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.
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transaction applies:
____________________________________________________
(2) Aggregate number of securities to which transaction
applies:
____________________________________________________
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transaction computed pursuant to Exchange Act Rule
0-11 (set forth the amount on which the filing fee
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____________________________________________________
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provided by Exchange Act Rule 0-11 (a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the
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IGENE BIOTECHNOLOGY, INC.
9110 Red Branch Road
Columbia, Maryland 21045
Notice of Annual Meeting Of Stockholders
To Be Held November 15, 2005
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders of IGENE Biotechnology, Inc. (the "Company", "we" or
"us") will be held at the offices of Kimelman & Baird, LLC, 100
Park Avenue, 21st floor, New York, New York 10017 at 10:00 a.m.
local time on November 15, 2005 for the following purposes:
1. To elect five (5) directors to serve for a term of one
(1) year and until their successors are elected and
qualified.
2. 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 September
23, 2005 shall be entitled to notice of, and to vote at, the
meeting.
All stockholders are cordially invited to attend the
meeting.
By order of the Board of Directors,
/s/ STEPHEN F. HIU
___________________________________
STEPHEN F. HIU
President
Dated: Columbia, Maryland
October 06, 2005
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.
-1-
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", "we" or "us"), for use at our annual meeting of
stockholders, which we refer to as the meeting, to be held on
November 15, 2005, or any adjournment thereof. Stockholders of
record at the close of business on September 23, 2005, which we
refer to as the record date, shall be entitled to vote.
Proposals of stockholders intended to be presented at our 2006
annual meeting of stockholders must be received by us no later
than 5:00 P.M. local time on March 1, 2006, to be eligible for
inclusion in our proxy statement and form of proxy to be used in
connection with such meeting.
The cost of solicitation of proxies will be borne by us. We
may use the services of our 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. We 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 our
corporate Secretary 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
our annual report on Form 10-KSB for the fiscal year ended
December 31, 2004. The notice, proxy statement and enclosed form
of proxy will be mailed to stockholders beginning October 14,
2005, the date of this proxy statement.
On the record date, we had 101,732,453 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 common stock held
by such holder.
On the record date, we also had 25,605 shares of our 8%
Cumulative Preferred Stock, Series A, which we refer to as the
Series A preferred stock, outstanding and entitled to vote with
respect to all matters to be acted upon at the meeting. Each
holder of preferred stock is entitled to two votes for each share
of such 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 our 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 our Charter and by-laws. To date, the
holders of the Series A preferred stock have not exercised such
right.
Voting Procedures
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.
-2-
The affirmative vote of a plurality of the votes cast at the
meeting is required in order to elect each of our directors. The
votes will be tabulated by Igene's Corporate Secretary.
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.
ELECTION OF DIRECTORS
Pursuant to our bylaws and as permitted by our charter, the
number of directors constituting the entire board of directors
has been set at 8. It is proposed to elect five directors at this
meeting to hold office for a one-year term, until the 2006 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 our board of directors at the
meeting. All of the nominees listed below presently serve on our
board of directors. 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 contains certain information with respect to the nominees:
NOMINEES FOR ELECTION
Name Age Position with Igene
_____________________ _____ ___________________________
Michael G. Kimelman 66 Chairman of the Board of
Directors, member of audit
committee
Thomas L. Kempner 77 Vice Chairman of the Board
of Directors, member of
finance committee
Stephen F. Hiu 48 Director, President, Chief
Technical Officer, and
Director of Research and
Development
Patrick F. Monahan 54 Director, Vice-President,
Secretary, and Director of
Manufacturing
Sidney R. Knafel 74 Director, member of finance
committee
Each of our directors was elected for a one-year term at our most
recent annual meeting, held in June of 2004. Our officers serve
at the pleasure of the Board of Directors and until their
respective successors are elected and qualified.
MICHAEL G. KIMELMAN has served as a director since February 1991
and as Chairman of the board of directors since March 1991. He
is a founder and member of Kimelman & Baird, LLC, as well as
Chairman of the board of directors of Astaxanthin Partners Ltd.
He also serves on the board and the executive committee of the
Hambletonian Society.
