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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:
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[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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APPLIED ANALYTICAL INDUSTRIES, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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):
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(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.:
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(4) Date Filed:
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[AAI Logo]
APPLIED ANALYTICAL INDUSTRIES, INC.
2320 SCIENTIFIC PARK DRIVE
WILMINGTON, NORTH CAROLINA 28405
PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
October __, 2000
This Proxy Statement is furnished in connection with the solicitation
of the enclosed proxy by the Board of Directors of Applied Analytical
Industries, Inc. (the "Company") for use at the special meeting of stockholders
(the "Special Meeting") to be held on November 15, 2000 at 10:00 a.m., North
Carolina time, at the corporate office of the Company, located at 2320
Scientific Park Drive, Suite 185, Wilmington, North Carolina 28405, and at any
adjournment thereof, for the purposes set forth in the Notice of Special Meeting
of Stockholders. This Proxy Statement and the form of proxy enclosed are being
mailed to stockholders commencing on or about October __, 2000.
VOTING RIGHTS AND PROCEDURES
Only stockholders of record of the Common Stock of the Company at the
close of business on October 12, 2000 will be entitled to vote at the Special
Meeting. As of that date, a total of 17,________ shares of Common Stock were
outstanding, each share being entitled to one vote. The approval of the
amendment to the Company's Restated Certificate of Incorporation to change the
Company's name requires the affirmative vote of a majority of the shares of
Common Stock outstanding. Accordingly, an abstention and a broker non-vote will
have the same effect as a negative vote on this matter. Under the Restated
Certificate of Incorporation of the Company, the business transacted at any
special meeting of stockholders shall be limited to matters relating to the
purpose stated in the notice of such meeting. As a result, no business shall be
brought before the foregoing special meeting of stockholders other than the
amendment to change the Company's name, matters relating to such amendment, and
procedural matters such as motions of adjournment and closure of the meeting.
Any such other matters that may properly be brought before the meeting requires
the affirmative vote of a majority of the shares present or represented at the
meeting and entitled to vote. On such matters, an abstention will have the same
effect as a negative vote but, because shares held by brokers will not be
considered entitled to vote on matters as to which the brokers withhold
authority, a broker non-vote will have no effect on votes on these matters.
Shares of the Company's Common Stock represented by proxies in the form
solicited will be voted in the manner directed by the stockholder. If no
direction is given, the proxy will be voted FOR the amendment to the Company's
Restated Certificate of Incorporation changing the Company's name from "Applied
Analytical Industries, Inc." to "aaiPharma Inc." There are no other matters to
be acted upon at the Special Meeting other than those set forth in the
accompanying Notice of Special Meeting with respect to the name change of the
Company, matters relating to such name change, and such procedural matters as
are necessary or appropriate in conducting the Special Meeting such
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as motions of adjournment and closure of the meeting. In the event that any
other matters properly come before the Special Meeting and call for a vote of
stockholders, the persons named as proxies in the enclosed form of proxy will
vote in accordance with their best judgment on these matters. A proxy may be
revoked at any time before being exercised by delivery to the Secretary of the
Company of a written notice of termination of the proxy's authority or a duly
elected proxy bearing a later date.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information known to the Company
with respect to beneficial ownership of the Company's Common Stock as of October
12, 2000 by (i) each stockholder known by the Company to be the beneficial owner
of more than 5% of the Company's Common Stock, (ii) each director, (iii) each
named executive officer and (iv) all executive officers and directors as a
group.
NUMBER OF SHARES PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED(A) SHARES
------------------------ --------------------- ------
Frederick D. Sancilio, Ph.D. (b).......... 4,663,891
James L. Waters (c)....................... 2,411,575
The Goldman Sachs Group, L.P. (d)......... 2,875,385
Brown Capital Management, Inc. (e)........ 1,511,000
Joseph H. Gleberman (f)................... -- --
John M. Ryan.............................. 38,334 *
James G. Martin, Ph.D..................... 18,167 *
Richard G. Morrison ...................... -- --
William H. Underwood (g).................. 237,169
Eugene T. Haley........................... 39,967 *
Frances M. Sakers (h)..................... 2,900 *
William J. Blank.......................... 18,334 *
Richard Parker............................ 409,136
All executive officers and directors as a
group (15 persons) ....................... 7,885,862
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* Less than 1%
(a) Unless otherwise indicated below, the persons and entities named in the
table have sole voting and sole investment power with respect to all
shares beneficially owned, subject to community property laws where
applicable. Information in the table reflects options granted under the
Company's 1995 Stock Option Plan, 1996 Stock Option Plan and the 1997
Stock Option Plan to the extent such options are or become exercisable
within 60 days. Accordingly, the totals for the following executive
officers and directors and all executive officers and directors as a
group includes the following shares represented by options: Mr. Ryan,
38,334 shares; Mr. Underwood, 43,680 shares; Mr. Haley, 32,667 shares;
Dr. Martin, 16,667 shares; Mr. Parker, 3,250 shares; and all executive
officers and directors as a group, 172,821 shares.
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(b) Dr. Sancilio's address is 2320 Scientific Park Drive, Wilmington, North
Carolina 28405.
(c) Includes 461,057 shares of Common Stock beneficially owned by Mr. Waters'
spouse. Mr. Waters' address is 47 New York Avenue, Framingham,
Massachusetts 01701.
(d) Based on certain filings with the Securities and Exchange Commission,
represents 2,875,385 shares owned by certain investment partnerships,
of which affiliates of The Goldman Sachs Group, L.P. ("GS Group") are
the general partner, managing general partner or general manager.
