<PAGE>
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
<TABLE>
<CAPTION>
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
<S> <C> <C>
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
[X] Definitive Proxy Statement only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
IMPATH 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):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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:
<PAGE>
[IMPATH LOGO]
--------------------
Notice of Annual Meeting of Stockholders
to be held June 11, 1999
--------------------
New York, New York
April 30, 1999
To the Holders of Common Stock
of IMPATH Inc.:
The Annual Meeting of Stockholders of IMPATH Inc. will be held at The
Regency Hotel, 540 Park Avenue, New York, New York, on Friday, June 11, 1999 at
9:30 A.M. local time for the following purposes, as more fully described in the
accompanying Proxy Statement:
1. To elect six members of the Board of Directors of the Company.
2. To consider and take action upon a proposal to approve the IMPATH
Inc. 1999 Long Term Incentive Plan.
3. To consider and take action upon a proposal to ratify the Board
of Directors' selection of KPMG LLP to serve as the Company's independent
accountants for the Company's fiscal year ending December 31, 1999.
4. To transact such other business as may properly come before the
Meeting or any adjournment or adjournments thereof.
The close of business on April 27, 1999 has been fixed by the Board of
Directors as the record date for the determination of the stockholders entitled
to notice of, and to vote at, the Meeting. A list of the stockholders entitled
to vote at the Meeting may be examined at the offices of the Company at 521 West
57th Street, New York, New York 10019, during the ten-day period preceding the
Meeting.
By Order of the Board of Directors,
John P. Gandolfo
Secretary
You are cordially invited to attend the Meeting in person. If you do
not expect to be present, please mark, sign and date the enclosed form of Proxy
and mail it in the enclosed return envelope, which requires no postage if mailed
in the United States, so that your vote can be recorded.
<PAGE>
IMPATH Inc.
--------------------
PROXY STATEMENT
--------------------
This Proxy Statement, which will be mailed commencing on or about
April 30, 1999 to the persons entitled to receive the accompanying Notice of
Annual Meeting of Stockholders, is provided in connection with the solicitation
of Proxies on behalf of the Board of Directors of IMPATH Inc. for use at the
Annual Meeting of Stockholders to be held on June 11, 1999, and at any
adjournment or adjournments thereof, for the purposes set forth in such Notice.
The Company's executive offices are located at 521 West 57th Street, New York,
New York 10019.
At the close of business on April 27, 1999, the record date stated in
the accompanying Notice, the Company had issued and outstanding 7,948,817 shares
of common stock, $.005 par value ("Common Stock"), each of which is entitled to
one vote with respect to each matter to be voted on at the Meeting. The Company
has no class or series of stock outstanding other than the Common Stock.
A majority of the issued and outstanding shares of Common Stock
present in person or by proxy will constitute a quorum for the transaction of
business at the Meeting. Abstentions and broker non-votes (as hereinafter
defined) will be counted as present for the purpose of determining the presence
of a quorum.
Directors are elected by plurality vote. Adoption of proposals 2 and
3 will require the affirmative vote of a majority of the shares of Common Stock
present and entitled to vote thereon at the meeting. Shares held by
stockholders who abstain from voting on a matter will be treated as "present"
and "entitled to vote" on the matter and, thus, an abstention has the same legal
effect as a vote against the matter. However, in the case of a broker non-vote
or where a stockholder withholds authority from his proxy to vote the proxy as
to a particular matter, such shares will not be treated as "present" and
"entitled to vote" on the matter and, thus, a broker non-vote or the withholding
of a proxy's authority will have no effect on the outcome of the vote on the
matter. A "broker non-vote" refers to shares of Common Stock represented at the
Meeting in person or by proxy by a broker or nominee where (i) such broker or
nominee has not received voting instructions on a particular matter from the
beneficial owners or persons entitled to vote and (ii) such broker or nominee
does not have discretionary voting power on such matter.
<PAGE>
-2-
Security Ownership of Certain Beneficial Owners
The stockholders (including any "group," as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Exchange Act"))
who, to the knowledge of the Board of Directors of the Company beneficially
owned more than five percent of the Common Stock as of March 31, 1999, and their
respective shareholdings as of such date (according to information furnished by
them to the Company), are set forth in the following table. Except as indicated
in the footnotes to the table, all of such shares are owned with sole voting and
investment power.
<TABLE>
<CAPTION>
Shares of Common Stock Percent
Name and Address Owned Beneficially of Class
- --------------------------------------------- -------------------------------- ------------------
<S> <C> <C>
Gilder Gagnon Howe & Co. L.L.C. (1) 582,445 7.3%
1775 Broadway, 26th Floor
New York, New York 10019
</TABLE>
_____________
(1) Information as to Gilder Gagnon Howe & Co. L.L.C. is based upon reports on
Schedule 13G filed with the Securities and Exchange Commission (the
"Commission") by such stockholder. Such reports indicate that such
stockholder beneficially owns an aggregate of 582,445 shares.
Security Ownership of Directors and Executive Officers
The following table sets forth, as of March 31, 1999, the number of
shares of Common Stock of the Company beneficially owned by each of the
Company's directors and nominees for directors, each of the Company's five most
highly compensated executive officers, and all directors and executive officers
as a group, based upon information provided by such persons to the Company.
<TABLE>
<CAPTION>
Shares of Common Stock Percent
Name Owned Beneficially(1) of Class(1)
- --------------------------------------------- -------------------------------- --------------------
<S> <C> <C>
Anu D. Saad, Ph.D. (2)....................... 171,461 2.1%
John P. Gandolfo (3)......................... 47,558 *
Moacyr DaSilva, M.D. (4)..................... 16,021 *
Bruce C. Horten, M.D. (5).................... 20,068 *
Richard P. Adelson (6)....................... 26,431 *
John L. Cassis (7)........................... 15,933 *
Richard J. Cote, M.D. (8).................... 88,618 1.1%
</TABLE>
<PAGE>
-3-
<TABLE>
<CAPTION>
Shares of Common Stock Percent
Name Owned Beneficially(1) of Class(1)
- --------------------------------------------- -------------------------------- --------------------
<S> <C> <C>
George S. Frazza (9)......................... 6,362 *
Richard Kessler.............................. 128,995 1.6%
Joseph A. Mollica, Ph.D. (10)................ 10,631 *
Marcel Rozencweig, M.D. (11)................. 7,327 *
All directors and executive officers as a 539,405 6.6%
group (11 persons) (2), (3), (4), (5), (6),
(7), (8), (9), (10), (11)...................
</TABLE>
_____________
* Less than one percent.
(1) Amounts and percentages include outstanding warrants or options which are
exercisable within 60 days of March 31, 1999.
(2) Includes 82,182 shares issuable pursuant to currently exercisable stock
options and 532 shares issuable pursuant to currently exercisable warrants.
(3) Includes 36,250 shares issuable pursuant to currently exercisable stock
options.
(4) Consists of 16,021 shares issuable pursuant to currently exercisable stock
options.
(5) Includes 19,568 shares issuable pursuant to currently exercisable stock
options.
(6) Includes 20,833 shares issuable pursuant to currently exercisable stock
options.
(7) Includes 10,631 shares issuable pursuant to currently exercisable stock
options and 2,500 shares held by Tower Hall Profit Sharing Trust for the
benefit of Mr. Cassis.
(8) Includes 31,527 shares issuable pursuant to currently exercisable stock
options.
(9) Includes 2,362 shares issuable pursuant to currently exercisable stock
options.
(10) Consists of 10,631 shares issuable pursuant to currently exercisable stock
options.
(11) Includes 6,202 shares issuable pursuant to currently exercisable stock
options.
<PAGE>
-4-
I. ELECTION OF DIRECTORS
Six directors of the Company are to be elected at the Meeting, each to
serve until the next Annual Meeting of Stockholders or a successor shall have
been chosen and qualified.
It is the intention of each of the persons named in the accompanying
form of Proxy to vote the shares of Common Stock represented thereby in favor of
the six nominees listed below, unless otherwise instructed in such Proxy. Each
such nominee is presently serving as a director. In case any of the nominees is
unable or declines to serve, such persons reserve the right to vote the shares
of Common Stock represented by such Proxy for another person duly nominated by
the Board of Directors in such nominee's stead or, if no other person is so
nominated, to vote such shares only for the remaining nominees. The Board of
Directors has no reason to believe that any person named will be unable or will
decline to serve.
Certain information concerning the nominees for election as directors
of the Company is set forth below. Information concerning ownership of the
Common Stock by such nominees and other directors is set forth in the preceding
table. All of such information was furnished by them to the Company.
Nominees for Election
Anu D. Saad, Ph.D., age 42. Dr. Saad has been President and Chief
Executive Officer of the Company since October 1993. Prior to that, she was the
Company's Scientific Director and Director of Business Development. Before
joining the Company in 1990, Dr. Saad was Assistant Professor of Cell Biology
and Anatomy at Cornell University Medical College/New York Hospital. Dr. Saad
has published extensively and is the recipient of many awards, including from
the National Institute of Health, Muscular Dystrophy Association, Andrew W.
