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
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DELTAGEN, INC.
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(Name of Registrant as Specified In Its Charter)
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Registrant)
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[DELTAGEN LOGO]
DELTAGEN, INC.
1003 HAMILTON AVENUE
MENLO PARK, CA 94025
March 23, 2001
Dear Stockholder:
You are cordially invited to attend the 2001 Annual Meeting of Stockholders
of Deltagen, Inc. to be held on Thursday, April 26, 2001 at 10:00 a.m. at the
Menlo Room of the Stanford Park Hotel, located at 100 El Camino Real, Menlo
Park, California.
This will be the first annual meeting of stockholders since Deltagen, Inc.
had its initial public offering, which occurred on August 2, 2000.
The Secretary's formal notice of the meeting and the Proxy Statement appear
on the following pages and describe the matters to be acted upon at the annual
meeting. You also will have the opportunity to hear what has happened in our
business in the past year.
We hope that you can join us. However, whether or not you plan to be there,
please sign and return your proxy in the enclosed envelope as soon as possible
so that your vote will be counted.
Sincerely,
/s/ William Matthews
William Matthews, Ph.D.
President and Chief Executive Officer
DELTAGEN, INC.
1003 HAMILTON AVENUE
MENLO PARK, CA 94025
March 23, 2001
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Deltagen, Inc. will hold its Annual Meeting of Stockholders at the Menlo
Room of the Stanford Park Hotel, located at 100 El Camino Real, Menlo Park,
California, on Thursday, April 26, 2001 at 10:00 a.m.
At this meeting we will ask you to:
- elect two directors to serve until the 2004 Annual Meeting of
Stockholders; and
- transact any other business that properly comes before the meeting.
Your Board of Directors has selected March 19, 2001 as the record date for
determining stockholders entitled to vote at the meeting.
This Proxy Statement, a proxy and the 2000 Annual Report to Stockholders are
being distributed on or about March 23, 2001 to those entitled to vote.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Augustine G. Yee
Augustine G. Yee
SECRETARY
TABLE OF CONTENTS
PAGE
--------
GENERAL INFORMATION......................................... 1
Nominees for Election for a Three-Year Term Ending with
the 2004 Annual Meeting................................. 3
Directors Continuing in Office Until the 2002 Annual
Meeting................................................. 4
Directors Continuing in Office Until the 2003 Annual
Meeting................................................. 4
Committees of the Board of Directors; Meetings............ 5
STOCK OWNERSHIP............................................. 6
Beneficial Ownership of Certain Stockholders, Directors
and Executive Officers.................................. 6
Section 16(a) Beneficial Ownership Reporting Compliance... 9
COMPENSATION OF DIRECTORS AND THE NAMED EXECUTIVE
OFFICERS.................................................... 9
Compensation of Directors................................. 9
Compensation of the Named Executive Officers--Summary
Compensation Table........................................ 10
Option/SAR Grants in Last Fiscal Year..................... 11
Aggregated Corresponding Option Exercises in Last Fiscal
Year and Option Values at December 31, 2000............... 12
Employment Agreements..................................... 12
CERTAIN TRANSACTIONS........................................ 13
Compensation Committee Interlocks and Insider
Participation........................................... 13
Management Indebtedness................................... 13
Indemnification Agreements................................ 13
COMPENSATION COMMITTEE REPORT............................... 14
AUDIT COMMITTEE REPORT...................................... 16
AUDITOR INDEPENDENCE........................................ 16
PERFORMANCE MEASUREMENT COMPARISONS......................... 17
DEADLINE FOR RECIPT OF STOCKHOLDER PROPOSALS FOR 2002 ANNUAL
MEETING................................................... 18
ANNUAL REPORT............................................... 18
OTHER MATTERS............................................... 18
AUDIT COMMITTEE CHARTER..................................... A-1
GENERAL INFORMATION
Q: WHO IS SOLICITING MY PROXY?
A: We--the Board of Directors of Deltagen--are sending you this Proxy Statement
in connection with our solicitation of proxies for use at Deltagen's 2001
Annual Meeting of Stockholders. Certain directors, officers and other
employees of Deltagen may also solicit proxies on our behalf by mail,
telephone, fax, electronic mail or in person.
Q: WHO IS PAYING FOR THIS SOLICITATION?
A: Deltagen will bear the entire cost of solicitation of proxies, including
preparation, assembly, printing and mailing of this proxy statement, the
proxy card and any additional information furnished to stockholders. Copies
of solicitation materials will be furnished to banks, brokerage houses,
fiduciaries and custodians holding in their names shares of common stock
beneficially owned by others to forward to such beneficial owners. Deltagen
may reimburse persons representing beneficial owners of common stock for
their costs of forwarding solicitation materials to such beneficial owners.
No additional compensation will be paid to directors, officers or other
employees for proxy solicitation services.
Q: WHAT AM I VOTING ON?
A: The election of F. Noel Perry and Nicholas J. Simon III to the Board of
Directors.
Q: WHO CAN VOTE?
A: Only those who owned Deltagen common stock at the close of business on
March 19, 2001, the record date for the Annual Meeting, can vote. Each share
of common stock outstanding on that date is entitled to one vote on all
matters to come before the meeting, including the election of directors.
Q: HOW DO I VOTE?
A: You may vote your shares either in person or by proxy. To vote by proxy, you
should mark, date, sign and mail the enclosed proxy in the prepaid envelope.
Giving a proxy will not affect your right to vote your shares if you attend
the Annual Meeting and want to vote in person--by voting you automatically
revoke your proxy. You also may revoke your proxy at any time before the
voting by giving the Secretary written notice of your revocation or by
submitting a later-dated proxy. If you sign and return your proxy in time,
the individuals named as proxyholders will vote your shares as you instruct.
If you sign and return your proxy but do not mark your voting instructions,
the individuals named as proxyholders will vote your shares FOR the election
of the nominees for director.
Q: WHAT CONSTITUTES A QUORUM?
A: On the record date, Deltagen had 29,758,332 shares of common stock, $0.001
par value, outstanding. Voting can take place at the Annual Meeting only if
stockholders owning a majority of the issued and outstanding stock entitled
to vote at the meeting are present in person or represented by proxy. We
include the shares of persons who abstain in determining those present and
entitled to vote, but exclude shares held by brokers in "street" or
"nominee" name when the broker indicates that you have not voted and it
lacks discretionary authority to vote your shares (I.E., "broker
non-votes").
