SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Check the appropriate box:
[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
ANTARES PHARMA, INC.
(formerly Medi-Ject Corporation)
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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)
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Notes:
Agent for Service: Lawrence M. Christian
Antares Pharma, Inc.
707 Eagleview Boulevard, Suite 414
Exton, PA 19341
Telephone: 610-458-6200
Fax: 610-458-0756
ANTARES PHARMA, INC.
707 Eagleview Boulevard, Suite 414
Exton, Pennsylvania 19341
(610) 458-6200
May 17, 2002
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Antares Pharma, Inc. to be held at 10:00 a.m. (ET) on Thursday, June 20, 2002,
at the Omni Hotel located at Fourth & Chestnut Streets, Philadelphia,
Pennsylvania.
The Notice of Annual Meeting and the Proxy Statement, which follow, describe the
matters on which action will be taken. We will ask you to elect three members to
the Board of Directors, to consider and vote upon a proposal to amend the Second
Amended and Restated Articles of Incorporation, as amended to date, to increase
the number of authorized shares of Antares Pharma Common Stock from 15,000,000
to 30,000,000 shares, and to ratify the appointment of KPMG LLP as our
independent certified public accountants. During the meeting we will also review
the activities of the past year and items of general interest about Antares
Pharma. The Board of Directors unanimously recommends that you vote for all
proposals.
Only shareholders of record at the close of business on April 22, 2002, are
entitled to notice of and to vote at the Annual Meeting and any adjournment
thereof.
We hope you will join us on June 20, 2002, for our Annual Meeting, but we know
that every shareholder may not be able to do so. Whether or not you plan to
attend, please return your signed proxy card as soon as possible.
Sincerely,
/s/ Roger G. Harrison, Ph.D.
Roger G. Harrison, Ph.D.
Chief Executive Officer
ANTARES PHARMA, INC.
707 Eagleview Boulevard, Suite 414
Exton, Pennsylvania 19341
NOTICE IS HEREBY GIVEN of the Annual Meeting of Shareholders of Antares Pharma,
Inc., a Minnesota Corporation.
Date & Time: Thursday, June 20, 2002 at 10:00 a.m. (ET)
Place: Omni Hotel at Independence Park
Fourth & Chestnut Streets
Philadelphia, PA 19106
Items of Business: 1. To elect three members to the Board of
Directors for a term of three years.
2. To consider and vote upon a proposal to
amend the Company's Second Amended and
Restated Articles of Incorporation, as
amended to date, to increase the number of
authorized shares of Antares Pharma common
stock from 15,000,000 to 30,000,000 shares.
3. To ratify the appointment of KPMG LLP as our
independent certified public accountants for
the year ending December 31, 2002.
4. To transact such other business as may
properly come before the meeting or any
adjournment thereof.
Record Date: All shareholders of record on our transfer books as
of the close of business on Monday, April 22,
2002, will be entitled to vote at the meeting.
Your attention is directed to the enclosed Proxy Statement. Whether or not you
intend to be present at the meeting, please complete, sign and return the proxy
card in the enclosed envelope.
By order of the Board of Directors,
/s/ Lawrence M. Christian
Lawrence M. Christian
Secretary
Dated: May 17, 2002
PROXY STATEMENT OF
ANTARES PHARMA, INC.
707 Eagleview Boulevard, Suite 414
Exton, Pennsylvania 19341
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Annual Meeting of Shareholders to be held
June 20, 2002
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Antares Pharma, Inc. (the "Company") to be used at
our Annual Meeting of Shareholders to be held on June 20, 2002. The approximate
date on which this Proxy Statement and accompanying proxy were first sent or
given to shareholders was May 17, 2002. Each shareholder who signs and returns a
proxy card in the form enclosed with this Proxy Statement may revoke the same at
any time prior to use by giving notice of such revocation to us in writing or at
the annual meeting. Unless so revoked, the shares represented by such proxy will
be voted at the meeting and at any adjournment or adjournments thereof in the
manner specified. Presence at the meeting of a shareholder who has signed a
proxy does not alone revoke the proxy. If no direction is made, the proxy will
be voted for the election of the nominees for directors named in this Proxy
Statement, for the approval to amend the Second Amended and Restated Articles of
Incorporation, as amended to date, to increase the number of authorized shares
of Antares Pharma Common Stock from 15,000,000 to 30,000,000 shares, and for the
ratification of the appointment of KPMG LLP as our independent certified public
accountants. Only shareholders of record at the close of business on April 22,
2002, will be entitled to vote at the meeting or any adjournment or adjournments
thereof.
Each item of business properly presented at a meeting of shareholders generally
must be approved by the affirmative vote of the holders of a majority of the
shares present, in person or by proxy, and entitled to vote on that item of
business. However, if the shares present and entitled to vote on that item of
business would not constitute a quorum for the transaction of business at the
meeting, then the item must be approved by a majority of the voting power of the
minimum number of shares that would constitute such a quorum. Votes cast by
proxy or in person at the Annual Meeting of Shareholders will be tabulated by
the election inspector appointed for the meeting and such inspector will
determine whether or not a quorum is present. The election inspector will treat
abstentions as shares that are present and entitled to vote for purposes of
determining the presence of a quorum and in tabulating votes cast on proposals
presented to shareholders for a vote but as unvoted for purposes of determining
the approval of the matter from which the shareholder abstains. Consequently, an
abstention will have the same effect as a negative vote. If a broker indicates
on the proxy that it does not have discretionary authority as to certain shares
to vote on a particular matter, those shares will not be considered as present
and entitled to vote with respect to that matter.
As of the close of business on the record date, April 22, 2002, 9,161,188 shares
of Common Stock, $0.01 par value, were outstanding. Each share of Common Stock
is entitled to one vote. Cumulative voting is not permitted.
1
ELECTION OF DIRECTORS
(Item 1 on the Proxy Card)
The Company's Second Amended and Restated Articles of Incorporation, as amended,
provide that the Board of Directors be divided into three classes of directors
of as nearly equal size as possible. The members of each class are elected to
serve a three-year term and the terms are staggered. The terms of Mr. James L.