Mellon Foundation, Charles H. Revson Foundation, Inc. and the American Cancer
Society. Dr. Saad received her Bachelor's Degree in Biology from the University
of Pennsylvania and her Ph.D. in Developmental Biology from the University of
Chicago. Dr. Saad has been a director of the Company since 1993.
John L. Cassis, age 50. Mr. Cassis has been Chairman of the Board of
Directors of the Company since 1993. Mr. Cassis has been a partner in Hambro
Health International, Inc. since 1994. Prior to that, he was a director of
Salomon Brothers Inc, where he co-founded Salomon Brothers Venture Capital in
1986 and headed it from 1990 to 1994. From 1976 to 1981, he was a Managing
Director of Ardshiel Associates Inc., a merchant bank. In 1972, Mr. Cassis was
employed by Johnson & Johnson where he founded the J&J Development Corp., that
firm's venture capital arm, and was J&J's Manager of Acquisitions. Mr. Cassis
is currently on the Board of Directors of Healthtech Services Inc. and Ilex
Oncology Inc., and is Chairman of the Board of Directors of Dome Imaging
Systems, Inc. Mr. Cassis received his Bachelor's Degree and M.B.A. from Harvard
University. Mr. Cassis has been a director of the Company since 1991.
<PAGE>
-5-
Richard J. Cote, M.D., age 44. Dr. Cote was one of the founders of
IMPATH and is the Company's principal scientific and strategic consultant. Dr.
Cote is Attending Pathologist at the Kenneth J. Norris Cancer Center and an
Associate Professor of Pathology and Urology at the University of Southern
California. He was trained at the University of Michigan, Cornell University
Medical College/New York Hospital and Memorial Sloan-Kettering Cancer Center.
Dr. Cote holds patents on monoclonal antibody technology and is a leader in the
developmental use of monoclonal antibodies in cancer diagnosis and prognosis.
Dr. Cote is also known for his work in breast, prostate and bladder cancers and
in the immunopathological analysis of cancer. Dr. Cote has been or is on the
Scientific Advisory Boards of Johnson & Johnson, Neoprobe Corporation and
Chromavision Medical Systems Inc., and is a consultant to various national and
international organizations, such as the National Cancer Institute. Dr. Cote
graduated Phi Beta Kappa from the University of California with a Bachelor's
Degree in Biology and Chemistry. He received his M.D. from the University of
Chicago Pritzker School of Medicine. Dr. Cote has been a director of the
Company since 1988.
George S. Frazza, age 65. Mr. Frazza has been Of Counsel to
Patterson, Belknap Webb & Tyler LLP since February 1997. Prior to that, Mr.
Frazza spent more than 30 years with Johnson & Johnson, where he was most
recently Vice President and General Counsel. Mr. Frazza received his Bachelor's
Degree from Marietta College and his law degree from Columbia University. Mr.
Frazza has been a director of the Company since September 1998.
Joseph A. Mollica, Ph.D., age 58. Dr. Mollica is Chairman and Chief
Executive Officer of Pharmacopeia, Inc., a Princeton, New Jersey-based company
engaged in the field of research to discover low molecular weight drug compounds
using combinatorial chemistry and automated high throughput screening. Prior to
joining Pharmacopeia, Dr. Mollica was President and Chief Executive Officer of
DuPont Merck Pharmaceutical Company. He also served as Vice President, Medical
Products for DuPont, and Senior Vice President of Ciba-Geigy Corp. Dr. Mollica
is currently on the Board of Directors of Pharmacopeia, Inc., Neurocrine
Biosciences, Inc., USP, Inc. and the Biotechnology Council of New Jersey. He
received his Bachelor's Degree in Pharmaceutical Chemistry from the University
of Rhode Island and his Master's Degree and Ph.D. in Pharmaceutical and Physical
Chemistry from the University of Wisconsin. Dr. Mollica has been a director of
the Company since 1995.
Marcel Rozencweig, M.D., age 53. Dr. Rozencweig is Vice President,
Strategic Scientific Planning and Management of the Pharmaceutical Research
Institute of Bristol-Myers Squibb Company. From 1996 to 1998, Dr. Rozencweig
was Vice President, Strategic and Scientific Evaluation of the Pharmaceutical
Group of Bristol-Myers. From 1983 to 1996, Dr. Rozencweig was Vice President,
Infectious Diseases and Oncology at the Pharmaceutical Research Institute of
Bristol-Myers. Dr. Rozencweig is well known for his work in medical oncology,
new drug development and clinical trial methodology. At Bristol-Myers, he
played a prominent role in the clinical development and registration strategies
of many new anticancer agents and pioneered the
<PAGE>
-6-
regulatory approach to accelerated approval of new drugs for the treatment of
life-threatening diseases. Dr. Rozencweig has also worked at the National
Cancer Institute of the Jules Bordet Institute and has been a consultant to the
German government for the appropriation of federal resources for cancer research
in Germany. Dr. Rozencweig received his M.D. from the Free University of
Brussels. Dr. Rozencweig has been a director of the Company since August 1997.
David B. Snow, Jr. resigned as a director of the Company on March 1, 1999.
The term of Richard Kessler as a director of the Company will expire on the date
of the Meeting.
Committees of the Board of Directors
The Board of Directors has a Compensation Committee, an Audit
Committee and a Nominating Committee. The members of the Compensation Committee
are John L. Cassis, Richard Kessler and George S. Frazza. Mr. Frazza became a
member of the Compensation Committee on March 1, 1999, succeeding David B. Snow,
Jr. who was a member of the Compensation Committee until his resignation from
the Board of Directors on that date. The Compensation Committee makes
recommendations to the full Board as to the compensation of senior management,
administers the Company's 1989 Stock Option Plan and 1997 Long Term Incentive
Plan and determines the persons who are to receive options under such plans and
the number of shares subject to each option.
The members of the Audit Committee are John L. Cassis, Richard Kessler
and Joseph A. Mollica, Ph.D. The Audit Committee acts as a liaison between the
Board and the independent accountants and annually recommends to the Board the
appointment of the independent accountants. The Audit Committee reviews with
the independent accountants the planning and scope of the audits of the
financial statements, the results of those audits and the adequacy of internal
accounting controls and monitors other corporate and financial policies.
The members of the Nominating Committee are John L. Cassis, Richard J.
Cote, M.D. and Anu D. Saad, Ph.D. The Nominating Committee recommends to the
Board nominees for election as directors of the Company.
The Board of Directors met ten times during the fiscal year ended
December 31, 1998. Each of the Audit Committee and the Compensation Committee
met twice during the fiscal year ended December 31, 1998. The Nominating
Committee met three times during the fiscal year ended December 31, 1998. Each
of the persons named above attended at least 75% of the aggregate of the total
number of meetings of the Board of Directors and of the Committees of the Board
on which such person served which were held during the time that such person
served, except that David B. Snow, Jr. attended 67% and Joseph A. Mollica, Ph.D.
attended 50% of such aggregate number of meetings.
<PAGE>
-7-
The certificate of incorporation of the Company provides that a
director of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
the unlawful payment of dividends or unlawful stock purchases under Section 174
of the Delaware General Corporation Law, or (iv) for any transaction from which
the director derived any improper personal benefit. If the Delaware corporation
law is amended to eliminate further or limit the personal liability of
directors, then the liability of a director of the Company shall be eliminated
or limited to the fullest extent permitted by such law, as so amended. Any
repeal or modification of such provision of the certificate of incorporation by
the stockholders of the Company shall be prospective only and shall not
adversely affect any right or protection of a director of the Company existing
at the time of such repeal or modification.
Executive Officers
Certain information concerning the executive officers of the Company
is set forth below. Information concerning ownership of Common Stock by such
executive officers is set forth under "Security Ownership of Directors and
Officers." All information was furnished by them to the Company.
Anu D. Saad, Ph.D. Information concerning Dr. Saad is set forth above
under "Nominees for Election."
John P. Gandolfo, age 38. Mr. Gandolfo has been Executive Vice
President and Chief Financial Officer of the Company since April 1994 and Chief
Operating Officer of the Company since November 1995. From 1987 through March
1994, Mr. Gandolfo served as Controller, Senior Vice President and Chief
Financial Officer of Medical Resources Inc., a publicly held medical diagnostic
imaging management company. Mr. Gandolfo was employed at the accounting firm of
Price Waterhouse from 1982 to 1986, and at Dow Jones Telerate, Inc. in 1987.
Mr. Gandolfo is a Certified Public Accountant and received his Bachelor's Degree
in Economics and Business Administration from Rutgers University.