1
Q: WHAT VOTE IS NEEDED TO APPROVE THE PROPOSALS?
A: The two nominees receiving the most votes are elected as directors. As a
result if you withhold your authority to vote for any nominee, your vote
will not count for or against the nominee, nor will a broker "non-vote"
affect the outcome of the election.
Q: CAN I VOTE ON OTHER MATTERS?
A: Deltagen's by-laws limit the business conducted at any annual meeting to
(1) business in the notice of the meeting, (2) business directed by the
Board of Directors and (3) business brought by a stockholder of record
entitled to vote at the meeting so long as the stockholder has notified our
Secretary in writing (at our Menlo Park headquarters) by April 7, 2001. The
notice must briefly describe the business to be brought and the reasons;
give the name, address and number of shares owned by the stockholder of
record and any beneficial holder for which the proposal is made; and
identify any material interest the stockholder of record or any beneficial
owner has in the business.
We do not expect any matters not listed in the Proxy Statement to come
before the meeting. If any other matter is presented, your signed proxy card
gives the individuals named as proxyholders the authority to vote your
shares to the extent authorized by Rule 14a-4(c) under the Securities
Exchange Act of 1934 (the "Exchange Act") (which would include matters that
the proxyholders did not know were to be presented a reasonable time before
the mailing of this Proxy Statement).
Q: WHEN ARE STOCKHOLDER PROPOSALS DUE FOR THE 2002 ANNUAL MEETING?
A: To be considered for presentation in the proxy statement for Deltagen's 2002
Annual Meeting of Stockholders, a stockholder proposal must be received at
Deltagen's offices no later than November 23, 2001.
Q: WILL THE AUDITORS BE AT THE MEETING?
A: PricewaterhouseCoopers LLP, our fiscal year 2000 auditors, also will be our
auditors in fiscal year 2001. A PricewaterhouseCoopers LLP representative
will attend the meeting, have the opportunity to make a statement if he or
she desires, and will be available to answer appropriate questions.
2
PROPOSAL ONE
ELECTION OF DIRECTORS
Deltagen's Board of Directors is divided into three classes serving
staggered three-year terms. At the Annual Meeting, you and the other
stockholders will elect two individuals to serve as directors until the 2004
Annual Meeting. Each of the nominees is now a member of the Board of Directors.
The individuals named as proxyholders will vote your proxy for the election
of both nominees unless you direct them to withhold your votes. If any nominee
becomes unable to serve as a director before the meeting (or decides not to
serve), the individuals named as proxyholders may vote for a substitute or we
may reduce the number of members of the Board. We recommend a vote FOR each
nominee.
Below are the names and ages of the directors, the years they became
directors, their principal occupations or employment for at least the past five
years and certain of their other directorships. Ages are as of March 19, 2001.
NOMINEES FOR ELECTION FOR A THREE-YEAR TERM ENDING WITH THE 2004 ANNUAL MEETING
- - F. Noel Perry Age 48, a director since 1997. Mr. Perry is a
managing director of Baccharis Capital, Inc., a
venture capital firm founded in 1991. Mr. Perry is a
director of several private companies. Mr. Perry
received his B.A. from the University of Rhode Island
and holds an M.B.A. from George Washington
University. Mr. Perry is a Chartered Financial
Analyst.
- - Nicholas J. Simon III Age 46, a director since 1998. Mr. Simon has been
Chief Executive Officer and Founder of Collabra
Pharma., Inc. (formerly IO Pharmaceuticals, Inc.)
since April 2000. Mr. Simon also served as Vice
President of Business and Corporate Deelopment of
Genentech, Inc., from December 1995 to March 2000, in
which capacity he was responsible for product
acquisitions, strategic alliances, technology venture
activities and corporate strategic planning.
Mr. Simon joined Genentech in 1989 as Director of
Business Development and has over 20 years of
experience in the biotechnology and biomedical
industries. Mr. Simon is currently a director of
Intermune, Inc., Predict, Inc., Genitope, Inc.,
BioStreet and Collabra Pharmaceuticals, Inc.. He
received his B.S. in microbiology from the University
of Maryland and holds an M.B.A. from Loyola College.
3
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2002 ANNUAL MEETING
- - Thomas A. Penn Age 55, a director since 2000. Since January 2001,
Mr. Penn has been a General Partner of Meridian
Venture Partners. From June 1998 until December 2000
Mr. Penn was with Boston Millennia Partners, a
Boston-based venture capital firm, where he was a
partner. From March 1994 until March 1998, Mr. Penn
served as President and CEO of Tektagen, Inc.
Mr. Penn is a director of various private companies.
Mr. Penn received B.S. degrees from the Massachusetts
Institute of Technology in metallurgy and materials
science and in industrial management, an M.B.A. from
Stanford University, and a J.D. from the University
of Pennsylvania School of Law.
- - Philippe O. Chambon, M.D., Ph.D Age 42, a director since 1998. Since January 1997,
Dr. Chambon has been a General Partner of The Sprout
Group, the venture capital affiliate of Credit Suisse
First Boston Corporation. Dr. Chambon joined The
Sprout Group in May 1995. From May 1993 to
April 1995, Dr. Chambon served as Manager in the
Healthcare Practice of the Boston Consulting Group, a
management consulting firm. He was formerly an
executive with Sandoz Pharmaceuticals, a subsidiary
of Novartis. Dr. Chambon is currently a director of
Variagenics, Inc., PharSight Corporation,
Skila Inc., and Spotfire, Inc., as well as several
other private companies. Dr. Chambon received his
M.D. and Ph.D. degrees from the University of Paris
and his M.B.A. from Columbia University.
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2003 ANNUAL MEETING
- - Vincente Anido, Jr., Ph.D. Age 48, a director since 1998. Dr. Anido is general
partner with Windamere Venture Partners. He is the
founder, Chairman and CEO of Stealth Pharma. In
addition, he currently serves as the Chairman and CEO
of MDEdge, Inc. Dr. Anido was the former CEO and
President of CombiChem, Inc. a combinatorial company,
from March 1996 until its acquisition by E.I. du Pont
de Nemours and Company in November 1999. Prior to
joining CombiChem, Dr. Anido was the President of the
Americas region at Allergan, Inc., where he was
responsible for Allergan's commercial operations in
North and South America from June 1993 to
March 1996. Prior to Allergan, Dr. Anido spent
18 years at Marion Laboratories. Dr. Anido has also
held the position of President and General Manager of
Nordic Laboratories and Marion Merrell Dow.
