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 (Amendment No.)
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 Only
(as permitted by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Senesco Technologies, 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:
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(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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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials.
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|_| 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
SENESCO TECHNOLOGIES, INC.
34 Chambers Street
Princeton, New Jersey 08542
To Our Stockholders:
You are most cordially invited to attend the 2000 Annual Meeting of
Stockholders of Senesco Technologies, Inc. at 10:00 A.M., local time, on
November 30, 2000, at The Nassau Inn at 10 Palmer Square, Princeton, New Jersey
08542.
The Notice of Meeting and Proxy Statement on the following pages describe
the matters to be presented at the meeting.
It is important that your shares be represented at this meeting to assure
the presence of a quorum. Whether or not you plan to attend the meeting, we hope
that you will have your stock represented by either signing, dating and
returning your proxy card in the enclosed envelope, which requires no postage if
mailed in the United States, or vote via the Internet as provided on your proxy
card, each as soon as possible. Your stock will be voted in accordance with the
instructions you have given in your proxy.
Thank you for your continued support.
Sincerely,
/s/ Ruedi Stalder
----------------------------
Ruedi Stalder
Chairman and Chief Executive Officer
<PAGE>
SENESCO TECHNOLOGIES, INC.
34 Chambers Street
Princeton, New Jersey 08542
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held November 30, 2000
The Annual Meeting of Stockholders (the "Meeting") of Senesco Technologies,
Inc., a Delaware corporation (the "Company"), will be held at The Nassau Inn at
10 Palmer Square, Princeton, New Jersey 08542 on November 30, 2000, at 10:00
A.M., local time, for the following purposes:
(1) To elect five directors to serve until the next Annual Meeting of
Stockholders and until their respective successors shall have been duly
elected and qualified;
(2) To ratify the appointment of Goldstein Golub Kessler LLP as independent
auditors for the year ending June 30, 2001; and
(3) To transact such other business as may properly come before the Meeting or
any adjournment or adjournments thereof.
Holders of the Company's common stock, $.01 par value, of record at the
close of business on October 16, 2000 are entitled to notice of and to vote at
the Meeting, or any adjournment or adjournments thereof. A complete list of such
stockholders will be open to the examination of any stockholder at the Company's
principal executive offices at 34 Chambers Street, Princeton, New Jersey 08542
for a period of 10 days prior to the Meeting and at The Nassau Inn on the day of
the Meeting. The Meeting may be adjourned from time to time without notice other
than by announcement at the Meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER OF
SHARES YOU MAY HOLD. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON,
PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY IN THE
ENCLOSED RETURN ENVELOPE OR VIA THE INTERNET. THE PROMPT RETURN OF PROXIES WILL
ENSURE A QUORUM AND SAVE THE COMPANY THE EXPENSE OF FURTHER SOLICITATION. EACH
PROXY GRANTED MAY BE REVOKED BY THE STOCKHOLDER APPOINTING SUCH PROXY AT ANY
TIME BEFORE IT IS VOTED. IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE YOUR
SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH SUCH PROXY CARD
SHOULD BE SIGNED AND RETURNED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.
By Order of the Board of Directors
/s/ Sascha P. Fedyszyn
----------------------
Sascha P. Fedyszyn
Secretary
Princeton, New Jersey
November 3, 2000
The Company's 2000 Annual Report accompanies the Proxy Statement.
<PAGE>
SENESCO TECHNOLOGIES, INC.
34 Chambers Street
Princeton, New Jersey 08542
PROXY STATEMENT
--------------------------------------------------------------------------------
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Senesco Technologies, Inc., a Delaware corporation
(the "Company"), of proxies to be voted at the Annual Meeting of Stockholders of
the Company to be held on November 30, 2000 (the "Meeting"), at The Nassau Inn
at 10:00 A.M., local time, and at any adjournment or adjournments thereof.
Holders of record of the Company's common stock, $0.01 par value (the "Common
Stock"), as of the close of business on October 16, 2000 will be entitled to
notice of and to vote at the Meeting and any adjournment or adjournments
thereof. As of that date, there were 7,872,626 shares of Common Stock issued and
outstanding and entitled to vote. Each share of Common Stock is entitled to one
vote on any matter presented at the Meeting.
If proxies in the accompanying form are properly executed and returned, the
shares of Common Stock represented thereby will be voted in the manner specified
therein. If not otherwise specified, the shares of Common Stock represented by
the proxies will be voted (i) FOR the election of the five nominees named below
as directors, (ii) FOR the ratification of the appointment of Goldstein Golub
Kessler LLP, as independent auditors for the year ending June 30, 2001, and
(iii) in the discretion of the persons named in the enclosed form of proxy, on
any other proposals which may properly come before the Meeting or any
adjournment or adjournments thereof. Any stockholder who has submitted a proxy
may revoke it at any time before it is voted, by written notice addressed to and
received by the Secretary of the Company, by submitting a duly executed proxy
bearing a later date or by electing to vote in person at the Meeting. The mere
presence at the Meeting of the person appointing a proxy does not, however,
revoke the appointment.
The presence, in person or by proxy, of holders of shares of Common Stock
having a majority of the votes entitled to be cast at the Meeting shall
constitute a quorum. The affirmative vote by the holders of a plurality of the
shares of Common Stock represented at the Meeting is required for the election
of directors, provided a quorum is present in person or by proxy. Provided a
quorum is present in person or by proxy, all actions proposed herein, other than
the election of directors, may be taken upon the affirmative vote of
stockholders possessing a majority of the voting power represented at the
Meeting.
Abstentions are included in the shares present at the Meeting for purposes
of determining whether a quorum is present, and are counted as a vote against
for purposes of determining whether a proposal is approved. Broker non-votes
(when shares are represented at the Meeting by a proxy specifically conferring
only limited authority to vote on certain matters and no authority to vote on
other matters) are included in the determination of the number of shares
represented at the Meeting for purposes of determining whether a quorum is
present but are not counted for purposes of determining whether a proposal has
been approved and thus have no effect on the outcome.
This Proxy Statement, together with the related proxy card, is being mailed
to the stockholders of the Company on or about November 3, 2000. The Annual
Report to Stockholders of the Company for the fiscal year ended June 30, 2000
("Fiscal 2000"), including financial statements (the "Annual Report"), is being
mailed together with this Proxy Statement to all stockholders of record as of
October 16, 2000. In addition, the Company has provided brokers, dealers, banks,
voting trustees and their nominees, at the Company's expense, with additional
copies of the Annual Report so that such record holders could supply such
materials to beneficial owners as of October 16, 2000.