Moacyr DaSilva, M.D., age 41. Dr. DaSilva has been Medical Director,
Western Division of the Company since January 1998. Dr. DaSilva served as
Associate Medical Director, Eastern Division of the Company from August 1994
through December 1997. Prior to joining the Company, Dr. DaSilva was Attending
Pathologist and Chief of Cytopathology at Lenox Hill Hospital, New York. He is
Attending Clinical Professor of Pathology at New York University and Adjunct
Assistant Professor of Pathology at Cornell Medical Collage. Dr. DaSilva's area
of expertise is surgical pathology with emphasis on gastrointestinal, pulmonary
and head and neck pathology. Dr. DaSilva received his M.D. from the
Universidade Federale do Rio Grande do Sul Brazil.
<PAGE>
-8-
Bruce C. Horten, M.D., age 55. Dr. Horten has been Medical Director,
Eastern Division of the Company since December 1993. Dr. Horten has been a
member of the pathology staffs at the University of California at San Francisco,
Memorial Sloan-Kettering Cancer Center and most recently at Lenox Hill Hospital.
He continues to serve as a consultant at Lenox Hill Hospital and as an
instructor in pathology at Cornell University Medical College. Dr. Horten
received his anatomic pathology training at Cornell University Medical
College/New York Hospital, his clinical pathology training at the University of
California at San Francisco and completed a neuropathology fellowship with
Lucien Rubinstein at Stanford University. Dr. Horten received his Bachelor's
Degree in Chemistry from Drew University and his M.D. from Duke University.
Richard P. Adelson, age 33. Mr. Adelson has been Senior Vice
President, Sales and Marketing of the Company since February 1998. From August
1996 through January 1998 he was Vice President, Sales of the Company. He was
Director of Sales of the Company from August 1994 to August 1996. From January
1992 to August 1994, Mr. Adelson served the Company as District and Regional
Sales Manager for the New York Metro Region. Prior to joining IMPATH, Mr.
Adelson was a Sales Representative for Surgipath Medical Industries, Inc., a
medical equipment company. Mr. Adelson received his Bachelor's Degree in
Biology from the State University of New York at Albany and studied at the
Harvard School of Dental Medicine.
<PAGE>
-9-
Executive Compensation
The following table sets forth information for the fiscal years ended
December 31, 1998, 1997 and 1996 concerning the compensation of the Chief
Executive Officer of the Company, and the four other most highly compensated
executive officers of the Company whose total annual salary and bonus exceeded
$100,000 during the fiscal year ended December 31, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Long Term
Compensation Compen-sation
------------
Name and Principal Position Fiscal Salary Bonus Shares All Other
- ----------------------------------------- Year ------------ ----------- Underlying Compen-sation (1)
Options
<S> <C> <C> <C> <C> <C>
Anu D. Saad, Ph.D........................ 1998 $235,000 $123,000 -0- $3,472
President and Chief Executive Officer 1997 210,000 103,500 50,000 1,931
1996 190,000 90,000 30,000 1,766
John P. Gandolfo......................... 1998 210,000 74,000 -0- 3,042
Executive Vice President, Chief 1997 190,000 54,000 42,500 2,248
Operating Officer and Chief Financial 1996 175,000 50,000 25,000 2,041
Officer
Moacyr DaSilva, M.D...................... 1998 245,000 -0- -0- 3,375
Medical Director, Western Division 1997 230,000 -0- 17,000 2,019
1996 190,000 -0- 6,000 1,900
Bruce C. Horten, M.D..................... 1998 255,000 -0- -0- 3,463
Medical Director, Eastern Division 1997 230,000 -0- 17,000 2,117
1996 210,000 -0- 7,500 2,150
Richard P. Adelson....................... 1998 150,000 76,000 -0- 3,111
Senior Vice President, Sales and 1997 125,000 67,500 30,000 1,618
Marketing 1996 115,000 65,000 13,000 1,225
</TABLE>
___________________
(1) Consists of contributions made by the Company to the IMPATH Inc. 401(k)
Retirement Savings Plan on behalf of such executive officer.
None of the executive officers named in the Summary Compensation Table
were granted stock options during the fiscal year ended December 31, 1998.
<PAGE>
-10-
The following table sets forth the number of shares of Common Stock
acquired upon the exercise of options by the executive officers of the Company
named in the Summary Compensation Table during 1998, the aggregate market value,
net of exercise price, of such shares on the date of such exercise for each such
executive officer and the number and value of options held by such officers at
December 31, 1998.
AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of Value of
Unexercised Unexercised
Options In-the-Money Options
at 1998 at 1998
Fiscal Year Fiscal Year
Shares End (#) End (1)
Acquired on Value --------------------------------------------------------
Name Exercise (#) Realized Exercisable Unexercisable Exercisable Unexercisable
- ----------------------- ----------- -------- ------------ ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Anu D. Saad, Ph.D. 50,278 $475,630 73,234 51,449 $1,248,316 $401,433
John P. Gandolfo 4,712 61,932 31,312 42,266 328,192 311,160
Moacyr DaSilva, M.D. -0- -0- 14,160 16,928 178,541 57,288
Bruce C. Horten, M.D. -0- -0- 16,420 16,939 252,798 41,964
Richard P. Adelson 2,540 53,613 17,953 28,089 169,308 190,274
</TABLE>
_____________________
(1) In-the-money options are those where the fair market value of the underlying
Common Stock exceeds the exercise price of the option. The value of in-the-
money options is determined in accordance with regulations of the Securities
and Exchange Commission by subtracting the aggregate exercise price of the
option from the aggregate year-end value of the underlying Common Stock.
Employment-Related Agreements with Executive Officers
The Company has entered into employment-related agreements with each
of Dr. Saad, Mr. Gandolfo, Dr. Horten, Dr. DaSilva and Mr. Adelson, the
executive officers of the Company. Each agreement provides that in the event
that the employment of the executive officer is terminated by the Company
without cause or the executive officer terminates his or her employment for good
reason, the Company will continue to pay his or her base salary for one year
after termination, subject to setoff for any cash compensation paid to the
executive officer by any subsequent employer during such one-year period. Each
agreement also provides that the stock options granted to each executive officer
prior to September 12, 1997 will fully vest upon a merger, consolidation or
tender or exchange offer that results or would result in a change in control of
the Company, or the sale of all or substantially all of the assets of the
Company. Each executive officer is prohibited under his or her agreement from
engaging in any business in competition with the Company during the period of
his or her employment with the Company and for one year thereafter.
<PAGE>
-11-
Compensation of Directors
The Company pays its directors who are not employees of the Company a
fee of $1,000 for each directors' meeting attended. In September 1998, the
Company granted to George S. Frazza stock options to purchase 10,632 shares of
Common Stock at a purchase price of $24.50 per share in connection with Mr.
Frazza's appointment to the Board of Directors of the Company. The options
granted to Mr. Frazza vest over a three-year period following the date of grant.
During 1998, the Company paid Richard J. Cote, M.D. $104,000 for consulting
services provided by him to the Company.
Compensation Committee
Interlocks and Insider Participation
All executive officer compensation decisions have been made by the
Compensation Committee of the Board of Directors. The members of the
Compensation Committee are John L. Cassis, Richard Kessler and George S. Frazza.
Mr. Frazza became a member of the Compensation Committee on March 1, 1999,
succeeding David B. Snow, Jr. who was a member of the Compensation Committee
until his resignation from the Board of Directors on that date. All of the
current and former members of the Compensation Committee are and have been
independent directors of the Company.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Securities Exchange Act of 1934, directors
and officers of the Company, and persons who own more than ten percent of the
Common Stock, are required to file reports concerning their beneficial ownership
of securities of the Company with the Securities and Exchange Commission.
Directors, officers and greater than ten percent stockholders are required by
SEC regulations to furnish the Company with copies of all Section 16(a) reports
they file.
To the Company's knowledge, based solely on a review of copies of such
reports furnished to the Company and confirmations that no other reports were
required during the fiscal year ended December 31, 1998, except as provided
below, its directors, officers and greater than ten percent stockholders
complied with all Section 16(a) filing requirements. George S. Frazza reported
his initial beneficial ownership of Common Stock on Form 5 in February 1999.
Richard J. Cote, M.D. reported exercises of options to purchase Common Stock
occurring in June 1998 on Form 5 in February 1999.
<PAGE>
-12-
Performance Graph
The following performance graph compares the cumulative total
shareholder return on the Common Stock to the S&P 500 Index and to the SIC Code
Index for the Company since its initial public offering. The SIC Code Index is
composed of 24 public companies with the same Standard Industrial Classification
Code as the Company. The graph assumes that $100 was invested in the Common
Stock at the Company's initial public offering price of $13.00 and in each Index
on February 21, 1996 and that all dividends were reinvested.