THOMAS L. KEMPNER is Vice Chairman of the board of directors and
has been a director since 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 CCC
Information Services Group, Inc., Dyax Corporation, Fuel Cell
Energy, Inc., Insight Communications Co., Inc., and
Intermagnetics General Corp and Intersections, Inc. He is a
Director Emeritus of Northwest Airlines, Inc.
-3-
STEPHEN F. HIU has served as a director since August 1990. Mr.
Hiu was appointed Chief Technical Officer in 2002, and has served
as President and Treasurer since March 1991. 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 our Vice-President in 2002, and
has served as a Director of Manufacturing and as a director since
April 1991. He has served as Secretary since September 1998. He
has managed our fermentation pilot plant since 1982. Mr. Monahan
received an Associate of 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.
SIDNEY R. KNAFEL, has served as one of our directors since 1982,
has also been Managing Partner of SRK Management Company, a
private investment concern located in New York City, since 1981.
He has also served as Chairman of Insight Communications, Inc.
since 1985. He is also currently a Director of General American
Investors Company, Inc. as well as a number of private companies.
Our board of directors recommends a vote for each of the above-
listed nominees.
Committees Of The Board Of Directors
We have two standing committees of the board of directors,
our audit committee and our compensation committee. We do not
have a standing nominating committee. Set forth below is a
description of the functions of each of our 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 our books and
accounts, reviewing the proposed scope of the audit and approving
the audit fees to be paid. The audit committee is charged with
reviewing, with the independent certified public accountants and
with our management, the adequacy and effectiveness of our
internal auditing, accounting and financial controls. Mr.
Kimelman served as a member of the audit committee throughout
2004. None of the members of our audit committee are independent
directors as defined in Rule 4200 (a)(15) of the Nasdaq
Marketplace Rules. Prior to February 1, 2001, our board of
directors performed the functions of the audit committee. On
February 1, 2001, our board of directors adopted a written
charter for our audit committee. The audit committee held one
meeting in 2004 to review the 2003 audited financial statements
and held one meeting in 2005 for the purpose of reviewing and
reporting on the 2004 financial statements and reviewing the 2003
amended financials as noted below.
Audit Committee Report
The audit committee has reviewed and discussed the fiscal
year 2004 and amended 2003 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.
-4-
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
our annual report on Form 10-KSB for the year ended December 31,
2004.
Member(s) of the audit committee:
________________________________
Michael G. Kimelman is the sole member of the audit committee.
Compensation Committee
Our compensation committee is responsible for approving the
salaries of all of our officers and certain other employees. It
also supervises the administration of all benefit plans and other
matters affecting executive compensation, subject to further
approval of our board of directors. The members of the
compensation committee during 2004 were Messrs. Thomas L. Kempner
and Sidney R. Knafel. The compensation committee held one
meeting during 2004 for the purposes of considering employee
salary increases and option grants.
Board of Directors Meetings and Compensation
During 2003 Michael G. Kimelman was granted 11,000,000
warrants as compensation for his services as our Chairman of the
board of directors. The board of directors held 3 meetings in
2004. None of our directors 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 2004.
Executive Compensation
The following tables show the compensation paid or accrued
by us to our four most highly compensated officers. During 2004,
no directors were compensated for their board or committee
activities. Other than the 1986, 1997 and 2001 Stock Incentive
Plan and the Simple Retirement Plan described below, we have no
profit sharing or incentive compensation plans.