Clark, Dr. Philippe Dro and Dr. Franklin Pass will expire at the 2002 Annual
Meeting of Shareholders; the terms of Professor Ubaldo Conte, Kenneth Evenstad
and Roger G. Harrison, Ph.D., will expire at the 2003 Annual Meeting of
Shareholders; and the terms of Mr. John Gogol, Dr. Jacques Gonella, Mr. Jacques
Rejeange and Dr. Thomas Rinderknecht will expire at the 2004 Annual Meeting of
Shareholders. Vacancies on the Board of Directors and newly created
directorships can be filled by the vote of a majority of the directors then in
office.
The Board of Directors has nominated and recommended that Mr. James L. Clark,
Dr. Philippe Dro and Dr. Franklin Pass be elected as Directors at the 2002
Annual Meeting of Shareholders, each to hold office until the Annual Meeting of
Shareholders in the year 2005 or until his respective successor is duly elected
and qualified.
Each of the nominees is currently a member of our Board of Directors and has
indicated a willingness to serve as a director if elected. In case any nominee
is not a candidate for any reason, the proxies named in the enclosed form of
proxy may vote for a substitute nominee in their discretion, unless an
instruction to the contrary is indicated on the proxy. We have no reason to
believe that any nominee will be unable to serve as a director if elected.
The accompanying proxy will be voted in favor of the election of the nominees of
directors, unless the shareholder giving the proxy indicates to the contrary on
the proxy.
The Board of Directors recommends a vote FOR the election of the director
nominees.
Certain information concerning the nominees and other directors follows:
Nominations for Election at the 2002 Annual Meeting of Shareholders
Name Age
- ---- ---
James L. Clark 54 Mr. Clark joined the Board of Directors in
March 2001 and is Chairman of the
Compensation Committee. Mr. Clark is the
principal officer of Pharma Delivery
Systems, which he founded in 1991, a drug
delivery consultancy group that identifies
and develops drug delivery technologies for
use by multinational pharmaceutical
companies. Holding degrees in chemistry and
marketing from St. Joseph's University in
Philadelphia, Mr. Clark has held senior
management positions in the areas of medical
devices, wound care and drug delivery.
Dr. Philippe Dro 39 Dr. Dro joined the Board of Directors in
January 2001 and is a member of the Audit
Committee. He is
2
currently the Managing Director for Axovan
Limited, a Swiss drug discovery
biotechnology company. Dr. Dro served as the
President and Chief Operating Officer of
Permatec Pharma AG from January 2000 through
October 2000. From June 1997 to January
2000, Dr. Dro was the Executive Director of
Permatec Pharma AG. From March 1995 to June
1997, Dr. Dro served as Executive Director
of JAGO Pharma. From 1992 to 1995, Dr. Dro
held various finance and controller
positions at Sandoz Corporation in Basel,
Switzerland. From 1989 to 1992, Dr. Dro held
various positions in the production and
development area at Ethypharm Corporation in
France and India. He received a doctorate in
Pharmacy from the School of Pharmacy of the
University of Grenoble, France and holds an
MBA from the Cranfield School of Management
in the United Kingdom.
Franklin Pass, M.D. 65 Dr. Pass has been a member of the Board of
Directors since January 1992 and currently
serves as Vice Chairman of the Board. He
joined our company as a director and
consultant in January 1992 and served as
President, Chief Executive Officer and
Chairman of the Board of Directors from
February 1993 until March 2001. From 1990 to
1992, Dr. Pass served as President of
International Agricultural Investments,
Ltd., an agricultural technology consulting
and investment company. Dr. Pass, a
physician and scientist, was Director of the
Division of Dermatology at Albert Einstein
College of Medicine from 1967 to 1973, the
Secretary and Treasurer of the American
Academy of Dermatology from 1978 to 1981 and
the co-founder and Chief Executive Officer
of Molecular Genetics, Inc., now named MGI
Pharma, Inc., from 1979 to 1986. He is the
author of more than 40 published medical and
scientific articles.
Directors Whose Terms Continue Until the 2003 Annual Meeting of Shareholders
Professor Ubaldo Conte 60 Professor Conte has been a member of the
Board of Directors since January 2001 and
has been Permatec's Scientific Advisor since
July 1997. Professor Conte is currently the
head of the post-graduate school in
Industrial Pharmacy at the University of
Pavia in Italy, where he has held various
professorships since 1965. From 1991 to
1997, he was the Dean of Faculty at the
University of Pavia. Professor Conte is the
author of 48 patents and has authored
approximately 170 publications in scientific
journals. Professor Conte is a member of a
number of pharmacy and chemical societies.
3
Kenneth Evenstad 58 Mr. Evenstad joined the Board of Directors
in May 1993 and is a member of the Audit
Committee. Since 1969, Mr. Evenstad has been
the Chairman and Chief Executive Officer of
Upsher-Smith Laboratories, Inc., a private
pharmaceutical company specializing in
branded generic cardiovascular drugs. Mr.
Evenstad holds a degree in pharmacy from the
University of Minnesota College of Pharmacy
and holds numerous patents in the
pharmaceutical field.
Roger G. Harrison, Ph.D. 54 Dr. Harrison joined us as Chief Executive
Officer and a member of our Board of
Directors in March 2001. Since 1984, Dr.
Harrison held various positions at Eli Lilly
and Company. His most recent role there was
Director of Alliance Management from May
1999 until March 2001. Other positions he
held at Eli Lilly and Company include Global
Product Team Leader from March 1997 to May
1999 and Director, Development Projects
Management and Technology Development and
Planning from September 1993 to May 1997. He
is the author of twelve publications, has
contributed to four books and holds nine
patents. Dr. Harrison earned a Ph.D. in
organic chemistry and a B.Sc. in chemistry
from Leeds University in the United Kingdom
and conducted postdoctoral research work at
Zurich University in Switzerland.
Directors whose Terms Continue Until the 2004 Annual Meeting of Shareholders
John S. Gogol 45 Mr. Gogol joined the Board of Directors in
August 2001. An independent consultant since
1998, Mr. Gogol identifies business
opportunities for investments, mergers and
acquisitions and assists clients during the
negotiation and decision-making processes.