CUMULATIVE TOTAL RETURN
COMPARISON GRAPH
[PERFORMANCE GRAPH DEPICTING TOTAL SHAREHOLDER RETURN COMPARED TO
THE S&P 500 INDEX AND TO THE SIC CODE INDEX]
<TABLE>
<S> <C> <C> <C> <C>
02/21/96 12/31/96 12/31/97 12/31/98
IMPATH Inc. 100.00 125.00 218.33 176.67
SIC Code Index 100.00 83.27 70.11 59.16
S&P 500 Index 100.00 117.82 157.13 202.03
- -------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
-13-
Report of the Compensation Committee
The Compensation Committee of the Board of Directors (the "Committee")
determines the compensation arrangements for executive officers and senior
management of the Company. In formulating the Company's executive compensation
program, the Committee seeks to provide competitive levels of compensation which
will assist the Company in attracting and retaining qualified executives, reward
individual initiative and achievement and integrate executive pay with the
interests of the Company's stockholders in achieving the Company's annual and
long-term performance goals.
The compensation program for the Company's executives consists of base
salary, an annual incentive bonus plan for key employees including the chief
executive officer, the chief financial officer and the senior vice president of
sales and marketing, and stock options. The Company's salary levels are
intended to be consistent with competitive requirements and levels of
responsibility. Salary levels are largely determined through comparisons with
companies of similar size and complexity. Salary adjustments, which are
normally made annually, are determined by monitoring the competitive market
place, the overall financial performance of the Company, the performance of the
individual executive and any increased responsibilities assumed by the
executive. On the basis of the foregoing factors, the Committee established a
1998 salary of $235,000 for Anu D. Saad, Ph.D., President and Chief Executive
Officer of the Company.
Awards under the annual incentive bonus plan are based upon the level
of achievement by the Company of its annual financial plan as approved by the
Board of Directors. The financial plan focuses on achievement of certain levels
of revenues and pre-tax income, which the Committee believes are primary
determinants of share price over time. The financial plan is established at the
beginning of each fiscal year by the Board of Directors after consultation with
management. A target bonus opportunity is established for each executive based
on his or her level of responsibility, potential contribution to the success of
the Company and competitive considerations. To determine the actual award to an
executive, a year-end assessment is made of the Company's performance and the
executive's role in achieving that performance. This individual assessment,
combined with the Company's financial results, insures that individual awards
reflect an executive's specific contribution to the success of the Company. For
1998, payments under the annual incentive bonus plan were $123,000 to Dr. Saad,
$74,000 to John P. Gandolfo, Executive Vice President, Chief Operating Officer
and Chief Financial Officer of the Company, and $76,000 to Richard P. Adelson,
Senior Vice President, Sales and Marketing of the Company.
The Company periodically grants stock options to its executive
officers and other key employees. Stock option grants are intended to provide
the Company's executives and other key employees with a significant incentive to
work to maximize stockholder value. The Committee strongly believes that by
providing its executives and key employees who have substantial responsibility
for the management and growth of the Company with an opportunity to profit from
increases in the value of the Company's stock, the interests of the Company's
stockholders and executives will be most closely aligned.
<PAGE>
-14-
The number of options granted to executive officers is based on individual
performance and level of responsibility and must be sufficient in size to
provide a strong incentive for executives to work for the long term business
interests of the Company.
Section 162(m) of the Code limits the deductibility of compensation
exceeding $1 million to each of the Company's Chief Executive Officer and four
other most highly compensated executive officers. Qualifying performance-based
compensation meeting the requirements promulgated by the Internal Revenue
Service under Section 162(m) will not be subject to the deduction limit. The
Company intends to qualify its executive compensation arrangements to comply
with such requirements.
The Committee believes that the compensation program for executives of
the Company is competitive with the compensation programs provided by other
companies with which the Company competes for executive talent and by other
companies of similar size in similar industries. The Committee believes that
amounts paid under the incentive bonus plan are appropriately related to Company
and individual performance, yielding awards which are directly linked to the
annual and longer term financial results of the Company. The Committee also
believes that the stock option program provides opportunities to executives that
are consistent with the returns that are generated on behalf of the Company's
stockholders.
David B. Snow, Jr. was a member of the Compensation Committee during
1998 and until his resignation from the Board of Directors on March 1, 1999.
THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
John L. Cassis
Richard Kessler
David B. Snow, Jr.
<PAGE>
-15-
II. APPROVAL OF THE IMPATH INC.
1999 LONG TERM INCENTIVE PLAN
The Board of Directors of the Company believes that attracting and
retaining highly qualified key employees and directors is essential to the
Company's growth and success. The Board of Directors also believes that
important advantages to the Company are gained by a comprehensive compensation
program which includes different types of incentives for motivating such
individuals and rewards for outstanding service. In this regard, stock options
and other stock-related awards have been and will continue to be an important
element of the Company's compensation program because such awards enable
employees and directors to acquire or increase their proprietary interest in the
Company, thereby promoting a close identity of interests between such
individuals and the Company's stockholders. Such awards also provide to
employees and directors an increased incentive to expend their maximum efforts
for the success of the Company's business.
Stock options have been granted by the Company under its 1989 Stock
Option (the "1989 Plan") and its 1997 Long Term Incentive Plan ("1997 Plan").
There are no shares available for stock option grants under the 1989 Plan and
only a limited number of shares remain available for stock option grants under
the 1997 Plan. Stock option grants have been an important aspect of the
Company's compensation program in attracting and retaining senior executives,
directors and other key personnel. The Board of Directors believes that it is
in the interests of the Company and its stockholders that the ability of the
Company to grant stock options and other stock-based awards be continued.
Accordingly, on April 26, 1999, the Board of Directors adopted,
subject to stockholder approval at the Meeting, the IMPATH Inc. 1999 Long Term
Incentive Plan (the "Incentive Plan"). In authorizing grants of stock options
and restricted stock, the Incentive Plan is intended to give the Company
flexibility to respond to rapidly changing business, economic and regulatory
requirements and conditions. In addition, such flexibility will enhance the
ability of the Company to closely link compensation to performance. The
Incentive Plan will not become effective unless approved by the holders of a
majority of the shares of Common Stock present or represented and voting thereon
at the Meeting. The text of the Incentive Plan is set forth in Exhibit A
hereto.
The following discussion of the material features of the Incentive
Plan is qualified by reference to the text of the Incentive Plan set forth in
Exhibit A hereto.
Shares Subject to the Plan. Under the Incentive Plan, 300,000 shares
of Common Stock will be available for issuance of awards. Shares distributed
under the Incentive Plan may be either newly issued shares or treasury shares.
If any shares subject to an Incentive Plan award are forfeited or an award
otherwise terminates without a distribution of shares, the shares subject to
such award will again be available for awards under the Incentive Plan. The
number of shares of Common Stock subject to all awards granted to any individual
under the Incentive Plan in any one-year period shall not exceed 50,000 shares,
subject to the adjustments described in the next paragraph.
<PAGE>
-16-
The Incentive Plan provides that, in the event of changes in the
corporate structure of the Company affecting the Common Stock, the Compensation
Committee of the Board of Directors (the "Committee") may adjust (i) the number
and kind of shares which may be issued in connection with awards, (ii) the
number and kind of shares issued or issuable in respect of outstanding awards,
and (iii) the exercise price, grant price, or purchase price relating to any
award. The Committee may also adjust performance conditions and other terms of
awards in response to these kinds of events or to changes in applicable laws,
regulations or accounting principles. The Incentive Plan provides that, in
connection with any merger or consolidation in which the Company is not the
surviving corporation or any sale or transfer by the Company of all or
substantially all its assets or any tender offer or exchange offer for or the
acquisition, directly or indirectly, by any person or group of all or a majority
of the then outstanding voting securities of the Company, all outstanding
options under the Incentive Plan will become exercisable in full on and after
(i) 15 days prior to the effective date of such merger, consolidation, sale,
transfer or acquisition or (ii) the date of commencement of such tender offer or
exchange offer, as the case may be.
Eligibility. Any employee, including any officer or employee-
director, of the Company and its subsidiaries or affiliated companies is
eligible to receive awards under the Incentive Plan. Directors of the Company
who are not employees are eligible for grants of stock options under the
Incentive Plan.
Administration. The Incentive Plan will be administered by the
Committee. Subject to the terms and conditions of the Incentive Plan, the
Committee is authorized to designate participants who are employees, directors
or consultants of the Company and its subsidiaries and affiliated companies,
determine the type and number of awards to be granted, set terms and conditions
of such awards, prescribe forms of award agreements, interpret the Incentive
Plan, specify rules and regulations relating to the Incentive Plan, and make all
other determinations which may be necessary or advisable for the administration
of the Incentive Plan.
Stock Options. The Committee is authorized to grant stock options,
including both incentive stock options ("ISOs"), which can result in potentially
favorable tax treatment to the participant, and nonqualified stock options. The
exercise price per share of Common Stock subject to an option is determined by
the Committee, provided that the exercise price may not be less than the fair
market value of the Common Stock on the date of grant. The term of each such
option, the times at which each such option shall be exercisable, and provisions
requiring forfeiture of unexercised options at or following termination of
employment, generally will be fixed by the Committee, except no ISO will have a
term exceeding ten years. Options may be exercised by payment of the exercise
price in cash, or in stock, outstanding awards or other property (including
notes or obligations to make payment on a deferred basis, such as through
"cashless exercises") having a fair market value equal to the exercise price, as
the Committee may determine from time to time.
