SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant X
_____
Filed by a Party other than the Registrant _____
Check the appropriate box:
_____ Preliminary Proxy Statement
_____ Confidential, for use of the Commission only (as
permitted by Rule 14a-6(e)(2)
X Definitive Proxy Statement
_____ Definitive Additional Materials
_____ Soliciting Material Under Rule 14a-12
Igene Biotechnology, Inc.
________________________________________________
(Name of Registrant as Specified in Its Charter)
N/A
_________________________________________________________________
(Name of Person(s) Filing Proxy Statement,
if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required
_____ Fee computed on table below per Exchange Act Rules
14a-6(I)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:
______________________________________________________
(2) Aggregate number of securities to which transaction
applies:
______________________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and
state how it was determined):
_______________________________________________________
(4) Proposed maximum aggregate value of transaction:
_______________________________________________________
(5) Total fee paid:
_______________________________________________________
_____ Fee paid with preliminary materials:
_______________________________________________________
_____ Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11 (a)(2) and
identify the filing for which the offsetting fee
was paid previously. Identify the previous filing
by registration statement number, or the form or
schedule and the date of its filing.
(1) Amount previously paid:
_______________________________________________________
(2) Form, Schedule or Registration Statement No.:
_______________________________________________________
(3) Filing Party:
_______________________________________________________
(4) Date Filed:
_______________________________________________________
IGENE BIOTECHNOLOGY, INC.
Notice Of Annual Meeting Of Stockholders
To Be Held July 16, 2002
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders of IGENE Biotechnology, Inc. (the "Company") will be
held at the offices of Kimelman & Baird, LLC, 100 Park Avenue,
21st floor, New York, New York 10017 at 10:30 a.m. local time on
July 16, 2002 for the following purposes:
1. To elect eight (8) Directors.
2. To approve the appointment of Stegman & Company as
independent auditors of the Company for the fiscal year
ending December 31, 2002.
3. To transact such other business as may properly come
before the meeting, or any adjournment thereof.
Stockholders of record at the close of business on May 20,
2002, shall be entitled to notice of, and to vote at, the
meeting.
By order of the Board of Directors,
/s/Stephen F. Hiu
__________________________________
Stephen F. Hiu
President
Dated: Columbia, Maryland
May 31, 2002
IMPORTANT: PLEASE FILL IN, DATE, SIGN AND MAIL PROMPTLY THE
ENCLOSED PROXY IN THE POSTAGE-PAID ENVELOPE PROVIDED TO ASSURE
THAT YOUR SHARES ARE REPRESENTED AT THE MEETING.
IGENE BIOTECHNOLOGY, INC.
9110 RED BRANCH ROAD
COLUMBIA, MARYLAND 21045
PROXY STATEMENT
The accompanying Proxy is solicited by the Board of
Directors of IGENE Biotechnology, Inc., a Maryland corporation
(the "Company"), for use at the Annual Meeting of Stockholders
(the "Meeting") to be held on July 16, 2002, or any adjournment
thereof, at which stockholders of record at the close of business
on May 20, 2002 (the "Record Date") shall be entitled to vote.
Proposals of stockholders intended to be presented at the
Company's 2003 Annual Meeting of Stockholders must be received by
the Company no later than 5:00 P.M. local time on March 3, 2003,
to be eligible for inclusion in the Company's Proxy Statement and
form of Proxy to be used in connection with such meeting.
The cost of solicitation of proxies will be borne by the
Company. The Company may use the services of its directors,
officers, employees and others to solicit proxies, personally or
by telephone. Arrangements may also be made with brokerage
houses and other custodians, nominees, fiduciaries and
stockholders of record to forward solicitation material to the
beneficial owners of stock held of record by such persons. The
Company may reimburse such solicitors for reasonable out-of-
pocket expenses incurred by them in soliciting, but no
compensation will be paid for their services.
Each proxy executed and returned by a stockholder may be
revoked at any time before it is voted by timely submission of
written notice of revocation or by submission of a duly executed
proxy bearing a later date (in either case directed to the
Secretary of the Company at the above address) or, if a
stockholder is present at the Meeting, he may elect to revoke his
proxy by voting his shares in person at the meeting.
There is being mailed herewith to each stockholder of record
the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2001, as well as a copy of Form 10-QSB for the
period ended March 31, 2002. The Notice, Proxy Statement and
enclosed form of Proxy will be mailed to stockholders beginning
May 31, 2002, the date of this Proxy Statement.