Previously, Mr. Gogol was with Stokors SA,
an asset management firm in Geneva,
Switzerland, where he was responsible for
public relations, marketing and client
acquisition. He also served as Area Manager
for Business International (part of The
Economist Group), where he was responsible
for marketing and sales for Europe, Eastern
Europe and Canada. Throughout his career,
Mr. Gogol has created, sponsored and managed
humanitarian aid and trading companies in
Europe, the Middle East and Eastern Europe.
Dr. Jacques Gonella 60 Dr. Gonella joined the Board of Directors in
January 2001 as its Chairman. He is the
founder of Permatec and has served as the
Chairman of the Board of Directors of
Permatec since its founding in June 1997.
4
Prior to founding Permatec, Dr. Gonella
founded JAGO Pharma AG in 1983 and served as
the President and Chief Executive Officer
from its founding until its acquisition in
May 1996 by SkyePharma, a United Kingdom
company listed on the London Stock Exchange.
Dr. Gonella was formerly a non-executive
member of the Board of Directors of
SkyePharma. Prior to founding JAGO, Dr.
Gonella occupied various positions with F.
Hoffmann-La Roche Ltd and Pfizer Inc.
between 1968 and 1979. Dr. Gonella currently
also sits on the board of directors of
several private pharmaceutical companies and
pharmaceutical investment funds. He holds a
doctorate in analytical chemistry from the
Polytechnic Institute of Lausanne,
Switzerland.
Jacques F. Rejeange 62 Mr. Rejeange joined the Board of Directors
in August 2001 and serves on its Audit
Committee. He is currently Chairman of the
Board of NMT Management AG, a medical
technology investment group located in
Basel, Switzerland. He also works as an
independent consultant to various
pharmaceutical, healthcare and medical
technology companies. Mr. Rejeange
previously held various positions including
CEO, President and COO at Sterling Winthrop,
Inc., a pharmaceutical company located in
New York. Prior to that, he had managed a
number of Sandoz pharmaceutical facilities,
including the U.S., France, Belgium and
United Kingdom operations. Mr. Rejeange
serves on the Board of Directors for several
healthcare companies in the United States
and Europe. He also previously served on the
Board of Directors of the Pharmaceutical
Manufacturers Association in Washington, DC
and as a member of the Board of Trustees of
Drew University in New Jersey.
Dr. Thomas Rinderknecht 47 Dr. Rinderknecht joined the Board of
Directors in January 2001 and served on its
Audit Committee. He has also been a director
of Permatec since its founding in June 1997.
Dr. Rinderknecht has been a partner in the
firm of Rinderknecht Klein & Stadelhofer in
Zurich, Switzerland since 1985 and has been
practicing commercial law in Europe since
1982. He holds law degrees from the
University of Zurich, Switzerland and the
University of Munich, Germany.
None of the above directors are related to one another or to any executive
officers of our Company.
5
Information Concerning the Board of Directors
The Board of Directors met five times during 2001 and acted by written action
two times during 2001. The Board of Directors has an Audit and a Compensation
Committee.
The Audit Committee consisted of Mr. Evenstad, Dr. Philippe Dro and Dr. Thomas
Rinderknecht and met three times during 2001. The Audit Committee reviews the
results and scope of the audit and other services provided by the Company's
independent auditors, as well as the Company's accounting principles and systems
of internal controls, and reports the results of its review to or holds
concurrent meetings with the full Board of Directors.
The Compensation Committee, consisting of Mr. Clark, Dr. Gonella and Dr.
Rinderknecht, met informally during 2001 with compensation actions being
considered by the full Board. The Compensation Committee makes recommendations
concerning executive salaries and incentive compensation for employees and
administers the 1993 Stock Option Plan (the "1993 Plan"). The Board of Directors
as a whole administers the 1996 Incentive and Stock Option Plan (the "1996
Plan"), the 2001 Incentive Stock Option Plan for Employees (the "2001 Plan"),
the 1998 Stock Option Plan for Non-Employee Directors (the "1998 Directors
Plan") and the 2001 Stock Option Plan for Non-Employee Directors and Consultants
(the "2001 Directors' Plan").
During 2001, each of the directors attended at least 50% of the aggregate number
of meetings of the Board of Directors and of the Committees on which he serves
with the exception of Prof. Ubaldo Conte who attended 20% of the Board of
Directors meetings held during the year due to his commitments with other
business interests.
Compensation of Directors
The Company has not in the past paid directors' fees. All directors may be
reimbursed for expenses actually incurred in attending meetings of the Board of
Directors and its committees. In the past, the Board of Directors has made
annual discretionary grants of options to purchase shares of Common Stock under
the 1993 Plan, 1996 Plan and 2001 Plan to certain members of the Board of
Directors. The size of these grants has varied from year to year. In accordance
with the 2001 Directors' Plan, eligible non-employee directors will receive an
automatic grant of an option to purchase 5,000 shares of Common Stock as of the
first business day of each calendar year. The 2001Directors' Plan also provides
for an initial option grant of 15,000 shares of Common Stock to each Director on
the day he or she is first elected to the Board of Directors.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee was, during the 2001 fiscal year or
previously, an officer or employee of the Company, nor did any member have any
relationship or transaction with the Company which is required to be reported
under Item 402(k) or Regulation S-K under the Securities Exchange Act of 1934,
as amended, except for Dr. Rinderknecht. Dr. Rinderknecht served as a member of
both the Audit Committee and the Compensation Committee and his law firm,
Rinderknecht, Klein & Stadelhofer, of which he is a principle, also served as
legal adviser on various matters. The Company recognized expenses of $97,292 for
services provided by Rinderknecht, Klein & Stadelhofer in 2001.
6
REPORT OF THE AUDIT COMMITTEE
The Audit Committee reviews our financial reporting process on behalf of the
Board of Directors. The members of the Audit Committee are Mr. Kenneth Evenstad,
Dr. Philippe Dro and Dr. Thomas Rinderknecht. Management has the primary
responsibility for the financial statements and the reporting process. Our
independent certified public accountants are responsible for expressing an
opinion on the conformity of our audited financial statements to accounting
principles generally accepted in the United States of America.
