SCHEDULE 14A INFORMATION
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:
/X/ Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
LEUKOSITE, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
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and 0-11.
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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LEUKOSITE, INC.,
215 FIRST STREET
CAMBRIDGE, MA 02142
NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS
TO THE STOCKHOLDERS OF LEUKOSITE, INC.:
NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Stockholders of
LeukoSite, Inc. (the "Company") will be held at the Company's corporate offices,
215 First Street, Cambridge, MA 02142, on Tuesday, May 25, 1999, at 9:00 A.M.,
local time, for the following purposes:
1. To elect eight directors of the Company to hold office for a one year
term;
2. To consider and vote upon a proposal to ratify the adoption and approval
by the Board of Directors of an amendment to the Company's Amended and
Restated 1993 Stock Option Plan (the "1993 Plan") to provide for an
increase in the number of shares of Common Stock authorized for issuance
under the 1993 Plan from 2,125,000 to 2,575,000;
3. To consider and vote upon a proposal to approve (i) the conversion into
Common Stock of all outstanding shares of the Company's Series A
Convertible Preferred Stock issued to the former stockholders of CytoMed,
Inc. in connection with the Company's recent acquisition (by merger) of
CytoMed, Inc., and (ii) the issuance of additional shares of Common Stock
to the former stockholders of CytoMed, Inc., as additional consideration
for the CytoMed acquisition, if and when the Company receives certain
cash payments or certain drug development milestones are achieved with
respect to certain CytoMed product candidates; and
4. To transact such other business as may properly come before the Meeting
or any adjournments or postponements thereof.
The Board of Directors has fixed March 26, 1999, as the record date for the
determination of stockholders entitled to notice of, and to vote at, the 1999
Annual Meeting of Stockholders. Accordingly, only stockholders of record at the
close of business on March 26, 1999 will be entitled to notice of, and to vote
at, such meeting or any adjournments thereof.
By order of the Board of Directors
JUSTIN P. MORREALE
SECRETARY
April , 1999
NOTE: THE BOARD OF DIRECTORS SOLICITS THE EXECUTION AND PROMPT RETURN OF THE
ACCOMPANYING PROXY. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE
MEETING, PLEASE COMPLETE, DATE, SIGN AND MAIL THE ACCOMPANYING PROXY AND
PROMPTLY RETURN IT IN THE PRE-ADDRESSED ENVELOPE PROVIDED FOR THAT
PURPOSE. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW ANY PROXY GIVEN BY
YOU AND VOTE YOUR SHARES IN PERSON.
LEUKOSITE, INC.
215 FIRST STREET
CAMBRIDGE, MA 02142
------------------------
PROXY STATEMENT
------------------------
GENERAL INFORMATION
PROXY SOLICITATION
This Proxy Statement is furnished to the holders of the common stock, $.01
par value per share ("Common Stock"), of LeukoSite, Inc. (the "Company") in
connection with the solicitation of proxies on behalf of the Board of Directors
of the Company for use at the Annual Meeting of Stockholders to be held on May
25, 1999 (the "Meeting"), or at any adjournment or postponement thereof,
pursuant to the accompanying Notice of 1999 Annual Meeting of Stockholders. The
purposes of the Meeting and the matters to be acted upon are set forth in the
accompanying Notice of 1999 Annual Meeting of Stockholders. The Board of
Directors knows of no other business that will come before the Meeting.
This Proxy Statement and proxies for use at the Meeting will be mailed to
stockholders on or about April 19, 1999 and such proxies will be solicited
chiefly by mail, but additional solicitations may be made by telephone or
telegram by the officers or regular employees of the Company. The Company may
enlist the assistance of brokerage houses in soliciting proxies. All
solicitation expenses, including costs of preparing, assembling and mailing
proxy material, will be borne by the Company.
REVOCABILITY AND VOTING OF PROXY
A form of proxy for use at the Meeting and a return envelope for the proxy
are enclosed. Stockholders may revoke the authority granted by their execution
of proxies at any time before their effective exercise by filing with the
Secretary of the Company a written revocation or a duly executed proxy bearing a
later date or by voting in person at the Meeting. Shares represented by executed
and unrevoked proxies will be voted in accordance with the choice or
instructions specified thereon. If no specifications are given, the proxies
intend to vote the shares represented thereby to approve Proposals No. 1, 2 and
3 as set forth in the accompanying Notice of 1999 Annual Meeting of Stockholders
and in accordance with their best judgment on any other matters that may
properly come before the Meeting.
RECORD DATE AND VOTING RIGHTS
Only stockholders of record at the close of business on March 26, 1999 are
entitled to notice of, and to vote at, the Meeting or any adjournment or
postponement thereof. The Company had outstanding on March 26, 1999, 11,956,927
shares of Common Stock, each of which is entitled to one vote upon the matters
to be presented at the Meeting, and 935,625 shares of Series A Convertible
Preferred Stock, $.01 par value per share (the "Series A Preferred Stock"),
which are not entitled to vote on the matters to be presented at the Meeting.
The presence, in person or by proxy, of a majority of the issued and outstanding
shares of Common Stock will constitute a quorum for the transaction of business
at the Meeting. Votes withheld from any nominee, abstentions and broker
"non-votes" are counted as present or represented for purposes of determining
the presence or absence of a quorum for the Meeting. A broker "non-vote" occurs
when a nominee holding shares for a beneficial owner does not vote on one or
more proposals because the nominee does not have discretionary voting power and
has not received instructions from the beneficial owner. Abstentions are
included in the number of shares present or represented and voting on each
matter. Accordingly, an abstention will have the same effect as a vote against
the matter. Broker "non-votes" are not so included and, accordingly, have no
effect on the voting of such matter.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of February 26, 1999, or such other applicable date
set forth below, with respect to (i) each person known to the Company to be the
beneficial owner of more than 5% of the issued and outstanding Common Stock,
(ii) each director or nominee for director of the Company, (iii) each executive
officer of the Company named in the Summary Compensation Table set forth under
the caption "Executive Compensation" below, and (iv) all directors and executive
officers as a group. As of February 26, 1999, 11,931,795 shares of Common Stock
were outstanding.
