SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant [ ]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[x] Preliminary proxy statement [ ] Confidential, for Use of the
[ ] Definitive proxy statement Commission Only (as permitted
[ ] Definitive additional materials by Rule 14a-6(e)(2))
[ ] Soliciting material pursuant to
Rule 14a-11(c) or Rule 14a-12
ATLANTIC PHARMACEUTICALS, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) filing proxy statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[ ] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
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ATLANTIC PHARMACEUTICALS, INC.
150 BROADWAY AVENUE
SUITE 1110
NEW YORK, NEW YORK 10038
February __, 2000
Dear Stockholder:
You are cordially invited to attend a special meeting of stockholders
of Atlantic Pharmaceuticals, Inc. ("Atlantic") to be held at 10:00 a.m. Eastern
Standard Time on March 17, 2000, at the offices of Kramer Levin Naftalis &
Frankel LLP, at 919 Third Avenue, 40th Floor, New York, New York 10022, for the
following purposes:
1. To vote on a proposal to amend Atlantic's certificate of incorporation
to change the name of Atlantic from "Atlantic Pharmaceuticals, Inc." to
"Atlantic Technology Ventures, Inc."
2. To transact such other business as may properly come before the special
meeting or any adjournments or postponements of the special meeting.
Only Atlantic's stockholders of record at the close of business on
January 21, 2000, are entitled to notice of, and entitled to vote at, the
special meeting and at any adjournments or postponements of the special meeting.
The Atlantic board of directors unanimously recommends that
stockholders vote "FOR" the above proposal.
Whether or not you plan to attend, to assure your representation at the
meeting please carefully read the accompanying proxy statement, which describes
the matter to be voted upon, and complete, sign, date and return the enclosed
proxy card in the accompanying postage-paid reply envelope. Should you receive
more than one proxy card because your shares are registered in different names
and addresses, please return each of them to ensure that all your shares are
voted. If you hold your shares of Atlantic in street name and decide to attend
the special meeting and vote your shares in person, please notify your broker to
obtain a ballot so that you may vote your shares. If you are a holder of record
of Atlantic's shares and submit the enclosed proxy card and then vote by ballot,
your proxy vote will be revoked automatically an only your vote will be counted.
The prompt return of your proxy card will assist us in preparing for the special
meeting.
We look forward to seeing you at the special meeting
By Order of the Board of Directors,
/s/ A. Joseph Rudick
----------------------------------
A. Joseph Rudick, M.D.
President
New York, New York
February __, 2000
<PAGE>
ATLANTIC PHARMACEUTICALS, INC.
150 BROADWAY AVENUE
SUITE 1110
NEW YORK, NEW YORK 10038
PROXY STATEMENT
FOR THE
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 17, 2000
GENERAL INFORMATION FOR STOCKHOLDERS
The enclosed proxy card is solicited on behalf of the board of
directors of Atlantic Pharmaceuticals, Inc., a Delaware corporation
("Atlantic"), for use at a special meeting of stockholders to be held at 10:00
a.m. Eastern Standard Time on Friday, March 17, 2000, at the offices of Kramer
Levin Naftalis & Frankel LLP, at 919 Third Avenue, 40th Floor, New York, New
York 10022, and at any adjournment. This proxy statement and the accompanying
proxy card were mailed on or about February __, 2000, to the stockholders
entitled to vote at the special meeting.
RECORD DATE AND VOTING
The specific proposal to be considered and acted upon at the special
meeting is described in detail in this proxy statement. Stockholders of record
at the close of business on January 21, 2000 (the "Record Date"), are entitled
to notice of, and to vote at, the special meeting. As of the close of business
on that date , there were outstanding and entitled to vote 4,832,501 shares of
Atlantic's common stock, par value $0.001 per share (the "Common Stock"), and
605,088 shares of Atlantic's Series A convertible preferred stock, par value
$0.001 per share (the "Preferred Stock"). Each holder of Common Stock is
entitled to one vote for each share of Common Stock held by that stockholder on
the Record Date. Each holder of Preferred Stock is entitled to one vote for each
share of Common Stock into which that holder's shares of Preferred Stock were
convertible as of the Record Date. As of the Record Date, each share of
Preferred Stock was convertible into 3.27 shares of Common Stock, and therefore
as a class the Preferred Stock is entitled to an aggregate of 1,978,637 votes.
A majority of all of the shares of Common Stock entitled to vote,
whether present in person or by represented by proxy, will constitute a quorum
for the transaction of business at the special meeting.