Dr. Anido is currently a director of Galileo
Laboratories, Inc., FeRx, Inc., Adaptive
Information.com and MDEdge. Dr. Anido received his
B.S. in Pharmacy and his M.S. in Pharmacy
Administration from West Virginia University and his
Ph.D. in Pharmaceutical Sciences from the University
of Missouri.
4
- - William Matthews, Ph.D. Age 46, a director since 1997. A co-founder of the
Company, has served as the Company's President since
February 1997 and as the Company's Chief Executive
Officer since December 1998. Prior to founding the
Company, Dr. Matthews worked at Genentech, Inc., from
June 1992 to January 1997 where he established and
ran a program in stem cell biology. Dr. Matthews
received his Ph.D. in cell biology from Southwestern
Medical School in Dallas, followed by post-doctoral
fellowships at Harvard Medical School and Princeton
University.
- - William A. Scott, Ph.D. Age 60, a director since February 2001. Dr. Scott is
the former Chief Executive Officer of Physiome
Sciences where he served from March 1997 to
December 1999. Prior to joining Physiome Sciences,
Dr. Scott spent thirteen years with Bristol-Meyers
Squibb where he held a number of management posts
including Senior Vice President of Exploratory and
Drug Discover Research. Dr. Scott is a former board
member of Physiome Sciences and CombiChem, Inc.
Dr. Scott holds a B.S. in Chemistry from the
University of Illinois and received his Doctorate
degree in Biochemistry from the California Institute
of Technology.
COMMITTEES OF THE BOARD OF DIRECTORS; MEETINGS
We have two standing committees:
AUDIT COMMITTEE
- Reviews the scope of Deltagen's annual audit by its independent auditors.
- Reviews Deltagen's annual financial statements and related audit report as
prepared by the independent auditors.
- Recommends to the Board selection of the independent auditors.
- Reviews any non-audit fees paid to the independent auditors.
The current members are Dr. Anido, Dr. Chambon and Mr. Penn. The Audit
Committee met one time in 2000.
COMPENSATION COMMITTEE
- Reviews performance and establishes compensation of Deltagen's executive
officers.
- Establishes the compensation of Deltagen's Board of Directors.
- Administers Deltagen's stock and cash incentive plans.
- Recommends the establishment of policies dealing with various employee
compensation and employee benefit plans.
The current members are Dr. Anido, Dr. Chambon, Mr. Penn and Mr. Perry. The
Compensation Committee met two times in 2000.
5
STOCK OWNERSHIP
BENEFICIAL OWNERSHIP OF CERTAIN STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS
These tables show as of March 1, 2001: (1) the beneficial owners of more
than 5% of the common stock and the number of shares they beneficially owned;
and (2) the number of shares each director, each executive officer named in the
Summary Compensation Table on page 10 and all directors and executive officers
as a group beneficially owned. Except as noted, each person has sole voting and
investment power over the shares shown in this table. Unless otherwise
indicated, the address of each of the named individuals is c/o Deltagen, Inc.,
1003 Hamilton Avenue, Menlo Park, California 94025. Ownership information is
based upon information furnished by officers, directors and principal
stockholders and Schedules 13D and 13G filed with the Securities and Exchange
Commission. Information from Schedules 13D and 13G is as of December 31, 2000.
To the Company's knowledge, the persons named in the tables have sole voting and
investment power with respect to all shares of Common Stock shown as
beneficially owned by them, subject to community property laws where applicable
and the information contained in the notes to these tables. The percentage of
Common Stock Beneficially Owned is based on the 29,867,968 shares outstanding at
December 31, 2000.
5% STOCKHOLDERS
NUMBER OF SHARES COMMON STOCK
OF COMMON STOCK PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED BENEFICIALLY OWNED
- ------------------------------------ ------------------ ------------------
Entities affiliated with Credit Suisse First Boston(1)...... 6,820,660 22.8%
11 Madison Avenue
New York, NY 10010
Stipa Investments, L.P.(2).................................. 6,182,191 20.7
2420 Sand Hill Road
Suite 100
Menlo Park, CA 94025
Entities affiliated with Boston Millennia Partners(3)....... 2,807,204 9.4
Rowes Wharf
Boston, MA 02110
Entities affiliated with Dresdner RCM Global Investors 2,987,300 10.0
LLC(4)....................................................
Four Embarcadero Center
San Francisco, CA 94111
William Matthews, Ph.D...................................... 2,005,177 6.7
Mark W. Moore, Ph.D......................................... 1,545,688 5.2
- ------------------------
(1) The following information is based on Schedule 13G filed February 14, 2001.
Credit Suisse First Boston reported shared voting and dispositive power over
these shares. Philippe Chambon, M.D., Ph.D. is a General Partner of The
Sprout Group, a venture capital affiliate of Credit Suisse First Boston
Corporation, and is a member of our board of directors. Dr. Chambon
disclaims beneficial ownership of the shares held by these entities except
to the extent of his pecuniary interest in these shares. Excludes a
three-year warrant to purchase 457,143 shares common stock at a price of
$3.13 per share that will be granted in connection with a consulting
agreement with Institute Genetique Biologie Moleculaire et Cellulaire, a
scientific foundation, that is under the direction of Professor Pierre
Chambon, who is the father of Philippe Chambon, M.D., Ph.D.
(2) F. Noel Perry, a member of our board of directors, is a managing director of
Baccharis Capital, Inc., which is the general partner of Stipa Investments,
L.P. Mr. Perry is the sole natural person exercising voting and/or
investment power with respect to the shares held by Stipa
6
Investments, L.P., but disclaims beneficial ownership of the shares held by
such entity except to the extent of his pecuniary interest in these shares.
(3) The following information is based on Schedule 13G dated February 14, 2001.
Includes 2,478,395 shares held by Boston Millennia Partners II Limited
Partnership,100,882 shares held by Boston Millennia Partners II-A Limited
Partnership, 196,688 shares held by Boston Millennia Partners GmbH & Co. KG,
28,072 shares held by Boston Millennia Associates II Partnership and 3,167
shares held by Strategic Advisors Fund Limited Partnership. The following
natural persons exercise voting and/or investment power with respect to the
shares held by these entities: A. Dana Callow, Jr.; Robert S. Sherman; and
Martin J. Hernon. Thomas A. Penn was formerly a partner of Boston Millennia
Partners, which is the sponsor of each of these investment funds, and is a
member of the Company's board of directors. Mr. Penn disclaims beneficial
ownership of the shares held by these entities except to the extent of his
pecuniary interest in these shares.