<PAGE>
-17-
Restricted Stock. The Incentive Plan also authorizes the Committee to
grant restricted stock. Restricted stock is an award of shares which may not be
disposed of by participants and which may be forfeited in the event of certain
terminations of employment prior to the end of a restriction period established
by the Committee. Such an award would entitle the participant to all of the
rights of a stockholder of the Company, including the right to vote the shares
and the right to receive any dividends thereon, unless otherwise determined by
the Committee.
Other Terms of Awards. The flexible terms of the Incentive Plan will
permit the Committee to impose performance conditions with respect to any award.
Such conditions may require that an award be forfeited, in whole or in part, if
performance objectives are not met, or require that the time of exercisability
or settlement of an award be linked to achievement of performance conditions.
Awards may be settled in stock, other awards or other property, in the
discretion of the Committee. The Committee may condition the payment of an
award on the withholding of taxes and may provide that a portion of the Common
Stock or other property to be distributed will be withheld (or previously
acquired Common Stock or other property surrendered by the participant) to
satisfy withholding and other tax obligations. Awards granted under the
Incentive Plan may not be pledged or otherwise encumbered and are not
transferable except by will or by the laws of descent and distribution to a
guardian or legal representative designated to exercise such person's rights and
receive distributions under the Incentive Plan upon such person's death, or
otherwise if permitted under Rule 16b-3 and by the Committee.
The Board may amend, modify or terminate the Incentive Plan at any
time provided that (i) the number of shares of Common Stock available under the
Incentive Plan may not be increased without stockholder approval (subject to
certain provisions relating to adjustment as discussed above) and (ii) no
amendment or termination of the Incentive Plan may, without a participant's
consent, adversely affect any rights already accrued under the Incentive Plan by
the participant. In addition, no amendment or modification shall, unless
previously approved by the stockholders (where such approval is necessary to
satisfy then applicable requirements of federal securities laws, the Internal
Revenue Code of 1986, as amended (the "Code"), or rules of any stock exchange on
which the Common Stock is listed) (i) in any manner affect the eligibility
requirements of the Incentive Plan, (ii) increase the number of shares of Common
Stock subject to any option, (iii) extend the period during which awards may be
granted under the Incentive Plan, or (iv) materially increase the benefits to
participants under the Incentive Plan.
No awards may be granted under the Incentive Plan after December 31,
2008. Unless earlier terminated by the Board of Directors, the Incentive Plan
will terminate when no shares remain available for issuance and the Company has
no further obligation with respect to any outstanding award.
<PAGE>
-18-
Federal Income Tax Implications of the Plan. The following
description summarizes the material federal income tax consequences arising with
respect to the issuance and exercise of awards granted under the Incentive Plan.
The grant of an option will create no tax consequences for the participant or
the Company. A participant will not have taxable income upon exercising an ISO
(except that the alternative minimum tax may apply) and the Company will receive
no deduction at that time. Upon exercising an option other than an ISO, the
participant must generally recognize ordinary income equal to the difference
between the exercise price and fair market value of the freely transferable and
nonforfeitable Common Stock acquired on the date of exercise. The Company will
be entitled to a deduction equal to the amount recognized as ordinary income by
the participant.
A participant's disposition of shares acquired upon the exercise of an
option generally will result in short-term or long-term capital gain or loss
measured by the difference between the sale price and the participant's tax
basis in such shares (or the exercise price of the option in the case of shares
acquired by exercise of an ISO and held for the applicable ISO holding periods).
Generally, there will be no tax consequences to the Company in connection with a
disposition of shares acquired under an option or other award, except that the
Company will be entitled to a deduction (and the participant will recognize
ordinary taxable income) if shares acquired upon exercise of an ISO are disposed
of before the applicable ISO holding periods have been satisfied.
With respect to awards involving stock that is restricted as to
transferability and subject to a substantial risk of forfeiture, the participant
must generally recognize ordinary income equal to the fair market value of the
shares received at the first time the shares become transferable or not subject
to a substantial risk of forfeiture, whichever occurs earlier. The Company will
be entitled to a deduction in an amount equal to the ordinary income recognized
by the participant. A participant may elect under Section 83(b) of the Code to
be taxed at the time of receipt of shares rather than upon lapse of restrictions
on transferability or the substantial risk of forfeiture, but if the participant
subsequently forfeits such shares he would not be entitled to any tax deduction,
including as a capital loss, for the value of the shares on which he previously
paid tax. Such election must be made and filed with the Internal Revenue
Service within thirty days of the receipt of the shares.
Section 162(m) of the Code limits deductibility of certain
compensation for each of the Chief Executive Officer of the Company and the
additional four executive officers who are highest paid and employed at year end
to $1 million per year. The Company anticipates that action will be taken with
respect to awards under the Incentive Plan to ensure deductibility.
The Committee may condition the payment of an award on the withholding
of taxes and may provide that a portion of the stock to be distributed will be
withheld (or previously acquired stock surrendered by the participant) to
satisfy withholding and other tax obligations.
<PAGE>
-19-
The foregoing summarizes the material federal income tax consequences
arising with respect to the issuance and exercise of awards granted under the
Incentive Plan. Different tax rules may apply with respect to participants who
are subject to Section 16 of the Exchange Act, when they acquire stock in a
transaction deemed to be a nonexempt purchase under that statute or within six
months of an exempt grant of a derivative security under the Incentive Plan.
This summary does not address the effects of other federal taxes or taxes
imposed under state, local or foreign tax laws.
No stock options or other awards have been granted or committed to
under the Incentive Plan. The number of stock options or other awards that may
be granted to any executive officer of the Company or other employee or
participant pursuant to the Incentive Plan is not currently determinable and is
in the discretion of the Committee. No stock options or other long-term awards
were granted to the Company's Chief Executive Officer and the other four most
highly compensated executive officers of the Company in 1998. No stock options
were granted to any non-employee Director of the Company in 1998, except for the
grant to George S. Frazza of stock options to purchase 10,632 shares of Common
Stock. See "Compensation of Directors" above. On April 26, 1999, the closing
price of the Common Stock on The Nasdaq National Market was $25.00 per share.
The Board of Directors recommends that the Company's stockholders vote
FOR approval of the Incentive Plan. It is the intention of the persons named in
the accompanying form of Proxy to vote the shares represented thereby in favor
of such approval unless otherwise instructed in such Proxy.
<PAGE>
-20-
III. RATIFICATION OF SELECTION
OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Company has selected KPMG LLP to serve
as independent accountants for the Company for the fiscal year ending December
31, 1999. The Board of Directors considers KPMG LLP to be eminently qualified.
Although it is not required to do so, the Board of Directors is
submitting its selection of KPMG LLP for ratification at the Meeting, in order
to ascertain the views of stockholders regarding such selection. If the
selection is not ratified, the Board of Directors will reconsider its selection.
The Board of Directors recommends that stockholders vote FOR
ratification of the selection of KPMG LLP to examine the financial statements of
the Company for the Company's fiscal year ending December 31, 1999. It is the
intention of the persons named in the accompanying form of Proxy to vote the
shares of Common Stock represented thereby in favor of such ratification unless
otherwise instructed in such Proxy.
A representative of KPMG LLP will be present at the Meeting, with the
opportunity to make a statement if such representative desires to do so, and
will be available to respond to appropriate questions.
IV. OTHER MATTERS
The Board of Directors of the Company does not know of any other
matters which may be brought before the Meeting. However, if any such other
matters are properly presented for action, it is the intention of the persons
named in the accompanying form of Proxy to vote the shares represented thereby
in accordance with their judgment on such matters.
Miscellaneous
If the accompanying form of Proxy is executed and returned, the shares
of Common Stock represented thereby will be voted in accordance with the terms
of the Proxy, unless the Proxy is revoked. If no directions are indicated in
such Proxy, the shares represented thereby will be voted FOR the nominees
proposed by the Board of Directors in the election of directors, FOR approval of
the IMPATH Inc. 1999 Long Term Incentive Plan and FOR the ratification of the
Board of Directors' selection of independent accountants for the Company. Any
Proxy may be revoked at any time before it is exercised. The casting of a
ballot at the Meeting by a stockholder who may theretofore have given a Proxy or
the subsequent delivery of a Proxy will have the effect of revoking the initial
Proxy.
<PAGE>
-21-
All costs relating to the solicitation of Proxies will be borne by the
Company. Proxies may be solicited by officers, directors and regular employees
of the Company and its subsidiaries personally, by mail or by telephone,
telecopier or telegram, and the Company may pay brokers and other persons
holding shares of stock in their names or those of their nominees for their
reasonable expenses in sending soliciting material to their principals.
It is important that Proxies be returned promptly. Stockholders who
do not expect to attend the Meeting in person are urged to mark, sign and date
the accompanying form of Proxy and mail it in the enclosed return envelope,
which requires no postage if mailed in the United States, so that their votes
can be recorded.