ADDITIONAL
AMOUNT AND SHARES OF
NATURE OF COMMON STOCK
BENEFICIAL PERCENTAGE OF ASSUMING ADJUSTED
OWNERSHIP OF OUTSTANDING CONVERSION OF PERCENTAGE OF
NAME AND ADDRESS COMMON STOCK SHARES OF COMMON SERIES A SHARES OF COMMON
OF BENEFICIAL OWNER (1) STOCK OWNED (1) PREFERRED (2) STOCK OWNED (2)
- ------------------------------------------------- -------------- ----------------- -------------- -----------------
Entities Affiliated with HealthCare Ventures
LLC(3)........................................... 2,485,593 20.8% 65,121 19.8%
44 Nassau Street
Princeton, New Jersey 08542
Timothy Springer(4).............................. 778,533 6.5% -- 6.1%
Center for Blood Research
200 Longwood Avenue
Boston, Massachusetts 02115
Entities Affiliated with Schroders PLC(5)........ 692,780 5.8% 147,367 6.5%
120 Cheapside
London EC2V UDS
England
Warner-Lambert Company........................... 618,466 5.2% -- 4.8%
201 Tabor Road
Morris Plains, New Jersey 07950
Roche Finance Ltd. .............................. 610,301 5.1% -- 4.7%
c/o Hoffmann-La Roche, Ltd.
124 Grensacherstrasse
CH-4002 Basel
Switzerland
James H. Cavanaugh (6)........................... 2,485,593 20.8% -- 19.8%
Martin Peretz, Ph.D. (7)......................... 211,293 1.8% -- *
Catherine Bingham (8)............................ 692,780 5.8% -- 6.5%
Christopher K. Mirabelli, Ph.D. (9).............. 198,510 1.6% -- *
Yasunori Kaneko, M.D (10)........................ 55,500 * -- *
Christopher T. Walsh, Ph.D. (11)................. 17,807 * -- *
Mark Skaletsky (12).............................. 11,378 * -- *
Walter Newman, Ph.D. (13)........................ 68,016 * -- *
Augustine Lawlor (14)............................ 43,234 * -- *
Lee Brettman M.D. (15)........................... 40,454 * -- *
Jay Luly (16).................................... 18,019 * -- *
All current directors and executive officers as a
group (13 persons)(17)........................... 4,621,117 37.8% 709,062 41.4%
- ------------------------
(1) The shares owned, and the shares included in the total number of shares
outstanding, have been adjusted, and the percentage owned has been computed,
in accordance with Rule 13d-3(d)(1) under
2
the Securities Exchange Act of 1934, as amended, and includes options, to
the extent called for by such rule, with respect to shares of Common Stock
that can be exercised within 60 days of February 26, 1999. The inclusion
herein of any shares as beneficially owned does not constitute an admission
of beneficial ownership of those shares. Except as set forth in the
footnotes below, such shares are beneficially owned with sole investment and
sole voting power.
(2) The shares owned, and the shares included in the total number of shares
outstanding, have been adjusted, and the percentage owned has been computed,
in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act of
1934, as amended, and includes shares of Series A Preferred Stock, to the
extent called for by such rule, that can be converted into shares of Common
Stock within 60 days of the date of this Proxy Statement. The inclusion
herein of any shares as beneficially owned does not constitute an admission
of beneficial ownership of those shares. Except as set forth in the
footnotes below, such shares are beneficially owned with sole investment and
sole voting power.
(3) Includes shares held by HealthCare Ventures III, L.P. ("HCV III"),
HealthCare Ventures IV, L.P. ("HCV IV") and Healthcare Ventures V, L.P.
("HCV V"). Includes 6,500 shares of Common Stock which HealthCare Ventures
LLC has the right to acquire within 60 days of February 26, 1999 upon the
exercise of stock options. Mr. Cavanaugh, a director of the Company, is a
general partner of the general partner of each of HCV III and HCV IV.
(4) Includes shares held by Dr. Springer's wife and the Springer Family Trust.
Dr. Springer disclaims beneficial ownership of all shares owned by his wife
and beneficial ownership of the shares owned by the Springer Family Trust
except to the extent of his proportional interest. Includes 7,708 shares of
Common stock which Dr. Springer has the right to acquire within 60 days of
February 26, 1999 upon the exercise of stock options.
(5) Includes shares held by Schroder Ventures International Life Sciences Fund
L.P. 1 ("Schroder 1"), Schroder Ventures International Life Science Fund
L.P. 2 ("Schroder 2"), Schroder Ventures International Life Science Trust
("Schroder Trust"), and Schroder Ventures International Life Sciences Fund
Co-Investment Scheme ("Schroder Co-Investment"). Includes 6,500 shares of
Common Stock which Schroders PLC has the right to acquire within 60 days of
February 26, 1999 upon the exercise of stock options. Ms. Catherine Bingham,
a director of the Company, is a partner of Schroders PLC.
(6) Includes shares held by HCV III, HCV IV and HCV V. Mr. Cavanaugh, a director
of the Company, is a general partner of the general partner of each of HCV
III and HCV IV. Mr. Cavanaugh, together with, among others, Harold R.
Weiner, William Crouse and Mark Leschly, the other general partners of the
general partner of HCV III, HCV IV and HCV V, share voting and investment
control with respect to the shares owned by HCV III, HCV IV and HCV V. Also
includes 6,500 shares of Common Stock which Health Care Ventures LLC has the
right to acquire within 60 days of February 26, 1999 upon the exercise of
stock options. Mr. Cavanaugh may be deemed to beneficially own the shares
held by HCV III, HCV IV and HCV V, although he disclaims beneficial
ownership except to the extent of his proportional ownership interests. Mr.
Cavanaugh does not own any shares of stock in his individual capacity.
(7) Includes 6,500 shares of Common Stock which Dr. Peretz has the right to
acquire within 60 days of February 26, 1999 upon the exercise of stock
options.
(8) Includes shares held by Schroder 1, Schroder 2, Schroder Trust and Schroder
Co-Investment. Ms. Bingham, a director of the Company, is partner Schroders
PLC. Also includes 6,500 shares of Common Stock which Schroders PLC has the
right to acquire within 60 days of February 26, 1999 upon the exercise of
stock options. Ms. Bingham may be deemed to beneficially own the shares held
by Schroder 1, Schroder 2, Schroder Trust, Schroder Co-Investment and
Schroders PLC, although she disclaims beneficial ownership except to the
extent of her proportional ownership interest. Ms. Bingham does not own any
shares of Common Stock in her individual capacity.
3
(9) Includes 107,593 shares of Common Stock which Dr. Mirabelli has the right to
acquire within 60 days of February 26, 1999 upon the exercise of stock
options.
(10) Includes 5,500 shares of Common Stock which Dr. Kaneko has the right to
acquire within 60 days of February 26, 1999 upon the exercise of stock
options.
