such forms it has
received and representations from certain reporting persons that they were not
required to file Forms 5 for specified fiscal years, the Company believes that
all its officers, directors and Principal Owners complied with all filing
requirements applicable to them with respect to transactions during 2002.
EXECUTIVE COMPENSATION
The table below sets forth for the fiscal years ended December 31, 2002,
2001 and 2000, the compensation of any person who, as of December 31, 2002, was
an Executive Officer of the Company or with annual compensation in excess of
$100,000 ("Executive Officers").
Summary Compensation Table
Long-Term Compensation
Annual Compensation Award
------------------------- ---------------------------
Securities
Name and Underlying All Other
Principal Position Year Salary Bonus Options Compensation
- ------------------ ---- ------ ----- ------------ ------------
Paul O. Koether (1) 2002 $ - $ - - $ -
Chief Executive 2001 - - - -
Officer and 2000 - - 150,000 -
Chairman of the Board
John W. Galuchie, Jr. (1) 2002 $ - $ - - $ -
President 2001 - - - -
2000 - - 100,000 -
Sue Ann Itzel (1) 2002 $ - $ - - $ -
Treasurer (Principal 2001 - - - -
Financial and Accounting 2000 - - 50,000 -
Officer)
8
(1) Mr. Koether, Mr. Galuchie and Ms. Itzel were elected to their current
positions on September 20, 1998 and receive no compensation or fees
for their services.
Stock Option Grants and Exercises
During 2000, 300,000 options were granted to the Named Executive
Officers.
The table below contains information concerning the fiscal year-end
value of unexercised options held by the Executive Officers.
Fiscal Year-End Options Values
-----------------------------------------------------
Value of Unexercised
Number of Unexercised In-the-Money
Options at 12/31/02 Options at 12/31/02
Exercisable/Unexercisable Exercisable/Unexercisable
Name
Paul O. Koether 100,000 / - $ - / -
John W. Galuchie, Jr. 100,000 / - - / -
Sue Ann Itzel 50,000 / - - / -
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Indemnification
The Company's Certificate of Incorporation and Bylaws provide, among other
things, that the Company will indemnify each officer or director, under the
circumstances and to the extent provided for therein, for expenses, damages,
judgments, fines and settlements he may be required to pay in actions or
proceedings to which he is or may be made a party by reason of his position as a
director, officer or other agent of the Company, and otherwise to the full
extent permitted under Delaware law.
Management Fee
A management fee of $15,000 per month is paid to Asset Value Fund Limited
Partnership for management services performed for the Company. Management
services include, among other things, SEC filings, negotiations, evaluating
merger and acquisition proposals, licensing, accounting and shareholder
relations. The Company believes that the management fee is materially less than
the cost for the Company to perform these services.
9
STOCKHOLDERS' PROPOSALS
Any stockholder who desires to present proposals to the next annual meeting
and to have such proposals set forth in the proxy statement mailed in
conjunction with such annual meeting must submit such proposals to the Company
not later than December 26, 2003. All stockholder proposals must comply with
Rule 14a-8 promulgated by the Securities and Exchange Commission.
ADDITIONAL INFORMATION
A copy of the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2002 accompanies this Proxy Statement.
Your cooperation in promptly marking, signing, dating and mailing the
enclosed proxy card will be greatly appreciated.
By Order of the Board of Directors
/s/ Paul O. Koether
-------------------
Paul O. Koether
Chairman
Dated: April 17, 2003
10
APPENDIX A
CORTECH, INC. AUDIT COMMITTEE CHARTER
-------------------------------------
Introduction
------------
This Audit Committee Charter ("Charter") has been adopted by the Board of
Directors (the "Board") of Cortech, Inc. (the "Company"). The Audit Committee of
the Board (the "Committee") shall review and reassess this Charter annually and
recommend any proposed changes to the Board for approval.
The Committee assists the Board in fulfilling its responsibility for
oversight of the quality and integrity of the accounting, auditing, internal
control and financial reporting practices of the Company. It may also have such
other duties as may from time to time be assigned to it by the Board.
The membership of the Committee shall consist of at least two directors,
who are each free of any relationship that, in the opinion of the Board, may
interfere with such member's individual exercise of independent judgment. Each
Committee member shall also meet the independence and financial literacy
requirements for serving on audit committees, and at least one member shall have
accounting or related financial management expertise, all as set forth in the
applicable rules of NASDAQ.
The Committee shall maintain free and open communication with the
independent auditors, and Company management. In discharging its oversight role,
the Committee is empowered to investigate any matter relating to the Company's
accounting, auditing, internal control or financial reporting practices brought
to its attention, with full access to all Company books, records, facilities and
personnel. The Committee at Company expense may retain outside counsel, auditors
or other advisors as the Committee may deem appropriate.
One member of the Committee shall be appointed as chair. The chair shall be
responsible for leadership of the Committee, including scheduling and presiding
over meetings, preparing agendas, and making regular reports to the Board. The
chair will also maintain regular liaison with the CEO, CFO and the lead
independent audit partner.
The Committee shall meet at least four times a year, or more frequently as
the Committee considers necessary. At least once each year the Committee shall
have separate private meetings with the independent auditors and management.