(4) The following information is based on Schedule 13G filed February 7, 2001.
Dresdner RCM Global Investors US Holdings LLC reports sole voting power for
2,687,800 shares, sole dispositive power for 2,856,000 shares and shared
dispositive power of 131,300 shares.
EXECUTIVE OFFICERS AND DIRECTORS
NUMBER OF SHARES
OF COMMON STOCK PERCENTAGE OF
BENEFICIALLY COMMON STOCK
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED(1) BENEFICIALLY OWNED
- ------------------------------------ ---------------- ------------------
Vicente Anido, Jr., Ph.D.(2)................................ 40,300 *%
1621 Bayside Drive
Corona Del Mar, CA 92625
Philippe O. Chambon, M.D., Ph.D.(3)......................... 6,820,660 22.8
c/o The Sprout Group
3000 Sand Hill Road
Building 3, Suite 170
Menlo Park, CA 94025
Thomas A. Penn(4)........................................... 6,112 *
c/o Meridian Venture Partners
259 Radnor-Chester Road
Radnor, PA 19087
F. Noel Perry(5)............................................ 6,182,191 20.7
c/o Baccharis Capital Inc.
2420 Sand Hill Road
Suite 100
Menlo Park, CA 94025
William A. Scott, Ph.D.(6).................................. 22,857 *
1021 Creamery Road
Newatown, PA 18940
Nicholas J. Simon III (7)................................... 89,065 *
c/o Collabra Pharma
601 Gateway Blvd., Suite 460
South San Francisco, CA 94080
7
NUMBER OF SHARES
OF COMMON STOCK PERCENTAGE OF
BENEFICIALLY COMMON STOCK
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED(1) BENEFICIALLY OWNED
- ------------------------------------ ---------------- ------------------
William Matthews, Ph.D.(8).................................. 2,005,177 6.7
Mark W. Moore, Ph.D.(9)..................................... 1,545,688 5.2
Augustine G. Yee(10)........................................ 355,713 1.2
Lars Barfod(11)............................................. 250,000 *
John E. Burke(12)........................................... 216,428 *
All directors and executive officers as a group 18,961,082 63.5%
(17 persons)(13)..........................................
- ------------------------
* Less than 1% of the outstanding shares of common stock.
(1) Includes, where indicated, shares issuable upon the exercise of options
exercisable within 60 days of March 1, 2001. These options, granted under
the 1998 Stock Incentive Plan and the 2000 Stock Incentive Plan, were
immediately exercisable for shares subject to repurchase upon termination of
employment. The right to repurchase terminates, and the shares for executive
officers vest over four years. For William A. Scott, the right to repurchase
terminates and shares vest monthly over three years.
(2) Includes 14,167 shares subject to repurchase as of March 1, 2001.
(3) Includes 6,820,660 shares held by entities affiliated with Credit Suisse
First Boston. Dr. Chambon, M.D., Ph.D. is a General Partner of the Sprout
Group and is a member of our board of directors. Dr. Chambon disclaims
beneficial ownership of the shares held by these entities except to the
extent of his pecuniary interest in these shares. Excludes a three-year
warrant to purchase 457,143 shares of common stock at a price of $3.13 per
share that will be granted in connection with a consulting agreement with
Institute Genetique Biologie Moleculaire et Cellulaire, a scientific
foundation, that is under the direction of Professor Pierre Chambon, who is
the father of Philippe Chambon, M.D., Ph.D.
(4) Thomas A. Penn was formerly a partner of Boston Millennia Partners and is a
member of our board of directors.
(5) Includes 6,182,191 shares held by Stipa Investments, L.P. F. Noel Perry, a
member of our board of directors, is a managing director of Baccharis
Capital, Inc., which is the general partner of Stipa Investments, L.P.
Mr. Perry is the sole natural person exercising voting and/or investment
power with respect to the shares held by Stipa Investments, L.P., but
Mr. Perry disclaims beneficial ownership of the shares held by such entity
except to the extent of his pecuniary interest in these shares.
(6) Includes 22,857 shares issuable upon the exercise of options exercisable
within 60 days of March 1, 2001.
(7) Includes 19,049 shares subject to repurchase as of March 1, 2001.
(8) Includes 900,398 shares issuable upon the exercise of options exercisable
within 60 days of March 1, 2001 and 342,856 shares subject to repurchase as
of March 1, 2001.
(9) Includes 612,343 shares issuable upon the exercise of options exercisable
within 60 days of March 1, 2001 and 171,427 shares subject to repurchase as
of March 1, 2001.
(10) Includes 127,142 shares issuable upon the exercise of options exercisable
within 60 days of March 1, 2001 and 123,811 shares subject to repurchase as
of March 1, 2001.
(11) Includes 50,000 shares issuable upon the exercise of options exercisable
within 60 days of March 1, 2001. Mr. Barfod resigned effective March 9,
2001. The Company repurchased 133,334 shares
8
subject to repurchase and 50,000 options exercisable within 60 days of
March 1, 2001 were forfeited.
(12) Includes 216,428 shares issuable upon the exercise of options exercisable
within 60 days of March 1, 2001.
(13) Includes 2,953,452 shares issuable upon the exercise of options exercisable
within 60 days of March 1, 2001, and 1,015,837 shares are subject to
repurchase as of March 1, 2001.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under U.S. securities laws, directors, certain executive officers and
persons holding more than 10% of Deltagen's common stock must report their
initial ownership of the common stock and any changes in that ownership to the
Securities and Exchange Commission. The Securities and Exchange Commission has
designated specific due dates for these reports and Deltagen must identify in
this Proxy Statement those persons who did not file these reports when due.
Based solely on its review of copies of the reports filed with the Securities
and Exchange Commission and written representations of its directors and
executive officers, Deltagen believes all persons subject to reporting filed the
required reports on time in fiscal year 2000 except (a) Richard Hawkins who
filed two late reports, a Form 3 relating to his status as a reporting person
and a Form 5 relating to one stock option grant and (b) Vicente Anido who filed
one late report, a Form 3 relating to his purchase of 300 shares of Deltagen
common stock.