In this context, the Audit Committee has reviewed and discussed with management
and the independent certified public accountants the audited financial
statements. The Audit Committee has discussed with the independent certified
public accountants the matters required to be discussed by Statement on Auditing
Standards No. 61 (Communication with Audit Committee). In addition, the Audit
Committee has received from the independent certified public accountants the
written disclosures required by Independence Standards Board No. 1 (Independence
Discussions with Audit Committees) and discussed with them their independence
from the Company and its management. The Audit Committee has determined that the
independent certified public accountants' provision of information technology
services and other non-audit services to the Company is compatible with the
certified public accountants' independence.
Audit Fees
Audit fees billed to Antares Pharma by KPMG LLP during 2001 for review of our
annual financial statements and those financial statements included in our
quarterly reports on Form 10-Q totaled $130,110.
Financial Information System Design and Implementation Fees
Fees billed to Antares Pharma by KPMG LLP during 2001 for advice regarding
financial information system design and implementation totaled $48,329.
All other Fees
Fees billed to Antares Pharma by KPMG LLP during 2001 for all other non-audit
services, consisting primarily of services related to the 2001 closing of our
transaction with Permatec and including tax-related services, totaled $260,897.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the Board approved, that
the audited financial statements be included in the Company's Annual Report on
SEC Form 10-K for the year ended December 31, 2001, for filing with the
Securities and Exchange Commission.
SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS:
Kenneth Evenstad Dr. Philippe Dro Dr. Thomas Rinderknecht
7
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
Overview
The Compensation Committee is responsible for establishing compensation policies
for all executive officers of the Company, including the four most highly
compensated executive officers named in the accompanying tables (the "Named
Executives Officers"). The members of the Compensation Committee are James
Clark, Dr. Jacques Gonella and Dr. Thomas Rinderknecht. The Compensation
Committee establishes the total compensation for the executive officers in light
of these policies.
The objectives of the Company's executive compensation program include the
following:
1. to attract and retain superior talent and reward individual
performance;
2. to support the achievement of the Company's financial and
strategic goals; and
3. through stock based compensation, to align the executive
officers' interests with those of the shareholders of the
Company.
The following report addresses the Company's executive compensation policies and
discusses factors considered by the Compensation Committee in determining the
compensation of the Company's Chief Executive Officer and President and other
executive officers for the year ended December 31, 2001.
Compensation Policies for Executive Officers
The Compensation Committee's executive compensation policies are designed to
provide competitive levels of compensation that integrate pay with the Company's
annual and long-term performance goals, reward above average corporate
performance, recognize individual initiative and achievements, and assist the
Company in attracting and retaining qualified executives. To that end, the
Compensation Committee has established certain parameters of corporate
performance that must be met before the discretionary features of its executive
compensation plans apply. These discretionary features include stock option
grants and performance bonuses based upon an executive officer's base salary.
Absent the discretionary features, the Company's executive officers are paid
base salaries that are subject to annual cost-of-living increases, along with
periodic adjustments to make such salaries competitive with other similar sized
companies in the drug delivery industry. The Company's executive officers are
also given the opportunity to participate in certain other broad-based employee
benefit plans. As a result of the Company's emphasis on tying executive
compensation to corporate performance, in any particular year the Company's
executives may be paid more or less than the executives of other companies in
the drug delivery industry. The Company's use of stock option grants as a key
component of its executive compensation plans reflects the Compensation
Committee's position that stock ownership by management and stock based
compensation arrangements are beneficial in aligning management's and
shareholders' interests to enhance shareholder value.
Bonuses
Cash bonuses are used to reward executive officers for achievement of financial
and technical milestones, as well as for individual performance. Bonuses of
$12,000 each were awarded to
8
certain of the executive officers in December 2000 and bonuses ranging from
$9,037 to $50,000 were awarded to certain executive officers in February 2001.
Stock Options
Stock options awarded under the Company's 1993, 1996 and 2001 Plans are intended
as incentive compensation and have historically been granted annually to
officers, other key employees and consultants based on the Company's financial
performance and achievement of technical and regulatory milestones. During 1999,
stock options to purchase a total of 24,115 shares held by the five outside
directors were canceled and reissued at an exercise price of $3.50 per share.
Also, on January 3, 2000, options to purchase a total of 31,829 shares held by
the five outside directors, options to purchase a total of 160,924 shares held
by three executive officers and options to purchase a total of 86,200 shares
held by 37 employees were canceled and reissued at an exercise price of $1.5625
per share (see report on repricing of options below). The 1999 annual stock
option grant totaling 50,000 and 26,200 shares, with a grant date of January 3,
2000, were granted to three executive officers and 37 employees, respectively.
The 2000 annual stock option grant totaling 160,000 and 90,000 shares with a
grant date of March 22, 2001, were granted to 5 executive officers and 40
employees, respectively and the 2001 annual stock option grant totaling 35,625
and 52,052 shares with a grant date of February 1, 2002, were granted to 4
executive officers and 52 employees, respectively. All grants are made to
provide ongoing incentives to the Company's consultants, outside directors and
employees.
Chief Executive Officer's Compensation
Compensation for Dr. Roger Harrison during 2001, as reflected in the Summary
Compensation Table below, consisted of base compensation and certain employee
benefits. Dr. Harrison's base compensation for 2001 was $221,939 from March 12,
2001, date of employment.
At this time the Committee has no formal long-range written plan for CEO
compensation separate and apart from the employment agreement (see following
section).
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS:
James Clark Dr. Jacques Gonella Dr. Thomas Rinderknecht
9
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Employment Agreements with Executive Officers
The Company has written employment agreements with Dr. Roger G. Harrison,
Franklin Pass, M.D., Lawrence Christian, Dr. Dario Carrara and Dr. Peter
Sadowski.
Employment Agreement with Dr. Harrison. Roger G. Harrison, Ph.D., was
appointed to the position of Chief Executive Officer of Antares Pharma, Inc.,
effective March 12, 2001. The terms of the employment agreement with Dr.
Harrison include an annual salary of $275,000 and up to 216,000 restricted
shares of common stock that will be granted after the achievement of certain
time-based and performance-based milestones. In addition, if within twelve
months of the commencement of his employment the Company sells all or
substantially all of its assets to an unaffiliated third party, or merges with
or into an unaffiliated third party in which the Company is not the surviving
entity, then the Company shall pay to Dr. Harrison either (i) two percent of the
aggregate cash, securities or other consideration received from the sale, or
(ii) an amount, in cash, equal to two percent of the value of the aggregate
cash, securities or other consideration distributed to the shareholders in the
merger; provided, however, that the Company shall have no obligation to make any
payment to Dr. Harrison if he is employed as the chief executive or chief
operating officer of the acquiring or surviving entity in the transaction.