On the Record Date, the Company had 75,848,600 shares of
Common Stock outstanding and entitled to vote with respect to all
matters to be acted upon at the Meeting. Each holder of Common
Stock is entitled to one vote for each share of stock held by
such holder.
On the Record Date, the Company also had 26,405 shares of 8%
Cumulative Preferred Stock ("Series A Preferred Stock")
outstanding and entitled to vote with respect to all matters to
be acted upon at the Meeting. Each holder of Series A Preferred
Stock is entitled to two votes for each share of Preferred Stock
held by such holder. Holders of record of outstanding Common
Stock and Series A Preferred Stock will be entitled to vote
together as a single class on all matters to be voted on at the
Meeting.
Pursuant to the terms of the Company's Series A Preferred
Stock, as a consequence of the non-payment of dividends on such
stock for more than the past four consecutive dividend payment
dates, the holders of Series A Preferred Stock voting together as
a single class are entitled to elect two directors, in accordance
with the procedures set forth in the Charter and by-laws of the
Company. To date, the holders of the Series A Preferred Stock
have not exercised such right. In the event they exercise their
right, the Board would be expanded to eight directors.
The presence of holders representing a majority of all the
votes entitled to be cast at the meeting will constitute a quorum
at the meeting. In accordance with Maryland law, abstentions, but
not broker non-votes, are counted for purposes of determining the
presence or absence of a quorum for the transaction of business.
Each item on the agenda must receive the affirmative vote of a
majority of the voting power voted at the meeting in order to
pass. Abstentions and broker non-votes are not counted in
determining the votes cast with respect to any of the matters
submitted to a vote of stockholders.
It is expected that the following business will be
considered at the meeting and action taken thereon:
ELECTION OF DIRECTORS
Pursuant to the Bylaws of the Company and as permitted by
the Company's charter, the number of Directors of the Company has
been set at 8 members. It is proposed to elect eight Directors at
this Meeting to hold office for a one-year term until the 2003
Annual Meeting of Stockholders and until their respective
successors are duly elected and qualify. Each of the persons
listed below has been nominated for election to the Board of
Directors of the Company at the Annual Meeting. All, but one, of
the nominees listed below are presently Directors of the Company.
If some unexpected occurrence should make necessary, in the Board
of Directors' judgment, the substitution of some other person or
persons for any of the nominees, shares for which proxies have
been granted will be voted for such other person or persons as
the Board of Directors may select. The Board of Directors is not
aware that any current Director, or nominee, may be unable or
unwilling to serve as a Director. The following table sets forth
certain information with respect to the nominees:
NOMINEES FOR ELECTION
Name Age Position(s) with IGENE
_____________________ ___ __________________________________
Michael G. Kimelman 63 Chairman of the Board of Directors
Thomas L. Kempner 74 Vice Chairman of the Board of
Directors
Stephen F. Hiu 45 Director, President, Chief
Technical Officer, and Director
of Research and Development
Patrick F. Monahan 51 Director, Vice-President,
Secretary, and
Director of Manufacturing
Joseph C. Abeles 87 Director
John A. Cenerazzo 78 Director
Sidney R. Knafel 71 Director
Stein G. Ulve 36 Chief Executive Officer
MICHAEL G. KIMELMAN was elected a Director of the Company in
February 1991 and Chairman of the Board of Directors in March
1991. He is the Managing Partner of Kimelman & Baird, LLC. Mr.
Kimelman is currently a Director of the Harness Horse Breeders of
New York State and serves on the Board of the Hambletonian
Society.
THOMAS L. KEMPNER is Vice Chairman of the Board of Directors and
has been a Director of the Company since its inception in October
1981. He is and has been Chairman and Chief Executive Officer of
Loeb Partners Corporation, investment bankers, New York, and its
predecessors since February 1978. He is currently a Director of
Alcide Corporation, CCC Information Services Group, Inc., Dyax,
Fuel Cell Energy, Inc., Insight Communications Co., and
Intermagnetics General Corp. He is a Director Emeritus of
Northwest Airlines, Inc.
