SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
MILLENNIUM CELL 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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MILLENNIUM CELL INC.
ONE INDUSTRIAL WAY WEST
EATONTOWN, NEW JERSEY 07724
(732) 542-4000
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 23, 2003
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NOTICE IS HEREBY GIVEN that the special meeting of the stockholders (the
"Special Meeting") of Millennium Cell Inc., a Delaware corporation (the
"Company"), will be held on Thursday, January 23, 2003 at 10:00 a.m., eastern
standard time, at One Industrial Way West, Eatontown, New Jersey 07724, for the
purpose of considering and voting upon the following matter:
- to approve the issuance by the Company of the number of shares of
common stock upon conversion of certain convertible debentures and exercise of
certain warrants which, together with other shares issued and issuable as part
of the same transaction, equals 20% or more of the common stock outstanding
prior to the transaction to comply with Rule 4350 of the NASDAQ Stock Market as
described in the Proxy.
The close of business on December 16, 2002 has been fixed as the record
date for the determination of stockholders entitled to notice of, and to vote
at, the Special Meeting and any postponement or adjournment thereof and only
stockholders of record at that time will be entitled to vote. You are cordially
invited to attend the Special Meeting in person. Even if you plan to attend the
Special Meeting, please promptly complete, sign, date and return the enclosed
proxy card in the enclosed self-addressed, stamped envelope. It will assist us
in keeping down the expenses of the Special Meeting if all stockholders return
their signed proxies promptly, whether they own a few shares or many shares.
A MAJORITY OF THE ISSUED AND OUTSTANDING SHARES OF COMMON STOCK ENTITLED
TO VOTE AT THE SPECIAL MEETING MUST BE REPRESENTED AT THE SPECIAL MEETING, IN
PERSON OR BY PROXY, IN ORDER TO CONSTITUTE A QUORUM FOR THE TRANSACTION OF
BUSINESS AT THE SPECIAL MEETING. PLEASE RETURN YOUR PROXY CARD IN ORDER TO
ENSURE THAT A QUORUM IS OBTAINED AND TO AVOID THE ADDITIONAL COSTS TO THE
COMPANY OF POSTPONING OR ADJOURNING THE SPECIAL MEETING AND RESOLICITING
PROXIES. YOUR VOTE IS IMPORTANT.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Norman R. Harpster, Jr.
Norman R. Harpster, Jr., Secretary
Eatontown, New Jersey
December 19, 2002
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE,
DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
POSTAGE PREPAID ENVELOPE. IF YOU SIGN AND RETURN YOUR PROXY CARD WITHOUT
SPECIFYING A CHOICE, YOUR SHARES WILL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATION OF THE BOARD OF DIRECTORS. YOU MAY, IF YOU WISH, REVOKE YOUR
PROXY AT ANY TIME PRIOR TO THE TIME IT IS VOTED BY FILING WITH THE SECRETARY OF
THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE
OR BY ATTENDING THE SPECIAL MEETING AND VOTING IN PERSON.
MILLENNIUM CELL INC.
ONE INDUSTRIAL WAY WEST
EATONTOWN, NEW JERSEY 07724
(732) 542-4000
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PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
JANUARY 23, 2003
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SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
This Proxy Statement and the accompanying proxy card are furnished to
stockholders of Millennium Cell Inc., a Delaware corporation (the "Company"), in
connection with the solicitation by the Company's Board of Directors (the "Board
of Directors" or the "Board") of proxies to be used at the special meeting of
stockholders (the "Special Meeting"), to be held on Thursday, January 23, 2003,
at 10:00 a.m., eastern standard time, at One Industrial Way West, Eatontown, New
Jersey 07724, and at any adjournments thereof.
Only stockholders of record at the close of business on the record date,
December 16, 2002 (the "Record Date"), are entitled to receive notice of the
Special Meeting and to vote the common stock that they held on that date at the
Special Meeting or any postponement or adjournment thereof. Each outstanding
share entitles its holder to cast one vote on each matter to be voted upon.
Stockholders' votes will be tabulated by persons appointed by the Board to act
as inspectors of election for the Special Meeting.
This Proxy Statement, Notice of Special Meeting of Stockholders and the
proxy card were first mailed to stockholders on or about December 19, 2002.