Employment Agreement with Franklin Pass, M.D. The employment agreement with
Franklin Pass, M.D. became effective as of January 31, 2001. The agreement
provides (a) employment for three years, unless earlier terminated in accordance
with the agreement; (b) a salary of $228,000 per year; (c) bonuses of (i)
$25,000 which was paid at the 2001 closing of our transaction with Permatec and
(ii) $25,000 which was paid at the 2001 closing of our transaction with Permatec
due to his being successful (as determined by Dr. Jacques Gonella) in
negotiating revisions to a certain licensing agreement; and (d) an option to
purchase 30,000 shares of common stock with vesting over a three-year period at
33.3% per year. In addition to the normal employee benefits, the Company will
pay directly, or reimburse Franklin Pass, M.D., for premiums on $2,000,000
additional personal life insurance, on the life of Franklin Pass, M.D., limited
to a maximum of $25,000 per year. The Company also agrees to provide employee
benefits for a seven-year period following Franklin Pass, M.D.'s termination of
employment.
Employment Agreements with Lawrence Christian and Dr. Peter Sadowski. Mr.
Christian and Dr. Sadowski entered into employment agreements with the Company
as of December 22, 1999, with updated agreements as of May 1, 2000, (each, an
"Employment Agreement"). The Employment Agreements provided for 2000 base
salaries of $102,000 for Mr. Christian until May 1, 2000, and $124,000
thereafter and $135,820 for Dr. Sadowski. Salaries have subsequently been
adjusted to $145,600 for Mr. Christian and $156,000 for Dr. Sadowski. Upon the
2001 closing of our transaction with Permatec, the Company paid each of Mr.
Christian and Dr. Sadowski a bonus of $17,000. Upon the 2001 closing of our
transaction with Permatec, the Company granted an option to purchase 20,000
shares of Antares Pharma common stock to Mr. Christian and 50,000 shares of
Antares Pharma common stock to Dr. Sadowski. The Employment Agreements also
contain provisions regarding participation in benefit plans, repayment of
expenses, participation as a director or consultant to other companies (which is
permitted provided that such participation does not materially detract from
their respective obligations to the Company or otherwise violate the terms of
their Employment
10
Agreements), protection of confidential information and ownership of
intellectual property. In addition, the Employment Agreements contain covenants
not to compete and covenants with respect to nonsolicitation and noninterference
with customers, suppliers or employees. Mr. Christian's Employment Agreement is
for 365 days continuing each day on a rolling 365-day basis. Dr. Sadowski's
Employment Agreement has a term through December 31, 2002.
Employment Agreement with Dr. Dario Carrara. Dr. Carrara entered into an
employment agreement with Permatec on May 31, 2000. The Company assumed all
employment obligations of Permatec upon the 2001 closing of our transaction with
Permatec as of January 31, 2001. Dr. Carrara is a citizen of Argentina and,
accordingly, is considered a foreign service employee for Swiss employment
purposes. The Employment Agreement provides for a 2000 base salary of $102,415,
bonuses at the discretion of the board of directors, participation in stock
option programs as may be available, an expense account allowance of $482 per
month, two family trips per year to his home country, private school cost for
his children up to $15,062 per year, family housing cost in Switzerland up to
$21,689 per year and family local language lessons up to $6,025 during the first
twelve months. The agreement is for an indeterminate period of time and either
party may terminate the agreement by providing written notice three months in
advance of termination.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning beneficial
ownership of our Common Stock as of April 22, 2002, with respect to (i) all
persons known to be the beneficial owners of more than 5% of our outstanding
Common Stock, (ii) each of our directors, (iii) each Named Executive Officer,
and (iv) all directors and executive officers as a group.
Shares Percentage Outstanding
Beneficially of Outstanding Options &
Name of Beneficial Owner Owned(1) Shares Warrants (2)
Permatec Holding AG (3) (4) 5,650,000 61.4% --
NMT Management AG (5) 692,245 7.4% 127,986
Lombard Odier & Cie (6) 639,931 6.9% 127,986
Becton Dickinson and Company (7) 609,292 6.3% 456,969
Dr. Jacques Gonella (3) (8) 100,749 1.1% 20,000
Franklin Pass, M. D. (8) 161,542 1.7% 169,017
Dr. Roger Harrison (8) 91,000 1.0% 5,625
James Clark (8) 17,000 * 22,000
Prof. Ubaldo Conte (8) 15,000 * 20,000
Dr. Philippe Dro (8) 15,000 * 20,000
Kenneth Evenstad (8) 22,999 * 25,943
John Gogol (8) 15,000 * 20,000
Jacques Rejeange (8) 15,000 * 20,000
Dr. Thomas Rinderknecht (8) 15,000 * 20,000
Lawrence Christian (8) 49,600 1.0% 58,500
Dr. Dario Carrara (8) 19,800 * 67,500
Dr. Peter Sadowski (8) 64,907 1.0% 105,907
All directors and executive officers
as a group (13 persons) (3) 6,252,597 65.2% 574,492
- ----------
* Less than 1%.
(1) Beneficial ownership is determined in accordance with rules of the
Securities and Exchange Commission, and includes generally voting power
and/or investment power with respect to securities. Shares of Common Stock
subject to options or warrants currently exercisable or exercisable within
60 days of April 22, 2002, are deemed outstanding for computing the
percentage of the person holding such options but are not deemed
11
outstanding for computing the percentage of any other person. Except as
indicated by footnote, the Company believes that the persons named in this
table, based on information provided by such persons, have sole voting and
investment power with respect to the shares of Common Stock indicated.
(2) Shares of Antares Common Stock issuable upon the exercise of outstanding
options and warrants.
(3) Dr. Jacques Gonella owns controlling interest in Permatec Holding AG.
(4) The address of Permatec Holding AG is Hauptstrasse 16, 4132 Muttenz,
Switzerland.