<PAGE>
Stockholders may vote either by mailing the enclosed proxy card or via the
internet. Specific instructions to be followed by any registered stockholder
interested in voting via the internet are set forth on the enclosed proxy card.
The internet voting procedures are designed to authenticate the stockholder's
identity and to allow stockholders to vote their shares and confirm that their
instructions have been properly recorded. The Company's website for internet
voting is www.voteproxy.com. If your shares are registered in the name of a bank
or brokerage firm, you still may be eligible to vote your shares electronically
over the internet. Please contact your bank or brokerage firm for additional
information regarding internet voting if your shares are registered in the name
of such bank or brokerage firm.
FORWARD STOCK SPLIT
On September 29, 1999, the Board of Directors of the Company approved and
declared a 2-for-1 forward stock split (the "Stock Split"). Stockholders of
record as of the close of business on October 8, 1999 received one (1)
additional share of the Company's Common Stock for every one (1) share of Common
Stock held on that date. The Stock Split became effective on the NASD OTC
Bulletin Board on October 25, 1999.
REINCORPORATION
On September 30, 1999, the Board of Directors of the Company approved the
reincorporation of the Company solely for the purpose of changing its state of
incorporation from the state of Idaho to the state of Delaware. In order to
facilitate such reincorporation, the Company, on September 30, 1999, merged with
and into Senesco Technologies, Inc., a Delaware Corporation (the
"Reincorporation"). Stockholder approval for the Reincorporation was obtained at
the January 21, 1999 Special Meeting of Stockholders.
2
<PAGE>
ELECTION OF DIRECTORS
On January 21, 1999, the By-laws of the Company were amended by vote of the
stockholders to divide the Board of Directors of the Company into two classes:
(i) Class A consisting of four directors each of whom were elected to a one-year
term; and (ii) Class B consisting of one director who was elected to a two-year
term. On October 2, 2000, the Board of Directors, by unanimous written consent,
amended the By-laws of the Company (the "Amended By-laws") to declassify the
Board of Directors. The Amended By-laws eliminated the Class A and Class B
distinction between members of the Board of Directors, however, the total number
of directors constituting the entire Board of Directors of the Company remains
unchanged at five. Pursuant to the Amended By-laws, all five directors are of a
single class and have a one-year term.
At the Meeting, five directors are to be elected (which number shall
constitute the entire Board of Directors of the Company) to hold office until
the next Annual Meeting of Stockholders and until their successors shall have
been duly elected and qualified.
Unless otherwise specified in the proxy, it is the intention of the persons
named in the enclosed form of proxy to vote the stock represented thereby for
the election as directors, each of the persons whose names and biographies
appear below. All of the persons whose names and biographies appear below are at
present directors of the Company. In the event any of the nominees should become
unavailable or unable to serve as a director, it is intended that votes will be
cast for a substitute nominee designated by the Board of Directors. The Board of
Directors has no reason to believe that the nominees named will be unable to
serve if elected. Each nominee has consented to being named in this Proxy
Statement and to serve if elected.
The current members of the Board of Directors and nominees for election to
the Board are as follows:
Served as a Position with
Name Age Director Since The Company
---- --- -------------- -----------
Ruedi Stalder 59 1999 Chairman of the Board, Chief
Executive Officer and Director
Steven Katz 52 1999 President, Chief Operating
Officer and Director
Philip O. Escaravage 24 1999 Vice Chairman of the Board
Christopher Forbes 49 1999 Director
Thomas C. Quick 45 1999 Director
3
<PAGE>
The principal occupations and business experience, for at least the past
five years, of each director and nominee is as follows:
Ruedi Stalder, a director of the Company, was appointed as Chairman and
Chief Executive Officer of the Company on January 10, 2000. Mr. Stalder is a
former member of the Executive Board of Credit Suisse First Boston and former
Chief Executive Officer of the Americas Region of Credit Suisse Private Banking.
Mr. Stalder joined Credit Suisse in 1980 as a founding member and Deputy Head of
the Multinational Services Group. In 1986, he became Executive Vice President.
He was named to Credit Suisse's Executive Board in 1989. In 1990, he became Head
of the Commercial Banking Division and a Member of the Executive Committee. From
1991 to 1995, Mr. Stalder was Chief Financial Officer and a Member of the
Executive Board of Credit Suisse First Boston. He became head of Credit Suisse
Private Banking in 1995 and retired in 1998. Prior to moving to the United
States, Mr. Stalder was a member of the Board of Directors for several Swiss
subsidiaries of major corporations including AEG, Bayer, BTR, Hoechst, Saint
Gobain, Solvay and Sony. He is a fellow of the World Economic Forum. Mr. Stalder
received a diploma in advanced finance management from the International
Management Development Institute in Lausanne, Switzerland in 1976. He also
completed the International Senior Managers Program at Harvard University in
1985.
Steven Katz, a director of the Company, was appointed as the President and
Chief Operating Officer of the Company on January 10, 2000. Since 1981, Mr. Katz
has been the President of Steven Katz and Associates, Inc., a management
consulting firm specializing in strategic planning, corporate development, new
product planning, technology licensing, and structuring and securing various
forms of financing. Since July 1998, Mr. Katz has served as a consultant to the
Company and its wholly-owned subsidiary, Senesco, Inc., a New Jersey corporation
("Senesco"). From 1983 to 1984, he was the co-founder and Executive Vice
President of S.K.Y. Polymers, Inc., a bio-materials company. Prior to S.K.Y.
Polymers, Inc., Mr. Katz was Vice President and General Manager of a non-banking
division of Citicorp, N.A. From 1976 to 1980, Mr. Katz held various senior
management positions at National Patent Development Corporation, including
President of three subsidiaries. Prior positions were with Revlon, Inc. (1975)
and Price Waterhouse & Co. (1969 to 1974). Mr. Katz received a Bachelor of
Business Administration degree in Accounting from the City College of New York
in 1969. He is presently a member of the Board of Directors of USA Technologies,
Inc., a publicly-held corporation, and several other private companies.