COMPENSATION OF DIRECTORS AND THE NAMED EXECUTIVE OFFICERS
COMPENSATION OF DIRECTORS
Except as we otherwise describe below, we have not paid any cash
compensation to members of our board of directors for their services as
directors.
We reimburse the directors for reasonable expenses in connection with board
and committee meetings. Each director who is not a Deltagen employee--an
"outside director"--currently receives an annual non-statutory stock option
grant to purchase 5,714 shares of common stock. These options will vest over a
one-year period. The first annual stock grants will be made following our Annual
Meeting of Stockholders on April 26, 2001. A new "outside director" will receive
an initial non-statutory stock option grant to purchase 22,857 shares of common
stock. These options will vest over a three-year period. Directors who are
Deltagen employees receive no compensation for their services as directors.
The Board met 11 times in fiscal year 2000. Each director attended at least
75% of the total Board and applicable committee meetings.
9
SUMMARY COMPENSATION TABLE
COMPENSATION OF THE NAMED EXECUTIVE OFFICERS--SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
AWARDS
ANNUAL ------------
COMPENSATION SECURITIES
------------------- UNDERLYING ALL OTHER
SALARY BONUS OPTIONS/SARS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($)(1) (#) ($)
- --------------------------- -------- -------- -------- ------------ ------------
William Matthews, Ph.D...................... 2000 235,000 82,500 718,970
Chief Executive Officer and President 1999 205,833 52,250
1998 134,375 32,000 274,285
Mark W. Moore, Ph.D......................... 2000 225,000 56,250 359,484
Chief Scientific Officer 1999 205,833 42,000
1998 134,375 32,000 274,285
Augustine G. Yee............................ 2000 194,375 42,000 57,142 (2)
Vice President of Corporate Development, 1999 124,631 13,125 228,571 78,444
General Counsel and Secretary 1998
Lars Barfod (3)............................. 2000 211,677 42,000 200,000
Vice President of Commercial Development 1999 43,077
1998
John E. Burke............................... 2000 185,833 42,000 171,428
Vice President of Intellectual Property 1999 12,676
1998
- ------------------------
(1) Represents bonuses earned during the year and paid in the subsequent year.
(2) Represents amount provided for relocation expenses.
(3) Mr. Barfod resigned from the Company effective March 9, 2001.
10
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table summarizes the stock options granted to each named
executive officer during the fiscal year ended December 31, 2000.
INDIVIDUAL GRANTS
-----------------------------------------------------
PERCENT OF TOTAL POTENTIAL REALIZABLE VALUE AT
NUMBER OF OPTIONS ASSUMED ANNUAL RATES OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION FOR
UNDERLYING EMPLOYEES IN OPTION TERM(4)
OPTIONS FISCAL EXERCISE EXPIRATION ------------------------------
NAME GRANTED(1) YEAR 2000 PRICE(2) DATE(3) 5% 10%
- ---- ---------- ---------------- -------- ---------- ----------- ------------
William Matthews, Ph.D........ 342,856 11.7% $ 1.57 3/6/10 $7,838,861 $12,800,919
376,114 12.8 12.60 7/7/10 4,450,715 9,894,106
Mark W. Moore, Ph.D........... 171,427 5.8 1.57 3/6/10 3,919,407 6,400,422
188,057 6.4 12.60 7/7/10 2,225,357 4,947,053
Augustine G. Yee.............. 57,142 1.9 12.60 7/7/10 676,185 1,503,185
Lars Barfod...................
John E. Burke.................
- ------------------------
(1) These incentive stock options were granted under the 1998 Stock Incentive
Plan and are exercisable in full immediately, but the shares received upon
exercise are subject to repurchase by the Company. The Company's right of
repurchase lapses as to 25% of the shares covered by the respective options
on the first anniversary of the date of grant, and lapses ratably on a
monthly basis thereafter, with the repurchase right terminating in full on
the fourth anniversary of the date of grant. Under the terms of the 1998
Stock Incentive Plan the board of directors retains the discretion, subject
to specified limitations within the stock plan, to modify, extend or renew
outstanding options and to reprice outstanding options. Options may be
repriced by canceling outstanding options and reissuing new options with an
exercise price equal to the fair market value on the date of reissue, which
may be lower than the original exercise price of such canceled options.
(2) The options were granted at an exercise price equal to the fair market value
of the underlying common stock on the date of grant, as determined in good
faith by the board of directors, and the options vest over four years from
the date of grant.
(3) The options have a term of ten years, subject to earlier termination in
certain events related to termination of employment.
(4) The dollar amounts under these columns represent the potential realizable
value of each grant over the term of the options based on assumed rates of
stock appreciation of 5% and 10%, compounded annually. The 5% and 10%
assumed rates of appreciation are suggested by the rules of the Securities
and Exchange Commission and do not represent the Company's our estimate or
projection of the future common stock price. Actual gains, if any, on stock
option exercises will be dependent on the future performance of our stock.
The potential realizable values above assume that the initial public
offering price of $15.00 per share was the fair market value of the common stock
on the date of grant and that the price of the applicable stock increases from
the date of grant until the end of the ten year option term at the annual rates
specified. There is no assurance provided to any holder of the Company's
securities that the actual stock price appreciation over the ten year option
term will be the assumed 5% and 10% levels or any other defined level.
11
AGGREGATED CORRESPONDING OPTION EXERCISES IN LAST FISCAL YEAR
AND OPTION VALUES AT DECEMBER 31, 2000
The following table provides information concerning options exercised during
2000 and options held by the named executive officers at December 31, 2000.
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-
OPTIONS AT THE-MONEY OPTIONS AT
SHARES VALUE DECEMBER 31, 2000 DECEMBER 31, 2000(2)
ACQUIRED ON REALIZED --------------------------- ---------------------------
NAME EXERCISE (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------ -------- ----------- ------------- ----------- -------------
William Matthews, Ph.D (3)....... 342,856 650,398 $2,778,864 $
Mark W. Moore, Ph.D (4).......... 171,427 462,343 2,778,864
Augustine G. Yee (5)............. 228,571 288,000 57,142
Lars Barfod (6).................. 200,000 252,000
John E. Burke.................... 171,428 1,736,788
- ------------------------
(1) The shares were exercised prior to the Company's initial public offering and
the shares were held by each individual at December 31, 2000. In addition,
the shares exercised were subject to repurchase by the Company as indicated
in the following footnotes. The value realized was computed based on the
shares acquired on exercise and the difference between the fair market value
at the date of exercise and the exercise price.