Responsibilities
----------------
Although the Committee may wish to consider other duties from time to time,
the general recurring activities of the Committee in carrying out its oversight
role are described below. The Committee shall be responsible for:
A-1
a. Recommending to the Board the independent auditors to be retained (or
nominated for stockholder approval) to audit the financial statements of the
Company. Such auditors are ultimately accountable to the Board and the
Committee, as representatives of the stockholders.
b. Evaluating, together with the Board and management, the performance of
the independent auditors and, where appropriate, replacing such auditors.
c. Obtaining annually from the independent auditors a formal written
statement describing all relationships between the auditors and the Company,
consistent with Independence Standards Board Standard Number 1. The Committee
shall actively engage in a dialogue with the independent auditors with respect
to any relationships that may impact the objectivity or independence of the
auditors and shall take, or recommend that the Board take, appropriate actions
to oversee and satisfy itself as to the auditors' independence.
d. Reviewing the audited financial statements and discussing them with
management and the independent auditors. These discussions shall include the
matters required to be discussed under Statement of Auditing Standards No. 61
and consideration of the quality of the Company's accounting principles as
applied in its financial reporting, including a review of particularly sensitive
accounting estimates, pricing of securities held by the Company, reserves and
accruals, judgmental areas, audit adjustments (whether or not recorded), and
other such inquiries as the Committee or the independent auditors shall deem
appropriate. Based on such review, the Committee shall make its recommendation
to the Board as to the inclusion of the Company's audited financial statements
in the Company's Annual Report on Form 10-KSB and any Annual Report to
Shareholders.
e. Issuing annually a report to be included in the Company's proxy
statement as required by the rules of the Securities and Exchange Commission.
f. Overseeing the relationship with the independent auditors, including
discussing with the auditors the nature and rigor of the audit process,
receiving and reviewing audit reports, and providing the auditors full access to
the Committee (and the Board) to report on any and all appropriate matters.
g. Discussing with a representative of management and the independent
auditors: (1) the interim financial information contained in the Company's
Quarterly Reports on Form 10-QSB prior to their filing, (2) earnings
announcements prior to release (if practicable), and (3) the results of the
review of any such information by the independent auditors. (These discussions
may be held with the Committee as a whole or with the Committee chair, either in
person or by telephone.)
h. Discussing with management, and the independent auditors the quality and
adequacy of and compliance with the Company's internal controls.
A-2
i. Discussing with management and/or Company counsel any legal matters
(including the status of pending litigation) that may have a material impact on
the Company's financial statements, and any material reports or inquiries from
regulatory or governmental agencies.
j. Reviewing management "conflict of interest" transactions.
The Committee's job is one of oversight. Management is responsible for the
preparation of the Company's financial statements and the independent auditors
are responsible for auditing those financial statements. The Committee and the
Board recognize that management and the independent auditors have more resources
and time, and more detailed knowledge and information regarding the Company's
accounting, auditing, internal control and financial reporting practices than
the Committee does. Accordingly the Committee's oversight role does not provide
any expert or special assurance as to the financial statements and other
financial information provided by the Company to its stockholders and others.
A-3
CORTECH, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS, MAY 20, 2003
The undersigned hereby appoints Paul O. Koether and John W. Galuchie, Jr., or
either of them, as proxies with full power of substitution to vote all shares of
common stock, par value $.002 per share, of Cortech, Inc., which the undersigned
is entitled to vote with all powers the undersigned would possess if personally
present, at the Annual Meeting of Stockholders of Cortech, Inc. to be held on
Tuesday, May 20, 2003 and at any adjournment(s), postponement(s) or
continuation(s) thereof. The proxies are instructed on the reverse side. In
their discretion, the proxies are authorized to vote upon such other business as
may properly come before the Annual Meeting and any adjournment(s),
postponement(s) or continuation(s) thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS MADE HEREIN. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED
BY THIS PROXY WILL BE VOTED "FOR" EACH OF THE PERSONS NAMED HEREON AS A
DIRECTOR, "FOR" THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
AUDITORS AND "FOR" SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING AS THE
PROXY HOLDERS DEEM ADVISABLE. BY MARKING, SIGNING, DATING AND RETURNING THIS
PROXY, THE UNDERSIGNED HEREBY REVOKES ALL PRIOR PROXIES.
A proxy submitted which either gives no direction or which "abstains" on all
issues, will be counted for the purpose of determining whether a quorum is
present at the Annual Meeting.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
(continued and to be signed on the other side)
A Election of Directors
1. To elect the nominees whose names appear below as directors until the next
Annual Meeting or until their successors are duly elected and qualified.
The Board of Directors recommends a vote FOR the listed nominees.
For Withhold For Withhold
01 - Paul O. Koether 04 - Sheri Perge Stettner
02 - James L. Bicksler, Ph.D. 05 - Qun Yi Zheng, Ph.D.
03 - Diarmuid F. Boran
B Issues
The Board of Directors recommends a vote FOR the following proposals.
For Against Abstain
2. To ratify the selection
of PricewaterhouseCoopers LLP as
Independent Auditors of the Company for
the fiscal year ended December 31, 2003.
3. In their discretion, the proxies are authorized
to vote upon such other business as may
properly come before the meeting.
C Authorized Signatures - Sign Here - This section must be completed for
your instructions to be executed.
IMPORTANT: Signature(s) should agree with name(s) as printed on this proxy. When
shares are held by Joint Tenants, both should sign. 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.
Signature 1 - Please keep signature within the box Signature 2 - Please keep signature within the box Date (mm/dd/yyyy)
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