UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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 Pursuant to ss.240.14a-12
HUMAN PHEROMONE SCIENCES, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i) (1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials:
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a) (2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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HUMAN PHEROMONE SCIENCES, INC.
Notice of Annual Meeting of Shareholders
to be held June 22, 2005
------------------------------------
To the Shareholders of Human Pheromone Sciences, Inc.:
The annual meeting of shareholders (the "Annual Meeting") of Human
Pheromone Sciences, Inc. (the "Company" or "HPS") will be held at the offices of
Heller Ehrman White & Mc Auliffe LLP, 275 Middlefield Road, Menlo Park,
California, on June 22, 2005, at 10:00 am local time, for the following
purposes:
(1) To elect four Directors to hold office until the next Annual
Meeting;
(2) To act upon such other business as may properly come before the
meeting.
These items of business are more fully described in the Proxy Statement
accompanying this notice.
Only shareholders of record at the close of business on May 4, 2004,
are entitled to notice of, and to vote at the Annual Meeting and any
adjournments or postponements thereof.
All shareholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, please mark, sign, date
and return the enclosed proxy card as soon as possible in the postage-prepaid
envelope enclosed for that purpose. Any shareholder attending the meeting may
vote in person even if the shareholder has returned a proxy.
BY ORDER OF THE BOARD OF DIRECTORS
Julian N. Stern, Secretary
San Jose, California
April 26, 2005
================================================================================
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE SIGN
AND RETURN THE ENCLOSED PROXY AS SOON AS POSSIBLE IN THE ENCLOSED POSTPAID
ENVELOPE. THANK YOU FOR ACTING PROMPTLY.
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HUMAN PHEROMONE SCIENCES, INC.
84 West Santa Clara Street, Suite 720
San Jose, California 95113
Telephone: (408) 938-3030
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PROXY STATEMENT
-----------------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
The enclosed proxy is solicited on behalf of the Board of Directors
(the "Board") of Human Pheromone Sciences, Inc., a California corporation (the
"Company"). The proxy is solicited for use at the annual meeting of shareholders
(the "Annual Meeting") to be held at 10:00 a.m. local time on June 22, 2005, at
the offices of Heller Ehrman White & McAuliffe LLP, 275 Middlefield Road, Menlo
Park, California. The approximate date on which this proxy statement and
accompanying notice and proxy are being mailed to shareholders is May 20, 2005.
Record Date and Shares Outstanding
- ----------------------------------
Only shareholders of record at the close of business on May 4, 2005,
are entitled to notice of, and to vote at the Annual Meeting and any
adjournments or postponements thereof. At the close of business on that date,
the Company had outstanding 4,151,954 shares of Common Stock. Holders of a
majority of the outstanding shares of common stock of the Company, either
present in person or by proxy, will constitute a quorum for the transaction of
business at the Annual Meeting.
Revocability of Proxies
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Any shareholder giving a proxy in the form accompanying this proxy
statement has the power to revoke the proxy prior to its exercise. A proxy can
be revoked by an instrument of revocation delivered prior to the Annual Meeting
to the Secretary of the Company, by a duly executed proxy bearing a later date
or time than the date or time of the proxy being revoked, or at the Annual
Meeting if the shareholder is present and elects to vote in person. Mere
attendance at the Annual Meeting will not serve to revoke a proxy.
Voting and Solicitation
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On all matters that come before the Annual Meeting all common
shareholders are entitled to one vote for each share held.
A shareholder has the right to request cumulative voting for the
election of directors by giving notice of such shareholder's intention to
cumulate votes at the meeting prior to the voting. Cumulative voting allows a
shareholder to cast that number of votes which equals the number of directors to
be elected by such shareholder multiplied by the number of votes the Shares held
by such shareholder are entitled to and to distribute those votes among the
nominees as the shareholder may choose. However, no shareholder shall be
entitled to vote for more than four candidates to be elected by holders of
Common Stock and votes may not be cast in favor of a candidate unless the
candidate's name has been placed in nomination prior to the voting. In the
election of Directors, the candidate receiving the highest number of affirmative
votes of the Common Stock represented and voting at the Annual Meeting will be
elected directors.