Phillip O. Escaravage, a director of the Company, was the founder and
President of Senesco, LLC, a New Jersey limited liability company and the
predecessor entity to Senesco since June 1998. Upon Senesco's merger with and
into the Company in January 1999, Mr. Escaravage became the Company's Chairman
and Chief Operating Officer. In October 1999, Mr. Escaravage was appointed the
Chairman, Chief Executive Officer and President of the Company. On January 10,
2000, Mr. Escaravage resigned as Chairman, Chief Executive Officer and President
of the Company and was appointed Vice Chairman of the Company's Board of
Directors. Since June 1997, Mr. Escaravage is also the founder and President of
Escaravage Biological Industries, Inc., an entity engaged in the business of
making investments in early stage biotechnology companies. Mr. Escaravage
received a Bachelor of Arts degree in Economics from Princeton University in
1997. Mr. Escaravage is the son-in-law of Christopher Forbes, a director of the
Company.
Christopher Forbes, a director of the Company, is Vice Chairman of Forbes,
Inc., which publishes Forbes Magazine, a leading business publication. He is
responsible for Forbes' advertising and promotion departments. From 1981 to
1989, Mr. Forbes was Corporate Secretary at Forbes. Prior to 1981, he held the
position of Vice President and Associate Publisher. Mr. Forbes has been a
director of Forbes, Inc. since 1977. Mr. Forbes sits on the Boards of The New
York Historical Society, The Newark Museum, The Business Committee for the Arts,
The Brooklyn Museum, The Friends of New Jersey State Museum, The New York
Academy of Art, The Victorian Society in America, The Princess Margarita
Foundation and the Prince Wales Foundation. He is also a member of the Board of
Advisors of The Princeton University Art Museum, a National Trustee of the
Baltimore Museum of Art, and serves on the Advisory Committee of the Department
of European Decorative Arts of the Museum of Fine Arts in Boston. In 1987, he
was appointed to the Board of Regents of the Cathedral of St. John The Divine in
New York
4
<PAGE>
City. Mr. Forbes received a Bachelor of Arts degree in Art History from
Princeton University in 1972. In 1986, he was awarded the honorary degree of
Doctor of Humane Letters by New Hampshire College. Mr. Forbes is the
father-in-law of Phillip O. Escaravage, a director of the Company.
Thomas C. Quick, a director of the Company, is President, Chief Operating
Officer and a director of Quick & Reilly/ Fleet Securities, Inc., successor to
The Quick & Reilly Group, Inc. ("Quick & Reilly"), a holding company for four
major financial services businesses. Mr. Quick has held this position since
1996. From 1985 to 1996, he was President of Quick & Reilly, Inc., a Quick &
Reilly subsidiary and a national discount brokerage firm. Mr. Quick serves as a
trustee for the Securities Industry Foundation for Economic Education. He is
also a member of the Board of Directors of Best Buddies, a member of the Board
of Trustees, the Investment Advisory Board and the Endowment Committee for the
St. Jude Children's Hospital. He is a trustee and treasurer of the National
Corporate Theater Fund, the United World Colleges and the Alcoholism Council of
New York, and a Trustee of Fairfield University. A graduate of Fairfield
University, Mr. Quick joined the Board of Directors of Fleet in January 1998 in
connection with the acquisition of Quick & Reilly.
The Board of Directors recommends that Stockholders vote FOR each of the
nominees for the Board of Directors.
COMMITTEES AND MEETINGS OF THE BOARD
The Board of Directors held two (2) meetings in Fiscal 2000. During this
period, each member of the Board of Directors attended or participated in at
least 75% of the aggregate of (i) the total number of meetings of the Board of
Directors (held during the period for which such person has been a Director) and
(ii) the total number of meetings held by all Committees of the Board on which
each such Director served (during the periods such Director served).
Furthermore, the Board of Directors often acted by unanimous written consent
during Fiscal 2000. The Board of Directors has two standing committees: the
Audit Committee and the Compensation Committee.
Audit Committee. The Audit Committee was established in July 1999. The
----------------
Audit Committee's responsibilities include: (i) evaluating and recommending to
the Board of Directors the engagement of the Company's independent auditors;
(ii) reviewing and reporting on the results of their audit findings; (iii)
reviewing the Company's periodic reports filed with the Securities and Exchange
Commission; and (iv) monitoring on a periodic basis the internal controls of the
Company. The Audit Committee is currently comprised of Messrs. Christopher
Forbes and Thomas C. Quick. From July 1, 1999 to January 7, 2000, the Audit
Committee consisted of Messrs. Forbes, Katz and Stalder. The Audit Committee
held one meeting during Fiscal 2000.
Compensation Committee. The Compensation Committee was established in July
----------------------
1999. The Compensation Committee makes recommendations concerning salaries and
incentive compensation for management and employees of the Company. The
Compensation Committee currently consists of Messrs. Christopher Forbes and
Thomas C. Quick. From July 1, 1999 to January 7, 2000, the Compensation
Committee consisted of Messrs. Katz, Quick and Stalder. The Compensation
Committee held one meeting during Fiscal 2000.
COMPENSATION OF DIRECTORS
In September 1999, the Company granted each member of the Board of
Directors, both employee members and non-employee members, options to purchase
shares of the Company's Common Stock (the "Options"), on a post-Stock Split
basis, as follows: (i) 40,000 Options to Phillip O. Escaravage at an exercise
price equal to $3.85 per share, with one-half of the Options vesting on
September 7, 1999 and one-half of the Options vesting on June 30, 2000; and (ii)
40,000 Options to each of Messrs. Forbes, Quick, Stalder and Katz at an exercise
price equal to $3.50 per share, with one-half of the Options vesting on
September 7, 1999 and one-half of the Options vesting on June 30, 2000. Steven
Katz, a member of the Board, has received compensation for providing management
consulting services. See "Certain Relationships and Related Transactions."
5
<PAGE>
SCIENTIFIC ADVISORY BOARD
The Company's Scientific Advisory Board is made up of prominent leaders in
the field of transgenic plants. A. Carl Leopold, Ph.D. serves as Chairman of the
Scientific Advisory Board. He is currently a member and a W.H. Crocker Scientist
Emeritus of the Boyce Thompson Institute for Plant Research at Cornell
University. Dr. Leopold has held numerous academic appointments and memberships,
including staff member of the Science and Technology Policy Office during the
Nixon and Ford Administrations, and positions with the National Science
Foundation and the National Aeronautics and Space Administration. Alan B.