Please note that if you hold your shares in "street name" (that is, through a
broker or other nominee), you will need to obtain a proxy from your broker or
nominee to personally vote at the Special Meeting.
The presence at the Special Meeting, in person or by proxy, of the holders
of a majority of the shares of common stock outstanding on the Record Date and
entitled to vote will constitute a quorum, permitting the meeting to conduct its
business. As of the Record Date, 29,027,491 shares of common stock were
outstanding. Proxies received but marked as abstentions and broker non-votes
will be included in the calculation of the number of shares considered to be
present at the Special Meeting for purposes of determining the presence of a
quorum. A "broker non-vote" occurs when a broker or other nominee indicates on
the proxy card that it does not have discretionary authority to vote on a
particular matter.
If you complete and properly sign the accompanying proxy card and return
it to the Company, it will be voted as you direct. IF NO SPECIFIC INSTRUCTIONS
ARE GIVEN, THE SHARES WILL BE VOTED FOR THE PROPOSAL TO APPROVE THE ISSUANCE BY
THE COMPANY OF THE NUMBER OF SHARES OF COMMON STOCK UPON CONVERSION OF CERTAIN
CONVERTIBLE DEBENTURES AND RELATED WARRANTS WHICH, TOGETHER WITH OTHER SHARES
ISSUED AND ISSUABLE AS PART OF THE SAME TRANSACTION, EQUALS 20% OR MORE OF THE
COMMON STOCK OUTSTANDING PRIOR TO THE TRANSACTION TO COMPLY WITH RULE 4350 OF
THE NASDAQ STOCK MARKET. If you are a registered stockholder and attend the
Special Meeting, you may deliver your completed proxy card in person. "Street
name" stockholders who wish to vote at the Special Meeting will need to obtain a
proxy from the institution that holds their shares.
After you have submitted your proxy, you may change your vote at any time
before the proxy is exercised by filing with the secretary of the Company either
a notice of revocation or a duly executed proxy bearing a later date. The powers
of the proxy holders will be suspended if you attend the Special Meeting in
person and so request, although attendance at the Special Meeting will not by
itself revoke a previously granted proxy.
The approval of Proposal 1 to approve of the issuance by the Company of
the number of shares of common stock upon conversion of certain convertible
debentures and exercise of certain warrants which, together with other shares
issued and issuable as part of the same transaction, equals 20% or more of the
common stock outstanding prior to the transaction to comply with Rule 4350 of
the NASDAQ Stock Market will be effective only upon the affirmative vote of the
holders of at least a majority of the shares of the Company's common stock
represented in person or by proxy and entitled to vote at the Special Meeting or
any postponement or adjournment thereof. Votes cast as abstentions will not be
counted as a vote for or against the Proposal, but will nevertheless have the
effect of increasing the total votes cast on the matter and thus have the same
effect as a negative vote. Broker non-votes (brokers failing to vote by proxy
shares of the common stock held in nominee name for customers) will not be
counted at the Special Meeting, other than for quorum purposes. The effect of
such broker non-votes is to decrease the total votes cast on the matter and thus
decrease the number of votes necessary to approve the proposal.
The cost of soliciting proxies for the Special Meeting will be borne by
the Company. In addition to the use of the mails, proxies may be solicited
personally or by telephone by officers and employees of the Company who will not
receive any additional compensation for their services. Proxies and proxy
materials will also be distributed at the expense of the Company by brokers,
nominees, custodians and other similar parties.
THE BOARD OF DIRECTORS, OFFICERS AND AFFILIATES OF THE COMPANY RECOMMEND
THAT STOCKHOLDERS VOTE "FOR" APPROVAL OF THE PROPOSAL SET FORTH IN THIS PROXY
STATEMENT.
PROPOSAL 1
APPROVAL OF THE ISSUANCE BY THE COMPANY OF THE NUMBER OF SHARES OF COMMON STOCK
UPON CONVERSION OF CERTAIN CONVERTIBLE DEBENTURES AND EXERCISE OF CERTAIN
WARRANTS WHICH, TOGETHER WITH OTHER SHARES ISSUED AND ISSUABLE AS PART OF THE
SAME TRANSACTION, EQUALS 20% OR MORE OF THE COMMON STOCK OUTSTANDING PRIOR TO
THE TRANSACTION TO COMPLY WITH RULE 4350 OF THE NASDAQ STOCK MARKET.