(5) The address of NMT Management AG is Elisabethenstrasse 23, 4051 Basel,
Switzerland
(6) The address of Lombard Odier & Cie is 11 Rue de La Corraterie, 1204 Geneva,
Switzerland.
(7) The address of Becton Dickinson is 1 Becton Drive, Franklin Lakes, NJ
07417.
(8) The director's or officer's address is 707 Eagleview Boulevard, Suite 414,
Exton, PA 19341.
Change of Control
On January 31, 2001, the transaction between Medi-Ject Corporation (Antares
Pharma, Inc.'s predecessor) and Permatec Holding AG was completed. In that
transaction, Medi-Ject purchased all of Permatec's three subsidiaries in
exchange for issuing 2,900,000 shares of Medi-Ject common stock to Permatec. In
addition, prior to the transaction, Medi-Ject issued several promissory notes,
totaling $5.5 million, to Permatec and Jacques Gonella. Those promissory notes
were ultimately converted into 2,750,000 shares of our common stock.
As a result of our transaction with Permatec, Permatec Holding AG and Jacques
Gonella, who owns 96.9% of Permatec' outstanding stock, now beneficially own
62.5% of our common stock. Consequently, Jacques Gonella, as Permatec's
controlling shareholder, is in a position to control all matters affecting our
company.
EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
The following table provides certain summary information concerning compensation
paid or accrued by the Company (or Medi-Ject prior to January 31, 2001) to or on
behalf of the Chief Executive Officer and the four other most highly compensated
executive officers (the "Named Executive Officers") as of the year ended
December 31, 2001, for services in all capacities as well as compensation earned
by such person for the previous two fiscal years (if the person was an executive
officer during any part of such fiscal year):
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
----------------------------------------- -----------------------
Name and Other Annual Stock Restricted
Principal Fiscal Salary Bonus Compensation Options Stock
Position Year ($) ($) ($)(1) (#) ($)
- --------------------------- --------- ------------ --------- ---------------- --------- -----------
Dr. Roger Harrison, 2001 221,939(2) -- 14,250 -- 186,000
Chief Executive Officer
and President
Franklin Pass, M.D., 2001 228,000(3) 50,000 23,336 30,000 --
Former Chairman, 2000 228,300 12,000 39,798 10,000 --
Chief Executive Officer 1999 216,300 -- 16,545 -- --
and President
Lawrence Christian, 2001 140,655 17,000 -- 20,000 --
Chief Financial Officer, 2000 114,833 12,000 -- 10,000 --
12
Vice President-Finance 1999 68,538(4) -- -- 21,000 --
and Secretary
Dr. Dario Carrara, Managing 2001(5) 123,456 9,037 57,157 60,000 --
Director-Formulations Group
Dr. Peter Sadowski, Chief 2001 150,000 17,000 5,400 50,000 --
Technology Officer and 2000 135,820 12,000 -- 30,000 --
Vice President, Devices Group 1999 118,300 -- -- 3,000 --
Carlos Samayoa 2001(6) 60,374 9,037 -- 30,000 --
Assistant Secretary, Manager
Finance and Administration -
Formulations Group
- ----------
(1) Represents auto allowance payments and premiums paid for disability and
life insurance policies with coverage limits in excess of those provided
under the Company's standard employee insurance policies.
(2) Represents salary paid from employment date of March 12, 2001.
(3) Franklin Pass served as chief executive officer until January 31, 2001 and
has remained an employee of the Company in a different capacity. The
compensation shown is for the full year.
(4) Represents salary paid from employment date of March 23, 1999.
(5) Represents compensation information from February 1, 2001, the date of the
2001 closing of our transaction with Permatec.
(6) Represents compensation information from February 1, 2001, the date of the
2001 closing of our transaction with Permatec until Mr. Samayoa resigned on
August 31, 2001.
(7) Compensation for Dr. Carrara and Mr. Samayoa was in Swiss Francs converted
to U.S. dollars at the December 31, 2001, exchange rate of 1.6598 Swiss
Francs per U.S. dollar.
STOCK OPTIONS
Option Grants During 2000
The table below sets forth individual grants of stock options made to the Named
Executive Officers during the year ended December 31, 2001.
Potential Realizable
Value at Assumed
Percent of Annual Rates
Number of Total Options Exercise of Stock Price
Securities Granted to Price or Appreciation
Underlying Employees Base for Option Term (1)
Options During Price/sh. Expiration ---------------------
Name Granted(#) the Year(%) ($) Date 5%($) 10%($)
- ----------------------------------------------------------------------------------------------------------
Franklin Pass, M.D.(2) 30,000 12.5 4.56 03/22/11 86,100 218,100
Lawrence Christian(2) 20,000 8.3 4.56 03/22/11 57,355 145,349
Dr. Dario Carrara(2) 60,000 25.0 4.56 03/22/12 172,200 436,300
Dr. Peter Sadowski(2) 50,000 20.8 4.56 03/22/11 143,500 363,600
Carlos Samayoa(2) 30,000 12.5 4.56 03/22/12 86,100 218,100
- ----------
(1) The 5% and 10% assumed annual rates of compounded stock price appreciation
are mandated by rules of the Securities and Exchange Commission and do not
represent the Company's estimate or projection of the Company's future
Common Stock prices.
(2) Incentive stock option granted pursuant to the Company's 2001 Stock Option
Plan on March 22, 2001. These options vest in three equal installments on
March 22 of each of 2002, 2003 and 2004, except for Franklin Pass whose
options vest in three equal installments on January 31 of each of 2002,
2003 and 2004.
13
Aggregated Option Exercises in 2001 and Year End Option Values
The following table provides information concerning stock option exercises and
the value of unexercised options at December 31, 2001, for the Named Executive
Officers:
Number of Value of
Shares Securities Underlying Unexercised
Acquired Unexercised In-The-Money Options
on Value Options at Year End(#) at Year End($)
Exercise Realized ------------------------------ --------------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- -------------------------------------------------------------------------------------------------------------------
Franklin Pass, M.D. 0 0 131,517 30,000 281,118 --
Lawrence Christian 0 0 31,000 20,000 66,263 --
Dr. Dario Carrara 0 0 -- 60,000 -- --
Dr. Peter Sadowski 0 0 48,407 50,000 103,470 --
14
Performance Graph
The graph below provides an indication of cumulative total shareholder
returns ("Total Return") for the Company as compared with the Nasdaq Composite
Index and the Nasdaq Biotechnology Stocks weighted by market value at each
measurement point.