Bennett, Ph.D., and William R. Woodson, Ph.D. are the other members of the
Scientific Advisory Board. Dr. Bennett is the Associate Dean of the College of
Agricultural and Environmental Sciences at the University of California, Davis.
His research interests include: the molecular biology of tomato fruit
development and ripening; the molecular basis of membrane transport; and cell
wall disassembly. Dr. Woodson is the Associate Dean of Agriculture and Director
of Agricultural Research Programs at Purdue University. He has been a visiting
professor at many universities worldwide including the John Innis Institute in
England and the Weizmann Institute of Science in Israel. Dr. Woodson has
extensive knowledge in the field of horticultural science and serves on numerous
international and national committees and professional societies.
COMPENSATION OF THE SCIENTIFIC ADVISORY BOARD
During the fiscal year ended June 30, 2000, each member of the Company's
Scientific Advisory Board received $2,500 per quarter as compensation for
serving the Company in such capacity. In addition, Dr. Bennett, a member of the
Scientific Advisory Board, has received compensation as a consultant experienced
in the transgenic plant industry. See "Certain Relationships and Related
Transactions."
In September 1999, the Company granted each member of the Scientific
Advisory Board options to purchase 10,000 shares of the Company's Common Stock,
on a post-Stock Split basis, at an exercise price of $3.50 per share, vesting
upon the completion of a one year term on January 31, 2000.
6
<PAGE>
EXECUTIVE OFFICERS
The following table identifies the current executive officers of the
Company:
<TABLE>
<CAPTION>
Capacities in In Current
Name Age Which Served Position Since
---- --- ------------- --------------
<S> <C> <C> <C>
Ruedi Stalder(1)....................... 59 Chairman and Chief Executive Officer January 2000
Steven Katz (2)........................ 52 President and Chief Operating Officer January 2000
John E. Thompson, Ph.D.(3) ............ 59 Executive Vice President of Research October 1999
and Development (President and Chief
Executive Officer from February 1999
until September 1999)
Sascha P. Fedyszyn (4)................. 25 Vice President of Corporate January 1999
Development and Secretary (Secretary
since January 2000)
Richard J. Sirkin (5).................. 46 Chief Financial Officer and Treasurer February 2000
</TABLE>
(1) Upon the resignation of Phillip O. Escaravage as the Company's Chairman,
President and Chief Executive Officer on January 10, 2000, Mr. Stalder was duly
appointed by the Company's Board of Directors as the Chairman and Chief
Executive Officer of the Company.
(2) Upon the resignation of Phillip O. Escaravage as the Company's Chairman,
President and Chief Executive Officer on January 10, 2000, Mr. Katz was duly
appointed by the Company's Board of Directors as the President and Chief
Operating Officer of the Company.
(3) Dr. Thompson was appointed the Company's President and Chief Executive
Officer in February 1999, and he continued in that capacity until September 1999
when, upon consummation of the Reincorporation, he was appointed Executive Vice
President of Research and Development. Dr. Thompson is the inventor of the
technology that is being developed by the Company. Since July 1990, Dr Thompson
has been the Dean of Science at the University of Waterloo in Waterloo, Ontario,
Canada. Dr. Thompson has a Ph.D. in Biology from the University of Alberta,
Edmonton, and he is a Fellow of the Royal Society of Canada. Dr. Thompson is
also the recipient of a Lady Davis Visiting Fellowship, the Sigma Xi Award for
Excellence in Research, the CSPP Gold Medal, and the Technion Visiting
Fellowship.
(4) Mr. Fedyszyn became the Company's Vice President of Corporate Development in
January 1999 and was appointed Secretary of the Company in January 2000. Mr.
Fedyszyn has been the Vice President of Senesco since its inception in June
1998. Since October 1997, he is also Vice President of Escaravage Biological
Industries, Inc. Mr. Fedyszyn was also a Research Associate at the Logistics
Management Institute from May 1995 to September 1995. Mr. Fedyszyn received a
Bachelor of Arts degree from Princeton University in Biology in June 1997.
(5) Mr. Sirkin was appointed Chief Financial Officer of the Company in February
2000. From April 1993 until February 2000, Mr. Sirkin was the Controller of Dera
Ventures, Inc., a high technology company in the telecommunications industry.
Prior to that, Mr. Sirkin was Controller of the Telmar Group of Companies from
1986 until 1993. He also held the position of Assistant Controller at Leber Katz
Partners from 1984 until 1986, and was the Accounting Manager at the NPS Group
of Companies from 1979 until 1984. Mr. Sirkin received his Bachelor of Science
in Accounting from Northeastern University.
None of the Company's current executive officers is related to any other
executive officer or to any director of the Company. Phillip O. Escaravage
resigned as the Company's Chairman, President and Chief Executive Officer on
January 10, 2000, and he is the son-in-law of Christopher Forbes, a nominee for
director. Executive officers of the Company are elected annually by the Board of
Directors and serve until their successors are duly elected and qualified.
7
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY OF COMPENSATION IN FISCAL 2000 AND 1999
The following Summary Compensation Table sets forth information
concerning compensation during Fiscal 2000 and the year ended June 30, 1999
("Fiscal 1999") for services in all capacities awarded to, earned by or
paid to each person who served as the Company's Chief Executive Officer and
each (i) current executive officer of the Company, or (ii) former executive
officer of the Company who served in such capacity during Fiscal 2000,
whose aggregate cash compensation exceeded $100,000 (collectively, the
"Named Executives").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Long-Term
Annual Compensation
------------------------------------------------------------------------------------------------------------------------------------
Compensation Awards
------------------------------------------------------------------------------------------------------------------------------------
Securities
Other Annual Underlying All Other
Name and Principal Position Year Salary Bonus Compensation Options Compensation
<S> <C> <C> <C> <C> <C> <C>
($) ($) ($) (#) ($)
(a) (b) (c) (d) (e) (g) (i)
------------------------------------------------------------------------------------------------------------------------------------
Ruedi Stalder(1)......................... 2000 -- -- 30,000(2) 40,000(3) --
Chairman and Chief Executive Officer
-- -- -- -- --
1999
------------------------------------------------------------------------------------------------------------------------------------
Steven Katz (4)........................... 2000 -- -- -- 40,000(5) 238,995(6)
President and Chief Operating Officer
1999 -- -- -- -- 177,151(6)
------------------------------------------------------------------------------------------------------------------------------------
Phillip O. Escaravage(7).................. 2000 75,000 -- -- 40,000(8) --
Vice Chairman
1999 37,788 -- -- -- --
------------------------------------------------------------------------------------------------------------------------------------
John E. Thompson, Ph.D.................... 2000 -- -- -- 40,000 36,000(9)
Executive Vice-President of Research
and Development
1999 -- -- -- -- 6,000(9)
------------------------------------------------------------------------------------------------------------------------------------
Sascha P. Fedyszyn(10).................... 2000 55,000 -- -- 30,000 --
Vice President of Corporate
Development and Secretary
1999 29,577 -- -- -- --
------------------------------------------------------------------------------------------------------------------------------------
Richard J. Sirkin(11)..................... 2000 32,885 -- -- 25,000 --
Chief Financial Officer and Treasurer
1999 -- -- -- -- --
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Upon the resignation of Phillip O. Escaravage as the Company's
Chairman, President and Chief Executive Officer on January 10, 2000, Mr.