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Under Rule 4350 of the NASDAQ, shareholder approval is required for the
sale, issuance or potential issuance of common stock (or securities convertible
into or exercisable for common stock) at a price less than the greater of book
or market value equal to or greater than 20% of the common stock outstanding
prior to such issuance. The Company entered into a private placement in June and
October, which requires shareholder approval prior to completing the issuance of
all the securities contemplated thereby. The number of shares of common stock
outstanding prior to the commencement of the transaction was 27,320,077 and 20%
of such amount is 5,464,015. Accordingly, the Company could not issue more than
5,464,014 as part of the private placement without shareholder approval.
The Private Placement. On June 19, 2002, the Company entered into a private
placement financing transaction with two institutional and accredited investors
pursuant to the terms of a securities purchase agreement among the Company and
the purchasers. The transaction consisted of the sale of common stock for gross
proceeds of $3.0 million and related warrants. Pursuant to the terms of the June
19, 2002 purchase agreement, one of the investors was obligated to acquire $12
million in secured debentures, convertible into common stock of the Company,
subject to certain terms and conditions, and related warrants. Subsequent to
this transaction, the Company and the investor agreed that the debentures will
not be issued under the June 19, 2002 purchase agreement. Accordingly, the
Company withdrew its request for registration on Form S-3 with the SEC for the
common stock underlying the debentures and related warrants.
On October 31, 2002, the Company entered into a private placement
financing transaction with the same two institutional and accredited investors
pursuant to the terms of a new purchase agreement among the Company and the
purchasers. The transaction consisted of the sale of 588,790 shares of common
stock and warrants (with an exercise price of $2.32) to purchase 147,198 shares
of common stock of the Company for gross proceeds of $1.0 million. Pursuant to
the terms of the purchase agreement, one of the investors agreed to acquire $12
million of secured and unsecured debentures, convertible into common stock of
the Company, subject to certain terms and conditions, and warrants. Convertible
unsecured debentures with a principal amount of $3.5 million and warrants to
acquire 242,678 shares will be issued upon effectiveness of the registration
statement relating to the underlying shares of common stock and the remaining
$8.5 million of secured debentures and warrants to acquire 589,376 shares will
be issued if, among other things, shareholder approval, as required by the Rules
of the NASDAQ, is received.
Secured convertible debentures will be subject to an automatic conversion
to unsecured convertible debentures under certain circumstances. More
specifically, when the aggregate principal amount of unsecured convertible
debentures falls below $1.0 million (a "Triggering Event"), the Company would
file a new registration statement relating to the shares underlying an
additional aggregate principal amount of $3 million of unsecured convertible
debentures (the "A-2 Unsecured Debentures"). At the time of filing the
registration statement, the debentures would be secured by a letter of credit.
Upon effectiveness of such registration statement, the letter of credit would
terminate and the debentures would become A-2 Unsecured Debentures with a
maturity of 10 months from the date of effectiveness of the registration
statement, subject to six 30 day extensions. When the letter of credit
terminates, the funds securing the letter of credit would be released to the
Company by the letter of credit bank.
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The process would repeat itself upon the occurrence of a Triggering Event
with respect to the A-2 Unsecured Debentures. At that time, the Company would
file another registration statement relating to an additional $3 million
aggregate principal amount of unsecured convertible debentures (the "A-3
Unsecured Debentures"). As before, at the time of filing the registration
statement, the debentures would be secured by a letter of credit. When the
registration statement is declared effective, the letter of credit would
terminate and the letter of credit bank would release the proceeds to the
Company. In addition, the unsecured convertible debentures would mature 10
months from the date of effectiveness of the registration statement, subject to
six 30 day extensions. Similarly, a final tranche relating to the remaining $2.5
million of secured convertible debentures would automatically convert to A-4
Unsecured Debentures.
In the event the shareholder approval sought hereby is not obtained, the
letter of credit secured debentures would not be issued. All warrants may not be
exercised and all debentures may not be converted to the extent that a holder
thereof would then beneficially own, together with its affiliates, more than
9.999% of our common stock then outstanding (the 9.999% limitation).