Stockholder Proposals
Stockholder proposals intended to be presented at the 2000 Annual
Meeting of Stockholders of the Company must be received by the Company by
December 30, 1999 in order to be considered for inclusion in the Company's Proxy
Statement relating to such Meeting.
New York, New York John P. Gandolfo, Secretary
April 30, 1999
<PAGE>
EXHIBIT A
IMPATH INC.
1999 LONG TERM INCENTIVE PLAN
SECTION 1. Purpose. The purposes of this IMPATH Inc. 1999 Long Term
Incentive Plan (the "Plan") are to encourage selected employees, officers,
directors and consultants of, and other individuals providing services to,
IMPATH Inc. (together with any successor thereto, the "Company") and its
Affiliates (as defined below) to acquire a proprietary interest in the growth
and performance of the Company, to generate an increased incentive to contribute
to the Company's future success and prosperity thus enhancing the value of the
Company for the benefit of its stockholders, and to enhance the ability of the
Company and its Affiliates to attract and retain exceptionally qualified
individuals upon whom, in large measure, the sustained progress, growth and
profitability of the Company depend.
SECTION 2. Definitions. As used in the Plan, the following terms
shall have the meanings set forth below:
"Affiliate" shall mean (i) any entity that, directly or through one or
more intermediaries, is controlled by the Company and (ii) any entity in which
the Company has a significant equity interest, as determined by the Committee.
"Award" shall mean any Option or Restricted Security granted under the
Plan.
"Award Agreement" shall mean any written agreement, contract or other
instrument or document evidencing any Award granted under the Plan.
"Board" shall mean the Board of Directors of the Company.
"Cause", as used in connection with the termination of a Participant's
employment, shall mean (i) with respect to any Participant employed under a
written employment agreement with the Company or an Affiliate of the Company
which agreement includes a definition of "cause," "cause" as defined in such
agreement or, if such agreement contains no such definition, a material breach
by the Participant of such agreement, or (ii) with respect to any other
Participant, the failure to perform adequately in carrying out such
Participant's employment responsibilities, including any directives from the
Board, or engaging in such behavior in his personal or business life as to lead
the Committee in its reasonable judgment to determine that it is in the best
interests of the Company to terminate his employment.
"Common Stock" shall mean the common stock of the Company, $.005 par
value.
"Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the regulations promulgated thereunder.
"Committee" shall mean the Compensation Committee or any other
committee of the Board designated by the Board to administer the Plan and
composed of not less than two directors.
"Common Shares" shall mean any or all, as applicable, of the Common
Stock and such other securities or property as may become the subject of Awards,
or become subject to Awards, pursuant to an adjustment made under Section 4(b)
of the Plan and any other securities of the Company or any Affiliate or any
successor that may be so designated by the Committee.
<PAGE>
"Employee" shall mean any employee of the Company or of any Affiliate.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"Fair Market Value" shall mean (A) with respect to any property other
than the Common Shares, the fair market value of such property determined by
such methods or procedures as shall be established from time to time by the
Committee; and (B) with respect to the Common Shares, the last sale price
regular way on the date of reference, or, in case no sale takes place on such
date, the average of the high bid and low asked prices, in either case on the
principal national securities exchange on which the Common Shares are listed or
admitted to trading, or if the Common Shares are not listed or admitted to
trading on any national securities exchange, the last sale price reported on the
National Market System of the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") on such date, or the average of the
closing high bid and low asked prices in the over-the-counter market reported on
NASDAQ on such date, whichever is applicable, or if there are no such prices
reported on NASDAQ on such date, as furnished to the Committee by any New York
Stock Exchange member selected from time to time by the Committee for such
purpose. If there is no bid or asked price reported on any such date, the Fair
Market Value shall be determined by the Committee in accordance with the
regulations promulgated under Section 2031 of the Code, or by any other
appropriate method selected by the Committee.
"Good Reason", as used in connection with the termination of a
Participant's employment, shall mean (i) with respect to any Participant
employed under a written employment agreement with the Company or an Affiliate
of the Company, "good reason" as defined in such written agreement or, if such
agreement contains no such definition, a material breach by the Company of such
agreement, or (ii) with respect to any other Participant, a failure by the
Company to pay such Participant any amount otherwise vested and due and a
continuation of such failure for 30 business days following notice to the
Company thereof.
"Incentive Stock Option" shall mean an option granted under Section
6(a) of the Plan that is intended to meet the requirements of Section 422 of the
Code or any successor provision thereto.
"Non-Qualified Stock Option" shall mean an option granted under
Section 6(a) of the Plan that is not intended to be an Incentive Stock Option.
Any stock option granted by the Committee which is not designated an Incentive
Stock Option shall be deemed a Non-Qualified Stock Option.
"Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
Option.
"Participant" shall mean any individual granted an Award under the
Plan.
"Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, or
government or political subdivision thereof.
"Released Securities" shall mean securities that were Restricted
Securities but with respect to which all applicable restrictions have expired,
lapsed or been waived in accordance with the terms of the Plan or the applicable
Award Agreement.
"Restricted Securities" shall mean any Common Shares granted under
Section 6(b) of the Plan, any right granted under Section 6(b) of the Plan that
is denominated in Common Shares
<PAGE>
or any other Award under which issued and outstanding Common Shares are held
subject to certain restrictions.
"Rule 16a-1" and "Rule 16b-3" shall mean, respectively, Rule 16a-1 and
Rule 16b-3 promulgated by the Securities and Exchange Commission under the
Exchange Act, or any successor rule or regulation thereto as in effect from time
to time.
"Securities Act" shall mean the Securities Act of 1933, as amended.
SECTION 3. Administration. The Plan shall be administered by the
Committee. Subject to the terms of the Plan and applicable law, and in addition
to other express powers and authorizations conferred on the Committee by the
Plan, the Committee shall have full power and authority to: (i) designate
Participants; (ii) determine the type or types of Awards to be granted to an
eligible Employee or other individual under the Plan; (iii) determine the number
of Common Shares to be covered by Awards; (iv) determine the terms and
conditions of any Award; (v) determine whether, to what extent, and under what
circumstances Awards may be settled or exercised, or canceled, forfeited or
suspended, and the method or methods by which Awards may be settled, exercised,
canceled, forfeited or suspended; (vi) determine requirements for the vesting of
Awards or performance criteria to be achieved in order for Awards to vest; (vii)
determine whether, to what extent and under what circumstances Common Shares
payable with respect to an Award under the Plan shall be deferred either
automatically or at the election of the holder thereof or of the Committee;
(viii) interpret and administer the Plan and any instrument or agreement
relating to, or Award made under, the Plan; (ix) establish, amend, suspend or
waive such rules and regulations and appoint such agents as it shall deem
appropriate for the proper administration of the Plan; and (x) make any other
determination and take any other action that the Committee deems necessary or
desirable for the administration of the Plan. Unless otherwise expressly
provided in the Plan, all designations, determinations, interpretations and
other decisions under or with respect to the Plan or any Award shall be within
the sole discretion of the Committee, may be made at any time and shall be
final, conclusive and binding upon all Persons, including the Company, any
Affiliate, any Participant, any holder or beneficiary of any Award, any
stockholder and any Employee. Notwithstanding the foregoing, the maximum number
of Awards which may be granted to any one Participant under this Plan in any
one-year period shall not exceed 50,000 Common Shares, subject to the
adjustments provided in Section 4(b) hereof and no Awards under this Plan shall
be granted after December 31, 2008.
SECTION 4. Common Shares Available for Awards.
(a) Common Shares Available. Subject to adjustment as provided in
Section 4(b):
(i) Calculation of Number of Common Shares Available. The number
of Common Shares available for granting Awards under the Plan shall be
300,000, any or all of which may be or may be based on Common Stock,
any other security which becomes the subject of Awards, or any
combination thereof. Initially 300,000 shares of Common Stock shall
be reserved for Awards hereunder. Further, if, after the effective
date of the Plan, any Common Shares covered by an Award granted under
the Plan or to which such an Award relates, are forfeited, or if an
Award otherwise terminates or is canceled without the delivery of
Common Shares, then the Common Shares covered by such Award or to
which such Award relates, or the number of Common Shares otherwise
counted against the aggregate number of Common Shares available under
the Plan with respect to such Award, to the extent
<PAGE>
of any such forfeiture, termination or cancellation, shall again be,
or shall become, available for granting Awards under the Plan.
(ii) Sources of Common Shares Deliverable Under Awards. Any
Common Shares delivered pursuant to an Award may consist, in whole or
in part, of authorized and unissued Common Shares or of treasury
Common Shares.
(b) Adjustments. In the event that the Committee shall determine that
any dividend or other distribution (whether in the form of cash, Common Shares,
other securities or other property), recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Common Shares or other securities of the
Company, issuance of warrants or other rights to purchase Common Shares or other
securities of the Company, or other similar corporate transaction or event
affects the Common Shares such that an adjustment is determined by the Committee
to be appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the number and kind of Common Shares (or other securities or property) which
thereafter may be made the subject of Awards, (ii) the number and kind of Common
Shares (or other securities or property) subject to outstanding Awards, and
(iii) the grant or exercise price with respect to any Award or, if deemed
appropriate, make provision for a cash payment to the holder of an outstanding
Award; provided, however, that the number of Common Shares subject to any Award
denominated in Common Shares shall always be a whole number.