Stalder was duly appointed by the Company's Board of Directors as the
Chairman and Chief Executive Officer of the Company.
8
<PAGE>
(2) The Company has accrued $30,000 for services provided by Mr. Stalder
during Fiscal 2000.
(3) Options were granted on September 7, 1999 for services performed by Mr.
Stalder in his capacity as a director of the Company.
(4) Upon the resignation of Phillip O. Escaravage as the Company's
Chairman, President and Chief Executive Officer on January 10, 2000, Mr.
Katz was duly appointed by the Company's Board of Directors as the
President and Chief Operating Officer of the Company.
(5) Options were granted on September 7, 1999 for services performed by Mr.
Katz in his capacity as a director of the Company.
(6) Mr. Katz received $177,151 and $238,995 pursuant to an informal
arrangement with the Company to perform consulting services for the Company
in Fiscal 1999 and Fiscal 2000, respectively.
(7) On January 10, 2000, Mr. Escaravage resigned as Chief Executive
Officer, President and Treasurer of the Company and was duly appointed by
the Company's Board of Directors as Vice Chairman of the Board of
Directors.
(8) Options were granted on September 7, 1999 for services performed by Mr.
Escaravage in his capacity as a director of the Company.
(9) Dr. Thompson received $6,000 and $36,000 for consulting services
provided to the Company in Fiscal 1999 and Fiscal 2000, respectively.
(10) Mr. Fedyszyn was appointed Secretary of the Company in January 2000.
(11) Mr. Sirkin was appointed Chief Financial Officer and Treasurer of the
Company in February 2000.
9
<PAGE>
OPTION GRANTS IN FISCAL 2000
The following table sets forth information concerning individual grants of
stock options made pursuant to the 1998 Stock Plan during Fiscal 2000 to each of
the Named Executives and its Chief Executive Officer. The Company has never
granted any stock appreciation rights.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Individual Grants
----------------------------------------------------------------------------------------------------------------------
Number of Percent of
Securities Total Options
Underlying Granted to
Options Employees in Exercise or
Granted Fiscal Year Base Price
Name (#) (%) ($/Sh) Expiration Date
(a) (b)(1) (c)(1) (d) (e)
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ruedi Stalder............................ 40,000(2) (5) 9.3 3.50 September 7, 2009
Phillip O. Escaravage.................... 40,000(2) (5) 9.3 3.85 September 7, 2004
Steven Katz.............................. 40,000(2) (5) 9.3 3.50 September 7, 2009
John E. Thompson, Ph.D................... 40,000(2) 9.3 3.85 September 7, 2004
Sascha P. Fedyszyn....................... 30,000(3) 6.9 3.50 September 7, 2009
Richard J. Sirkin........................ 25,000(4) 5.8 3.375 February 14, 2010
----------------------------------------------------------------------------------------------------------------------
</TABLE>
-----------
(1) An aggregate of 432,000 options were granted pursuant to and in accordance
with the Company's 1998 Stock Incentive Plan during Fiscal 2000. Options
are not assignable or otherwise transferable except by will or the laws of
descent and distribution.
(2) Options were granted on September 7, 1999. Fifty percent of such options
became exercisable on September 7, 1999 and 50% of such options became
exercisable on June 30, 2000.
(3) Options were granted on September 7, 1999. One third of such options were
exercisable on the date of grant and one-third of such options are
exercisable on each of the first and second anniversaries of the date of
grant.
(4) Options were granted on February 14, 2000. One-sixth of such options became
exercisable on the date of grant, one-sixth on the six month anniversary of
the date of grant, and one-third on each of the first and second
anniversaries of the date of grant.
(5) Received such options in capacity as a director of the Company.
10
<PAGE>
AGGREGATED OPTION EXERCISES IN FISCAL 2000 AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information concerning each exercise of
options during Fiscal 2000 by each of the Named Executives and the Chief
Executive Officer and the fiscal year-end value of unexercised in-the-money
options.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
--------------------------------------------------------------------------------------------------------------------------
Number of Value of
Securities Unexercised
Underlying In-the-Money
Unexercised Options at
Options at Fiscal
Shares Fiscal Year-End Year-End
Acquired on Value (#) ($) (1)
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
(a) (b) (c) (d) (e)
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ruedi Stalder................... -- -- 40,000/0 $0/$0
Phillip O. Escaravage........... -- -- 40,000/0 $0/$0
Steven Katz..................... -- -- 40,000/0 $0/$0
John E. Thompson, Ph.D.......... -- -- 40,000/0 $0/$0
Sascha P. Fedyszyn.............. -- -- 20,000/10,000 $0/$0
Richard J. Sirkin............... -- -- 8,334/16,666 $0/$0
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
-----------
(1) Based on a fiscal year end fair market value of the underlying securities
equal to $1.937.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, AND CHANGE-IN-CONTROL
ARRANGEMENTS
On January 21, 1999, Phillip O. Escaravage entered into an employment
contract with Senesco for a term of three years, whereby the Company agreed to
pay Mr. Escaravage a base salary of $55,200 per annum. On July 20, 1999, the
Company's Board approved an increase in Mr. Escaravage's base salary to $75,000.