Abstentions and broker non-votes will be counted in determining whether
a quorum is present at the Annual Meeting. On matters other than election of
directors, abstentions have the same effect as votes against a proposal for
purpose of determining whether or not a proposal has been approved, whereas
broker non-votes are not counted for such purpose.
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The Company will bear the entire cost of solicitation, including
preparation, assembling and mailing this proxy statement, the proxies and any
additional material which may be furnished to shareholders. The Company will,
upon request, reimburse the reasonable charges and expenses of brokerage houses
or other nominees or fiduciaries for forwarding proxy materials to, and
obtaining authority to execute proxies from beneficial owners for whose accounts
they hold shares of Common Stock. The original solicitation of proxies by mail
may be supplemented by telephone, telegram and/or personal solicitation by
directors, officers or employees of the Company. No additional compensation will
be paid for such services.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of March 31, 2005 by: (i)
each person who is known by the Company to own beneficially more than 5% of the
outstanding shares of Common Stock; (ii) each of the Company's executive
officers named in the Summary Compensation Table; (iii) each of the Company's
directors; and (iv) by all directors and executive officers as a group. In
computing the number of shares beneficially owned by a person and the percentage
of ownership of that person, shares of Common Stock subject to options held by
that person that are currently exercisable or exercisable within 60 days of
March 31, 2005 (see note (4) for exception) are deemed outstanding. Such shares,
however, are not deemed outstanding for the purpose of computing the percentage
ownership of each other person. The percentage of beneficial ownership is based
on 4,151,954 shares of Common Stock outstanding as of March 31, 2005. Except as
otherwise indicated, the Company believes that the beneficial owners of the
securities listed below, based on information furnished by such owners, have
sole investment and voting power with respect to the Common Stock shown as being
beneficially owned by them:
Directors, Nominees, Officers And 5% Stockholders Shares Beneficially Owned Percent Of Class
------------------------------------------------- ------------------------- ----------------
5% Stockholders
- ---------------
MK GVD Fund(1) 657,723 15.8
Directors, Nominees, Officers
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William P. Horgan (2) (5) 175,733 4.1
Bernard I. Grosser, M.D.(3) (5) 210,517 5.0
Helen C. Leong(3) (5) 141,353 3.3
Robert Marx(3) (5) 134,351 3.2
Robert Brooks(4) (5) 43,166 1.0
Greg Fredrick (5) 0 0.0
All executive officers and directors as a group
(5 shareholders) 1,362,843 29.9
<FN>
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(1) MK GVD Fund is managed by Dubuglo LLC, 2221 Old Oakland Road, San Jose, CA
95131.
(2) Includes 118,000 shares issuable on exercise of outstanding options.
(3) Includes 86,666 shares issuable on exercise of outstanding options.
(4) Includes 20,833 shares issuable on exercise of outstanding options.
(5) Individuals may be contacted at the corporate offices at 84 W. Santa Clara
St., Suite 720, San Jose, CA 95113.
</FN>
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PROPOSAL 1 -- ELECTION OF DIRECTORS
Each of the four directors to be elected will hold office until the
next annual meeting of the shareholders or until a successor shall be elected
and qualified. The following individuals are proposed for election:
Name Age Position
- ---- --- --------
William P. Horgan 57 Chairman of the Board of Directors,
Chief Executive Officer and Director
Bernard I. Grosser, MD 76 Director
Helen C. Leong 77 Director
Robert Marx 74 Director
William P. Horgan was appointed Chairman of the Board in November
1996 after serving as President, Chief Executive Officer and Director since
January 1994, when he joined the Company.
Bernard I. Grosser, MD has served as a Director since March 1992. Dr.
Grosser is Chairman of the Department of Psychiatry at the University of Utah
and has served in that capacity since 1982. Dr. Grosser has conducted extensive
research related to hormonal target areas of the brain.
Helen C. Leong has served as a Director since April 1993. Mrs. Leong is
and has been for more than five years the managing partner of Leong Ventures,
which makes investments in the areas of biogenetics and health-oriented
technologies. She is a general partner of CLW Associates, which specializes in
real estate and start-up businesses in consumer fields. Mrs. Leong is also a
founder of Mid-Peninsula Bank of Palo Alto where she has served as a director
since 1988.