STEPHEN F. HIU was appointed Chief Technical Officer in 2002, as
well as President and Treasurer in March 1991, and elected a
Director in August 1990. He has been Director of Research and
Development since January 1989 and, prior thereto, was Senior
Scientist since December 1985, when he joined the Company. He was
a post-doctoral Research Associate at the Virginia Polytechnic
Institute and State University, Blacksburg, Virginia, from
January 1984 until December 1985. Dr. Hiu holds a Ph.D. degree in
microbiology from Oregon State University and a B. S. degree in
biological sciences from the University of California, Irvine.
PATRICK F. MONAHAN was appointed Vice-President in 2002, as well
as Director of Manufacturing and elected a Director of Igene in
April 1991 and was elected Secretary in September 1998. He has
managed the Company's fermentation pilot plant since 1982, and
the Company's manufacturing operations since their inception in
1998. Prior thereto, he was a technical specialist in the
fermentation pilot plant of W.R. Grace and Co. from 1975 to 1982.
He received an Associate in Arts degree in biology from Allegheny
Community College and a B. S. degree in biology with a minor in
Chemistry from Frostburg State College, Frostburg, Maryland.
JOSEPH C. ABELES, private investor, was elected Director of the
Company on February 28, 1991. Mr. Abeles is a Director Emeritus
of Intermagnetics General Corporation, Director Emeritus of
Bluegreen Corporation, and also serves as a Director of Ultralife
Batteries, Inc.
JOHN A. CENERAZZO was Chairman of the Board from November 1989 to
April 1991. He served as President of the Company from August
1988 through September 1989 and has been a Director since
September 1987. He is a Director of U.S. Axle Corporation, Penn
Securities, Inc., and Investors Trust, Inc.
SIDNEY R. KNAFEL, a Director of the Company since 1982, has been
Managing Partner of SRK Management Company, a private investment
concern, New York, since 1981, Chairman of Insight
Communications, Inc. since 1985, and of BioReliance Corporation
since 1982. He is currently a Director of General American
Investors Company, Inc., NTL Incorporated, and various private
companies.
STEIN G. ULVE was appointed Chief Executive Officer of Igene in
December 2001. He has a master's degree in international finance
from the London School of Economics. He also maintains a long
list of experiences in managing companies in the seafood
processing and aquaculture industry, as well as within the feed
and food ingredients area.
Committees Of The Board Of Directors
The Company has two standing committees of the Board of
Directors, the Audit Committee and the Compensation Committee.
The Company does not have a standing nominating committee. Set
forth below is a description of the functions of each of the
Company's standing committees and the members of the Board of
Directors who serve on such committees.
Audit Committee
The responsibilities of the Audit Committee include
recommending to the Board of Directors the independent certified
public accountants to conduct the annual audit of the books and
accounts of the Company, reviewing the proposed scope of the
audit and approving the audit fees to be paid. The Audit
Committee also reviews, with the independent certified public
accountants and with the Company's management, the adequacy and
effectiveness of the internal auditing, accounting and financial
controls of the Company. Messrs. Kimelman, Abeles, and Cenerazzo
were appointed as members of the Audit Committee on February 1,
2001 and are currently serving as members of the Audit Committee.
All of the members of the audit committee are independent
directors as defined in Rule 4200 (a) (14) of the NASD's listing
standards. Prior to February 1, 2001, the Board of Directors
performed the functions of the audit committee. On February 1,
2001, the Company's Board of Directors adopted a written charter
for its Audit Committee. There was 1 meeting in 2002 for the
purpose of reviewing and reporting on the 2001 financial
statements as noted below.
Audit Committee Report
The audit committee has reviewed and discussed the fiscal
year 2001 audited financial statements with management, and has
discussed with the independent auditors the matters required to
be discussed by SAS 61 "Communication With Audit Committees"
issued by the Auditing Standards Board of the American Institute
of Certified Public Accountants ("AICPA"), as modified or
supplemented, and has received the written disclosures and the
letter from the independent auditors required by AICPA
Independence Standards Board Standard No. 1 "Independence
Discussions with Audit Committees", as modified or supplemented,
and has discussed with the independent auditor the auditors'
independence.
Based on the review and discussions referred to in the
previous paragraph, the audit committee recommended to the Board
of Directors that the audited financial statements be included in
the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2001.