At the special meeting, all holders of shares of Common Stock and
Preferred Stock will be asked to vote on the proposal. A majority of the votes
cast by the holders of both Common Stock and Preferred Stock, voting together,
is required in order to approve the proposal.
If a choice as to the proposal before the special meeting has been
specified by a stockholder on a returned proxy, the shares will be voted
accordingly. If no choice is specified, the shares will be voted in favor of the
proposal.
Abstentions and broker non-votes (that is, a proxy submitted by a
broker or nominee that specifically indicates the lack of discretionary
authority to vote on the proposals) are counted for purposes of determining the
presence or absence of a quorum for the transaction of business. Abstentions
will have the same effect as negative votes, whereas broker non-votes will not
be counted for purposes of determining whether the proposal has been approved.
To ensure that your shares are voted at the special meeting, please
complete, date, sign and return the enclosed proxy in the accompanying
postage-prepaid, return envelope as soon as possible.
<PAGE>
The corporate action described in this proxy statement will not afford
to stockholders the opportunity to dissent from the action described herein and
to receive an agreed or judicially appraised value for their shares.
REVOCABILITY OF PROXIES
Any stockholder giving a proxy pursuant to this solicitation may revoke
it at any time prior to its exercise. A stockholder of record may revoke a proxy
by filing with Atlantic's Corporate Secretary at its principal executive offices
at 150 Broadway Avenue, Suite 1110, New York, New York 10038, a duly executed
proxy bearing a later date or by attending the special meeting and voting that
stockholder's shares in person. Persons who hold Atlantic's shares in street
name may revoke their proxy by contacting their broker to obtain a legal ballot
and filing that ballot bearing a later date with the Corporate Secretary of
Atlantic at its principal executive offices or by attending the special meeting
and voting that legal ballot in person.
SOLICITATION
Atlantic will bear the cost of soliciting proxies. In addition,
Atlantic will solicit shareholders by mail with the assistance of its regular
employees and will ask banks and brokers, and other custodians, nominees and
fiduciaries, to solicit those of their customers who have stock of Atlantic
registered in the names of those persons, and Atlantic will reimburse them for
their reasonable out-of-pocket costs. Atlantic may use the services of its
officers, directors and others to solicit proxies, personally or by e-mail,
facsimile, telephone or other forms of communication, without additional
compensation.
FORWARD-LOOKING STATEMENTS
Certain statements in this proxy statement may constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act. The assumptions reflected in
these statements are subject to certain risks, uncertainties and other factors,
including changes in general economic or business conditions, competition from
other manufacturers of cataract-extraction technologies, the unavailability of
any necessary intellectual property rights possessed by third parties, and
certain of those risks described in Atlantic's most recent report on Form 10-KSB
filed with the Securities and Exchange Commission.
PROPOSAL
AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO CHANGE ATLANTIC'S
NAME TO "ATLANTIC TECHNOLOGY VENTURES, INC."
The board of directors has unanimously approved, subject to stockholder
approval, an amendment to Atlantic's certificate of incorporation changing the
name of Atlantic to "Atlantic Technology Ventures, Inc." The full text of the
proposed changes to Atlantic's certificate of incorporation has been
incorporated into the proposed certificate of amendment of Atlantic's
certificate of incorporation included as Exhibit A.
This name change reflects the board of director's decision to expand
Atlantic's business focus beyond pharmaceutical and medical device technologies.
In making this decision, the board of directors was principally
influenced by two considerations. First, developing pharmaceutical products
increasingly requires that one invest considerable amounts of money over a
number of years, with little certainty that any given product will actually be
commercialized. (For a statement of these considerations, see the section
entitled "Risk Factors" in Atlantic's most recent Annual Report on Form 10-KSB,
which is incorporated herein by reference.) Second, in recent years the
stockholders of development-stage pharmaceutical companies have for the most
part had little to show for risks taken and resources committed, given that the
stock price of development-stage companies in the pharmaceutical sector have
lagged well behind market indices.
2
<PAGE>
By contrast, development of non-pharmaceutical technologies offers the
prospect of a more limited commitment of resources, a quicker return on
investment, and a stock price that reflects the promise of technologies under
development.
Given these considerations, the board of directors has decided that its
would be in the best interests of Atlantic and its stockholders for Atlantic to
adopt a broader approach in selecting technologies to develop, and to consider
investing in electronic infrastructure, software and communication technologies.
Note that this change reflects an adjustment in strategy, rather than a
wholesale change. As is evident from its development of the very promising
Catarex surgical device, Atlantic does not only develop pharmaceutical products.
