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ESSENTIAL THERAPEUTICS, INC.
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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On January 17, 2003, Essential Therapeutics, Inc. issued a press release
announcing that it adjourned its special meeting of the stockholders convened on
January 17, 2003 to reconvene on January 23, 2003. The following is the text of
the press release:
[ESSENTIAL THERAPEUTICS LOGO APPEARS HERE]
Contacts:
Mark Skaletsky Lisa Burns (Investors)
Chief Executive Officer Justin Jackson (Media)
(781) 647-5554 Burns McClellan
(212) 213-0006
Paul Mellett
Chief Financial Officer
(781) 647-5554
Essential Therapeutics Adjourns Stockholder Meeting
Waltham, MA, January 17, 2003--Essential Therapeutics, Inc. (Nasdaq: ETRX) today
announced that, as planned, it adjourned the Special Meeting of Stockholders
convened at 9:30 a.m. today for the purpose of considering proposals to (1)
approve the conversion of its Series B Preferred Stock into common stock, (2)
increase the authorized capital stock of the Company and (3) approve an
amendment to its Restated Certificate of Incorporation to effect any of certain
specified reverse stock splits. The Company adjourned the meeting because the
holders of approximately 42% of the Company's outstanding shares of common stock
have not yet submitted proxies indicating how such shares should be voted at the
Special Meeting on the proposals to approve the conversion of the Series B
Preferred Stock and to increase the authorized capital stock of the Company. The
Company announced that the Special Meeting will be reconvened at 9:30 a.m. on
Thursday, January 23, 2003 at the Doubletree Guest Suites located at 550 Winter
Street, Waltham, Massachusetts.
Due to the nature of the vote required, a non-vote amounts to a vote against the
proposal, and because of the potentially severe consequences to all of the
common stockholders of the failure to secure the vote to approve the conversion
of the Series B Preferred Stock into common stock, the Company encourages all
stockholders to vote their shares in the manner in which the stockholder
intends. As of the end of the day on January 16th, holders 6,280,418 shares had
submitted proxies in favor of the proposal approving the conversion of the
Series B Preferred Stock, while holders of 4,646,147 had submitted proxies
against the proposal and holders of 75,465 had submitted proxies abstaining from
a vote on this proposal. Similarly, holders of 6,352,755 shares have submitted
proxies in favor of the increase in the authorized capital stock of the Company,
while holders of 4,577,292 shares have submitted proxies against the proposal
and the holders of 71,983 shares have submitted proxies abstaining from a vote
on this proposal. With respect to the proposal to approve an amendment to its
Restated Certificate of Incorporation to effect any of certain specified stock
splits, stockholders holding approximately 14,048,385 shares of common stock
have submitted proxies in favor of the proposal, while holders of 2,548,241
shares have submitted proxies against the proposal and holders of 67,210 shares
have submitted proxies abstaining from voting.
The Company encourages all common stockholders to read the Proxy Statement
distributed on or about December 3, 2002 and to submit a proxy or to contact
their broker as soon as possible indicating how to vote their shares of common
stock at the Special Meeting on the proposals described in the Proxy Statement.
Stockholders who need Proxy materials are encouraged to contact the Secretary of
the Company at 781-672-1332.
About Essential Therapeutics
Essential Therapeutics is committed to the development of breakthrough
biopharmaceutical products for the treatment of life-threatening diseases. With
an emerging pipeline of product candidates, Essential Therapeutics is dedicated
to commercializing novel small molecule products addressing important unmet
therapeutic needs. Additional information on Essential Therapeutics can be
obtained at http://www.essentialtherapeutics.com.
Statements contained herein that are not historical fact may be forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Act of 1934, that are subject to a variety of
risks and uncertainties. There are a number of important factors that could
cause actual results to differ materially from those projected or suggested in
any forward-looking statements made by the Company. These factors include, but
are not limited to, the Company's ability to meet and sustain compliance with
all of the listing requirements of the Nasdaq National Market. For a discussion
of other risks and uncertainties affecting Essential Therapeutics' business, see
the Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
2002. Actual results and timing of certain events could differ materially from
those included in the forward-looking statements as a result of these or other
factors.
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