Signed:
The Audit Committee
/s/ Michael G. Kimelman
_____________________________
Michael G. Kimelman
/s/ Joseph C. Abeles
_____________________________
Joseph C. Abeles
/s/ John A. Cenerazzo
_____________________________
John A. Cenerazzo
Compensation Committee
The Compensation Committee approves the salaries of all
officers and certain other employees of the Company. It also
supervises the administration of all benefit plans and other
matters affecting executive compensation, subject to further
approval of the Board of Directors. The members of the
Compensation Committee during 2001 were Messrs. Thomas L.
Kempner and Sidney R. Knafel. The Compensation committee held 2
meetings during 2001 in regards to the hiring of Mr. Stein Ulve,
Mr. Per Benjaminsen, and Mr. Edward Weisberger.
Board Compensation
During 2001, Directors were not compensated for their Board
or Committee activities. The Board of Directors held 4 meetings
in 2001. No Director of the Company attended fewer than 75% of
the total number of meetings held by the Board and by all
committees of the board on which he served during 2001.
Executive Compensation
During the last three completed fiscal years, no executive
officer's annual cash compensation exceeded $100,000, and the
Company did not have a Chief Executive Officer. The functions
of chief executive officer were performed by Igene's Board of
Directors acting as a group during that period. As of December
31, 2001, with the purchase of ProBio and the hiring of Mr. Stein
Ulve, Mr. Per Benjaminsen, and Mr. Edward Weisberger, each of
them will receive an annual salary of $100,000 during 2002.
Security Ownership Of Certain Beneficial Owners And Management
The following table sets forth information as of May 1, 2002
with respect to beneficial ownership of shares of Igene's
outstanding common stock and preferred stock by (i) each person
known to Igene to own or beneficially own more than five percent
of its common stock or preferred stock, (ii) each director and
each named executive officer, and (iii) all directors and
officers as a group.
Common Stock Preferred Stock
_________________________ ________________________
Number of Number of
Name and Address Shares Percent * Shares Percent
___________________________ _____________ __________ __________ _________
Directors and officers
___________________________
Joseph C. Abeles 15,012,789(1) 16.92 7,375 27.93
220 E. 42nd Street
New York, NY 10017
John A. Cenerazzo 1,912,456(2) 2.47 --- ---
P.O. Box 4067
Reading, PA 19606
Stephen F. Hiu 5,065,300(3) 6.27 --- ---
9110 Red Branch Road
Columbia, MD 21045
Thomas L. Kempner 103,804,365(4) 64.16 --- ---
61 Broadway
New York, NY 10006
Michael G. Kimelman 15,321,950(5) 17.04 --- ---
100 Park Avenue
New York, NY 10017
Sidney R. Knafel 102,587,578(6) 64.02 --- ---
810 Seventh Avenue
New York, NY 10019
Patrick F. Monahan 3,064,400(7) 3.89 --- ---
9110 Red Branch Road
Columbia, MD 21045
Stein G. Ulve 4,000,000(11) 5.27 --- ---
9110 Red Branch Road
Columbia, MD 21045
Per A. Benjaminsen 4,000,000(12) 5.27 --- ---
9110 Red Branch Road
Columbia, MD 21045
Edward J. Weisberger 2,500,000(13) 3.19 --- ---
9110 Red Branch Road
Columbia, MD 21045
All Directors and Officers 257,268,638(8) 90.18 7,375 27.93
as a Group (10 persons)
Others
______
Thomas R. Grossman 4,192,149(9) 5.42 --- ---
461 Grant Road
North Salem, NY 10560
Fraydun Manocherian 7,905,135(10) 9.87 --- ---
3 New York Plaza
New York, NY 10004
Fermic, S.A. de C.V. 5,043,019(14) 6.65 --- ---
Reforma No. 873
Colonia San Nicolas Tolentino
Iztapalapa - 09850, Mexico, D.F.
__________________________________
* Under the rules of the Securities and Exchange Commission, the
calculation of the percentage assumes for each person that only
that person's rights, warrants, options or convertible notes or
preferred stock are exercised or converted, and that no other
person exercises or converts outstanding rights, warrants,
options or convertible notes or preferred stock.
1. Includes the following: 2,109,404 shares; 2,250 shares
issuable upon the conversion of 1,125 shares of preferred
stock; 3,782,083 shares issuable upon the conversion of
$311,663 of long-term notes issued by Igene; and 9,093,427
warrants held by Mr. Abeles. Also includes 4,140 shares, and
12,500 shares issuable upon conversion of 6,250 shares of
preferred stock and 8,985 warrants held by Mr. Abeles' wife.