This graph covers the period beginning December 31, 1996, through December
31, 2001. The graph assumes $100 was invested in each of the Company's Common
Stock, the Nasdaq Composite Index and the Nasdaq Biotechnology Stock Index on
December 31, 1996 (based upon the closing price of each). Total Return assumes
reinvestment of dividends.
[CHART APPEARS HERE]
December 31, December 31, December 31, December 31 December 31 December 31,
1996 1997 1998 1999 2000 2001
---- ---- ---- ---- ---- ----
Antares Pharma $100.00 $ 55.10 $ 10.47 $ 41.32 $119.56 $101.93
Nasdaq Composite
Index 100.00 121.64 169.84 315.20 191.36 151.07
Biotechnology
Stocks 100.00 99.93 144.18 290.72 357.56 299.62
15
APPROVAL TO AMEND THE COMPANY'S SECOND AMENDED AND RESTATED ARTICLES OF
INCORPORATION, AS AMENEDED TO DATE, TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF ANTARES PHARMA COMMON STOCK FROM 15,000,000 TO 30,000,000 SHARES
(Item 2 on the Proxy Card)
Summary of the Proposed Amendment
On March 14, 2002, the Board of Directors voted, subject to approval by the
shareholders, to amend the Second Amended and Restated Articles of
Incorporation, as amended to date, to increase the number of authorized shares
of Antares Pharma common stock from 15,000,000 to 30,000,000 shares.
Our Current Capital Structure and Reasons for the Proposed Amendment
On April 22, 2002, the Company had 9,161,188 shares of Common Stock outstanding
and 2,688,117 shares of Common Stock reserved for specific purposes, including
issuance upon exercise of outstanding stock options or for future awards under
its equity incentive plans, conversion of the Company's Preferred Stock, the
exercise of warrants to purchase Common Stock issued by the Company, and the
issuance of committed grants under an employment agreement. We also have 1,150
Shares of Series A Convertible Preferred Stock issued and outstanding as of
April 22, 2002. The Series A Convertible Preferred Stock is convertible into our
Common Stock on November 10, 2008. Each share of outstanding Series A
Convertible Preferred Stock is convertible into that number of shares obtained
by dividing $1,000 (plus any accrued but unpaid dividends) by the lesser of
$7.50 per share or 95% of the market price of our Common Stock on the conversion
date. Based on the market closing price as of April 22, 2002, of $3.00, on
aggregate of 403,508 shares of our common stock would be issuable on conversion
of all outstanding shares of Series A Convertible Preferred Stock. We are
currently seeking to raise funds by way of private placement of equity.
Depending upon the final negotiations of the equity placement, we may need to
issue Common Shares and warrants to purchase Common Shares equal to or in excess
of the remaining 3,150,695 authorized Common Shares. Based on the number of
outstanding and reserved shares set out above, if the shareholders do not
approve this Share Amendment, we may not be able to issue all of the shares
necessary in our equity placement, our equity incentive plan or upon exercise of
warrants to purchase the Company's Common Stock. The Company currently does not
have any definitive plans, commitments or understandings with respect to the
issuance of the additional shares of Common Stock that would be authorized by
the Share Amendment. The Board of Directors believes that it is desirable to
have available a substantial number of authorized but unissued shares of Common
Stock which may be issued from time to time, without further action by the
shareholders, to provide for stock options and other equity incentives, to be
able to take advantage of acquisition opportunities, to facilitate the
consummation of license, development or other similar agreements which would
allow the Company to use third party technology, to meet future capital needs
and for other general corporate purposes.
The Impact of Approval or Disapproval of the Proposed Amendment
The issuance of additional authorized shares of Common Stock may dilute the
voting power and equity interest of present shareholders. It is not possible to
predict in advance whether the issuance of additional shares will have a
dilutive effect on earnings per share as it depends on
16
the specific events associated with a particular transaction. Shares of
authorized but unissued Common Stock may be issued from time to time by the
Board of Directors without further shareholder action unless shareholder action
is required by Minnesota law, under which the Company is incorporated, the
Company's Certificate of Incorporation, or the rules of the Nasdaq National
Market System ("NASDAQ"). Additional authorized but unissued shares of Common
Stock might be used in the context of a defense against or response to possible
or threatened hostile takeovers. The Board of Directors has concluded, however,
that the advantages of the additional authorized shares outweigh any potential
disadvantages. The Board of Directors believes that approval of the increase in
the authorized shares is in the best interest of the shareholders because it
would facilitate the Company's business and financial purposes in the future
without the necessity of delaying such activities for further shareholder
approvals, except as may be required in a particular case by Minnesota law, the
Company's Certificate of Incorporation, or the rules of NASDAQ.
The Text of the Proposed Amendment
The Board of Directors recommends that we amend Article III of the Articles to
increase the authorized shares of Common Stock from 15,000,000 to 30,000,000. If
the shareholders approve the amendment, the first sentence of Article III will
be amended to read as follows:
"The total number of shares of capital stock which the Corporation
is authorized to issue shall be 33,000,000 shares, consisting of
30,000,000 shares of common stock, par value $.01 per share
(`Common Stock'), and 3,000,000 shares of preferred stock, par
value $.01 per share (`Preferred Stock')."
Vote Required: Quorum
For each share of our common stock held on the record date, a shareholder is
entitled to one vote on each matter submitted to a vote at the Annual Meeting. A
majority of shares of our common stock outstanding on the record date
constitutes a quorum at the Annual Meeting. With a quorum present, the Minnesota
Business Corporation Act requires the affirmative vote of the holders of a
majority of the outstanding shares of our common stock, in person or by proxy
card, and entitled to vote on that item of business.
The Board of Directors has approved the proposed amendment to our Articles to
increase the authorized common stock from 15,000,000 to 30,000,000 shares. The
Board believes that the proposal is in the best interest of the Company and its
shareholders and recommends that you vote FOR the approval of the Amendment.
