<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
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
[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
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 Special Meeting of Stockholders
to be held on October 23, 2000
New York, New York
September 22, 2000
To the Holders of Common Stock
of IMPATH Inc.:
A Special Meeting of Stockholders of IMPATH Inc. (the
"Company") will be held at the offices of the Company, 521 West 57th Street, 5th
Floor, New York, New York, on Monday, October 23, 2000, at 9:30 A.M. local time
for the following purposes, as more fully described in the accompanying Proxy
Statement:
1. To consider and take action upon a proposed amendment to
the Company's Restated Certificate of Incorporation to increase the authorized
Common Stock from 20,000,000 shares to 50,000,000 shares.
2. To transact such other business as may properly come before
the Meeting or any adjournment or adjournments thereof.
The close of business on September 7, 2000 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,
Richard P. Adelson
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 September 22, 2000 to the persons entitled to receive the accompanying
Notice of Special 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 a Special Meeting of Stockholders to be held on October 23, 2000, 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, 5th
Floor, New York, New York 10019.
At the close of business on September 7, 2000, the record date
stated in the accompanying Notice, the Company had issued and outstanding
15,983,039 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. 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.
Adoption of proposal 1 will require the affirmative vote of a
majority of the issued and outstanding shares of Common Stock. 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.
<PAGE>
2
I. APPROVAL OF AN AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION TO
INCREASE THE AUTHORIZED COMMON STOCK
On August 4, 2000, the Board of Directors adopted an amendment
to Article IV of the Restated Certificate of Incorporation of the Company to
increase the authorized Common Stock from 20,000,000 shares to 50,000,000
shares. The Board of Directors believes it is desirable to increase the number
of authorized shares of Common Stock in order to provide the Company with
flexibility to use its capital stock for business and financial purposes in the
future. The additional shares of Common Stock available for issuance may be
issued by the Board of Directors of the Company without the expense and delay of
a special stockholders' meeting for various purposes including, without
limitation, (i) issuance in connection with any desirable acquisition, merger or
strategic relationship which may be presented to the Company, (ii) issuance in
connection with an offering to raise capital for the Company, (iii) issuance in
connection with a debt financing to improve our financial and business position,
(iv) issuance upon exercise of options granted under the Company's various stock
option plans or in connection with other employee benefit plans, (v) payment of
stock dividends or issuance pursuant to a stock split, and (vi) issuance upon
exercise of warrants or the conversion of other securities convertible into
Common Stock which may be outstanding from time to time.
As of September 7, 2000, 15,983,039 shares of Common Stock
were issued and outstanding and an aggregate of approximately 1,567,000 shares
of Common Stock were reserved for issuance under the Company's 1989 Stock Option
Plan, 1997 Long Term Incentive Plan, 1999 Long Term Incentive Plan and 2000 Long
Term Incentive Plan. Following an increase in the authorized Common Stock from
20,000,000 shares to 50,000,000 shares, the Company will have approximately
32,450,000 shares remaining for the above-mentioned purposes.
The Company has no present plans, agreements or understandings
for the issuance of any shares of Common Stock, other than with respect to
currently reserved shares in connection with transactions in the ordinary course
of the Company's business, or shares which may be issued under the Company's
stock option and employee benefit
<PAGE>
3
plans. There will be no change in voting rights, dividend rights, liquidation
rights, or any other stockholder rights as a result of the proposed amendment.
If the proposed amendment is adopted, the additional authorized shares of Common
Stock would thereafter be subject to issuance from time to time by the Board of
Directors without stockholder approval and without any preemptive purchase
rights by the stockholders, subject to the requirements of The Nasdaq Stock
Market or any national securities exchange on which the Common Stock may then be
traded and the Delaware General Corporation Law.
The Board of Directors believes the proposed increase in the
authorized Common Stock will make a sufficient number of shares available in the
event the Company decides to use its shares for one or more of the
above-mentioned purposes or otherwise. The Company reserves the right to seek a
further increase in authorized shares from time to time in the future as
considered appropriate by the Board of Directors.
The overall effect of an issuance of additional shares of
Common Stock and the existence of certain provisions contained in the Company's
Restated Certificate of Incorporation and By-laws may be to render more
difficult the accomplishment of any attempted merger, takeover or other change
in control affecting the Company and/or the removal of the Company's incumbent
Board of Directors and management. For example, without further stockholder
approval, the Board could strategically sell shares of Common Stock in a private
transaction to purchasers who would oppose a takeover or favor the current
Board. Although this proposal to increase the authorized Common Stock has been
prompted by business and financial considerations and not by the threat of any
hostile takeover attempt (nor is the Board currently aware of any such attempts
directed at the Company), stockholders should be aware that approval of the
proposal could facilitate future efforts by the Company to deter or prevent
changes in control of the Company, including transactions in which the
stockholders might otherwise receive a premium for their shares over then
current market prices.