Includes 1,428,549 shares held of record by GS Capital Partners II,
L.P.; 567,908 shares held of record by G.S. Capital Partners II
Offshore, L.P.; 120,552 shares held of record by Bridge Street Fund
1995, L.P.; 107,132 shares held of record by Stone Street Fund 1995,
L.P.; 52,691 shares held of record by Goldman, Sachs & Co. Verwaltungs
GmbH, as nominee for GS Capital Partners II Germany Civil Law
Partnership; 264 shares held by Greene Street 1998 Exchange Fund, L.P.
("Greene Street"), an affiliate of Goldman, Sachs & Co. and the GS
Group is the general partner of Greene Street, 40 shares acquired in
the ordinary course of trading activities, and 598,249 shares held in
managed accounts. GS Group disclaims beneficial ownership of the shares
owned by such investment partnerships to the extent attributable to
partnership interests therein held by persons other than GS Group and
its affiliates. Each of such investment partnerships shares voting and
investment power with certain of its respective affiliates. The address
of the GS Group is 85 Broad Street, New York, New York 10004.
(e) Based on Schedule 13G filed by Brown Capital Management, Inc. with the
Securities and Exchange Commission dated December 31, 1999. The address
of Brown Capital Management, Inc. is 1201 N. Calvert Street, Baltimore,
Maryland 21202.
(f) Mr. Gleberman, a managing director of Goldman, Sachs & Co., disclaims
beneficial ownership of the 2,875,385 shares which may be deemed
beneficially owned by GS Group as described in note (d) above.
(g) Includes 925 shares beneficially owned by Mr. Underwood's children.
(h) Ms. Sakers resigned from all offices and positions at the Company
effective October 13, 1999.
APPROVAL OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION
Article First of the Company's Restated Certificate of Incorporation
(the "Charter") currently provides that the Company's name is "Applied
Analytical Industries, Inc."
By a unanimous written consent effective September 13, 2000, the Board
of Directors has deemed advisable, approved and recommended that the
stockholders of the Company approve a proposal to amend Article First of the
Restated Certificate of Incorporation to change the Company's name to "aaiPharma
Inc.", by approval of the following resolution:
RESOLVED, THAT ARTICLE FIRST OF THE COMPANY'S RESTATED
CERTIFICATE OF INCORPORATION IS HEREBY DELETED IN ITS ENTIRETY
AND REPLACED WITH THE FOLLOWING NEW ARTICLE FIRST:
"FIRST: THE NAME OF THE CORPORATION IS
AAIPHARMA INC."
The affirmative vote of a majority of the issued and outstanding shares
of the Company's Common Stock voting at the Special Meeting at which a quorum is
present is required to approve the proposed amendment.
The Board of Directors believes that the proposal should be adopted to
better reflect the strategic direction of the Company as a specialty
pharmaceutical company. The Company is involved in a broad array of
pharmaceutical development, manufacturing and product sales activities and the
new name better reflects these activities.
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The Board of Directors recommends a vote FOR the approval of the
foregoing amendment of the Company's Restated Certificate of Incorporation.
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Under the applicable rules of the Securities and Exchange Commission, a
stockholder who wishes to submit a proposal for inclusion in the proxy statement
of the Board of Directors for the annual meeting of stockholders to be held in
the spring of 2001 must submit such proposal in writing to the Secretary of the
Company at the Company's principal executive offices no later than December 1,
2000.
The By-laws of the Company establish an advance notice procedure for
stockholder proposals to be brought before a meeting of stockholders of the
Company and for nominations by stockholders of candidates for election as
directors at an annual meeting at which directors are to be elected. Subject to
any other applicable requirements, only such business may be conducted at a
meeting of stockholders as has been brought before the meeting by, or at the
direction of, the Board of Directors or by a stockholder who has given to the
Secretary of the Company timely written notice, in proper form, of the
stockholder's intention to bring that business before the meeting. The presiding
officer at such meeting has the authority to make such determinations. Only
persons who are selected and recommended by the Board of Directors or by a
committee of the Board of Directors designated to make nominations, or who are
nominated by a stockholder who has given timely written notice, in proper form,
to the Secretary prior to a meeting at which directors are to be elected, will
be eligible for election as directors of the Company.
To be timely, notice of nominations or other business to be brought
before any meeting must be received by the Secretary of the Company not later
than 120 days in advance of the anniversary date of the Company's proxy
statement for the previous year's annual meeting or, in the case of special
meetings, at the close of business on the tenth day following the date on which
notice of such meeting is first given to stockholders. Accordingly, any notice
of nominations or other business to be brought before the 2001 annual meeting of
stockholders must be received by the Secretary of the Company by December 1,
2000. The notice of any stockholder proposal or nomination for election as a
director must set forth the various information required under the By-laws. The
person submitting the notice of nomination and any person acting in concert with
such person must provide, among other things, the name and address under which
they appear on the Company's books (if they so appear) and the class and number
of shares of the Company's capital stock that are beneficially owned by them.
Any stockholder desiring a copy of the Company's By-laws will be furnished one
without charge upon written request to the Secretary of the Company at 2320
Scientific Park Drive, Wilmington, North Carolina 28405.
OTHER MATTERS
The Board knows of no other matters which will be presented to the
Special Meeting and, pursuant to the Restated Certificate of Incorporation of
the Company, no matters may be brought before a special meeting of the
stockholders other than those noticed in the Notice of the Special Meeting. If,
however, any other matter is properly presented at the Special Meeting, the
proxy solicited by this Proxy Statement will be voted in accordance with the
judgment of the person or persons holding such proxy.
By Order of the Board of Directors,
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Gregory S. Bentley
Secretary
Wilmington, North Carolina
October ___, 2000
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE
REQUESTED TO SIGN AND RETURN THE ACCOMPANYING PROXY
IN THE ENCLOSED POSTPAID ENVELOPE.