(11) Includes 8,938 shares of Common Stock which Dr. Walsh has the right to
acquire within 60 days of February 26, 1999 upon the exercise of stock
options.
(12) Includes 11,378 shares of Common Stock which Mr. Skaletsky has the right to
acquire within 60 days of February 26, 1999 upon the exercise of stock
options.
(13) Includes 43,627 shares of Common Stock which Dr. Newman has the right to
acquire within 60 days of February 26, 1999 upon the exercise of stock
options. Also includes shares held by the Newman Family Trust. Dr. Newman
disclaims beneficial ownership of all shares owned by the Newman Family
Trust.
(14) Includes 43,234 shares of Common Stock which Mr. Lawlor has the right to
acquire within 60 days of February 26, 1999 upon the exercise of stock
options.
(15) Includes 40,454 shares of Common Stock which Dr. Brettman has the right to
acquire within 60 days of February 26, 1999 upon the exercise of stock
options.
(16) Includes 18,019 shares of Common Stock which Dr. Luly has the right to
acquire within 60 days of February 26, 1999 upon the exercise of stock
options.
(17) Includes 305,951 shares of Common Stock which the directors and officers
have the right to acquire within 60 days of February 26, 1998 upon the
exercise of stock options.
4
PROPOSAL NO. 1
ELECTION OF DIRECTORS
NOMINEES FOR ELECTION AS DIRECTORS
All members of the Board of Directors hold their positions until each annual
meeting of stockholders and until their successors have been duly elected and
qualified. The Board of Directors has nominated the current members (the
"Nominees") for reelection as directors of the Company to hold office until the
annual meeting of stockholders to be held in 2000 and until their respective
successors have been duly elected and qualified. In the event any of the
Nominees shall be unable or unwilling to serve as a director, discretionary
authority is reserved to vote for a substitute or substitutes. The Board of
Directors has no reason to believe that any of the Nominees will be unable or
unwilling to serve.
The affirmative vote of a plurality of the shares of Common Stock present at
the Meeting, in person or by proxy, is required for the election of the
directors.
INFORMATION AS TO DIRECTORS AND NOMINEES FOR DIRECTOR
The names of the directors of the Company (including the Nominees for
reelection as directors at the Meeting), their ages, their position(s) with the
Company, the year in which each first became a director, the principal
occupation and employment of each during at least the last five years, and other
directorships, if any, of each are shown below.
NAME AGE POSITION(S) HELD DIRECTOR SINCE
- --------------------------------------------- --- --------------------------------------------- ---------------
Christopher K. Mirabelli, Ph.D............... 44 Chairman of the Board of Directors, President 1993
and Chief Executive Officer
Catherine Bingham............................ 32 Director 1994
Yasunori Kaneko, M.D......................... 45 Director 1998
James H. Cavanaugh........................... 62 Director 1998
Martin Peretz, Ph.D.......................... 58 Director 1993
Mark Skaletsky............................... 50 Director 1996
Timothy A. Springer, Ph.D.................... 50 Director 1997
Christopher T. Walsh, Ph.D................... 54 Director 1996
DR. MIRABELLI has served as Chairman of the Board of Directors, President
and Chief Executive Officer since July 1993. Dr. Mirabelli was a founder of Isis
Pharmaceuticals, Inc., a biotechnology company, where he served as Executive
Vice President from 1992 to 1993, Senior Vice President of Research and
Preclinical Development from 1991 to 1992, and Vice President of Research from
1989 to 1991. From 1981 to 1989, Dr. Mirabelli served in various positions at
SmithKline & French Laboratories, most recently as Director of Molecular
Pharmacology. Dr. Mirabelli received his B.S. in Biology from the State
University of New York at Fredonia and his Ph.D. in Pharmacology from Baylor
College of Medicine.
MS. BINGHAM has served as a Director since September 1994. Since 1991, Ms.
Bingham has served as a Partner at Schroder Ventures, a venture capital
management company. Ms. Bingham received her first class degree in Biochemistry
from the University of Oxford and her M.B.A. from Harvard Business School.
DR. KANEKO has served as a Director since February 1998. Since 1992, Dr.
Kaneko has served as Vice President, Business Development of Tularik, Inc., a
biotechnology company. From 1991 to 1992, Dr. Kaneko was the Senior Vice
President and Chief Financial Officer of Isis Pharmaceuticals, Inc., a
biotechnology company. Dr. Kaneko has also served in several product marketing
positions at Genentech, Inc. and as the head of Corporate Finance of Paribus
Capital Markets, Ltd., an investment banking group. Dr. Kaneko received his M.D.
from Keio University School of Medicine and his M.B.A. from Stanford University.
5
MR. CAVANAUGH has served as a Director since October, 1998. Since their
respective dates of inception to the present, Mr. Cavanaugh has served as a
general partner of HealthCare Partners III, L.P., HealthCare Partners IV, L.P.,
and HealthCare Partners V, L.P., each of which is the general partner,
respectively, of HealthCare Ventures III, L.P., HealthCare Ventures IV, L.P.,
and HealthCare Partners V, L.P., and as a principal of HealthCare Investment
Corporation LLC, a venture capital management company. He is a member of the
Board of Directors of Human Genome Sciences, Inc., 3-Dimensional
Pharmaceuticals, Inc., Shire Pharmaceuticals Group PLC, Diversa Corp., and
MedImmune, Inc. Mr. Cavanaugh received his Ph.D. and masters degree from the
University of Iowa and his B.S. from Fairleigh Dickinson University.
DR. PERETZ has served as a Director since September 1993. Since 1974, Dr.
Peretz has served as the Editor-in-Chief of THE NEW REPUBLIC, and has been a
faculty member of the Social Studies Department at Harvard University since
1965. He is a member of the Board of Directors of The Street.com, a financial
daily on the World Wide Web. He serves on the Board of Directors of ten mutual
funds managed by the Dreyfus Corporation. Dr. Peretz received his B.A. in
History from Brandeis University and his Ph.D. in Government from Harvard
University.
MR. SKALETSKY has served as a Director since December 1996. Since 1993, Mr.
Skaletsky has served as President and Chief Executive Officer of GelTex
Pharmaceuticals, Inc., a biotechnology company. Previously, he served as
Chairman and Chief Executive Officer of Enzytech, Inc., and Opta Food
Ingredients, Inc., each a biotechnology company. Mr. Skaletsky also served as
President and Chief Operating Officer of Biogen, Inc., a biotechnology company.