If approved, the proposed amendment will become effective upon
filing with the Secretary of State of the State of Delaware. The proposed
amendment would change the first paragraph of Article IV of the Company's
Restated Certificate of Incorporation to read in its entirety as follows:
"The total number of shares of capital stock which the
Corporation shall have authority to issue is One Million (1,000,000)
shares of preferred stock, $.01 par value per share (the "Preferred
Stock"), and Fifty Million (50,000,000) shares of common stock, $.005
par value per share (the "Common Stock")."
The Board of Directors recommends that the stockholders vote
FOR the amendment. It is the intention of the persons named in the accompanying
Proxy to vote the shares represented thereby for the amendment unless otherwise
instructed therein.
<PAGE>
4
II. 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.
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 August 31, 2000, 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>
Massachusetts Financial Services Company (1)
500 Boylston Street
15th Floor
Boston, Massachusetts 02116 1,272,386 8.0%
William D. Witter, Inc. (2)
One Citicorp Center
153 East 53rd Street
New York, New York 10022 1,132,400 7.1%
</TABLE>
----------
* Share numbers reflect the two-for-one split of the Common Stock, effected
in the form of a 100% Common Stock dividend, payable on August 28, 2000 to
stockholders of record on August 16, 2000.
(1) Information as to Massachusetts Financial Services Company is based upon
reports on Schedule 13G filed with the Securities and Exchange Commission
(the "Commission") by such stockholder on June 30, 2000.
(2) Information as to William D. Witter, Inc. is based upon reports on
Schedule 13G filed with the Commission by such stockholder on July 5,
2000.
<PAGE>
5
Security Ownership of Directors and Executive Officers
The following table sets forth, as of August 31, 2000, the
number of shares of Common Stock of the Company beneficially owned by each of
the Company's directors, each of the Company's four 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)........................... 278,430 1.7%
Richard P. Adelson (3)........................... 74,034 *
David Cammarata (4).............................. 32,732 *
James B. Douglass, Ph.D. (5) .................... 12,500 *
John L. Cassis (6)............................... 30,674 *
Richard J. Cote, M.D. (7)........................ 210,062 1.3%
George S. Frazza (8)............................. 29,766 *
David J. Galas, Ph.D. (9)........................ 7,088 *
Joseph A. Mollica, Ph.D. (10).................... 26,264 *
Marcel Rozencweig, M.D. (11)..................... 21,264 *
All directors and executive officers as a group (10 persons) (2), (3), (4),
(5), (6), (7), (8), (9), (10), (11).......................................
722,814 4.4%
</TABLE>
-------------
* Less than one percent.
(1) Share numbers reflect the two-for-one split of the Common Stock, effected
in the form of a 100% Common Stock dividend, payable on August 28, 2000 to
stockholders of record on August 16, 2000. Amounts and percentages include
outstanding warrants or options which are exercisable within 60 days of
August 31, 2000.
(2) Includes 144,824 shares issuable pursuant to currently exercisable stock
options and 1,064 shares issuable pursuant to currently exercisable
warrants.
(3) Consists of 74,034 shares issuable pursuant to currently exercisable stock
options.
(4) Includes 26,398 shares issuable pursuant to currently exercisable stock
options.
(5) Consists of 12,500 shares issuable pursuant to currently exercisable stock
options.
(6) Includes 5,000 shares held by Tower Hall Profit Sharing Trust for the
benefit of Mr. Cassis.
(7) Includes 74,616 shares issuable pursuant to currently exercisable stock
options.
(8) Includes 14,766 shares issuable pursuant to currently exercisable stock
options.
(9) Consists of 7,088 shares issuable pursuant to currently exercisable stock
options.
(10) Consists of 26,264 shares issuable pursuant to currently exercisable stock
options.
(11) Consists of 21,264 shares issuable pursuant to currently exercisable stock
options.
<PAGE>
6
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
amendment to the Restated Certificate of Incorporation of the Company to
increase the authorized Common Stock. 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.
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.
New York, New York Richard P. Adelson, Secretary
September 22, 2000
<PAGE>
[IMPATH LOGO]
PROXY - SPECIAL MEETING OF STOCKHOLDERS - October 23, 2000
COMMON STOCK
The undersigned, a stockholder of IMPATH Inc., does hereby
appoint Anu D. Saad, Ph.D. and Richard P. Adelson, or either of them, each with
full power of substitution, the undersigned's proxies, to appear and vote at the
Special Meeting of Stockholders to be held on Monday, October 23, 2000, 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. Approval of amendment to the Company's Restated Certificate of Incorporation
to increase the number of shares of authorized common stock from 20,000,000 to
50,000,000.
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 ITEM 1, IT WILL BE VOTED "FOR" THE ITEM.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
Dated, 2000
------------------,
(L.S.)
------------------------
(L.S.)
------------------------
Stockholder(s) Sign Here
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
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.