Robert Marx has served as a Director since October 1994. Mr. Marx was
the founder and Co-Chief Executive Officer of Gildamarx Incorporated, a firm
specializing in designing and manufacturing exercise apparel and products for
active lifestyles from 1979 until the sale of the company in 1996. He is a
former member of the Executive Committee of the Sports Apparel Products Council
and the Board of Directors of the California Manufacturers Association, and is
the Chairman of the Board of Governors for the City of Hope.
There are no family relationships among directors or executive officers
of the Company.
Required Vote
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The nominee receiving the highest number of affirmative votes of the
Common Stock present or represented and entitled to be voted for them will be
elected as directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE ELECTION
OF THE NOMINEES.
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Director Nomination
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Criteria for Board Membership. In selecting candidates for appointment or
re-election to the Board, the current Board of Directors considers the
appropriate balance of experience, skills and characteristics required of the
Board of Directors, and seeks to insure that at least a majority of the
directors are independent under the rules of the Nasdaq Stock Market, that
members of the Company's audit committee meet the financial literacy and
sophistication requirements under the rules of the Nasdaq Stock Market and at
least one of them qualifies as an "audit committee financial expert" under the
rules of the Securities and Exchange Commission. Nominees for director are
selected on the basis of their depth and breadth of experience, industry
knowledge, integrity, ability to make independent analytical inquiries,
understanding of the Company's business environment, and willingness to devote
adequate time to Board duties.
Stockholder Nominees. The Board of Directors will consider written
proposals from stockholders for nominees for director. Any such nominations
should be submitted to the Board of Directors c/o the Secretary of the Company
and should include the following information: (a) all information relating to
such nominee that is required to be disclosed pursuant to Regulation 14A under
the Securities Exchange Act of 1934 (including such person's written consent to
being named in the proxy statement as a nominee and to serving as a director if
elected); (b) the names and addresses of the stockholders making the nomination
and the number of shares of the Company's common stock which are owned
beneficially and of record by such stockholders; and (c) appropriate
biographical information and a statement as to the qualification of the nominee,
and should be submitted in the time frame described in the Bylaws of the Company
and under the caption, "Stockholder Proposals for 2005 Annual Meeting" below.
Process for Identifying and Evaluating Nominees. The Board of Directors
believes the company is well-served by its current directors. In the ordinary
course, absent special circumstances or a material change in the criteria for
Board membership, the nominating committee will renominate incumbent directors
who continue to be qualified for Board service and are willing to continue as
directors. If an incumbent director is not standing for re-election, or if a
vacancy on the Board occurs between annual stockholder meetings, and the Board
determines the seat should be filled, the Board of Directors will seek out
potential candidates for Board appointment who meet the criteria for selection
as a nominee and have the specific qualities or skills being sought. Director
candidates will be selected based on input from members of the Board, senior
management of the company and, if the Board of Directors deems appropriate, a
third-party search firm. The Board of Directors will evaluate each candidate's
qualifications and check relevant references; in addition, such candidates will
be interviewed by at least one member of the Board of Directors. Candidates
meriting serious consideration will meet with all members of the Board. Based on
this input, the Board of Directors will evaluate which of the prospective
candidates is qualified to serve as a director and whether the Board of
Directors should recommend that this candidate be appointed to fill a current
vacancy on the Board, or presented for the approval of the stockholders, as
appropriate. The Company has never received a proposal from a stockholder to
nominate a director. Although the Board of Directors has not adopted a formal
policy with respect to stockholder nominees, the Board of Directors expects that
the evaluation process for a stockholder nominee would be similar to the process
outlined above.
Board Nominees for the 2005 Annual Meeting. Each of the nominees listed in this
Proxy Statement are current directors standing for re-election.