SUMMARY COMPENSATION TABLE
Salary Salary
Compensation Compensation
Name and Principal Position Year $ Year $
___________________________ ____ ____________ ____ ____________
Stephen Hiu ............... 2004 $140,200 2003 $113,400
President
Patrick Monahan ........... 2004 $112,055 2003 $103,506
Director
Per Benjaminsen ........... 2004 $125,000 2003 $100,000
Chief Marketing Officer
Edward Weisberger ......... 2004 $109,605 2003 $103,906
Chief Financial Officer
-5-
Security Ownership Of Certain Beneficial Owners And Management
The following table sets forth information as of August 25,
2005 with respect to beneficial ownership of shares of our
outstanding common stock and preferred stock by (i) each person
known by us to own or beneficially own more than five percent of
its common stock or preferred stock, (ii) each director, and
(iii) each officer named in the Summary Compensation Table
provided in Part II Item 10 above, and (iv) all directors and
executive 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 16,273,483<F1> 14.04 7,375 39.84
220 E. 42nd Street
New York, NY 10017
Stephen F. Hiu 15,948,633<F2> 13.69 --- ---
9110 Red Branch Road
Columbia, MD 21045
Thomas L. Kempner 143,139,072<F3> 63.12 --- ---
61 Broadway
New York, NY 10006
Michael G. Kimelman 33,590,138<F4> 25.06 --- ---
100 Park Avenue
New York, NY 10017
Sidney R. Knafel 141,326,146<F5> 62.85 --- ---
810 Seventh Avenue
New York, NY 10019
Patrick F. Monahan 8,947,533<F6> 8.16 --- ---
9110 Red Branch Road
Columbia, MD 21045
Per A. Benjaminsen 11,000,000<F7> 9.84 --- ---
9110 Red Branch Road
Columbia, MD 21045
Edward J. Weisberger 3,070,000<F8> 2.93 --- ---
9110 Red Branch Road
Columbia, MD 21045
All Directors and Officers 371,148,442<F9> 86.25 7,375 39.84
as a Group (8 persons)
Others
______
Fraydun Manocherian 7,905,135<F10> 7.73 --- ---
3 New York Plaza
New York, NY 10004
Fermic 14,730,014 14.48 --- ---
* 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.
-6-
<FN>
<F1> Includes the following: 2,113,544 shares held directly or
indirectly by Mr. Abeles, 14,750 shares issuable upon the
conversion of 7,375 shares of preferred stock, 5,042,777 shares
issuable upon the conversion of $311,663 of long-term notes
issued by Igene, and 9,102,412 shares issuable upon exercise of
warrants held by Mr. Abeles.
<F2> Includes the following: 1,148,633 shares held directly or
indirectly by Mr. Hiu and 14,800,000 shares issuable pursuant
to options held by Dr. Hiu that are currently exercisable.
<F3> Includes 386,972 shares and 536,920 shares issuable upon
exercise of warrants held by Mr. Kempner that are currently
exercisable. Also includes 8,661,245 shares held directly by
Mr. Kempner, 18,761,668 shares issuable upon conversion of
notes issued by Igene and held by Mr. Kempner, and 41,582,728
shares issuable upon exercise of warrants held by a trust under
which Mr. Kempner is one of two trustees and the sole
beneficiary, which are currently exercisable. Also includes
8,621,247 shares held directly by Mr. Kempner, 18,761,669
shares issuable upon the conversion of notes issued by Igene
and held by Mr. Kempner and 41,561,125 shares issuable upon
exercise of warrants held a trust under which Mr. Kempner is
one of two trustees and one of his brothers is the sole
beneficiary, which are currently exercisable. Also includes
1,530,222 shares issuable upon the conversion of $79,200 of
notes issued by Igene and held by Mr. Kempner and 2,079,411
shares issuable upon exercise of warrants held by trusts under
which Mr. Kempner is one of two trustees and is a one-third
beneficiary that are currently exercisable. Also includes 243,
360 shares and 131,414 shares issuable upon exercise of
warrants held by trusts under which Mr. Kempner is executer and
is a one-third beneficiary that are currently exercisable. Also
includes 182,526 shares and 98,565 warrants held by Mr.
Kempner's wife.
<F4> Includes 1,264,360 shares held directly or indirectly by
Mr. Kimelman, 14,000,000 shares issuable upon exercise of
options currently exercisable, 1,072,756 shares issuable upon
the conversion of $63,070 of notes issued by Igene and held by
Mr. Kimelman, and 17,253,022 shares issuable upon exercise of
warrants held directly or indirectly by Mr. Kimelman.
<F5> Includes 18,190,551 shares, 38,168,101 shares issuable upon
the conversion of notes issued by Igene and held by Mr. Knafel
and 84,967,495 shares issuable upon the exercise of warrants
owned or beneficially owned by Mr. Knafel that are currently
exercisable.
<F6> Includes 1,047,533 shares held directly or indirectly by
Mr. Monahan and 7,900,000 shares issuable upon the exercise of
options held by Mr. Monahan that are currently exercisable.
<F7> Includes 1,000,000 shares of common stock and 10,000,000
shares issuable upon exercise of options held by Mr.
Benjaminsen that are currently exercisable.
<F8> Includes 70,000 shares held directly by Mr. Weisberger and
3,000,000 shares issuable upon exercise of options that are
currently exercisable.