He is a member of the Board of Directors of Isis Pharmaceuticals, Inc., a
biotechnology company, and Microcide Pharmaceuticals. Mr. Skaletsky is currently
serving as president of the Massachusetts Biotechnology Council and is a member
of the Board of Directors of the Biotechnology Industry Organization. Mr.
Skaletsky received his B.S. in Finance from Bentley College.
DR. SPRINGER has served as a Director since December 1997 and is the Founder
of the Company. Since 1989, Dr. Springer has served as the Latham Family
Professor, Harvard Medical School, Department of Pathology and at the Center for
Blood Research. He is a member of the National Academy of Sciences. Dr. Springer
received his B.S. in Biochemistry from the University of California, Berkeley
and his Ph.D. in Biochemistry and Molecular Biology from Harvard University.
DR. WALSH has served as a Director since January 1996. Since 1991, Dr. Walsh
has served as Hamilton Kuhn Professor of Biological Chemistry and Molecular
Pharmacology at Harvard Medical School. From 1987 to 1995, he was Chairman of
the Harvard Medical School Biological Chemistry and Molecular Pharmacology
Department. Dr. Walsh received his A.B. in Biology from Harvard University and
his Ph.D. in Life Sciences from Rockefeller University.
THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors has an Audit Committee, which met one time during the
1998 fiscal year. The functions of the Audit Committee include (1) making
recommendations to the Board of Directors with respect to the engagement of the
independent auditors; (2) reviewing the audit plans developed by the independent
auditors for the annual audit of the Company's books and records and the results
of such audit; (3) reviewing the annual financial statements; (4) reviewing the
professional services provided by the independent auditors and the auditors'
independence; and (5) reviewing the adequacy of the Company's system of internal
controls and the responses to management letters issued by the independent
auditors. The members of the Audit Committee during the 1998 fiscal year were
Ms. Bingham and Mr. Skaletsky.
The Board of Directors has a Compensation Committee, which met two times
during the 1998 fiscal year. The Compensation Committee's principal functions
are to review and approve salary plans and bonus awards, as well as other forms
of compensation, and to administer the Company's 1993 Amended and Restated Stock
Option Plan (the "1993 Plan"), pursuant to the terms of such plan. The members
of the
6
Compensation Committee during the 1998 fiscal year were Mr. Littlechild, Dr.
Peretz, Dr. Kaneko and Mr. Cavanaugh. At the end of the 1998 fiscal year, the
Compensation Committee was composed of Mr. Cavanaugh, Dr. Peretz and Dr. Kaneko.
During the 1998 fiscal year, the Board of Directors held 5 meetings. Each
director attended more than seventy-five percent (75%) of the Board meetings and
the meetings of Board committees on which he or she served.
COMPENSATION OF DIRECTORS
Dr. Mirabelli is a director who is a full-time officer of the Company; he
receives no additional compensation for serving on the Board of Directors or its
committees. No other director is a full-time officer of the Company. In 1998,
the following Directors received the compensation indicated in the table below:
DIRECTOR COMPENSATION TABLE
STOCK OPTION
GRANTS
(FOR SHARES
CONSULTING DIRECTOR OF
NAME FEES FEES COMMON STOCK
- ---------------------------------------------------- ----------- ------------ -------------
Dr. Springer........................................ $ 113,124 $ 12,083 13,333
Dr. Walsh........................................... $ 5,000 $ 13,750 6,500
Ms. Bingham......................................... -- $ 13,750 6,500*
Mr. Peretz.......................................... -- $ 13,750 6,500
Messrs. Littlechild and Cavanaugh***................ -- $ 13,750 6,500**
Mr. Skaletsky....................................... -- $ 11,667 6,500
Mr. Kaneko.......................................... -- $ 11,250 5,500
- ------------------------
* Stock options granted in the name of: Schroders Ventures.
** Stock options granted in the name of: Healthcare Ventures.
*** Mr. Cavanaugh has replaced Mr. Littlechild as a director.
Pursuant to the 1993 Plan, each director who is not an officer or an
employee of the Company is granted automatically a stock option exercisable for
5,000 shares of Common Stock at fair market value each time that he or she is
serving as a director on the business day immediately following an annual
meeting of stockholders. This option vests in four equal quarterly installments
commencing on the last business day of the first full fiscal quarter following
an annual meeting of stockholders.
7
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information with respect to the
annual and long-term compensation paid by the Company during the fiscal year
ended December 31, 1998 to the Chief Executive Officer and its other four most
highly compensated executive officers (the "Named Executive Officers") whose
1998 compensation exceeded $100,000, and compensation received by each such
individual for the Company's prior year:
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
-------------------------------------------------------- SECURITIES
OTHER ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY($)(1) BONUS($)(2) COMPENSATION($)(3) OPTIONS(#)
- ------------------------------------------- --------- ----------- ----------- ------------------- -------------
Christopher K. Mirabelli................... 1998 $ 261,072 $ 52,214 6,392 28,500
President, Chief Executive Officer and 1997 233,000 46,620 7,820 39,700
Chairman of the Board of Directors 1996 222,000 39,960 8,097 50,914
Lee Brettman............................... 1998 202,330 34,238 6,345 15,400
Vice President, Pharmaceutical 1997 190,000 21,000 6,120 50,776
Development: Clinical Affairs and Medical 1996 175,000 17,500 6,446 20,426
Affairs
Walter Newman.............................. 1998 195,605 31,152 6,331 13,200
Vice President, Research and Discovery 1997 166,000 20,020 6,120 36,670
1996 140,000 16,800 6,355 38,109
Augustine Lawlor........................... 1998 188,070 41,184 6,323 17,600
Vice President, Corporate Development and 1997 154,000 22,800 6,120 117,832
Chief Financial Officer 1996 -- -- -- --
Jay Luly................................... 1998 188,573 31,909 6,322 15,400
Vice President, Drug Discovery 1997 144,773 18,000 3,060 109,165
1996 -- -- -- --
- ------------------------
(1) Salary includes amounts, if any, deferred pursuant to the Company's 401(k)
Plan, and excludes bonus.
(2) Bonus amounts were accrued but were not paid until the first quarter of the
next fiscal year.
(3) Other Annual Compensation consists of health and life insurance premiums
paid by the Company on behalf of the Named Executive Officer.
The following table sets forth certain information with respect to grants of
stock options under the Company's 1993 Plan to the Named Executive Officers
during the year ended December 31, 1998.