The contract also provides for bonus payments at the sole discretion of the
Board of Directors, four weeks paid vacation, life and health insurance,
employee benefits on the same basis as made available to senior executives, and,
under certain circumstances, a lump sum payment of 2.99 times his annual base
salary if there is a change in control (as defined in his employment agreement).
On January 10, 1999, Mr. Escaravage resigned as Chief Executive Officer,
President and Treasurer of the Company and was duly appointed by the Company's
Board of Directors as Vice Chairman of the Board of Directors. Mr. Escaravage's
employment contract with the Company remains in full force and effect.
11
<PAGE>
On January 21, 1999, Sascha P. Fedyszyn entered into an employment contract
with Senesco for a term of two years, whereby the Company agreed to pay Mr.
Fedyszyn a base salary of $36,000 per annum. On July 20, 1999, the Company's
Board approved an increase in Mr. Fedyszyn's base salary to $55,000. The
contract also provides for bonus payments at the sole discretion of the Board of
Directors, four weeks paid vacation, life and health insurance, employee
benefits on the same basis as made available to senior executives, and, under
certain circumstances, a lump sum payment of 2.99 times his annual base salary
if there is a change in control (as defined in his employment agreement).
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, officers and stockholders who
beneficially own more than 10% of any class of equity securities of the Company
registered pursuant to Section 12 of the Exchange Act (collectively, the
"Reporting Persons") to file initial statements of beneficial ownership of
securities and statements of changes in beneficial ownership of securities with
respect to the Company's equity securities with the Securities and Exchange
Commission (the "SEC"). All Reporting Persons are required by SEC regulation to
furnish the Company with copies of all reports that such Reporting Persons file
with the SEC pursuant to Section 16(a).
Phillip O. Escaravage, a director and former officer of the Company, Thomas
C. Quick, a director of the Company and John E. Thompson, an officer and a
beneficial owner of greater than 10% of the Company's Common Stock, were each
one day late in filing with the Securities and Exchange Commission their Annual
Statement of Changes in Beneficial Ownership on Form 5. In each case, such
filing was for the disclosure of a grant by the Company to each of Messrs.
Escaravage, Quick and Thompson of options to purchase 40,000 shares of the
Company's Common Stock.
Based solely on the Company's review of the copies of such forms received
by the Company and upon written representations of the Company's Reporting
Persons received by the Company, the Company believes that, except as described
above, there has been compliance with all Section 16(a) filing requirements
applicable to such Reporting Persons.
12
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Company's Common Stock is the only class of stock entitled to vote at
the Meeting. Only stockholders of record as of the close of business on October
16, 2000 (the "Record Date") are entitled to receive notice of and to vote at
the Meeting. As of the Record Date, there are approximately 351 holders of
record of the Company's Common Stock, and the Company has outstanding 7,872,626
shares of its Common Stock, on a post-Stock Split adjusted basis, and each
outstanding share is entitled to one (1) vote at the Meeting. The following
table sets forth certain information, as of the Record Date, with respect to
holdings of the Company's Common Stock by (i) each person known by the Company
to be the beneficial owner of more than 5% of the total number of shares of
Common Stock outstanding as of such date, (ii) each of the Company's directors
(which includes all nominees), Named Executives and Chief Executive Officer, and
(iii) all directors and executive officers as a group.
<TABLE>
<CAPTION>
Amount and Nature of Percent
Name and Address of Beneficial Owner(1) Beneficial Ownership(2) of Class(3)
------------------------------------ - -------------------- --------
(i) Certain Beneficial Owners:
<S> <C> <C>
Michel A. Escaravage................................... 470,738(4) 6.0
701 55 Blue Spring Drive
Waterloo, Ontario
Canada, N2J 4T3
(ii) Directors (which includes all nominees), Named
Executives and Chief Executive Officer:
Ruedi Stalder.......................................... 106,667(5) 1.3
Steven Katz............................................ 91,040(6) 1.2
Phillip O. Escaravage.................................. 1,880,465(7) 23.8
Christopher Forbes..................................... 384,374(8) 4.9
Thomas C. Quick........................................ 77,960(9) 1.0
John E. Thompson, Ph.D................................. 890,000(10) 11.2
Sascha P. Fedyszyn .................................... 57,360(11) *
Richard J. Sirkin...................................... 8,334(12) *
(iii) All Directors and current executive officers as a
group (8 persons)............................. 3,496,200 42.9
</TABLE>
-----------
* Less than 1%
(1) Unless otherwise provided, all addresses should be care of Senesco
Technologies, Inc., 34 Chambers Street, Princeton, New Jersey 08542.
(2) All shares of Common Stock and options to purchase Common Stock within
60 days after the Record Date are indicated on a post-Stock Split basis.
Except as otherwise indicated, all shares are beneficially owned and sole
investment and voting power is held by the persons named.
(3) Applicable percentage of ownership is based on 7,872,626 shares of
Common Stock outstanding, plus any Common Stock equivalents and options or
warrants held by such holder which are presently or will become exercisable
within 60 days after the Record Date, or an aggregate of 268,334 shares of
Common Stock.
13
<PAGE>
(4) Michel A. Escaravage is the brother of Phillip O. Escaravage, the
Company's Vice Chairman. Each brother disclaims beneficial ownership of
each other's shares.
(5) Includes 40,000 shares issuable pursuant to presently exercisable
options or options which will become exercisable within 60 days after the
Record Date.
(6) Includes 40,000 shares issuable pursuant to presently exercisable
options or options which will become exercisable within 60 days after the
Record Date.
(7) Includes 40,000 shares issuable pursuant to presently exercisable
options or options which will become exercisable within 60 days after the
Record Date, and which are directly owned by Mr. Escaravage. Includes
1,840,465 shares held by The Umbrella Project, LLC (the "LLC"), of which
Mr. Escaravage is the sole member of the LLC, and therefore, he is the
indirect beneficial owner of such shares.
(8) Includes 40,000 shares issuable pursuant to presently exercisable
options or options which will become exercisable within 60 days after the
Record Date.
(9) Includes 40,000 shares issuable pursuant to presently exercisable
options or options which will become exercisable within 60 days after the
Record Date.
(10) Includes 40,000 shares issuable pursuant to presently exercisable
options or options which will become exercisable within 60 days after the
Record Date.