<F9> Includes 42,576,099 shares of common stock, 14,750 shares
issuable upon the conversion of 7,375 shares of preferred
stock; 49,667,250 shares issuable upon exercise of options that
are currently exercisable, 82,680,765 shares issuable upon the
conversion of notes issued by Igene and 196,209,578 shares
issuable upon the exercise of warrants that are currently
exercisable.
<F10> Includes 7,375,935 shares of common stock owned directly or
indirectly by Mr. Manocherian and 529,200 shares issuable upon
the exercise of warrants owned directly or indirectly by Mr.
Manocherian that are currently exercisable.
</FN>
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Compensation Committee Interlocks and Insider Participation
Thomas L. Kempner and Sidney R. Knafel are members of our
compensation committee. None of our executive officers 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
our board of directors or our compensation committee.
Certain Relationships and Transactions
On April 3, 2003, the Board of Directors, in lieu of
additional compensation, authorized the payment of shares to Mr.
Stephen Hiu and Mr. Patrick Monahan. In compensation each of
them was awarded 83,333 shares of Igene common stock. The
aggregate 166,666 shares was issued and expensed based on market
value at the time of award, $.060 per share, or $10,000 of
combined compensation.
As reported on Form 8-K filed February 20, 2003, Igene, in
an effort to focus on and grow its core business, sold all 10,000
of the issued and outstanding shares of capital stock of ProBio
that it owned as of February 4, 2003 to Fermtech AS, a joint
stock company incorporated in the Kingdom of Norway and owned
equally by our former chief executive officer, Stein Ulve, and by
Per Benjaminsen, our Chief Marketing Officer. Mr. Ulve resigned
as CEO and director of Igene and Mr. Benjaminsen resigned as our
chief marketing officer, effective December 31, 2002. Mr.
Benjaminsen has agreed to continue to provide sales and marketing
services to Igene as an independent contractor.
Igene sold ProBio to Fermtech AS in exchange for aggregate
consideration valued at approximately $343,000. A portion of the
consideration received by Igene consisted of 7,000,000 shares of
common stock of Igene that Fermtech owned as a result of Igene's
purchase of ProBio in January 2001, (of these shares, 2,000,000
shares may be re-earned by Fermtech as described below), valued
for the purposes of the acquisition at $.03 per share, plus
forgiveness of approximately $168,000 of debt that Igene owed to
ProBio at the time of purchase in 2001. Because Mr. Benjaminsen
remained employed by Igene through February 2004, 1,000,000 of
the escrowed shares of common stock were delivered to Fermtech.
If Mr. Benjaminsen remains employed by Igene through February
2005, the remaining 1,000,000 escrowed shares will be released
from escrow and delivered to Fermtech. The remaining shares of
Igene Common stock were retired on February 5, 2003.
On December 21, 2002, Igene issued and sold $250,000 in
aggregate principal amount of 8% demand notes to certain
directors of Igene. These notes were repaid with accrued
interest during 2003.
In August 2002, Igene issued 7,000,000 warrants to purchase
Igene common stock at $.025 per share to its Chairman of the
Board, Mr. Kimelman as part of the stock option plan, as
compensation for his services as Chairman of the Board.
On August 13, 2002, the Board of Directors, in lieu of
additional compensation, authorized the payment of shares to Mr.
Stephen Hiu and Mr. Patrick Monahan. In compensation each of
them was awarded 800,000 shares of Igene common stock. The
aggregate 1,600,000 shares was issued on December 26, 2002 and
expensed in the fourth quarter based on market value at the time
of award, $.025 per share, or $40,000 as compensation.
On July 17, 2002, Igene issued and sold $300,000 in
aggregate principal amount of 8% convertible debentures, to Mr.
Kempner, a director of Igene, and to Mr. Knafel, also a director
of Igene, in equal amounts of $150,000 each. These debentures
are convertible into shares of Igene's common stock at $.03 per
share based on the market price of Igene's shares at the time the
purchase of the debentures was agreed to. In consideration of
the commitment to purchase the 8% convertible debenture, each of
these directors also received 5,000,000 warrants to purchase
common stock at $.03 per share. These debentures, if not
converted earlier, become due on July 17, 2012.