In connection with any merger or consolidation in which the Company is
not the surviving corporation and which results in the holders of the
outstanding voting securities of the Company (determined immediately prior to
such merger or consolidation) owning less than a majority of the outstanding
voting securities of the surviving corporation (determined immediately following
such merger or consolidation), or any sale or transfer by the Company of all or
substantially all its assets or any tender offer or exchange offer for or the
acquisition, directly or indirectly, by any person or group of all or a majority
of the then outstanding voting securities of the Company, all outstanding
Options under the Plan shall become exercisable in full, notwithstanding any
other provision of the Plan or of any outstanding Options granted thereunder, on
and after (i) the fifteenth day prior to the effective date of such merger,
consolidation, sale, transfer or acquisition or (ii) the date of commencement of
such tender offer or exchange offer, as the case may be. The provisions of the
foregoing sentence shall apply to any outstanding Options which are Incentive
Stock Options to the extent permitted by Section 422(d) of the Code and such
outstanding Options in excess thereof shall, immediately upon the occurrence of
the event described in clause (i) or (ii) of the foregoing sentence, be treated
for all purposes of the Plan as Non-Qualified Stock Options and shall be
immediately exercisable as such as provided in the foregoing sentence.
SECTION 5. Eligibility. Any Employee, including any officer or
employee-director of the Company or of any Affiliate, and any consultant of, or
other individual providing services to, the Company or any Affiliate shall be
eligible to be designated a Participant. A non-employee director shall be
eligible to receive Non-Qualified Stock Options under the Plan.
SECTION 6. Awards.
(a) Options. The Committee is hereby authorized to grant to eligible
individuals options to purchase Common Shares (each, an "Option") which shall
contain the following terms and conditions and with such additional terms and
conditions, in either case not inconsistent with the provisions of the Plan, as
the Committee shall determine:
<PAGE>
(i) Exercise Price. The purchase price per Common Share
purchasable under an Option shall be determined by the Committee;
provided, however, that such purchase price shall not be less than one
hundred percent (100%) of the Fair Market Value of a Common Share on
the date of grant of such Option, or such higher price as required
under Subsection 6(a)(iv) or (v) hereof.
(ii) Time and Method of Exercise. Subject to the terms of
Section 6(a)(iii), the Committee shall determine the time or times at
which an Option may be exercised in whole or in part, and the method
or methods by which, and the form or forms (including, without
limitation, cash, Common Shares, outstanding Awards, or other
property, or any combination thereof, having a Fair Market Value on
the exercise date equal to the relevant exercise price) in which,
payment of the exercise price with respect thereto may be made or
deemed to have been made.
(iii) Exercisability Upon Death, Retirement and Termination of
Employment. Subject to the condition that no Option may be exercised
in whole or in part after the expiration of the Option period
specified in the applicable Award Agreement:
(A) Upon the death of a Participant while employed or within 3
months of retirement or disability as defined in paragraph (B) below,
the Person or Persons to whom such Participant's rights with respect
to any Option held by such Participant are transferred by will or the
laws of descent and distribution may, prior to the expiration of the
earlier of: (1) the outside exercise date determined by the Committee
at the time of granting the Option, or (2) nine months after such
Participant's death, purchase any or all of the Common Shares with
respect to which such Participant was entitled to exercise such Option
immediately prior to such Participant's death, and any Options not so
exercisable will lapse on the date of such Participant's death;
(B) Upon termination of a Participant's employment with the
Company (x) as a result of retirement pursuant to a retirement plan of
the Company or an Affiliate or disability (as determined by the
Committee) of such Participant, (y) by the Company other than for
Cause, or (z) by the Participant with Good Reason, such Participant
may, prior to the expiration of the earlier of: (1) the outside
exercise date determined by the Committee at the time of granting the
Option, or (2) three months after the date of such termination,
purchase any or all of the Common Shares with respect to which such
Participant was entitled to exercise any Options immediately prior to
such termination, and any Options not so exercisable will lapse on
such date of termination;
(C) Upon termination of a Participant's employment with the
Company under any circumstances not described in paragraphs (A) or (B)
above, such Participant's Options shall be canceled to the extent not
theretofore exercised;
(D) Upon expiration of the respective periods set forth in each
of paragraphs (A) through (C) above, the Options of a Participant who
has died or whose employment has been terminated shall be canceled to
the extent not theretofore canceled or exercised; and
<PAGE>
(E) For purposes of paragraphs (A) through (C) above, the period
of service of an individual as a director or consultant of the Company
or an Affiliate shall be deemed the period of employment.
(iv) Incentive Stock Options. The following provisions shall
apply only to Incentive Stock Options granted under the Plan:
(A) No Incentive Stock Option shall be granted to any eligible
Employee who, at the time such Option is granted, owns securities
possessing more than ten percent (10%) of the total combined voting
power of all classes of securities of the Company or of any Affiliate,
except that such an Option may be granted to such an Employee if at
the time the Option is granted the option price is at least one
hundred ten percent (110%) of the Fair Market Value of the Common
Shares (determined in accordance with Section 2) subject to the
Option, and the Option by its terms is not exercisable after the
expiration of five (5) years from the date the Option is granted; and
(B) To the extent that the aggregate Fair Market Value of the
Common Shares with respect to which Incentive Stock Options (without
regard to this subsection) are exercisable for the first time by any
individual during any calendar year (under all plans of the Company
and its Affiliates) exceeds $100,000, such Options shall be treated as
Non-Qualified Stock Options. This subsection shall be applied by
taking Options into account in the order in which they were granted.
If some but not all Options granted on any one day are subject to this
subsection, then such Options shall be apportioned between Incentive
Stock Option and Non-Qualified Stock Option treatment in such manner
as the Committee shall determine. For purposes of this subsection,
the Fair Market Value of any Common Shares shall be determined, in
accordance with Section 2, as of the date the Option with respect to
such Common Shares is granted.
(v) Other Terms and Conditions of Options. Notwithstanding any
provision contained in the Plan to the contrary, during any period
when any member of the Committee shall not be a "nonemployee director"
as defined in Rule 16b-3, then, the terms and conditions of Options
granted under the Plan to any director or officer, as defined in Rule
16a-1, of the Company during such period, unless other terms and
conditions are approved in advance by the Board, shall be as follows:
(A) The price at which each Common Share subject to an option may
be purchased shall, subject to any adjustments which may be made
pursuant to Section 4, in no event be less than the Fair Market Value
of a Common Share on the date of grant, and provided further that in
the event the option is intended to be an Incentive Stock Option and
the optionee owns on the date of grant securities possessing more than
ten percent (10%) of the total combined voting power of all classes of
securities of the Company or of any Affiliate, the price per share
shall not be less than one hundred ten percent (110%) of the Fair
Market Value per Common Share on the date of grant; and
(B) The Option may be exercised to purchase Common Shares covered
by the Option not sooner than six (6) months following the date of
grant. The Option shall terminate and no Common Shares may be
purchased thereunder more than ten (10) years after the date of grant,
provided that if the Option is intended to be an Incentive Stock
Option and the Optionee owns on the date of grant securities
<PAGE>
possessing more than ten percent (10%) of the total combined voting
power of all classes of securities of the Company or of any Affiliate,
the Option shall terminate and no Common Shares may be purchased
thereunder more than five (5) years after the date of grant.
(b) Restricted Securities.
(i) Issuance. The Committee is hereby authorized to grant to
eligible Employees "Restricted Securities" which shall consist of the
right to receive, by purchase or otherwise, Common Shares which are
subject to such restrictions as the Committee may impose (including,
without limitation, any limitation on the right to vote such Common
Shares or the right to receive any dividend or other right or
property), which restrictions may lapse separately or in combination
at such time or times, in such installments or otherwise, as the
Committee may deem appropriate.
(ii) Registration. Restricted Securities granted under the Plan
may be evidenced in such manner as the Committee may deem appropriate,
including, without limitation, book-entry registration or issuance of
a stock certificates or certificates. In the event any stock
certificate is issued in respect of Restricted Securities granted
under the Plan, such certificate shall be registered in the name of
the Participant and shall bear an appropriate legend referring to the
terms, conditions and restrictions applicable to such Restricted
Securities.
(iii) Forfeiture. Except as otherwise determined by the
Committee, upon termination of a Participant's employment for any
reason during the applicable restriction period, all of such
Participant's Restricted Securities which had not become Released
Securities by the date of termination of employment shall be forfeited
and reacquired by the Company; provided, however, that the Committee
may, when it finds that a waiver would be in the best interests of the
Company, waive in whole or in part any or all remaining restrictions
with respect to such Participant's Restricted Securities.