(11) Includes 20,000 shares issuable pursuant to presently exercisable
options or options which will become exercisable within 60 days after the
Record Date. Excludes 10,000 shares underlying options which become
exercisable over time after such period.
(12) Includes 8,334 shares issuable pursuant to presently exercisable
options or options which will become exercisable within 60 days after the
Record Date. Excludes 16,666 shares underlying options which become
exercisable over time after such period.
14
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the year ended June 30, 1999, Phillip O. Escaravage, a director,
officer, and stockholder of the Company, paid expenses on the Company's behalf
aggregating $85,179. These amounts were contributed by Mr. Escaravage as capital
to the Company.
In January 1999, the Company entered into an arrangement to sublease office
space from The Umbrella Project, LLC, a company controlled by Phillip O.
Escaravage, a director and stockholder of the Company. This sublease is for a
monthly rental of approximately $5,500 and is on a month-to-month basis. The
Company believes that this arrangement is on terms at least as favorable as the
Company would have received from a third party.
Effective September 1, 1998, the Company entered into a three-year research
and development agreement with John E. Thompson, Ph.D., an officer and
stockholder of the Company, and the University of Waterloo in Waterloo, Ontario,
Canada (the "University"). Dr. Thompson is the Dean of the University. Dr.
Thompson and the University will provide research and development under the
direction of the Company. The agreement is renewable annually by the Company
which has the right of termination upon 30 days' advance written notice. Total
amounts due under the agreement for the three-year period shall be limited to
CAN $825,000. Research and development expense under this agreement for the
years ended June 30, 1999 and 2000 aggregated US $169,140 and US $300,492,
respectively.
Effective May 1, 1999, the Company entered into a consulting agreement for
research and development with John E. Thompson, Ph.D., an officer and
stockholder of the Company. This agreement provides for monthly payments of
$3,000 through June 2001. The agreement shall be automatically renewable for two
additional three-year terms, unless either of the parties provides the other
with written notice within six months of the end of the term.
Christopher Forbes, a director of the Company, is Vice Chairman of Forbes,
Inc., which publishes Forbes Magazine. Forbes, Inc. has provided and will
continue to provide the Company with advertising, introductions to strategic
alliance partners and, from time to time, use of its office space, entertainment
facilities and various other support services. The value of the past and future
services are approximately $205,000. In recognition of the these past services
and services to be provided in the future, the Board of Directors approved and
granted to Forbes, Inc., a warrant to purchase 80,000 shares of Common Stock, on
a post-Stock Split adjusted basis, at an exercise price of $3.50 per share,
which was the fair market value of the Company's Common Stock. Such warrant
vests as follows: 20,000 on the date of grant and 20,000 on each of the first,
second and third anniversary of the date of grant.
Steven Katz, a director and officer of the Company, has an informal
arrangement to perform management consulting services for the Company. Mr. Katz
received $177,151 and $238,995 for such services in Fiscal 1999 and Fiscal 2000,
respectively.
Alan B. Bennett, Ph.D., a member of the Company's Scientific Advisory
Committee, entered into a consulting agreement with the Company, dated July 16,
1999, whereby Dr. Bennett provides consulting services in consideration for
$5,400 per month. Dr. Bennett's consulting agreement with the Company expired on
July 16, 2000. The Company is currently renegotiating a consulting agreement
with Dr. Bennett for the continuation of his consulting services.
15
<PAGE>
Thomas C. Quick, a director of the Company, participated in a private
placement (the "Lionheart Private Placement") of the Company's Common Stock
pursuant to that certain Common Stock Purchase Agreement, dated May 21, 1999. In
connection with the Lionheart Private Placement, Mr. Quick purchased 37,960
shares of the Company's Common Stock, on a post-Stock Split adjusted basis, at
the same per share price and on the same terms and conditions as all other
shares sold to unrelated third parties. Mr. Quick has certain registration
rights with respect to such shares.
Christopher Forbes, a director of the Company, participated in the
Lionheart Private Placement of the Company's Common Stock pursuant to that
certain Common Stock Purchase Agreement, dated May 21, 1999. In connection with
the Lionheart Private Placement, Mr. Forbes purchased 303,676 shares of the
Company's Common Stock on a post-Stock Split basis, at the same per share price
and on the same terms and conditions as all other shares sold to unrelated third
parties. Mr. Forbes has certain registration rights with respect to such shares.
Christopher Forbes, a director of the Company, participated in a private
placement (the "January Private Placement") of the Company's Common Stock
pursuant to that certain Common Stock Purchase Agreement, dated January 26,
2000. In connection with the January Private Placement, Mr. Forbes purchased
17,436 shares of the Company's Common Stock on a post-Stock Split basis, at the
same price per share and on the same terms and conditions as all other shares
sold to unrelated third parties. Mr. Forbes has certain registration rights with
respect to such shares.
Phillip O. Escaravage, a director of the Company, participated in the
January Private Placement of the Company's Common Stock pursuant to that certain
Common Stock Purchase Agreement, dated January 31, 2000. In connection with the
January Private Placement, Mr. Escaravage purchased 34,737 shares of the
Company's Common Stock on a post-Stock Split basis, at the same price per share
and on the same terms and conditions as all other shares sold to unrelated third
parties. Mr. Escaravage has certain registration rights with respect to such
shares.
Ruedi Stalder, a director and officer of the Company participated in a
private placement (the "Fahnestock Private Placement") of the Company's Common
Stock pursuant to that certain Common Stock Purchase Agreement, dated May 31,
2000. In connection with the Fahnestock Private Placement, Mr. Stalder,
purchased 66,667 shares of the Company's Common Stock, on a post-Stock Split
basis, at the same price per share and on the same term and conditions as all
other shares sold to unrelated third parties. Mr. Stalder has certain
registration rights with respect to such shares.
16
<PAGE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company has, subject to stockholder approval,
retained Goldstein Golub Kessler LLP as independent auditors of the Company for
the fiscal year ending June 30, 2001. Neither the firm nor any of its directors
has any direct or indirect financial interest in or any connection with the
Company in any capacity other than as auditors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF GOLDSTEIN GOLUB KESSLER LLP AS THE INDEPENDENT AUDITORS OF THE
COMPANY FOR THE FISCAL YEAR ENDING JUNE 30, 2001.