2. Includes the following: 283,458 shares; 32,750 options
currently exercisable; 492,321 shares issuable upon the
conversion of $40,622 of long-term notes issued by Igene; and
1,103,513 warrants held by Mr. Cenerazzo. Also includes 414
shares held by Mr. Cenerazzo's wife.
3. Includes the following: 65,300 shares; and 5,000,000 options
currently exercisable held by Dr. Hiu.
4. Includes 386,972 shares and 536,920 warrants held by Mr.
Kempner. Also includes 8,661,245 shares, 8,222,978 shares
subject to the conversion of notes issued by Igene; and
32,832,728 warrants held by a trust under which Mr. Kempner
is one of two trustees and the sole beneficiary. Also includes
8,621,247 shares; 8,222,978 shares subject to the conversion
of notes issued by Igene; and 32,811,126 warrants held a trust
under which Mr. Kempner is one of two trustees and one of his
brothers is the sole beneficiary. Also includes 1,147,667
shares subject to the conversion of $79,200 of notes issued
by Igene; and 2,079,411 warrants held by trusts under which
Mr. Kempner is one of two trustees and is a one-third
beneficiary. Also includes 182,526 shares and 98,565 warrants
held by Mr. Kempner's wife.
5. Includes 1,264,360 shares; 7,000,000 options currently
exercisable, 804,568 shares subject to the conversion of
$63,070 of notes issued by Igene; and 6,253,022 warrants held
directly or indirectly by Mr. Kimelman.
6. Includes 18,190,551 shares; 16,929,532 shares subject to
the conversion of notes issued by Igene; and 67,467,495
warrants owned or beneficially owned by Mr. Knafel that are
currently exercisable.
7. Includes 64,200 shares; and 3,000,000, options currently
exercisable held by Mr. Monahan.
8. Includes 47,833,817 shares of common stock; 14,750 shares
issuable upon the conversion of 7,375 shares of preferred
stock; 17,532,750 options currently exercisable; 39,602,129
shares issuable upon the conversion of notes issued by Igene;
and 152,285,192 warrants that are currently exercisable.
9. Includes 2,753,399 shares of common stock and 1,438,750
warrants that are currently exercisable.
10. Includes 3,455,025 shares of common stock owned or
beneficially owned by Mr. Manocherian and 4,450,110 warrants
held or beneficially owned by Mr. Manocherian that are
currently exercisable.
11. Includes 4,000,000 shares of common stock.
12. Includes 4,000,000 shares of common stock.
13. Includes 2,500,000 options currently exercisable.
14. Includes 5,043,019 shares of common stock.
Compensation Committee Interlocks and Insider Participation
Thomas L. Kempner and Sidney R. Knafel are members of the
Compensation Committee. None of the executive officers of the
Company has served on the Board of Directors or compensation
committee of any other entity that has had any of such entity's
officers serve either on the Company's Board of Directors or
compensation Committee.
Certain Relationships and Transactions
During 2000, Igene issued to certain directors and other
accredited investors 10,000,000 new shares of common stock at
$.10 per share, based on the current market price of Igene's
stock at the time of commitment. The total proceeds received in
these issues were $1,000,000. In return for committing to these
investments, these investors also received 10,000,000 warrants to
purchase shares of common stock at the price of $.10 per share,
based on the current market price of Igene's stock at the time of
commitment, expiring 10 years from the dates of issue. The funds
received in these transactions have been used to continue
operations of Igene. In these transactions: 5,000,000 of these
shares and an equivalent number of warrants were issued to Mr.
Kempner, a director of Igene, or entities controlled by him; and
5,000,000 of these shares and an equivalent number of warrants
were issued to Mr. Knafel, a director of Igene, or entities
controlled by him.
In March 2001, Igene issued $1,014,211 of 8% convertible
debentures to certain directors of Igene in exchange for the
cancellation of $800,000 of demand notes payable (including
accrued interest of $14,211) and $200,000 in cash. $600,000 of
these demand notes were issued during 2000 and $200,000 were
issued subsequently. These debentures are convertible into
10,142,110 shares of Igene's common stock at $.10 per share.
