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 21, 2006
____________________________________
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 LLP, 275 Middlefield Road, Menlo Park, California 94025, on June
21, 2006, 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 April 28, 2006, 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 24, 2006
================================================================================
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.
================================================================================
HUMAN PHEROMONE SCIENCES, INC.
84 West Santa Clara Street, Suite 720
San Jose, California 95113
Telephone: (408) 938-3030
_____________________________
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 21, 2006, and
any adjournments therof, at the offices of Heller Ehrman LLP, 275 Middlefield
Road, Menlo Park, California 94025. The approximate date on which this proxy
statement and accompanying notice and proxy are being mailed to shareholders is
May 10, 2006.
Record Date and Shares Outstanding
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Only shareholders of record at the close of business on April 28, 2006, 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.
In the election of directors, the four persons receiving the highest number
of "FOR" votes at the Annual Meeting will be elected. The other proposal
requires the affirmative "FOR" vote of a majority of those shares present in
person or represented by proxy and entitled to vote on the proposal at the
Annual Meeting. If you hold shares beneficially in street name and do not
provide your broker or nominee with voting instructions, your shares may
constitute "broker non-votes." Generally, broker non-votes occur on a matter
when a broker is not permitted to vote on that matter without instructions from
the beneficial owner and instructions are not given. For purposes of determining
the number of shares voting on a particular proposal, votes cast for or against
a proposal and abstentions are counted as shares voting, whereas broker
non-votes are not counted as shares voting. Accordingly, an abstention will have
the same effect as a vote against the proposal, and broker non-votes can have
the effect of preventing approval of certain proposals where the number of
affirmative votes, though a majority of the votes cast, does not constitute a
majority of the required quorum.
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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 April 7, 2006 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 April 7, 2006 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 April 7, 2006. 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
---------------
Renovatio Global Funds, L.P. (4) 15.8
657,723
Larry H. Schatz, L.P. ((5)) 7.2
300,000
Directors, Nominees, Officers
-----------------------------
William P. Horgan ((1)) ((3)) 175,733 4.1
Bernard I. Grosser, M.D.((2)) ((3)) 5.2
218,850
Helen C. Leong((2)) ((3)) 3.5
149,686
Robert Marx((2)) ((3)) 3.4
142,684
Greg Fredrick ((3))
0 0.0
All executive officers and directors as 686,953 15.1
a group (5 shareholders)
__________________________
(1) Includes 118,000 shares issuable on exercise of outstanding options.
(2) Includes 94,999 shares issuable on exercise of outstanding options.
(3) Individuals may be contacted at the corporate offices at 84 W. Santa Clara
St., Suite 720, San Jose, CA 95113.
(4) Fund may be contacted at 2221 Old Oakland Road, San Jose, CA 95131.
(5) Individual may be contacted at 152 W. 57th Street, 31st Floor, New York, NY
10019.
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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 58 Chairman of the Board of Directors, Chief
Executive Officer and Director
Bernard I. Grosser, MD 77 Director
Helen C. Leong 78 Director
Robert Marx 75 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.
Currently Mrs. Leong is a member of the Mid-Peninsula Bank Strategic Development
Board.
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, "Shareholder Proposals" 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 2006 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
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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
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 180,000 shares are
reserved for issuance under the 2003 Plan.
Board Meetings and Committees of the Board
- ------------------------------------------
The Board of Directors met six times in 2005, 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
2005.
Nominating Committee
The Company does not have a standing nominating committee due the small
size of the Board. Each of the current Board members participates 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
2005, 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 2005 annual meeting.
-6-
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 last the
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, 2005 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
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Principal Accountant Fees and Services
Singer Lewak Greenbaum & Goldstein LLP was retained as the Company's
independent auditors for the years ended December 31, 2005 and 2004. In
accordance with standard policy Singer Lewak Greenbaum & Goldstein LLP
periodically change the individuals who are responsible for the Company's audit.
The following table shows the fees paid or accrued by the Company for the audit
and other services provided by Singer Lewak Greenbaum & Goldstein LLP for fiscal
2005 and 2004.
2005 2004
---- ----
Audit Fees(1) $ 64,602 $ 62,997
Tax Fees(2) $ 8,262 $ 8,627
(1) Audit fees represent fees for professional services provided in connection
with the audit of the Company's financial statements and review of the
Company's quarterly financial statement and audit services provided in
connection with other statutory or regulatory filings.
(2) Tax fees principally represents tax compliance services.
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 2005.
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 2005, 2004 and
2003 of the Chief Executive Officer and each of the other executive officers of
the Company whose total salary and bonus for 2005 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 2005 $221,500 -- -- $ 18,000
Chairman of the Board and Chief 2004 $225,250 -- -- $ 18,000
Executive Officer 2003 $214,856 $6,500 -- $ 18,000
Gregory S. Fredrick 2005 $116,000 -- -- --
Chief Financial Officer 2004 $121,700 -- -- --
2003 $105,450 -- -- --
____________________
(A) Mr. Horgan receives an automobile allowance of $18,000 per year, payable
semimonthly.
-8-
Stock Options Granted in the Fiscal Year Ended December 31, 2005
No stock options were granted to the Named Officers during fiscal year
2005.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values
The following table sets forth certain information concerning the number of
unexercised options held as of December 31, 2005 by the Named Officers.
Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-the-Money Options at
December 31, 2005 December 31, 2005
Name Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------------------- -------------------------
(#) ($)(1)
--- ------
William P. Horgan 118,000 / 0 $ 0 / $ 0
_______________________
(1) Assuming a stock price of $0.20 per share, which was the closing price of a
Share of Common Stock reported on the OTC Bulletin Board on December 31,
2005.
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 188,000 $ 1.03 --
Equity compensation plans not
approved by security holders 180,000 $ 0.38 120,000
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, 2005.
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 2007 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 20, 2007.
BY ORDER OF THE BOARD OF DIRECTORS
Julian N. Stern, Secretary
San Jose, California
April 24, 2006
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 21, 2006
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.
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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]
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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 April 28, 2006 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.
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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.
HUMAN PHEROMONE SCIENCES, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 21, 2006
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 LLP, 275 Middlefield Road, Menlo Park, California, on June 21,
2006, at 10:00 am local time, for the fillowing purposes:
(Continued and to be signed on the reverse side)