-8-
On February 22, 2002, Igene issued and sold $1,000,000 in
aggregate principal amount of 8% convertible debentures, to Mr.
Kempner, a director of Igene, and to Mr. Knafel, also a director
of Igene, in equal amounts of $500,000 each. These debentures
are convertible into shares of Igene's common stock at $.04 per
share based on the market price of Igene's shares at the time the
purchase of the debentures was agreed to. In consideration of
the commitment to purchase the 8% convertible debenture, each of
these directors also received 12,500,000 warrants to purchase
common stock at $.04 per share. These debentures, if not
converted earlier, become due on February 22, 2012.
Section 16(a) Beneficial Ownership Reporting Compliance
Igene believes that during 2004 all of its officers,
directors and persons owning more than 10% of its common stock,
have filed all reports and are in compliance with the Securities
Exchange Act, Section 16(a), reporting requirements with respect
to acquisitions and dispositions of Igene's securities, with the
exception of the 11,000,000 warrants issued to Michael Kimelman
in 2003. This was corrected in April of 2004. In making this
disclosure, we have 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.
Audit Fees and Services
The following table shows the fees paid or accrued by the
Company for the audit and other services provided by Stegman &
Company for fiscal years 2004 and 2003:
FY 2004 FY 2003
____________ ____________
Audit Fees $ 30,924.00 $ 25,750.00
Tax Fees 3,000.00 2,500.00
All Other Fees 0.00 0.00
____________ ____________
TOTAL $ 33,924.00 $ 28,250.00
Audit services of Stegman & Company for fiscal years 2004
and 2003 consisted of the examination of the consolidated
financial statements of the Company and quarterly reviews of
financial statements. "Tax Fees" in fiscal years 2004 and 2003
include charges primarily related to tax return preparation and
tax consulting services. In 2003, the SEC adopted a rule
pursuant to the Federal Sarbanes-Oxley Act of 2002 that, except
with respect to certain de minimis services discussed below,
required the audit committee to pre-approve audit and non-audit
services provided by our independent auditors. All of the
2004 services described above were pre-approved by the audit
committee pursuant to this SEC rule, to the extent that rule was
applicable during fiscal year 2004.
The Audit Committee's policy is to pre-approve all audit and
permitted non-audit services, except that de minimis non-audit
services, as defined in Section 10A(i)(1) of the Exchange Act,
may be approved prior to the completion of the independent
auditor's audit. The Audit Committee has reviewed summaries of
the services provided and the related fees and has determined
that the provision of non-audit services is compatible with
maintaining the independence of Stegman & Company.
-9-
OTHER MATTERS
Stockholder Proposals
Any stockholder desiring to present a proposal to the
stockholders at the 2006 Annual Meeting and who desires that the
proposal be included the Company's proxy statement and proxy card
relating to that meeting, must transmit the proposal to the
Secretary of the Company so that it is received at the Company's
principal executive offices no later than 5:00 p.m. local time on
December 22, 2005. All proposals must comply with applicable
Securities and Exchange Commission regulations. With respect to
stockholder proposals that are not included in the proxy
statement for the 2006 Annual Meeting, the persons named in the
proxy solicited by the Company's board of directors for the 2006
Annual Meeting will be entitled to exercise discretionary voting
power conferred by the proxy under circumstances specified in
Exchange Act Rule 14a-4(c), including with respect to proposals
received by the Company after March 7, 2006. It is suggested that
the proposal be submitted by certified mail, return receipt
requested, to our principal executive office at the following
address: IGENE Biotechnology, Inc., 9110 Red Branch Road,
Columbia, Maryland 21045, Attn: Corporate Secretary.
Other Business
At the date of this proxy statement, the only business that
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
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APPENDIX 1 - FORM OF PROXY
Dated: October 14, 2005
IGENE BIOTECHNOLOGY, INC.
2005 Annual Meeting of Stockholders - November 15, 2005
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 10:00
a.m. on November 15, 2005, 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, 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 listed below to vote for all nominees
listed below
_________________________ _________________________
Nominees: Stephen F. Hiu, Thomas L. Kempner, Michael G.
Kimelman, Sidney R. Knafel, Patrick F. Monahan
(Instruction: To withhold authority to vote for any
individual nominee, write that nominee's name below)
______________________________________________________
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 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 partner, please sign in partnership
name by authorized person.