Furthermore, Atlantic will continue to develop, to the extent consistent with
its revised strategy, the pharmaceutical products it currently has under
development.
The board of directors believes that given Atlantic's revised strategy,
it is only appropriate that it adopt a corporate name that reflects that
strategy. The new name, "Atlantic Technology Ventures, Inc.," will give Atlantic
immeasurably greater credibility in acquiring and, ultimately, commercializing
or divesting non-pharmaceutical technologies.
Atlantic believes its name change will have no adverse effect on its
business. Public recognition of Atlantic's name is generally limited to the
biotechnology industry. Notifying Atlantic's business partners of the name
change should be a simple matter. In addition, Atlantic will continue to use its
current Nasdaq SmallCap Market ticker symbol.
Stockholders will not be required to submit their stock certificates
for exchange. Following the effective date of the amendment changing the name of
Atlantic, all new stock certificates issued by Atlantic will be overprinted with
Atlantic's new name.
The affirmative vote of the holders of a majority of the shares of the
Common Stock and Preferred Stock issued and outstanding on the Record Date,
voting together as a single class, is required for the approval of this
proposal.
The board of directors deems this proposal to be in the best interests
of Atlantic and its stockholders and recommends that you vote "FOR" this
proposal.
OTHER BUSINESS
As of the date of this proxy statement, the only business which the
board of directors intends to present and knows that others will present at the
special meeting is that herein set forth. If any other matter is properly
brought before the special meeting or any adjournments thereof, it is the
intention of the persons named in the accompanying form of proxy to vote the
proxy on such matters in accordance with their judgment.
THE BOARD OF DIRECTORS
Dated: February __, 2000
3
<PAGE>
Exhibit A
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
ATLANTIC PHARMACEUTICALS, INC.
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
It is hereby certified that:
1. Atlantic Pharmaceuticals, Inc. (the "Corporation") is a corporation
formed under the laws of the State of Delaware, and its certificate of
incorporation was filed in the office of the Secretary of State on May 18, 1993.
2. The certificate of incorporation is hereby amended by deleting the
existing Article FIRST and replacing it in its entirety with the following
amendment:
"FIRST: The name of the corporation is Atlantic Technology Ventures,
Inc."
3. This amendment to the certificate of incorporation has been duly
adopted in accordance with Section 242 of the General Corporation Law of the
State of Delaware.
The undersigned has signed this certificate on March __, 2000.
---------------------------
A. Joseph Rudick, M.D.
President
<PAGE>
PROXY CARD
ATLANTIC PHARMACEUTICALS, INC.
Special meeting of STOCKholders
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned stockholder of Atlantic Pharmaceuticals, Inc.
("Atlantic") hereby revokes all previous proxies, acknowledges receipt of the
notice of special meeting of stockholders to be held on Friday, March 17, 2000,
and the related proxy statement, and appoints Dr. A. Joseph Rudick and John
Brancaccio, and each of them, as proxies of the undersigned, with full power of
substitution to vote all shares of Atlantic's common stock that the undersigned
is entitled to vote at a special meeting of stockholders to be held at Kramer
Levin Naftalis & Frankel LLP, at 919 Third Avenue, 40th Floor, New York, New
York 10022, on March 17, 2000, at 10:00 a.m., Eastern Standard Time, and at any
adjournments thereof. The shares represented by the proxy may only be voted in
the manner specified below.
1. To authorize the proposal to amend Atlantic's certificate of
incorporation to change the name of Atlantic from "Atlantic
Pharmaceuticals, Inc." to "Atlantic Technology Ventures, Inc.";
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. To transact such other business as may properly come before the special
meeting and any adjournment or adjournments thereof.
The board of directors recommends you vote "FOR" the above proposal.
This proxy when properly executed will be voted in the manner directed
above. In the absence of direction for the above proposal, this proxy will be
voted "FOR" that proposal.
(Continued on the other side.)
<PAGE>
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
Please print the shareholder name exactly as it appears on this proxy.
If the shares are registered in more than one name, the signature of each person
in whose name the shares are registered is required. A corporation should sign
in its full corporate name, with a duly authorized officer signing on behalf of
the corporation and stating his or her title. Trustees, guardians, executors,
and administrators should sign in their official capacity, giving their full
title as such. A partnership should sign in its partnership name, with an
authorized person signing on behalf of the partnership.
Dated: ____________, 2000
---------------------------------
(Print Name)
---------------------------------
(Authorized Signature)
I plan to attend the special meeting in person:
[ ] Yes
[ ] No