8
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL
REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
--------------------------------------------------------- ANNUAL RATE OF
NUMBER STOCK PRICE
OF PERCENT OF TOTAL APPRECIATION FOR
SECURITIES OPTIONS GRANTED OPTIONS TERM(2)
UNDERLYING TO EMPLOYEES IN EXERCISE EXPIRATION ----------------------
NAME: OPTIONS(1) FISCAL YEAR PRICE $/SH DATE 5% 10%
- ------------------------------------------ ----------- ------------------- ---------- ----------- ---------- ----------
Christopher K. Mirabelli(3)............... 28,500 6.07% $ 10.0625 12/31/08 $ 180,355 $ 457,055
Lee Brettman (3).......................... 15,400 3.28% 10.0625 12/31/08 97,455 246,970
Walter Newman(3).......................... 13,200 2.81% 10.0625 12/31/08 83,533 211,689
Augustine Lawlor(3)....................... 17,600 3.75% 10.0625 12/31/08 111,377 282,252
Jay Luly(3)............................... 15,400 3.28% 10.0625 12/31/08 97,455 246,970
- ------------------------
(1) Represents incentive stock options granted under the Stock Option Plan to
each of the individuals listed above. Each option has a maximum term of 10
years from the date of grant, subject to earlier termination in the event of
the optionee's cessation of service with the Company. All of these options
are exercisable during the holder's lifetime only by the holder; they are
exercisable by the holder only while the holder is an employee of the
Company and for certain limited periods of time thereafter in the event of
termination of employment.
(2) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based upon assumed appreciation rates of five percent and ten percent in
the fair market value of shares of Common Stock from the fair market value
on the date of grant, which rates are set by the Securities and Exchange
Commission and compounded annually from the date the respective options were
granted to their expiration date. The gains shown are net of option exercise
prices, but do not include deductions for taxes or other expenses associated
with the exercises. Actual gains, if any, are dependent on the performance
of the Common Stock and the date on which the option is exercised. There can
be no assurance that the amounts reflected will be achieved or will
otherwise be indicative of the actual amounts received, if any.
(3) Represents incentive stock options granted under the Stock Option Plan to
each of the individuals listed above for the fiscal year ended December 31,
1998. Each option becomes exercisable in four equal annual installments
commencing on the anniversary of the grant date.
The following table sets forth information with respect to (i) the number of
unexercised options held by the Named Executive Officers as of December 31, 1998
and (ii) the value of unexercised in-the-money options (options for which the
fair market value of the Common Stock exceeds the exercise price) as of December
31, 1998.
OPTION EXERCISES IN LAST FISCAL YEAR
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES VALUE OPTIONS AT OPTIONS AT
ACQUIRED ON REALIZED DECEMBER 31, 1998(#) DECEMBER 31, 1998($)(1)
NAME EXERCISE(#) ($)(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- --------------------------------------------- ----------- --------- ----------------------- -----------------------
Christopher K. Mirabelli..................... -- -- 98,365/85,383 709,325/118,614
Walter Newman................................ -- 38,768/61,406 203,772/107,704
Lee Brettman................................. -- -- 39,549/71,443 224,476/152,011
Augustine Lawlor............................. -- -- 43,234/92,198 148,026/202,660
Jay Luly..................................... 18,019/106,546 39,682/207,236
- ------------------------
(1) Based upon the difference between the exercise price of each option and the
last sales price of the Common Stock as reported on the Nasdaq--National
Market System as of December 31, 1998 of $10.0625 per share.
9
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE OFFICER COMPENSATION
COMPENSATION PHILOSOPHY AND OBJECTIVES
The Company's compensation philosophy is that executive officer compensation
should reflect the value created and protected for stockholders, while
furthering the Company's short and long-term strategic goals and values by
aligning compensation with business objectives and individual performance. Short
and long-term compensation should provide an incentive for the achievement of
strategic goals, be tied to the Committee's subjective determination of the
quarterly performance and attract and retain qualified executive officers
essential to the long-term success of the Company. Accordingly, the Company's
executive officer compensation package consists of three primary components:
base salary, annual cash bonuses and grants of stock options.
Given that the Company is in the process of developing its initial products,
the Committee does not believe that the use of profit levels as a measure of the
Company's achievements or as a basis for compensation decisions is appropriate.
However, the ability to control losses without compromising the progress of the
Company's product development programs is considered by the Committee.
In evaluating its executive officers' performance, the Company generally
follows the process outlined below:
- The Chief Executive Officer submits for the Committee's consideration at
the end of the fiscal year the amount of proposed compensation (following
fiscal year base salary, current fiscal year cash bonus and stock option
awards) for himself and for the Company's other executive officers. The
factors considered by the Chief Executive Officer in making his
recommendations to the Committee are the Board of Directors' evaluation of
the Company's success in meeting its strategic objectives during the most
recent fiscal year and the Chief Executive Officer's subjective evaluation
of each executive officer's individual performance relative to a set of
pre-determined individual performance objectives.
- The Committee acts upon the recommendations made with respect to the
executive officers after weighing the Board of Directors' evaluation of
the Company's overall achievements for the year, the Chief Executive
Officer's discussion of each executive officer's individual performance
for the year and each executive officer's current level of compensation.
The Committee members, based upon their active professional involvement
with other companies within the Company's industry, are also able to
assess whether proposed compensation levels are in keeping with industry
norms.
- The Committee applies the same criteria in evaluating the Chief Executive
Officer's cash compensation as that applied to the other executive
officers of the Company as previously explained.
COMPENSATION FOR FISCAL 1998
CHIEF EXECUTIVE OFFICER COMPENSATION
In December 1997, the Compensation Committee set Dr. Mirabelli's 1998 annual
base salary at $261,072. This increase represented a $28,072 increase or 12%
over the prior year's base salary. The Committee performed a comprehensive
review of the compensation paid to chief executive officers in other companies
and concluded that Dr. Mirabelli's compensation is within the range of base
salaries paid to chief executive officers of comparable companies.
In December 1998, the Compensation Committee determined that Dr. Mirabelli
achieved the major objectives of the previous year and awarded Dr. Mirabelli a
bonus accordingly. Actual bonus granted to Dr. Mirabelli for fiscal 1998 was
$52,214, which was paid in January 1999, and stock options to purchase 28,500
shares of Common Stock.
10
REPORT ON EXECUTIVE COMPENSATION
In December 1997, Dr. Mirabelli recommended and the Committee accepted base
salary increases for the executive staff of up to 10%. The increases were
determined after reviewing performance against goals and objectives set for the
year and also against salaries of similar positions in comparable companies.