These directors also received 10,142,110 warrants to purchase
common stock at $.10 per share, which were exercisable upon the
effective date of a sufficient increase in the number of
authorized shares of common stock. In these transactions:
$507,105 of these convertible debentures and 5,071,055 warrants
were issued to Mr. Kempner, a director of Igene, or entities
controlled by him; and $507,105 of these convertible debentures
and 5,071,055 warrants were issued to Mr. Knafel, a director of
Igene, or entities controlled by him.
In March 2001, Igene issued 5,500,000 warrants to purchase
Igene common stock at $.08 per share to its Chairman of the
Board, Mr. Kimelman. These warrants became exercisable upon the
effective date of a sufficient increase in the number of
authorized shares.
In March 2001, certain directors of Igene also committed to
provide additional funding in the form of 8% convertible
debentures in the amount of $1,500,000 over the next nine months.
In consideration of this commitment, these directors also
received 18,750,000 warrants to purchase common stock at $.08 per
share, exercisable upon the effective date of an increase in the
number of authorized shares of common stock. These debentures
are convertible into 18,750,000 shares of Igene's common stock at
$.08 per share. In these transactions: $750,000 of the
convertible debentures and 9,375,000 of warrants were issued to
Mr. Kempner, a director of Igene, or entities controlled by him;
$750,000 of these convertible debentures and 9,375,000 warrants
were issued to Mr. Knafel, a director of Igene, or entities
controlled by him.
In connection with the acquisition of ProBio, Igene acquired
all 10,000 issued and outstanding shares of capital stock of
ProBio from thirteen individual and corporate sellers in exchange
for $1.8 million in aggregate consideration, consisting of $1
million in debentures convertible into our common stock at $.10
per share (reflecting the price at which our common stock was
trading on the over-the-counter bulletin board when we agreed as
to price in June of 2001), 8,000,000 shares of our common stock,
valued for the purposes of the acquisition in December 2001 at
$.05 per share, and $400,000 in cash. The cash used to acquire
ProBio constituted proceeds of private placements of our common
stock received during 2001 and revenues from operations.
Following the acquisition, Stein Ulve and Per Benjaminsen, the
managing director and director of marketing and sales,
respectively, of ProBio became our chief executive officer and
chief marketing officer, respectively, pursuant to written
employment agreements. Prior to the sale of ProBio to Igene
both Stein Ulve and Per Benjaminsen were both owners of
approximately 40% of ProBio.
Section 16(a) Beneficial Ownership Reporting Compliance
_______________________________________________________
Igene believes that, during 2001, all of its officers,
directors and holders of more than 10% of its common stock
complied with all filing requirements under Section 16(a) of the
Securities Exchange Act of 1934, as amended, except as follows:
In 1997 and 2001 certain directors of Igene made various loans to
Igene. The loans are evidenced by notes convertible into common
stock, and in 2001 received warrants in conjunction with the loan
agreement. Certain directors also received warrants to purchase
shares of common stock in 1997 and 1998 in conjunction with the
1997 notes and with a 1998 rights offering. During 1999 and 2000,
certain directors and other accredited investors also purchased
stock through direct purchases of new stock and received warrants
in conjunction with these purchases. Igene believes that none of
the foregoing transactions have been reported by Messrs.
Kimelman, Abeles, Cenerazzo or Knafel in Forms 3, 4 or Forms 5
pursuant to Section 16(a) of the Exchange Act. In making this
disclosure, Igene has relied solely on written representations of
its directors, officers and more than 10% holders and on copies
furnished to Igene of reports that have been filed with the
Securities and Exchange Commission.
APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company has selected Stegman &
Company as independent auditors of the Company for the fiscal
year ending December 31, 2002. A representative of Stegman &
Company is not expected to be present at the meeting and is not
expected to be available to respond to questions.
Audit Fees
The aggregate fees billed for professional services rendered
for the audit of the Company's annual financial statements for
2001 and the reviews of the financial statements included in the
Company's Forms 10-QSB for 2001 was approximately $25,000.
All Other Fees
Stegman & Company expects to bill approximately $3,500 for
tax preparation services performed during 2002 relating to
certain 2001 income tax filings.
The Board Of Directors Of The Company Recommends A Vote For
Approval Of The Appointment Of Stegman & Company As The Company's
Auditors for fiscal year 2002.