17
APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
(Item 3 on the Proxy Card)
At the meeting, a vote will be taken on a proposal to ratify the appointment of
KPMG LLP ("KPMG") as our independent certified public accountants for the year
ending December 31, 2002. KPMG has audited our financial statements since 1995.
Representatives of KPMG are expected to be present at the Annual Meeting to make
a statement if they so desire and to respond to appropriate questions.
The affirmative vote of a majority of the outstanding shares of our Common Stock
entitled to vote on this item and represented in person or by proxy at the
Annual Meeting, is necessary for approval of the selection of KPMG LLP as our
independent certified public accountants.
The Board of Directors recommends a vote FOR the ratification of the
appointment of KPMG LLP as independent certified public accountants for Antares
Pharma, Inc.
18
OTHER MATTERS
Solicitation
The Company will bear the cost of preparing, assembling and mailing the proxy
card, Proxy Statement, annual report and other material which may be sent to the
shareholders in connection with this solicitation. Brokerage houses and other
custodians, nominees and fiduciaries may be requested to forward soliciting
material to the beneficial owners of stock, in which case they will be
reimbursed by the Company for their expenses in doing so. Proxies are being
solicited primarily by mail, but, in addition, officers of the Company may
solicit proxies personally by telephone or special letter, but such persons will
not receive extra compensation from the Company for doing so.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, certain officers and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership on Form 3 and changes in ownership on Forms 4 or 5 with the SEC. Such
officers, directors and ten percent shareholders are also required by the SEC
rules to furnish the Company with copies of all Section 16(a) reports they file.
Specific due dates for such reports have been established by the SEC and the
Company is required to disclose in this Proxy Statement any failure to file
reports by such dates. Based solely on its review of the copies of such reports
received by it or by written representations from certain reporting persons, the
Company believes that during the year ended December 31, 2001, all Section 16(a)
filing requirements applicable to its officers, directors and ten percent
shareholders were met.
Other Matters
The Board of Directors does not intend to present to the Annual Meeting any
matter not referred to above and does not presently know of any matters that may
be presented to the meeting by others. However, if other matters come before the
Annual Meeting, it is the intention of the persons named in the enclosed form of
proxy to vote the proxy in accordance with their best judgment.
The Company is including with this Proxy Statement a Report for Shareholders and
Form 10-K for the year ended December 31, 2001, which includes an audited
consolidated balance sheet as of that date and related consolidated statements
of operations, shareholders' equity (deficit) and comprehensive loss and
consolidated statements of cash flows, as well as other financial information
relating to our operations. Shareholders may receive, without charge, a copy of
the Company's 2000 Form 10-K Report as filed with the Securities and Exchange
Commission by writing to Antares Pharma, Inc., 707 Eagleview Boulevard, Suite
414, Exton, Pennsylvania 19341, Attention: Chief Financial Officer.
PROPOSALS OF SHAREHOLDERS
The proxy rules of the Securities and Exchange Commission permit shareholders,
after timely notice to issuers, to present proposals for shareholder action in
issuer proxy statements where
19
such proposals are consistent with applicable law, pertain to matters
appropriate for shareholder action, and are not properly omitted by company
action in accordance with proxy rules. Shareholder proposals for the 2003 Annual
Meeting must be prepared in accordance with the proxy rules and received by the
Company on or before December 16, 2002, in order to be eligible for inclusion in
the Company's proxy materials.
20
The Board of Directors Recommends a Vote FOR Items 1, 2 and 3.
1. To elect three members of the Board of Directors:
01 James L. Clark [ ] Vote FOR [ ] Vote WITHHELD
02 Dr. Philippe Dro
03 Franklin Pass, M.D. all nominees from all nominees
(except as marked)
(Instructions: To withhold authority
to vote for any indicated nominee, ---------------------------------------
write the number(s) of the nominee(s)
in the box provided to the right.) ---------------------------------------
2. To consider and vote upon a proposal
to amend the Company's Second Amended
and Restated Articles of Incorporation,
as amended to date, to increase the
number of authorized shares of Antares
Pharma common stock from 15,000,000
to 30,000,000. [ ] For [ ] Against [ ] Abstain
3. To ratify the appointment of KPMG LLP
as our independent certified public
accountants for the year ending
December 31, 2002. [ ] For [ ] Against [ ] Abstain
4. The proxies are authorized to vote in
their discretion upon such other
business as may properly come before
the meeting. [ ] For [ ] Against [ ] Abstain
THIS PROXY WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN, WILL BE VOTED FOR PROPOSALS 1, 2 AND 3. THE PROXIES ARE AUTHORIZED TO
VOTE IN THEIR DISCRETION WITH RESPECT TO OTHER MATTERS THAT MAY PROPERLY COME
BEFORE THE MEETING.
Address Change? Mark box [ ] Indicate changes below:
Date: , 2002
-----------------------------
----------------------------------------
----------------------------------------
Signature(s) in Box
Please sign exactly as your name appears
on Proxy. If held in joint tenancy, all
persons must sign. Trustees,
administrators, etc., should include
title and authority. Corporations should
provide full name of corporation and
title of authorized officer signing the
Proxy.
ANTARES PHARMA, INC.
707 Eagleview Boulevard, Suite 414
Exton, PA 19341
Annual Meeting of Shareholders
June 20, 2002
10:00 a.m. ET
Omni Hotel at Independence Park
401 Chestnut Street
Philadelphia, PA 19106
Antares Pharma, Inc.
707 Eagleview Boulevard, Suite 414, Exton, PA 19341 proxy
- --------------------------------------------------------------------------------
Annual Meeting of Shareholders to be held on June 20, 2002.
This Proxy is solicited on behalf of the Board of Directors.
Please mark, sign, date and return in the enclosed envelope.
By signing the proxy, you revoke all prior proxies and appoint Dr. ROGER G.
HARRISON and LAWRENCE M. CHRISTIAN, or either one of them, as Proxies, each with
the power to appoint his substitute and to act without the other, and authorize
each of them to represent and to vote, as designated herein, all shares of
common stock of Antares Pharma, Inc., held of record by the undersigned on April
22, 2002, at the Annual Meeting of Shareholders of the Company to be held on
June 20, 2002, or any adjournment thereof.
See reverse for voting instructions.