Board Compensation
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Directors currently are not compensated for attending Board meetings,
but are reimbursed for their reasonable expenses incurred in attendance. The
Company's 2003 Non-Employee Directors' Stock Option Plan (the "2003 Plan")
provides for the automatic grant of 20,000 shares of Common Stock if a person
who is neither an officer nor an employee of the Company and who has not
previously been a member of the Board is elected or appointed director. Each
such option will become exercisable at the rate of one-twelfth of the number of
shares covered by the option each month following the grant date, so long as the
individual is serving as a director, with full vesting over one year. In
addition, on the date of the first meeting of the Board immediately following
each annual meeting of stockholders of the Company, the Company is required to
grant to each non-employee director a 10-year Non-Qualified Option to purchase
20,000 shares of the Company's Common Stock at an exercise price equal to the
fair market value of Common Stock on the date of the grant. These options will
vest one-twelfth per month after the date of grant, as long as the individual is
serving as a director, with full vesting over one year. The exercise price of
-5-
all options granted pursuant to the 2003 Plan is the fair market value of the
Company's Common Stock at the time of grant. A total of 240,000 shares are
reserved for issuance under the 2003 Plan.
Board Meetings and Committees of the Board
- ------------------------------------------
The Board of Directors met six times in 2004, the audit committee met
three times and the compensation committee held one meeting. Each director
participated in at least 85% of the Board and Committee meetings held during
2004.
Nominating Committee
The Company does not have a standing nominating committee due the small
size of the Board. Each of the current Board members participate in the
consideration of director nominees.
Compensation Committee
The Compensation and Stock Option Committee of the Board of Directors,
whose members are Dr. Grosser, Mrs. Leong and Mr. Marx, held one meeting during
2004, with all director members in attendance at the meeting. The Compensation
Committee is responsible for determining salaries, incentives and other forms of
compensation for officers and other employees of the Company and administers
various benefit plans.
Audit Committee
The current members of the Audit Committee of the Board of Directors
are Dr. Grosser, Mrs. Leong and Mr. Marx. The Board has determined that all
members of the audit committee are independent directors under the rules of the
Nasdaq Stock Market and each of them is able to read and understand fundamental
financial statements. The Board has determined that Mrs. Leong qualifies as an
"audit committee financial expert" as defined by the rules of the Securities and
Exchange Commission. The Audit Committee's purpose is to consult with the
Company's independent auditors concerning their audit plans, the results of the
audit, the Company's accounting principles and the adequacy of the Company's
general accounting controls.
Communications With Directors
Stockholders or other interested parties may communicate with any
director or committee of the Board by writing to them c/o Secretary, Human
Pheromone Sciences, 84 W. Santa Clara St., Suite 720, San Jose, CA 95113 or by
sending an e-mail to secretary@erox.com. Comments or questions regarding the
Company's accounting, internal controls or auditing matters will be referred to
members of the Audit Committee. Comments or questions regarding the nomination
of directors and other corporate governance matters will be referred to the
Board members.
The Company has a policy of encouraging all directors to attend the
annual shareholder meetings. All of the directors attended the 2004 annual
meeting.
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REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board of Directors of Human Pheromone
Sciences, Inc. serves as the representative of the Board for general oversight
of the Company's financial accounting and reporting process, system of internal
controls, audit process, and process for monitoring compliance with laws and
regulations. Each of the members of the Audit Committee is independent, as
defined under the listing standards of NASDAQ. The committee operates under a
written charter adopted by the Board a copy of which was filed with our 2004
proxy statement as Exhibit A. The Company's management has primary
responsibility for the system of internal controls and preparing the Company's
financial statements and for the Company's financial reporting process. The
Company's independent auditors, Singer Lewak Greenbaum & Goldstein LLP, are
responsible for expressing an opinion on the conformity of the Company's audited
financial statements to accounting principles generally accepted in the United
States of America.
In this context and in connection with the audited financial statements
contained in the Company's Annual Report on Form 10-KSB, the Audit Committee:
o reviewed and discussed the audited financial statements with the
Company's management, including a discussion of the quality of the
accounting principles;
o discussed with Singer Lewak Greenbaum & Goldstein LLP, the Company's
independent auditors, their judgment as to the quality of the Company's
accounting principles, as well as certain matters related to the
conduct of the audit, as required by Statement of Auditing Standards
No. 61, "Communications with Audit Committees";
o met with the independent auditors, with and without management present,
to discuss the results of their examination, their evaluations of the
Company's internal controls, and the overall quality of the Company's
financial reporting;
o reviewed the written disclosures required by Independence Standard
Board Standard No.1, "Independence Discussions with Audit Committees,"
discussed with the auditors their independence from the Company, and
concluded that the non-audit services performed by Singer Lewak
Greenbaum & Goldstein LLP are compatible with maintaining their
independence; and
o instructed the independent auditors that the Committee expects to be
advised if there are any subjects that require special attention.