Adjustment Features of Conversion and Exercise Price. If we sell stock or stock
equivalents at a price per share that is below either the then-applicable
conversion price of the debentures or below the exercise price of the warrants,
then the conversion or exercise price, as applicable, of the debentures and
warrants may adjust downward. The number of additional shares of common stock to
which the holders of these securities would be entitled depends on the price at
which we sell our stock or common stock equivalents. Furthermore, at any time
and from time to time after the effectiveness of a registration statement
relating to the unsecured convertible debentures and, if certain conditions are
met, we have the right, upon 10 trading days' prior notice, to require the
conversion of $300,000, subject to increase up to $2,500,000 under certain
circumstances. The conversion prices for the debentures, at the time and to the
extent of the conversion, will be determined based on a discount of the volume
weighted average closing price for the 10 trading days prior to the conversion.
As a result of the foregoing, we may be required to issue more shares of common
stock upon the conversion and exercise of the securities issued or issuable as
part of the transaction.
NASDAQ Requirements. Rule 4350 of the NASDAQ Stock Market requires the specific
stockholder approval being requested under this Proposal 1. Rule 4350 of the
NASDAQ Stock Market requires shareholder approval in connection with a
transaction other than a public offering involving the sale, issuance or
potential issuance of common stock (or securities convertible into or
exercisable for common stock) at a price less than the greater of book or market
value which equals 20% or more of the number of shares of common stock
outstanding before the issuance. The shares of common stock issued in June and
October were issued at discount to the then current market price. In addition,
due to the indeterminate nature of the conversion price of the unsecured
convertible debentures and the potential anti-dilution adjustments of the
conversion price and the exercise price of the debentures and the warrants,
respectively, the total number of shares of common stock issuable upon
conversion of the debentures and exercise of the warrants may exceed 20% of the
number of shares of common stock outstanding prior to such issuance.
Reasons for the Shareholder Approval. The issuance of the securities in the
transaction provides necessary working capital for the Company to pursue its
business plan. Under the current management projections, and including the
proceeds from the direct common stock sales, the
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Company projects that it can fund the business plan until the third quarter of
2003. The requirement for additional capital is mandatory to permit the Company
to pursue the business plan and opportunities potentially available and to
complete necessary research and development to support the commercial viability
of the Company's technology. At present, the Company does not expect revenues
sufficient to fund operations until the end of 2004. Due to the emerging nature
of the Company's technology and the potential for varied applications of the
technology, however, it is difficult to predict potential revenue. If the
Company is able to complete the private placement and receive the proceeds from
the entire $8.5 million principal amount of letter of credit secured convertible
debentures, the Company believes it could fund the business plan through most of
2004.
Approval of Proposal 1 allows the Company to issue all of the securities
contemplated in the transaction without any limitation (other than the 9.99%
limitation) on the number of shares that may be issued on conversion of the
letter of credit secured convertible debentures, the unsecured convertible
debentures and all of the warrants.
If the shareholder approval is not obtained, the Company would not issue
the $8.5 million letter of credit secured convertible debenture and would not
issue the related warrants to acquire 589,376 shares of common stock. In
addition, the number of shares which could be issued on conversion of the
unsecured debentures and exercise of the warrants, together with the shares of
common stock and warrants sold, would be limited so as not to equal or exceed
20% of the number of shares of common stock outstanding prior to such issuance.
The number of shares of common stock outstanding prior to the transaction was
27,320,077 and 20% of such amount is 5,464,015. Accordingly, the Company could
not issue more than 5,464,014 shares of common stock without shareholder
approval. If shareholder approval is not obtained and the Company issues the
full number of shares which may be issued in accordance with the rules of the
NASDAQ and all the outstanding debentures have not been converted and the
warrants have not been exercised in full, the Company will be obligated to
redeem the then outstanding debentures at par plus accrued and unpaid interest
and the unexercised warrants will not be exercisable.