One or more representatives of Goldstein Golub Kessler LLP is expected to
attend the Meeting and have an opportunity to make a statement and/or respond to
appropriate questions from stockholders.
For fiscal year ending June 30, 1999, the Company selected Goldstein Golub
Kessler LLP to act as auditors for the Company and informed the prior auditors,
Jones, Jensen & Company, LLC, of its decision. In connection with its audit for
the period ended June 30, 1998 and thereafter, there were no disagreements with
the prior auditors on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures. The prior
auditors' report on the Company's financial statements for the period ended June
30, 1998 contained no adverse opinion or disclaimer of opinion and was not
modified or qualified as to uncertainty, audit scope, or accounting principles.
The decision to change accountants was approved by the Board of Directors of the
Company. Prior to retaining Goldstein Golub Kessler LLP, the Company had not
consulted with Goldstein Golub Kessler LLP regarding accounting principles or
the type of opinion that would be rendered on the Company's financial
statements.
STOCKHOLDERS' PROPOSALS
Stockholders who wish to submit proposals for inclusion in the Company's
proxy statement and form of proxy relating to the 2001 Annual Meeting of
Stockholders must advise the Secretary of the Company of such proposals in
writing by June 28, 2001.
OTHER MATTERS
The Board of Directors is not aware of any matter to be presented for
action at the Meeting other than the matters referred to above and does not
intend to bring any other matters before the Meeting. However, if other matters
should come before the Meeting, it is intended that holders of the proxies will
vote thereon in their discretion.
GENERAL
The accompanying proxy is solicited by and on behalf of the Board of
Directors of the Company, whose notice of meeting is attached to this Proxy
Statement, and the entire cost of such solicitation will be borne by the
Company.
In addition to the use of the mails, proxies may be solicited by personal
interview, telephone and telegram by directors, officers and other employees of
the Company who will not be specially compensated for these services. The
Company will also request that brokers, nominees, custodians and other
fiduciaries forward soliciting materials to the beneficial owners of shares held
of record by such brokers, nominees, custodians and other fiduciaries. The
Company will reimburse such persons for their reasonable expenses in connection
therewith.
Certain information contained in this Proxy Statement relating to the
occupations and security holdings of directors and officers of the Company is
based upon information received from the individual directors and officers.
17
<PAGE>
SENESCO TECHNOLOGIES, INC. WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS
REPORT ON FORM 10-KSB FOR THE YEAR ENDED JUNE 30, 2000, INCLUDING FINANCIAL
STATEMENTS AND SCHEDULES THERETO BUT NOT INCLUDING EXHIBITS, TO EACH OF ITS
STOCKHOLDERS OF RECORD ON OCTOBER 16, 2000 AND TO EACH BENEFICIAL STOCKHOLDER ON
THAT DATE UPON WRITTEN REQUEST MADE TO THE SECRETARY OF THE COMPANY. A
REASONABLE FEE WILL BE CHARGED FOR COPIES OF REQUESTED EXHIBITS.
PLEASE DATE, SIGN AND RETURN THE PROXY CARD AT YOUR EARLIEST CONVENIENCE IN
THE ENCLOSED RETURN ENVELOPE OR VIA THE INTERNET. A PROMPT RETURN OF YOUR PROXY
CARD WILL BE APPRECIATED AS IT WILL SAVE THE EXPENSE OF FURTHER MAILINGS.
By Order of the Board of Directors
/s/ Sascha P. Fedyszyn
Secretary
Princeton, New Jersey
November 3, 2000
18
<PAGE>
SENESCO TECHNOLOGIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE CORPORATION FOR THE ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby constitutes and appoints Reudi Stalder and Sascha P.
Fedyszyn, and each of them, his or her true and lawful agent and proxy with full
power of substitution in each, to represent and to vote on behalf of the
undersigned all of the shares of Senesco Technologies, Inc. (the "Company")
which the undersigned is entitled to vote at the Annual Meeting of Stockholders
of the Company to be held at The Nassau Inn at 10:00 A.M., local time, on
November 30, 2000, and at any adjournment or adjournments thereof, upon the
following proposals more fully described in the Notice of Annual Meeting of
Stockholders and Proxy Statement for the Meeting (receipt of which is hereby
acknowledged).
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1, 2 AND 3.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>
ANNUAL MEETING OF STOCKHOLDERS of
SENESCO TECHNOLOGIES, INC.
NOVEMBER 30, 2000
PROXY VOTING INSTRUCTIONS
TO VOTE BY MAIL
---------------
Please date, sign and mail your proxy card in the envelope provided as soon as
possible.
TO VOTE BY INTERNET
-------------------
Please access the web page at "WWW.VOTEPROXY.COM" and follow the on-screen
Instructions. Have your control number available when you access the web page.
YOUR CONTROL NUMBER IS [ ]
Please Detach and Mail in the Envelope Provided
A [X] Please mark your votes as indicated in this example.
1. ELECTION OF DIRECTORS. (Mark one only)
Nominees: Phillip O. Escaravage
FOR all nominees listed to the right Christopher Forbes
(except as marked to the contrary below) | | Steven Katz
Thomas C. Quick
VOTE WITHHELD from all nominees | | Ruedi Stalder
VOTE FOR all nominees listed at right, except vote
withheld from the following nominee (if any).
-----------------------------------------------------
2. APPROVAL OF PROPOSAL TO RATIFY THE APPOINTMENT OF GOLDSTEIN GOLUB KESSLER
LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING
JUNE 31, 2001.
FOR | | AGAINST | | ABSTAIN | |
3. In his discretion, the proxy is authorized to vote upon other matters as
may properly come before the Meeting.
THIS PROXY MUST BE SIGNED EXACTLY AS THE NAME APPEARS HEREON. WHEN SHARES
ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. IF THE SIGNER IS A
CORPORATION, PLEASE SIGN FULL CORPORATE NAME BY DULY AUTHORIZED OFFICER,
GIVING FULL TITLE AS SUCH. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP
NAME BY AUTHORIZED PERSON.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE.
I will | | Attend the meeting will not | |
Signature of Stockholder
------------------------
Signature of Stockholder if held jointly
---------------------------
DATED: , 2000
------
NOTE:Please sign exactly as your name appears on your stock certificates. When
shares are held by joint tenants, both should sign. When signing as
executor, administrator, attorney, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporate name by
president or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