Based upon the Audit Committee's discussions with management and the
independent accountants, and upon the Audit Committee's review of the
representations of management and the independent accountants, the Audit
Committee recommended to the Board of Directors that the audited financial
statements for the fiscal year ended December 31, 2004 be included in the
Company's Annual Report on Form 10-KSB, for filing with the Securities and
Exchange Commission.
Audit Committee:
Bernard I. Grosser, M.D.
Helen Leong, Chairperson
Robert Marx
Principal Accountant Fees and Services
Singer Lewak Greenbaum & Goldstein LLP was retained as the Company's
independent auditors for the years ended December 31, 2004 and 2003. In
accordance with standard policy Singer Lewak Greenbaum & Goldstein LLP
periodically change the individuals who are responsible for the Company's audit.
In addition to performing the audit of the Company's financial
statements for the year 2004, Singer Lewak Greenbaum & Goldstein LLP provided
other services during the year. The aggregate fees billed for 2004 are as
follows:
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2004 2003
------- -------
Audit Fees $62,997 $70,026
Tax Fees $ 8,627 $ 5,199
The audit committee reviews, pre-approves the audit and tax fees
proposed by the Singer Lewak Greenbaum & Goldstein LLP in their annual
engagement letter. Singer Lewak Greenbaum & Goldstein LLP did not provide any
services related to financial information systems design and implementation
during 2004.
The Company does not anticipate that representatives from Singer Lewak
Greenbaum & Goldstein, LLP will be present at the annual meeting.
EXECUTIVE COMPENSATION
- ----------------------
The following table sets forth the total compensation for 2004, 2003
and 2002 of the Chief Executive Officer and each of the other executive officers
of the Company whose total salary and bonus for 2004 exceeded $100,000 (the
"Named Officers").
SUMMARY COMPENSATION TABLE
Annual
Compensation Long-Term Compensation Award
------------ ----------------------------
Restricted
Stock Securities Underlying Other
Name and Principal Position Year Salary Award Options (#) Compensation(A)
--------------------------- ---- ------ ------ ----------- ---------------
William P. Horgan 2004 $225,250 -- -- $ 18,000
Chairman of the Board and Chief 2003 $214,856 $6,500 -- $ 18,000
Executive Officer 2002 $208,000 -- -- $ 18,000
Robert Brooks 2004 $133,500 -- -- --
Vice President Operations 2003 $132,462 $2,600 -- --
2002 $121,500 -- --
Gregory S. Fredrick 2004 $121,700 -- -- --
Chief Financial Officer 2003 $105,450 -- -- --
2002 $ 94,000 -- -- --
<FN>
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(A) Mr. Horgan receives an automobile allowance of $18,000 per year, payable
semimonthly.
</FN>
Stock Options Granted in the Fiscal Year Ended December 31, 2004
No stock options were granted to the Named Officers during fiscal year
2004.
-8-
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values
The following table sets forth certain information concerning the
number of unexercised options held as of December 31, 2004 by the Named
Officers.
Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-the-Money Options at
December 31, 2004 December 31, 2004
Name Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------------------- -------------------------
(#) ($)(1)
--- ------
William P. Horgan 118,000 / 0 $ 0 / $ 0
Robert Brooks 20,833 / 0 $ 0 / $ 0
- --------------------
(1) Assuming a stock price of $.62per share, which was the closing price of a
Share of Common Stock reported on the NASDAQ National Market on December
31, 2004.
EQUITY COMPENSATION PLAN INFORMATION
Number of remaining
Number of securities available for future
to be issued upon Weighted-average issuance under equity
exercise of exercise price of compensation plans(excluding
outstanding options, outstanding options, securities reflected in
Equity Compensation Plans warrants and rights warrants and rights column(a))
------------------------- ------------------- ------------------- ----------
Equity compensation plans approved by
security holders 329,000 $ 2.02 -
Equity compensation plans not
approved by security holders 120,000 $ 0.37 180,000
DESCRIPTION OF PLANS NOT APPROVED BY SHAREHOLDERS
On June 25, 2003 the Board of Directors adopted the 2003 Non-employee
Directors Stock Option Plan (the "2003 Plan") of Human Pheromone Sciences, Inc.