Vote Required. The affirmative vote of the holders of a majority of the shares
of common stock represented in person or by proxy at the Special Meeting and
entitled to vote is required prior to the issuance by the Company of the letter
of credit secured convertible debentures and related warrants which upon
conversion into or exercise for shares of common stock, together with other
shares issued and issuable as part of the same transaction, equals 20% or more
of the common stock outstanding prior to the transaction to comply with Rule
4350 of the NASDAQ Stock Market. All shares of common stock represented by valid
proxies received pursuant to this solicitation and not revoked before they are
exercised, will be voted in the manner specified. If you execute and return a
proxy without instructions, your shares will be voted for approval of the
proposal.
TO COMPLY WITH RULE 4350 OF THE NASDAQ STOCK MARKET, THE BOARD OF
DIRECTORS, OFFICERS AND AFFILIATES RECOMMEND A VOTE FOR APPROVAL OF THE
ISSUANCE BY THE COMPANY OF A NUMBER OF SHARES OF COMMON STOCK UPON CONVERSION OF
THE CONVERTIBLE DEBENTURES AND EXERCISE OF THE WARRANTS WHICH, TOGETHER WITH
OTHER SHARES ISSUED AND ISSUABLE AS PART OF THE SAME TRANSACTION,
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EQUALS 20% OR MORE OF THE COMMON STOCK OUTSTANDING PRIOR TO THE TRANSACTION.
COMMON STOCK OWNERSHIP OF
PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Company's common stock by the following as of December 16,
2002:
- all persons known by the Company to own beneficially 5% or more of
the Company's common stock,
- each of the Company's directors,
- each of the Company's named executive officers, and
- all directors and executive officers as a group.
Unless otherwise indicated, each of the stockholders has sole voting and
investment power with respect to the shares of common stock beneficially owned
by the stockholder.
NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE OF
OF BENEFICIAL OWNER BENEFICIALLY SHARES
- ------------------- OWNED OUTSTANDING
----- -----------
FIVE PERCENT STOCKHOLDERS:
GP Strategies Corporation (1) 2,833,642 (2) 9.8%
Lenz Family Partners L.L.P. (3) 2,269,760 (6) 7.8%
Stephen D. Weinroth (4) 3,218,178 (7) 11.1%
DIRECTORS & EXECUTIVE OFFICERS:
G. Chris Andersen(4) 3,818,678 (8) 13.2%
Stephen S. Tang(5) 737,231 (9) 2.5%
Steven C. Amendola(5) 503,321 (10) 1.7%
Kenneth R. Baker(5) 75,000 (11) *
William H. Fike(5) 75,000 (11) *
Alexander MacLachlan(5) 75,000 (11) *
Zoltan Merszei(5) 75,000 (11) *
H. David Ramm(5) 75,000 (11) *
James L. Rawlings(4) 565,572 1.9%
Adam P. Briggs (5) 50,551 (12) *
Terry M. Copeland (5) 75,003 (13) *
Norman R. Harpster, Jr.(5) 183,144 (14) *
Rex E. Luzader(5) 55,835 (15) *
Katherine M. McHale(5) 52,707 (16) *
All directors and executive officers as
a group (14 persons) 6,417,042 (17) 20.67%
* Less than 1%
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(1) Address is 9 West 57th Street, Suite 4170, New York, New York 10019.
(2) Based on Form 4/A filed September 18, 2002. Includes 250,000 options
exercisable within 60 days. Includes 447,715 shares of the Company's
common stock owned by GP Strategies Corporation ("GP") that are
subject to options granted by GP to certain employees of GP under
GP's Millennium Stock Option Plan. Pursuant to a voting agreement
dated as of April 27, 2001 between GP and Scott N. Greenberg, GP has
agreed that any shares of the Company's common stock owned by GP
will be voted in the same manner and in the same proportion as the
remaining stockholders of the Company.
(3) Address is 90 Broad Street, New York, New York 10004.
(4) Address is Andersen, Weinroth & Co., 1330 Avenue of the Americas,
36th Floor, New York, New York 10019. Messrs. Weinroth, Andersen and
Rawlings are principals in Andersen, Weinroth & Co. The Company has
been advised that none of them has shared voting or investment power
with respect to the shares of common stock beneficially owned by any
other principal in that firm.
(5) Address is 1 Industrial Way West, Eatontown, New Jersey 07724.
(6) Based on Schedule 13G dated September 11, 2000.
(7) Based on Form 4 filed July 5, 2002.
(8) Based on Form 4 filed September 17, 2002.