The executive officers' stock options awarded to executive officers other
than Dr. Mirabelli during the year amounted to 61,600 shares of Common Stock.
See table entitled "Option Grants in the Last Fiscal Year" for further detail.
CONCLUSION
The Company does not believe that section 162(m) of the Internal Revenue
Code, which disallows a tax deduction for certain compensation in excess of $1
million, will generally have an effect on the Company.
The Compensation Committee believes that the total 1998-related compensation
of the Chief Executive Officer and each of the executive officers, as described
above, is fair and is within the range of compensation for executive officers in
similar positions at comparable companies.
COMPENSATION COMMITTEE
James Cavanaugh
Martin Peretz
Yasunori Kaneko
11
CORPORATE PERFORMANCE GRAPH
The following graph compares the performance of the Company's Common Stock
to the Nasdaq Stock Market (U.S. Companies) Index and to the Nasdaq
Biotechnology Index since August 15, 1997. The comparison assumes $100 was
invested on August 15, 1997 in the Company's Common Stock and in each of the
foregoing indices and assumes reinvestment of dividends.
CORPORATE PERFORMANCE GRAPH
COMPARISON OF 16 MONTH CUMULATIVE TOTAL RETURN*
Among LeukoSite, Inc., The Nasdaq Stock Market (U.S.) Index
and The Nasdaq Pharmaceutical Index
[PLOTPOINTS IN EDGAR]
CUMULATIVE TOTAL RETURN
------------------------------------------------------------------
8/15/97 8/97 9/97 10/97 11/97 12/97 1/98 2/98 3/98
LEUKOSITE, INC. 100 101 165 177 188 182 142 150 154
NASDAQ STOCK MARKET (U.S.) 100 100 106 100 101 99 102 112 116
NASDAQ PHARMACEUTICAL 100 99 109 104 100 98 97 100 108
4/98 5/98 6/98 7/98 8/98 9/98 10/98 11/98 12/98
LEUKOSITE, INC. 140 125 123 131 123 125 132 213 168
NASDAQ STOCK MARKET (U.S.) 118 112 119 118 95 108 112 124 139
NASDAQ PHARMACEUTICAL 105 101 100 101 77 94 101 106 125
12
PROPOSAL NO. 2
RATIFICATION OF ADOPTION AND APPROVAL OF
AMENDMENT TO AMENDED AND RESTATED
1993 STOCK OPTION PLAN
On February 18, 1999, the Company's Board of Directors, subject to
stockholder approval, adopted and approved an amendment to the Company's Amended
and Restated 1993 Stock Option Plan (the "1993 Plan") for the purpose of
increasing the number of shares of Common Stock authorized for issuance under
the 1993 Plan from 2,125,000 shares to 2,575,000 shares.
The Board of Directors believes that an increase in the number of shares
available for issuance under the 1993 Plan will enable the Company to meet
industry norms and to continue to attract and retain key employees, officers and
directors essential to the long-term success of the Company. By encouraging
stock ownership by key employees, officers and directors of the Company and its
subsidiaries, the Company is providing additional incentives for them to promote
the success of the Company's business.
The discussion below provides a summary description of certain provisions of
the 1993 Plan, as amended, and a brief and general description of the Federal
income tax rules applicable to incentive stock options and nonqualified stock
options granted under the 1993 Plan.
The Plan provides for grants of stock options intended to qualify for
preferential tax treatment (the "Incentive Stock Options") under Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"), and nonstatutory
stock options that do not qualify for such treatment. All employees of the
Company are eligible for stock options under the 1993 Plan in amounts and at
prices determined by the Compensation Committee, provided that, in the case of
Incentive Stock Options, the price will not be less than 100% of the fair market
value of the Common Stock on the date of grant, or not less than 110% of the
fair market value of the Stock on the grant date if the optionee owns, directly
or indirectly, more than 10% of the total combined voting power of all classes
of stock.
Each director who is not an officer or employee of the Company (a
"Non-Employee Director") who is serving as a director on the business day
immediately following an annual meeting of stockholders will be automatically
granted on such business day a stock option exercisable for 5,000 shares of
Common Stock at fair market value, which will become exercisable in four equal
installments on the last business day of each fiscal quarter, provided that the
optionee remains a director on that date.
The 1993 Plan is administered by the Compensation Committee. The
Compensation Committee selects participants (other than for automatic grants to
Non-Employee Directors as set forth in the 1993 Plan) and, in a manner
consistent with the terms of the 1993 Plan, determines the number and duration
of the options to be granted and the terms and conditions of the option
agreements. The Compensation Committee has the right to alter, amend or revoke
the 1993 Plan.
The Plan provides that each outstanding option will immediately become fully
exercisable upon a "Change in Corporate Control" of the Company, as defined in
the 1993 Plan. A "Change in Corporate Control" includes the date on which any
third party (as hereinafter defined), becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) directly or indirectly, of more than 25% of the Common Stock
outstanding at the time, without the prior approval of the Company's Board of
Directors. A "third party" for purposes of the foregoing means any "person" (as
defined in Section 13(d) of the Exchange Act), other than the Company or a
subsidiary or employee benefit plan or trust maintained by the Company or any of
its subsidiaries together with any of such person's "affiliates" and
"associates" as defined in Rule 12b-2 under the Exchange Act.
A total of 2,125,000 shares of Common Stock of the Company is currently
reserved for issuance under the 1993 Plan. The maximum number of shares that may
be subject to stock options granted to any person (including Non-Employee
Directors) under the 1993 Plan in a given year is 500,000 shares.
13
Incentive Stock Options granted under the plan are not transferable except
by will or the laws of descent and distribution and may be exercised during the
life of the optionee only by the optionee. Nonstatutory stock options granted
under the 1993 Plan are not transferable except by will or the laws of descent
and distribution and except that nonstatutory stock options may be transferred
if and to the extent authorized by the Compensation Committee.
The following table sets forth information as of February 28, 1999 with
respect to stock options which have been granted since the 1993 Plan was adopted
by the Company to (i) each of the Company's Chief Executive Officer and the
other executive officers of the Company named in the Summary Compensation Table,
(ii) all current executive officers of the Company as a group, (iii) all current
directors of the Company, (iv) all current directors of the Company, other than
those who are executive officers, as a group, and (v) all employees of the
Company, excluding executive officers, as a group since the 1993 Plan was
adopted by the Company.