(2) The value of unexercised in-the-money options held at December 31, 2000
represents the total gain which an option holder would realize if he
exercised all of the in-the-money options held at December 31, 2000, and is
determined by multiplying the number of shares of common stock underlying
the options by the difference between the closing stock price of $10.4375
per share on the last day of trading in 2000 and the per share option
exercise price. An option is in-the-money if the fair market value of the
underlying shares exceeds the exercise of the option.
(3) Shares acquired on exercise include 342,856 shares subject to repurchase at
December 31, 2000.
(4) Shares acquired on exercise include 171,427 shares subject to repurchase at
December 31, 2000.
(5) Shares acquired on exercise include 133,333 shares subject to repurchase at
December 31, 2000.
(6) Shares acquired on exercise include 141,667 shares subject to repurchase at
December 31, 2000.
EMPLOYMENT AGREEMENTS
Dr. Matthews is party to an employment agreement dated April 7, 2000. The
agreement will expire on April 7, 2003 but will automatically renew for
additional one-year terms after that date unless either we or Dr. Matthews give
notice to not renew the agreement at least ninety days prior to the expiration
of the then existing term. The agreement provides for an initial annual salary
of $235,000 and accelerated vesting of all of Dr. Matthews' options in the event
of a change in control of our company. In addition, Dr. Matthews is entitled to
an annual bonus to be determined by the board of directors. In the event that
Dr. Matthews is terminated without cause, he will be entitled to receive
severance equal to nine months of his base salary.
Dr. Moore is party to an employment agreement dated April 8, 2000. The
agreement will expire on April 8, 2003 but will automatically renew for
additional one-year terms after that date unless either we or Dr. Moore give
notice to not renew the agreement at least ninety days prior to the expiration
of the then existing term. The agreement provides for an initial annual salary
of $225,000 and accelerated vesting of all of Dr. Moore's options in the event
of a change in control of our company. In addition, Dr. Moore is entitled to an
annual bonus to be determined by the board of directors. In the event that
12
Dr. Moore is terminated without cause, he will be entitled to receive severance
equal to six months of his base salary.
Mr. Yee is party to an employment agreement dated April 7, 2000. The
agreement will expire on April 7, 2003 but will automatically renew for
additional one-year terms after that date unless either we or Mr. Yee give
notice to not renew the agreement at least ninety days prior to the expiration
of the then existing term. The agreement provides for an initial annual salary
of $175,000 and accelerated vesting of a portion of Mr. Yee's options in the
event of a change in control of our company, unless more than 50% of his options
have already vested. In addition, Mr. Yee is entitled to an annual bonus to be
determined by the board of directors. In the event that Mr. Yee is terminated
without cause, he will be entitled to receive severance equal to six months of
his base salary.
Mr. Barfod resigned from the Company effective March 9, 2001. He had been
party to an employment agreement dated April 7, 2000. The agreement provided for
an initial annual salary of $210,000 and an annual bonus to be determined by the
board of directors. Upon his resignation, the Company repurchased the 133,334
shares of stock held by Mr. Barfod that were subject to a repurchase right.
Mr. Burke is party to an employment agreement dated April 7, 2000. The
agreement will expire on April 7, 2003 but will automatically renew for
additional one-year terms after that date unless either we or Mr. Burke give
notice to not renew the agreement at least ninety days prior to the expiration
of the then existing term. The agreement provides for an initial annual salary
of $175,000 and accelerated vesting of a portion of Mr. Burke's options in the
event of a change in control of our company, unless more than 50% of his options
have already vested. In addition, Mr. Burke is entitled to an annual bonus to be
determined by the board of directors. In the event that Mr. Burke is terminated
without cause, he will be entitled to receive severance equal to six months of
his base salary.
CERTAIN TRANSACTIONS
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee currently consists of Dr. Anido, Dr. Chambon,
Mr. Penn and Mr. Perry. No member of the Compensation Committee was an officer
or employee of the Company or any of its subsidiaries during fiscal year 2000
nor was formally an officer of the Company or any of its Subsidiaries. None of
the executive officers of the Company has served on the board of directors or on
the compensation committee of any other entity, any of whose officers served
either on the Board of Directors or on the Compensation Committee of the
Company.
MANAGEMENT INDEBTEDNESS
In March 2000, the Company issued 342,856 and 171,427 shares of common stock
to Dr. Matthews and Dr. Moore, respectively, in exchange for full recourse
promissory notes of $536,700 and $268,350, respectively. The promissory notes
are collateralized by the common stock and accrue interest at 6.8% per annum.
The principal and all accrued and unpaid interest are due and payable in
March 2004, or upon the termination of employment.
INDEMNIFICATION AGREEMENTS
Our restated certificate of incorporation and bylaws provide that we will
indemnify each of our directors and officers to the fullest extent permitted by
the Delaware General Corporation Law. Further, we have entered into
indemnification agreements with each of our directors and officers.
13
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board--the Committee--determines the
compensation of executive officers. It has provided you with this report to help
you to understand the goals, policies and procedures it follows in making its
determinations.
The Board established the present Committee, which consists of the 4 outside
directors whose names appear at the end of this report, on April 9, 2000 in
contemplation of the initial public offering.
In establishing and administering compensation policies and programs after
the initial public offering, the Committee considered the compensation policies
and arrangements established by Deltagen before the initial public offering,
including the levels of individual compensation, and commitments made by
Deltagen and the Board before the initial public offering as well as factors
relevant to Deltagen after the initial public offering.
The Committee's executive compensation philosophy has been and continues to
be that compensation programs should:
- be closely aligned with the interest of the stockholders;
- be linked with business goals and strategies;
- be competitive within our industry and community so that we can attract
and retain high quality executives;
- base a substantial portion of executive officer compensation on our
operating performance measured against pre-determined objectives; and
- reward executive officers for good performance.
Compensation of executive officers, including the Chief Executive Officer,
is comprised of four elements--base salary, annual bonuses, stock ownership and
other compensation.
BASE SALARIES
Base salary is designed primarily to provide compensation at competitive
levels so as to attract and retain the executive.