A maximum of 300,000 shares of commons stock may be issued on exercise of the
Options granted pursuant to the 2003 Plan. The 2003 Plan will expire on June 24,
2010. This plan replaces the Directors' Plan which expired June 13, 2003. The
2003 Plan provides for annual grants of options to purchase 20,000 shares of
common stock to each non-employee director at an exercise price equal to the
fair market value of the stock on the date of the grant.
-9-
SECTION 16(a) BENEFICIAL OWNERSHIP
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, and persons who own
more than 10% of the outstanding shares of the Company's Common Stock, to file
with the Securities and Exchange Commission initial reports of ownership (Form
3) and changes in ownership of such stock (Forms 4 and 5).
To the Company's knowledge, based solely upon review of the copies of
such reports and certain representations furnished to it, all Section 16(a)
filing requirements applicable to its executive officers and directors were
complied with during the year ended December 31, 2004.
OTHER BUSINESS
The Board of Directors knows of no business that will be presented for
consideration at the Annual Meeting other than as stated in the Notice of
Meeting. If, however, other matters are properly brought before the meeting, it
is the intention of the persons named in the accompanying form of proxy to vote
the shares represented thereby on such matters in accordance with their best
judgment.
SHAREHOLDER PROPOSAL
Under the rules of the Securities and Exchange Commission, shareholders
who wish to submit proposals for inclusion in the Proxy Statement for the Annual
Meeting of Shareholders to be held in 2006 must submit such proposals so as to
be received by the Company at 84 West Santa Clara Street, Suite 720, San Jose,
California 95113 not later than January 24, 2006.
BY ORDER OF THE BOARD OF DIRECTORS
Julian N. Stern, Secretary
San Jose, California
April 26, 2005
IMPORTANT
You are cordially invited to attend the meeting in person. Whether or
not you plan to attend the meeting, you are earnestly requested to sign and
return the accompanying proxy in the enclosed envelope.
-10-
APPENDIX A
ANNUAL MEETING OF SHAREHOLDERS OF
HUMAN PHEROMONE SCIENCES, INC.
JUNE 22, 2005
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
Please detach along perforated line and mail in the envelope provided.
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
- --------------------------------------------------------------------------------
1. To elect four Directors to hold office until the next Annual Meeting;
NOMINEES
[_] FOR ALL NOMINEES (_) William P. Horgan
[_] WITHHOLD AUTHORITY (_) Bernard I. Grosser, M.D.
FOR ALL NOMINEES (_) Helen C. Leong
[_] FOR ALL EXCEPT (_) Robert Marx
(See instructions below)
INSTRUCTION:
To withhold authority to vote for any individual nominee(s), mark "FOR ALL
EXCEPT" and fill in the circle next to each nominee you wish to withhold, as
shown here: (*)
2. To act upon such other business as may properly come before the meeting.
These items of business are more fully described in the Proxy Statement
accompanying this notice.
Only shareholders of record at the close of business on May 4, 2005 are entitled
to notice of, and to vote at the Annual Meeting and any adjournments or
postponements thereof.
All shareholders are cordially invited to attend the meeting in person. However,
to assure your representation at the meeting, please mark, sign, date and return
the enclosed proxy card as soon as possible in the postage-prepaid envelope
enclosed for that purpose. Any shareholder attending the meeting may vote in
person even if the shareholder has returned a proxy.
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE SIGN
AND RETURN THE ENCLOSED PROXY AS SOON AS POSSIBLE IN THE ENCLOSED POSTPAID
ENVELOPE. THAT YOU FOR ACTING PROMPTLY.
- --------------------------------------------------------------------------------
To change the address on your account, please check the box at right
and indicate your new address in the address space above. Please note
that changes to the registered name(s) on the account may not be
submitted via this method. [_]
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Signature of Shareholder [ ] Date [ ]
Signature of Shareholder [ ] Date [ ]
Note: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.