(9) Includes options to acquire 735,231 shares exercisable within 60
days. Does not include options to acquire 420,833 shares not
exercisable within 60 days.
(10) Based on Form 4s filed November 10 and 20, 2002. Includes options to
acquire 503,321 shares exercisable within 60 days.
(11) Includes options to acquire 75,000 shares exercisable within 60
days.
(12) Includes options to acquire 50,001 shares exercisable within 60
days. Does not include options to acquire 99,999 shares not
exercisable within 60 days.
(13) Includes options to acquire 75,003 shares exercisable within 60
days. Does not include options to acquire 114,997 shares not
exercisable within 60 days.
(14) Includes options to acquire 173,144 shares exercisable within 60
days. Does not include options to acquire 110,832 shares not
exercisable within 60 days.
(15) Includes options to acquire 50,835 shares exercisable within 60
days. Does not include options to acquire 89,165 shares not
exercisable within 60 days.
(16) Includes options to acquire 46,690 shares exercisable within 60
days. Does not include options to acquire 89,998 shares not
exercisable within 60 days.
(17) Includes options to acquire 2,009,225 shares exercisable within 60
days. Does not include options to acquire 925,824 shares not
exercisable within 60 days.
- ------------------------
Upon written request by any stockholder entitled to vote at the Special
Meeting, the Company will furnish that person, without charge, a copy of the
Company's Annual Report on Form 10-K for the year ended December 31, 2001, its
Quarterly Reports on Forms 10-Q for the quarterly periods ending March 31, 2002,
June 30, 2002 and September 30, 2002 and its Current Reports on Forms 8-K filed
June 26, 2002, November 5, 2002 and December 13, 2002. Requests should be
addressed to Investor Relations, Millennium Cell Inc., One Industrial Way West,
Eatontown, New Jersey 07724.
By Order of the Board of Directors
/s/ G. Chris Andersen
G. Chris Andersen
Chairman
Eatontown, New Jersey
December 19, 2002
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PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED -
- --------------------------------------------------------------------------------
PROXY PROXY
MILLENNIUM CELL INC.
(SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS)
The undersigned holder of common stock of Millennium Cell Inc., revoking all
proxies heretofore given, hereby constitutes and appoints Stephen S. Tang and
James L. Rawlings, and each of them Proxies, with full power of substitution,
for and in the name, place and stead of the undersigned, to vote all of the
undersigned's shares of the said stock, according to the number of votes and
with all the powers the undersigned would possess if personally present, at the
Special Meeting of Stockholders of Millennium Cell Inc., to be held Thursday,
January 23, 2003, at 10:00 a.m., eastern standard time, and at any adjournments
thereof.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting and
Proxy Statement relating to the meeting and hereby revokes any proxy or proxies
heretofore given. Each properly executed Proxy will be voted in accordance with
the specifications made on the reverse side of this Proxy. Where no choice is
specified, this Proxy will be voted FOR Proposal 1.
PLEASE MARK, DATE AND SIGN THIS PROXY ON THE REVERSE SIDE
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Please date, sign and mail your
proxy card back as soon as possible!
Special Meeting of Stockholders
MILLENNIUM CELL INC.
January 23, 2003
THE BOARD OF DIRECTORS, OFFICERS AND AFFILIATE RECOMMEND A
VOTE FOR MATTER LISTED BELOW.
- Please Detach and Mail in the Envelope Provided -
- --------------------------------------------------------------------------------
[ X ] Please mark your votes as in this example
To approve the issuance by the Company of the number of shares of common stock
upon conversion of certain convertible debentures and exercise of certain
warrants which, together with other shares issued and issuable as part of the
same transaction, equals 20% or more of the common stock outstanding prior to
the transaction to comply with Rule 4350 of the NASDAQ Stock Market as described
in the Proxy.
ABSTAIN FOR AGAINST
[ ] [ ] [ ]
This Proxy, which is solicited on behalf of the Board of Directors, will be
voted FOR the matter described above unless the shareholder specifies
otherwise (in which case it will be voted as specified).
Signature(s) ________________________________________ DATED _______________
NOTE: Please sign exactly as name or names appear hereon. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If a corporation, please sign in full corporate name by president or
other authorized officer. If a partnership, please sign in partnership name by
authorized partner.
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