ANNUAL INCENTIVE AWARDS
We also have created annual incentives for executive officers through
potential cash awards under an incentive plan intended to link compensation to
operational performance.
STOCK OPTIONS
We believe that executive officers and other employees who are in a position
to make a substantial contribution to our long-term success and to build
stockholder value, should have a significant stake in our on-going success. As a
result, we have granted incentive stock options and non-qualified stock options
under incentive stock plans in order to retain talented executive officers and
to align their compensation with stockholder value. Because the stock options
have an exercise price equal to the market price of our stock on the grant date
and generally vest in equal installments over four years assuming continued
employment, stock options compensate executive officers only if the stock price
increases after the date of grant and the executive officer remains employed for
the periods required for the stock option to become exercisable.
14
OTHER COMPENSATION
To attract and retain talented executive officers, the Committee also has
approved arrangements giving executive officers certain perquisites, such as
disability insurance.
TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Section 162(m) of the Internal Revenue Code generally provides that publicly
held corporations may not deduct in any taxable year certain compensation in
excess of $1,000,000 paid to the chief executive officer and the next four most
highly compensated executive officers. However, the Committee considers one of
its primary responsibilities to be structuring a compensation program that will
attract, retain and reward executive talent necessary to maximize stockholder
return. Accordingly, the Committee believes that the Company's interests are
best served in some circumstances by providing compensation (such as salary,
perquisites and special cash bonuses) which might be subject to the tax
deductibility limitation of Section 162(m).
BASES FOR CEO COMPENSATION
The Committee followed generally the same policies and programs described
above for compensation of executive officers in determining fiscal year 2000
compensation for Dr. Matthews as President and Chief Executive Officer.
Respectively submitted,
VICENTE ANIDO, JR.
PHILIPPE O. CHAMBON
THOMAS A. PENN
F. NOEL PERRY
15
AUDIT COMMITTEE REPORT
Notwithstanding anything to the contrary set forth in any of the Company's
filings under the Securities Act of 1933 or the Securities Exchange Act of 1934,
the following report of the Audit Committee shall not be incorporated by
reference into any such filings and shall not otherwise be deemed filed under
such acts.
With respect to fiscal 2000, the Audit Committee has reviewed and discussed
the audited financial statements with management. The Audit Committee has
discussed with the independent auditors the matters required to be discussed by
SAS 61. The Audit Committee received the written disclosures and the letter from
the independent auditors required by Independence Standards Board Standard
No. 1, and has discussed with the independent auditors the auditors'
independence.
Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the financial statements be included
in the Annual Report on Form 10-K for the fiscal year ended December 31, 2000
for filing with the Securities and Exchange Commission.
During fiscal 2000, the Board of Directors adopted the written Audit
Committee Charter, as presented in Appendix A, in accordance with the Securities
and Exchange Commission Regulation 4460(d)(1).
Respectfully submitted,
VICENTE ANIDO, JR.
PHILIPPE O. CHAMBON
THOMAS A. PENN
AUDITOR INDEPENDENCE
AUDIT FEES
Fees for professional services rendered by PricewaterhouseCoopers LLP for
the audit of the Company's annual financial statements for the fiscal year ended
December 31, 2000 and the reviews of the financial statements included in the
Company's quarterly reports on Form 10-Q during the fiscal year ended
December 31, 2000 are $101,212 of which an aggregate amount of $21,212 has been
billed through December 31, 2000.
The aggregate fees billed for professional services rendered by
PricewaterhouseCoopers LLP for the audit of the Company's annual financial
statements for the fiscal year ended December 31, 1999 were $50,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
No information technology services were provided by PricewaterhouseCoopers
LLP for the fiscal year ended December 31, 2000.
ALL OTHER FEES
The aggregate fees billed for professional services rendered by
PricewaterhouseCoopers LLP for the review of the Company's initial public
offering were $389,813. No other services were provided by
PricewaterhouseCoopers LLP, other than the services covered in "Audit Fees"
above, for the fiscal year ended December 31, 2000. The Audit Committee of the
Board has considered whether the provision of non-audit services is compatible
with maintaining the principal accountant's independence.
16
PERFORMANCE MEASUREMENT COMPARISONS (1)
The graph below compares total stockholder returns of Deltagen common stock
with the cumulative total stockholder return of the Nasdaq Composite Index and
the Nasdaq Biotechnology Index. The Nasdaq Composite Index tracks the aggregate
price performance of equity securities of companies traded on the Nasdaq. The
Nasdaq Biotechnology Index tracks approximately 75 stocks in the biotechnology
sector. All values assume an initial investment of $100 and the reinvestment of
the full amount of all dividends and are calculated monthly through
December 31, 2000. The graph begins on August 3, 2000, the date Deltagen common
stock began trading on the Nasdaq National Market.
The stockholder return shown on the graph below is not necessarily
indicative of future performance and the Company will not make or endorse any
predictions as to future stockholder returns.
COMPARISON OF FIVE-MONTH CUMULATIVE TOTAL RETURN
AMONG DELTAGEN, INC., NASDAQ AND NASDAQ BIOTECHNOLOGY
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
8/3/00 8/1/00 9/1/00 10/1/00 11/1/00 12/1/00
DELTAGEN, INC. 100.00 192.50 206.25 105.83 80.00 69.59
NASDAQ STOCK MARKET (U.S.) 100.00 111.96 97.42 89.38 68.91 65.28
NASDAQ BIOTECHNOLOGY 100.00 112.59 108.64 99.81 86.64 89.58
- ------------------------
(1) This Section is not "soliciting material," is not deemed "filed" with the
SEC and is not to be incorporated by reference in any filing of the Company
under the Securities Act or the Exchange Act whether made before or after
the date hereof and irrespective of any general incorporation language in
any such filing.
17
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 2002 ANNUAL MEETING
Proposals of stockholders intended to be included in the Company's proxy
statement for the 2002 Annual Meeting of Stockholders must be received by
Augustine G. Yee, Vice President and General Counsel, no later than
November 23, 2001. If the Company is not notified of a stockholder proposal by
February 4, 2002, then the proxies held by management of the Company provide
discretionary authority to vote against such stockholder proposal, even though
such proposal is not discussed in the Proxy Statement.
ANNUAL REPORT
A copy of the Annual Report of the Company for the fiscal year ended
December 31, 2000 has been mailed concurrently with this Proxy Statement to all
stockholders entitled to notice of and to vote at the Annual Meeting.