OPTION GRANTS UNDER 1993 PLAN
OPTIONS
NAME (SHARES)
- ------------------------------------------------------------------------------------------------- ---------------
Christopher K. Mirabelli, Ph.D................................................................... 194,723
Augustine Lawlor................................................................................. 135,432
Walter Newman, Ph.D.............................................................................. 100,174
Lee Brettman, M.D................................................................................ 110,992
Jay Luly, Ph.D................................................................................... 124,565
Ms. Bingham...................................................................................... 6,500*
Yasunori Kaneko, M.D............................................................................. 5,500
Messrs. Littlechild and Cavanaugh**.............................................................. 6,500***
Martin Peretz, Ph.D.............................................................................. 6,500
Mark Skaletsky................................................................................... 16,256
Timothy A. Springer, Ph.D........................................................................ 13,333
Christopher T. Walsh, Ph.D....................................................................... 21,134
All directors of the Company, excluding executive officers, as a group........................... 75,723
All employees of the Company, excluding executive officers, as a group(1)........................ 1,117,380
- ------------------------
* Granted in the name of Schroders Ventures.
** Mr. Cavanaugh has replaced Mr. Littlechild as a director.
*** Granted in the name of HealthCare Ventures LLC.
(1) Does not include 162,867 shares of Common Stock subject to stock options
previously granted to former employees that were forfeited upon termination
of their employment.
The affirmative vote of the holders of a majority of the shares of Common
Stock voted on the issue at the Meeting, in person or by proxy, is required to
ratify the adoption and approval by the Board of Directors of the amendment to
the 1993 Plan. If the proposal to ratify the amendment to the 1993 Plan is not
approved at the Meeting, the 1993 Plan, as previously adopted by the Board of
Directors and ratified by the shareholders, will remain in full force and
effect.
THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 2 TO BE IN THE BEST INTERESTS OF
THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.
Unless authority to do so is withheld, the persons named in each proxy will vote
the shares represented thereby "FOR" the approval of the Amendment.
14
PROPOSAL NO. 3
APPROVAL AND AUTHORIZATION TO CONVERT
OUTSTANDING SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK
INTO COMMON STOCK AND TO ISSUE ADDITIONAL SHARES OF
COMMON STOCK IN CONNECTION WITH
THE ACQUISITION (BY MERGER) OF CYTOMED, INC.
At the Meeting and in connection with the February 11, 1999 acquisition (by
merger) (as described below) of CytoMed, Inc. ("CYTOMED"), the stockholders of
the Company will vote to approve and authorize (1) the conversion into shares of
Common Stock of all of the outstanding shares of the Company's Series A
Convertible Preferred Stock, $.01 par value per share (the "SERIES A PREFERRED
STOCK"), which were issued to the former shareholders of CytoMed (the "CytoMed
Shareholders") in connection with the CytoMed acquisition, and (2) the issuance
of up to an additional 715,313 shares of the Common Stock to the CytoMed
Shareholders, as additional consideration for the CytoMed acquisition, if and
when the Company receives certain cash payments or certain drug development
milestones are achieved with respect to certain CytoMed product candidates.
On February 11, 1999, the Company acquired CytoMed by means of a merger (the
"MERGER") of LeukoSite Merger Corporation, a wholly-owned subsidiary of the
Company, with and into CytoMed, pursuant to the terms of the Agreement and Plan
of Merger and Reorganization, dated as of January 4, 1999 (the "AGREEMENT"),
between the Company and CytoMed. As a result of the Merger, CytoMed became a
wholly-owned subsidiary of the Company and the Company issued to the CytoMed
Shareholders, as part of the consideration payable by the Company in connection
with the Merger, 935,625 shares of Series A Preferred Stock (the "Series A
Preferred Shares"). Under the terms of the Agreement, the Company is also
required to issue 631,313 shares of Common Stock to CytoMed Shareholders upon
receipt of a $6 million payment due to CytoMed from UCB Pharma in October 1999.
In addition, CytoMed Shareholders may receive up to $23.5 million in cash and an
additional 84,000 shares of Common Stock upon the achievement of certain drug
development milestones related to certain CytoMed product candidates.
The Series A Preferred Shares do not have any voting rights. The terms of
the Series A Preferred Stock provide that each outstanding share of Series A
Preferred Stock will automatically convert into a share of Common Stock if and
when the Company obtains stockholder approval for such conversion. As of the
date of this Proxy Statement, there were 935,625 shares of Series A Preferred
Stock issued and outstanding and, in the event that this Proposal 3 is approved
by the stockholders at the Meeting, all of such 935,625 shares of Series A
Preferred Stock will automatically convert into 935,625 shares of Common Stock.
Stockholder approval of Proposal 3 is required by Nasdaq Marketplace Rule
4460(i)(1)(C)(i). In accordance with Nasdaq Marketplace Rule 4460(i)(1)(C)(i),
the Company is required to obtain stockholder approval if any director, officer
or substantial shareholder of the Company has a 5 percent or greater interest
(or such persons collectively have a 10 percent or greater interest), directly
or indirectly, in the company or assets to be acquired or in the consideration
to be paid in the transaction and the present or potential issuance of common
stock, or securities convertible into or exerciseable for common stock, could
result in an increase in outstanding common shares or voting power of five
percent or more. At the time of the acquisition of CytoMed by the Company,
HealthCare Ventures beneficially owned 14.8% of the outstanding CytoMed stock
and 20.8% of the outstanding Common Stock of the Company, and Schroders PLC
beneficially owned 11.3% of the outstanding CytoMed stock and 5.8% of the
outstanding Common Stock of the Company.
The issuance of the Series A Preferred Shares pursuant to the Merger did not
require approval of the stockholders under Nasdaq Marketplace Rule
4460(i)(1)(C)(i) because the issuance of the Series A Preferred Shares, being
shares of non-voting preferred stock, did not result in any increase in
outstanding
15
Common Stock or in voting power of the Company. However, the issuance of shares
of Common Stock upon conversion of the Series A Preferred Shares and, if there
were any such conversion of the Series A Preferred Shares into shares of Common
Stock, the potential issuance of additional shares of Common Stock in accordance
with the terms of the Agreement upon the occurrence of certain contingent
events, would require approval of the stockholders of the Company under Nasdaq
Marketplace Rule 4460(i)(1)(C)(i) because such events would meet all of the
conditions Nasdaq Marketplace Rule 4460(i)(1)(C)(i), including the condition
that there be an increase in outstanding Common Stock or in voting power of the
Company of five percent or more.