OTHER MATTERS
Stockholder Proposals
Proposals of stockholders intended to be presented at the
Company's 2003 Annual Meeting of Stockholders must be received by
the Company no later than 5:00 P.M. local time on March 3, 2003,
to be eligible for inclusion in the Company's Proxy Statement and
form of Proxy to be used in connection with such meeting. If
you wish to submit a proposal, the proposal must be in accordance
with the provisions of SEC Rule 14a-8 of the Exchange Act. It is
suggested that the proposal be submitted by certified mail,
return receipt requested, to IGENE Biotechnology, Inc., 9110 Red
Branch Road, Columbia, Maryland 21045, Attn: Corporate
Secretary.
Financial And Other Information
Financial information for the Company for the fiscal year
ended December 31, 2001, is included in the Company's Annual
Report on Form 10-KSB, and financial information for the Company
for the first quarter of 2002 is included in the Company's
Quarterly Form 10-QSB for the quarter ended March 31, 2002,
copies of which accompany this Proxy Statement.
The Company is subject to the informational requirements of
the Exchange Act and, in accordance therewith, files reports,
proxy or information statements and other information with the
Commission. Such reports, proxy or information statements,
exhibits and other information filed by the Company with the
Commission can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, NW, Washington, D.C. 20549, and at the
Regional Offices of the Commission at 233 Broadway, 13th Floor,
New York, New York 10279 and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661- 2511. Copies
of such materials can be obtained by mail from the Public
Reference Section of the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, NW, Washington, D.C. 20549, and its
public reference facilities in New York, New York and Chicago,
Illinois, at prescribed rates. The Commission maintains an
Internet web site that contains reports, proxy and information
statements and other information regarding issuers who file
electronically with the Commission.
Other Business
At the date of this Proxy Statement, the only business,
which the Board of Directors intends to present or knows that
others will present at the Meeting, is that hereinabove set
forth. If any other matter or matters are properly brought
before the meeting, or any adjournment thereof, it is the
intention of the persons named in the accompanying form of Proxy
to vote the Proxy on such matters in accordance with their
judgment.
/s/Stephen F. Hiu
_____________________________________
Stephen F. Hiu
President and Chief Technical Officer
APPENDIX 1 - FORM OF PROXY
Dated: May 31, 2002
IGENE BIOTECHNOLOGY, INC.
2002 Annual Meeting of Stockholders - July 16, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of IGENE BIOTECHNOLOGY, INC., a
Maryland corporation, hereby appoints Stephen F. Hiu, Michael G.
Kimelman and Thomas L. Kempner, and each of them the proxies of
the undersigned with full power of substitution to vote at the
Annual Meeting of Stockholders of the Company to be held at 10:30
a.m. on July 16, 2002, and at any adjournment or adjournments
thereof (the "Meeting"), with all the power which the undersigned
would have if personally present, hereby revoking any proxy
heretofore given. The undersigned hereby acknowledges receipt of
the proxy statement for the Meeting and instructs the proxies to
vote as directed on the reverse side.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL
PROPOSALS. CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE THIS PROXY, WHEN PROPERLY SIGNED, WILL BE VOTED IN THE
MANNER DIRECTED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF ALL NOMINEES LISTED BELOW, FOR THE
RATIFICATION OF THE APPOINTMENT OF STEGMAN & COMPANY FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2002 AND IN THE DISCRETION OF THE
PROXY HOLDERS AS TO ANY OTHER MATTERS WHICH MAY PROPERLY COME
BEFORE THE MEETING.
(To Be Signed on Reverse Side)
X Please mark your votes as in this example.
1. Election of Directors
FOR WITHHOLD AUTHORITY
all nominees to vote for all nominees
listed below listed below
____________________ _________________________
Nominees: Joseph C. Abeles, John A. Cenerazzo, Stephen F.
Hiu, Thomas L. Kempner, Michael G. Kimelman, Sidney R.
Knafel, Patrick F. Monahan, Stein G. Ulve
(Instruction: To withhold authority to vote for any
individual nominee, write that nominee's name below)
_______________________________________
2. To approve the appointment of Stegman & Company as
independent auditors of the Company for the fiscal year
ending December 31, 2002.
FOR AGAINST ABSTAIN
__________ __________ __________
3. To transact such other business as may properly come before
the meeting, or any adjournment thereof.
PLEASE RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Signature: ______________________________ Date: _____________
Signature: ______________________________ Date: _____________
(SIGNATURE IF HELD JOINTLY)
Note: Please sign exactly as name appears on stock certificate.
When share 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 partner, please sign in partnership
name by authorized person.