The Company will file an Annual Report on Form 10-K with the SEC on or
before April 2, 2001. Stockholders may obtain a copy of this report, without
charge, by writing to Augustine G. Yee, Vice President and General Counsel,
Deltagen, Inc., 1003 Hamilton Avenue, Menlo Park, California 94025.
OTHER MATTERS
The Board of Directors knows of no other business that will be presented at
the Annual Meeting. If any other business is properly brought before the Annual
Meeting, proxies in the enclosed form will be voted in respect thereof as the
proxy holders deem advisable. It is important that the proxies be returned
promptly and that your shares be represented. Stockholders are urged to mark,
date, execute and promptly return the accompanying proxy card in the enclosed
envelope.
By Order of the Board of Directors,
/s/ AUGUSTINE G. YEE
Augustine G. Yee
Vice President, General Counsel and
Secretary
March 23, 2001
Menlo Park, California
18
APPENDIX A
AUDIT COMMITTEE CHARTER
(Adopted April 9, 2000)
The Audit Committee shall be established by the Board of Directors to assist
the Board in monitoring the integrity of the Company's financial statements, the
compliance by the Company with legal and regulatory requirements and the
independence and performance of the Company's internal and external auditors.
The Audit Committee shall consist of at least three members of the Board,
each of whom shall meet the independence and experience requirements of
applicable laws and regulations. The members of the Audit Committee shall be
appointed by the Board.
The Audit Committee shall make regular reports to the Board.
The Audit Committee shall:
- Review the annual audited financial statements with management, including
major issues regarding accounting and auditing principles and practices as
well as the adequacy of internal controls that could significantly affect
the Company's financial statements.
- Review an analysis prepared by management and the independent auditor of
significant financial reporting issues and judgments made in connection
with the preparation of the Company's financial statements.
- Review with management and the independent auditor the Company's quarterly
financial statements prior to their release.
- Meet periodically with management to review the Company's major financial
risk exposures and the steps management has taken to monitor and control
such exposures.
- Review major changes to the Company's auditing and accounting principles
and practices as suggested by the independent auditor, internal auditors
or management.
- Recommend to the Board the appointment of the independent auditor, which
firm is ultimately accountable to the Audit Committee and the Board.
- Approve the fees to be paid to the independent auditor.
- Receive periodic reports from the independent auditor regarding the
auditor's independence, discuss such reports with the auditor, and if so
determined by the Audit Committee, recommend that the Board take
appropriate action to satisfy itself of the independence of the auditor.
- Evaluate together with the Board the performance of the independent
auditor and, if so determined by the Audit Committee, recommend that the
Board replace the independent auditor.
- Review the appointment and replacement of the senior internal auditing
executive.
- Review the significant reports to management prepared by the internal
auditing staff and management's responses.
- Meet with the independent auditor prior to the audit to review the
planning and staffing of the audit.
- Obtain from the independent auditor assurance that Section 10A of the
Private Securities Litigation Reform Act of 1995 has not been implicated.
A-1
- Obtain reports from management, the Company's senior internal auditing
executive and the independent auditor that the Company's
subsidiary/foreign affiliated entities are in conformity with applicable
legal requirements and the Company's Code of Conduct.
- Discuss with the independent auditor the matters required to be discussed
by Statement on Auditing Standards No. 61 relating to the conduct of the
audit.
- Review with the independent auditor any problems or difficulties the
auditor may have encountered and any management letter provided by the
auditor and the Company's responses to that letter. Such review should
include:
-- Any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or access to
required information.
-- Any changes required in the planned scope of the internal audit.
-- The internal audit department responsibilities, budget and staffing.
- Prepare the report required by the rules of the Securities and Exchange
Commission to be included in the Company's annual proxy statement.
- Advise the Board with respect to the Company's policies and procedures
regarding compliance with applicable laws and regulations and with the
Company's Code of Conduct.
- Review with the Company's management legal matters that may have a
material impact on the financial statements, the Company's compliance
policies and any material reports or inquiries received from regulators or
governmental agencies.
- Meet at least annually with the chief financial officer, the senior
internal auditing executive and the independent auditor in separate
executive sessions.
The Audit Committee shall have the authority to retain special legal,
accounting or other consultants to advise the Committee. The Audit Committee may
request any officer or employee of the Company or the Company's outside counsel
or independent auditor to attend a meeting of the Committee or to meet with any
members of, or consultant to, the Committee.
While the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.
This is the responsibility of management and the independent auditor. Nor is it
the duty of the Audit Committee to conduct investigations, to resolve
disagreements, if any, between management and the independent auditor or to
assure compliance with laws and regulations and the Company's Code of Conduct.
The Audit Committee shall review and reassess the adequacy of this Charter
annually and recommend any propose changes to the Board.
A-2
PROXY
DELTAGEN, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS, APRIL 26, 2001
(SEE PROXY STATEMENT FOR DISCUSSION OF ITEMS)
The undersigned hereby appoints William Matthews, Richard Hawkins, and
Augustine Yee as proxies, with power of substitition, to vote all shares of
Deltagen, Inc. Common Stock which the undersigned is entitled to vote on all
matters which may properly come before the 2001 Annual Meeting of Stockholders
of Deltagen, Inc., or any adjournment thereof.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
X PLEASE MARK VOTES AS IN THIS EXAMPLE.
---
THE BOARD OF DIRECTORS PROPOSES AND RECOMMENDS A VOTE FOR ITEM 1.
1. Election of two directors to serve for the ensuing three years until
their successors are duly elected and qualified or until earlier death
or resignation.
NOMINEES: (01) F. Noel Perry and (02) Nicholas J. Simon, III.
FOR THE NOMINEES _____ _____ WITHHELD FROM THE NOMINEES
_____ ____________________________________________
For all nominees except as noted above
THE SHARES REPRESENTED BY THIS PROXY CARD WILL BE VOTED AS SPECIFIED ABOVE,
BUT IF NO SPECIFICATION IS MADE THEY WILL BE VOTED FOR ITEM 1 AND AT THE
DISCRETION OF THE PROXIES ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE
THE MEETING.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT _____
MARK HERE IF YOU PLAN TO ATTEND THE MEETING _____
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, give full name and title as such.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ACCOMPANYING ENVELOPE.
Signature:_________________ Date:______ Signature:________________ Date:________