Accordingly, the Company is seeking stockholder approval and authorization
of (1) the conversion into shares of Common Stock of all of the outstanding
Series A Preferred Shares and (2) the issuance of up to an additional 715,313
shares of Common Stock to the CytoMed Shareholders, as additional consideration
for the CytoMed acquisition, if and when the Company receives certain cash
payments or certain drug development milestones are achieved with respect to
certain CytoMed product candidates.
THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 3 TO BE IN THE BEST INTERESTS OF
THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.
Unless authority to do so is withheld, the persons named in each proxy will vote
the shares represented thereby "FOR" the approval of the proposal.
CERTAIN TRANSACTIONS
In July 1998, the Company sold an aggregate of 1,967,169 shares of Common
Stock, at $6.00 per share, to a group of new and existing investors, including
HealthCare Ventures V, the Schroders Group and Rho Management, for an aggregate
purchase price payable to the Company of $11,803,014.
In December 1998, the Company entered into a research collaboration
agreement with Warner-Lambert Company, an existing investor, relating to two
development targets. The Company will be entitled to receive payments upon the
achievement of milestones and is committed to providing certain levels of
funding and other resources to support the collaborative research.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act of 1934, as amended, the
Company's directors, its executive (and certain other) officers, and any persons
holding more than ten percent of the Common Stock are required to report their
ownership of the Common Stock and any changes in that ownership to the
Securities and Exchange Commission. Specific due dates for these reports have
been established and the Company is required to report in this proxy statement
any failure to file by these dates during 1998. All of these filing requirements
were satisfied by its directors, officers and ten percent holders. In making
these statements, the Company has relied upon the written representations of its
directors, officers and its ten percent holders and copies of the reports that
they have filed with the Commission.
STOCKHOLDER PROPOSALS
All stockholder proposals that are intended to be presented at the 2000
Annual Meeting of Stockholders of the Company must be received by the Company
not later than December 31, 1999, for inclusion in the Board of Directors' proxy
statement and form of proxy relating to the Meeting.
OTHER BUSINESS
Representatives of Arthur Andersen LLP are expected to be present at the
Meeting and will have the opportunity to make a statement if they desire to do
so and to respond to appropriate questions.
16
The Board of Directors knows of no other business to be acted upon at the
Meeting. However, if any other business properly comes before the Meeting, it is
the intention of the persons named in the enclosed proxy to vote on such matters
in accordance with their judgment.
The prompt return of your proxy will be appreciated and helpful in obtaining
the necessary vote. Therefore, whether or not you expect to attend the Meeting,
please sign the proxy and return it in the enclosed envelope.
17
LEUKOSITE, INC.
Proxy solicited by the Board of Directors for
1999 Annual Meeting of Stockholders on May 25, 1999
The undersigned hereby appoints Christopher K. Mirabelli and Augustine
Lawlor and each of them proxies, each with power of substitution, to vote at the
1999 Annual Meeting of Stockholders of LEUKOSITE, INC., to be held on May 25,
1999 (including any adjournments or postponements thereof), with all the powers
the undersigned would possess if personally present, as specified on the reverse
side and, in accordance with their discretion, on any other business that may
come before the meeting, and revokes all proxies previously given by the
undersigned with respect to the shares covered hereby.
This proxy when properly executed will be voted in the manner directed
herein by the stockholder. If no contrary specification is made, this proxy will
be voted FOR the election of the nominees of the Board of Directors, FOR the
proposal to ratify the amendment to the Amended and Restated 1993 Stock Option
Plan and FOR the approval of the conversion of all outstanding shares of Series
A Preferred Stock into an equal number of shares of Common Stock and the
potential issuance of up to an additional 715,313 shares of Common Stock (if and
when The Company receives certain payments and achieves certain milestones) to
former shareholders of CytoMed, Inc., and upon such other business as may
properly come before the meeting in the appointed proxies' discretion.
(CONTINUED ON REVERSE SIDE)
- --------------------------------------------------------------------------------
FOLD ANDDETACHHERE
Page
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
LEUKOSITE, INC.
May 25, 1999
FOLD ANDDETACHHERE
- --------------------------------------------------------------------------------
Please mark your votes as
in this example using
dark ink only.
CLEAR AREA
THE BOARD OF DIRECTORS OF LEUKOSITE RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING
PRELIMINARY PROXY MATERIALS
CONFIDENTIAL--FOR USE OF THE COMMISSION ONLY FOR all nominees listed below
(except as withheld
in the space below) WITHHOLD AUTHORITY (to vote for all nominees listed
immediately below) FOR AGAINST ABSTAIN Proposal No. 1:
ELECTIONOF
DIRECTORS:
Proposal No. 2: AMENDMENT TO AMENDED AND RESTATED 1993 STOCK OPTION PLAN: The
Board of Directors recommends a vote FOR the proposal to: Ratify the
adoption and approval of the amendment to the Corporation's Amended and
Restated 1993 Stock Option Plan. Instruction: To withhold authority to
vote for any individual nominee, write that nominee's name in the space
provided below.
Proposal No. 3: APPROVAL OF CONVERSION OF SERIES A PREFERRED SHARES INTO AND THE
POTENTIAL ISSUANCE OF COMMON STOCK: The Board of Directors recommends a
vote FOR the proposal to: Approve the conversion of all outstanding shares
of Series A Preferred Stock into an equal number of shares of Common Stock
and the potential issuance of up to an additional 715,313 shares of Common
Stock (if and when The Company receives certain payments and achieves
certain milestones) to former shareholders of CytoMed, Inc., and upon such
other business as may properly come before the meeting in the appointed
proxies' discretion. NOMINEES: Christopher K. Mirabelli, Ph.D., Catherine
Bingham, Yasunori Kaneko, M.D., James H. Cavanaugh, Martin Peretz, M.D.,
Mark Skaletsky, Timothy A. Springer, Ph.D., Christopher T. Walsh, Ph.D.
Please date, sign as name appears below, and return this proxy in the
enclosed envelope, whether or not you expect to attend the meeting. You may
nevertheless vote in person if you do attend.
The undersigned hereby acknowledge(s) receipt of a copy of the accompanying
Notice of 1999 Annual Meeting of Stockholders and related Proxy Statement.
CLEAR AREA Date:, 1999
Please Sign Here:________ Signature, if held jointly___ Date:_______,1999
NOTE: (EXECUTORS, ADMINISTRATORS, TRUSTEES, CUSTODIANS, ETC., SHOULD
INDICATE CAPACITY IN WHICH SIGNING. WHEN STOCK IS HELD IN THE NAME OF
MORE THAN ONE PERSON, EACH PERSON SHOULD SIGN THE PROXY.)