Unrestricted Common Shares, evidenced in such manner as the Committee
shall deem appropriate, shall be issued to the holder of Restricted
Securities promptly after such Restricted Securities become Released
Securities.
(c) General.
(i) Limits on Transfer of Awards.
(A) No Award (other than Released Securities), and no right
under any such Award, may be assigned, alienated, pledged, attached,
sold or otherwise transferred or encumbered by a Participant otherwise
than by will or by the laws of descent and distribution (or, in the
case of Restricted Securities, to the Company) and any such purported
assignment, alienation, pledge, attachment, sale or other transfer or
encumbrance shall be void and unenforceable against the Company or any
Affiliate.
(B) Each Award, and each right under any Award, shall be
exercisable, during the Participant's lifetime only by the Participant
or if permissible under applicable law, by the Participant's guardian
or legal representative.
<PAGE>
(ii) Terms of Awards. The term of each Award shall be for such
period as may be determined by the Committee; provided, however, that
in no event shall the term of any Option exceed a period of ten years
from the date of its grant.
(iii) Rule 16b-3 Six-Month Limitations. To the extent required
in order to maintain the exemption provided under Rule 16b-3 only, any
equity security offered pursuant to the Plan must be held for at least
six months after the date of grant, and with respect to any derivative
security issued pursuant to the Plan, at least six months must elapse
from the date of acquisition of such derivative security to the date
of disposition of the derivative security (other than upon exercise or
conversion) or its underlying equity security. Terms used in the
preceding sentence shall, for the purposes of such sentence only, have
the meanings, if any, assigned or attributed to them under Rule 16a-1
and Rule 16b-3.
(iv) Common Share Certificates. All certificates for Common
Shares delivered under the Plan pursuant to any Award or the exercise
thereof shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan or the
rules, regulations, and other requirements of the Securities and
Exchange Commission, any stock exchange upon which such Common Shares
are then listed, and any applicable Federal or state securities laws,
and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.
(v) Delivery of Common Shares or Other Securities and Payment by
Participant of Consideration. No Common Shares or other securities
shall be delivered pursuant to any Award until payment in full of any
amount required to be paid pursuant to the Plan or the applicable
Award Agreement is received by the Company. Such payment may be made
by such method or methods and in such form or forms as the Committee
shall determine, including, without limitation, cash, Common Shares,
other securities, other Awards or other property, or any combination
thereof; provided that the combined value, as determined by the
Committee, of all cash and cash equivalents and the Fair Market Value
of any such Common Shares or other property so tendered to the
Company, as of the date of such tender, is at least equal to the full
amount required to be paid pursuant to the Plan or the applicable
Award Agreement to the Company.
SECTION 7. Amendments. Except to the extent prohibited by applicable
law:
(a) Amendments to the Plan. The Board may amend, alter, suspend,
discontinue, or terminate the Plan without the consent of any stockholder,
Participant, other holder or beneficiary of an Award, or other Person; provided,
however, that any amendment, alteration, suspension, discontinuation, or
termination that would impair the rights of any Participant, or any other holder
or beneficiary of any Award theretofore granted, shall not to that extent be
effective without the consent of such Participant, other holder or beneficiary
of an Award, as the case may be; and provided further, however, that
notwithstanding any other provision of the Plan or any Award Agreement, without
the approval of the stockholders of the Company, no such amendment, alteration,
suspension, discontinuation, or termination shall be made that would:
(i) increase the total number of Common Shares available for
Awards under the Plan, except as provided in Section 4(b) hereof; or
<PAGE>
(ii) otherwise cause the Plan to cease to comply with any tax or
regulatory requirement, including for these purposes any approval or
other requirement which is or would be a prerequisite for exemptive
relief from Section 16(b) of the Exchange Act.
(b) Amendments to Awards. The Committee may amend any terms of, or
alter, suspend, discontinue, cancel or terminate, any Award theretofore granted,
prospectively or retroactively; provided, however, that any amendment,
alteration, suspension, discontinuation, cancellation or termination that would
impair the rights of any Participant or holder or beneficiary of any Award
theretofore granted, shall not to that extent be effective without the consent
of such Participant or holder or beneficiary of an Award, as the case may be.
SECTION 8. General Provisions.
(a) No Right to Awards. No Employee or other Person shall have any
claim to be granted any Award under the Plan, and there is no obligation for
uniformity of treatment of Employees, or holders or beneficiaries of Awards
under the Plan. The terms and conditions of Awards need not be the same with
respect to each recipient.
(b) Correction of Defects, Omissions, and Inconsistencies. The
Committee may correct any defect, supply any omission, or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem desirable to carry the Plan into effect.
(c) Withholding. The Company or any Affiliate shall be authorized to
withhold from any Award granted, from any payment due or transfer made under any
Award or under the Plan or from any compensation or other amount owing to a
Participant the amount (in cash, Common Shares, other securities, other Awards,
or other property) of withholding taxes due in respect of an Award, its
exercise, or any payment or transfer under such Award or under the Plan and to
take such other action as may be necessary in the opinion of the Company or
Affiliate to satisfy all obligations for the payment of such taxes.
(d) No Right to Employment. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the
Company or any Affiliate. Further, the Company or an Affiliate may at any time
dismiss a Participant from employment, free from any liability, or any claim
under the Plan, unless otherwise expressly provided in the Plan or in any Award
Agreement.
(e) Governing Law. The validity, construction, and effect of the Plan
and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Delaware and applicable Federal law.
(f) Severability. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction
or as to any Person or Award under any law deemed applicable by the Committee,
such provision shall be construed or deemed amended to conform to applicable
laws, or if it cannot be construed or deemed amended without, in the
determination of the Committee, materially altering the intent of the Plan or
the Award, such provision shall be stricken as to such jurisdiction, Person or
Award and the remainder of the Plan and any such Award shall remain in full
force and effect.
(g) No Trust or Fund Created. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other Person. To the extent that any Person
<PAGE>
acquires a right to receive payments from the Company or any Affiliate pursuant
to an Award, such right shall be no greater than the right of any unsecured
general creditor of the Company or any Affiliate.
(h) No Fractional Common Shares. No fractional Common Shares shall be
issued or delivered pursuant to the Plan or any Award, and the Committee shall
determine whether cash, other securities, or other property shall be paid or
transferred in lieu of any fractional Common Shares or whether such fractional
Common Shares or any rights thereto shall be canceled, terminated, or otherwise
eliminated.
(i) Headings. Headings are given to the Sections and subsections of
the Plan solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.
SECTION 9. Adoption, Approval and Effective Date of the Plan. The
Plan was adopted by the Board on April 26, 1999 subject to stockholder approval.
The Plan shall be void if the stockholders of the Company shall not have
approved the adoption of the Plan within twelve (12) months after April 26,
1999, by a majority of votes cast thereon at a meeting of stockholders duly
called and held for such purpose.
<PAGE>
[IMPATH LOGO]
PROXY - ANNUAL MEETING OF STOCKHOLDERS - JUNE 11, 1999
COMMON STOCK
The undersigned, a stockholder of IMPATH Inc., does hereby appoint Anu
D. Saad, Ph.D. and John P. Gandolfo, or either of them, each with full power of
substitution, the undersigned's proxies, to appear and vote at the Annual
Meeting of Stockholders to be held on Friday, June 11, 1999, at 9:30 A.M.,
local time, or at any adjournments thereof, upon such matters as may come before
the Meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby instructs said proxies or their substitutes to
vote as specified on the reverse side on each of the following matters and in
accordance with their judgment on other matters which may properly come before
the Meeting.
(Continued and to be Completed on Reverse Side)
<PAGE>
A [X] Please mark your votes as in this example.
1. Election of Directors.
FOR all nominees listed at right [ ] WITHHOLD AUTHORITY [ ]
(except as marked to the contrary below) to vote for all
nominees listed at right
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME IN
THE SPACE PROVIDED BELOW.)
- --------------------------------------------------------------------------------
Nominees: Anu D. Saad, Ph.D., John L. Cassis, Richard J. Cote, M.D., George
S. Frazza, Joseph A. Mollica, Ph.D., and Marcel Rozencweig, M.D.
2. Approval of the IMPATH Inc. 1999 Long Term Incentive Plan.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Ratification of appointment of KPMG LLP as independent accountants for
fiscal 1999.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
The Board of Directors favors a vote "FOR" each item.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION
IS INDICATED AS TO ANY OF ITEMS 1, 2 OR 3. THEY WILL BE VOTED "FOR" THE ITEM(S)
AS TO WHICH NO DIRECTION IS INDICATED.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Stockholder(s) Sign Here
(L.S.) (L.S.) Dated , 1999
IMPORTANT: Before returning this Proxy, please sign your name or names on the
line(s) above exactly as shown hereon. Executors, administrators, trustees,
guardians or corporate officers should indicate their full titles when signing.
Where shares are registered in the names of joint tenants or trustees, each
joint tenant or trustee should sign.
