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
INTERNATIONAL ISOTOPES INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than 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:
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( ) 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:
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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>
INTERNATIONAL ISOTOPES INC.
3100 Jim Christal Road
Denton, Texas 76207-9987
(940) 484-9492
---------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 22, 1999
---------------
To the Shareholders of
INTERNATIONAL ISOTOPES INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
International Isotopes Inc. (the "Company"), a Texas corporation, will be held
at the Company's offices at 3100 Jim Christal Road, Denton, Texas, on Tuesday,
June 22, 1999, at 2:00 p.m., Denton, Texas time, for the following purposes:
1 To elect nine directors to serve until the next succeeding annual
meeting and until their respective successors are elected and qualified;
2 To ratify the appointment by the Board of Directors of KPMG LLP as
independent certified public accountants of the Company for the fiscal year
ending December 31, 1999; and
3 To transact such other business as properly may come before the
meeting or any adjournment thereof.
The close of business on April 30, 1999 has been fixed by the Board of
Directors as the record date for the Annual Meeting. Only shareholders of record
on that date will be entitled to notice of and to vote at the Annual Meeting or
any adjournment thereof, notwithstanding transfer of any stock on the books of
the Company after such record date. The stock transfer books will not be closed.
A Proxy Statement, form of Proxy, and copy of the Annual Report (including
the Company's Form 10-K as filed with the Securities and Exchange Commission) on
the Company's operations during the fiscal year ended December 31, 1998,
accompany this notice.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING. IF
YOU DO NOT EXPECT TO ATTEND IN PERSON, PLEASE SIGN AND DATE THE ENCLOSED FORM OF
PROXY AND RETURN IT TO THE ADDRESS SET FORTH ON THE REVERSE SIDE OF THE PROXY.
SHAREHOLDERS WHO ATTEND THE ANNUAL MEETING MAY REVOKE THEIR PROXIES AND VOTE IN
PERSON IF THEY DESIRE.
By Order of the Board of Directors
VIRGIL L. SIMMONS
Secretary
May 21, 1999
<PAGE>
INTERNATIONAL ISOTOPES INC.
3100 Jim Christal Road
Denton, Texas 76207-9987
(940) 484-9492
---------------
PROXY STATEMENT
For the Annual Meeting of Shareholders
To be Held on June 22, 1999
SOLICITATION OF PROXIES
This Proxy Statement is furnished to shareholders of International Isotopes
Inc., a Texas corporation (the "Company"), in connection with the solicitation
of proxies by the Board of Directors to be voted at the Annual Meeting of
Shareholders of the Company to be held at the Company's offices at 3100 Jim
Christal Road, Denton, Texas, on Tuesday, June 22, 1999, at 2:00 p.m., Denton,
Texas time, or at any adjournment thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders. References herein to the
"Company" include its subsidiary, unless the context otherwise requires.
This Proxy Statement and form of Proxy are being mailed to shareholders on
or about May 21, 1999. If the enclosed form of Proxy is executed and returned,
it may nevertheless be revoked by the shareholder at any time by filing with the
Secretary of the Company a written revocation or a duly executed proxy bearing a
later date. A shareholder who attends the meeting in person may revoke his or
her proxy at that time and vote in person if so desired. All proxies duly
signed, dated, and returned will be voted as specified therein, but unless
otherwise specified, will be deemed to grant authority to vote:
(1) FOR the election of the nine nominees listed under "Election of
Directors" as nominees of the Company for election as directors; and
(2) FOR the ratification of the appointment by the Board of Directors
of KPMG LLP as independent certified public accountants of the Company for
the fiscal year ending December 31, 1999.
The enclosed Proxy is solicited by and on behalf of the Board of Directors
of the Company. The Company is unaware of any additional matters not set forth
in the Notice of Annual Meeting of Shareholders that will be presented for
consideration at the Annual Meeting. If any other matters are properly brought
before the Annual Meeting and presented for a vote of the shareholders, the
persons named in the Proxy will vote in accordance with their best judgment upon
such matters, unless otherwise restricted by law.
The cost of solicitation of proxies will be borne by the Company. In
addition to the use of the mails, proxies may also be solicited by personal
interview, facsimile transmission, and telephone by directors, officers,
employees, and agents of the Company. The Company will also supply brokers,
nominees, or other custodians with the numbers of Proxy forms, Proxy Statements,
and Annual Reports they may require for forwarding to beneficial owners, and the
Company will reimburse such persons for their expense in so doing.
<PAGE>
OUTSTANDING CAPITAL STOCK AND STOCK OWNERSHIP OF
DIRECTORS, CERTAIN EXECUTIVE OFFICERS
AND PRINCIPAL SHAREHOLDERS
The record date for the determination of the shareholders entitled to
notice of and to vote at the Annual Meeting has been established by the Board of
Directors as the close of business on April 30, 1999. As of April 23, 1999, the
Company had issued and outstanding and entitled to vote at the Annual Meeting
7,511,625 shares of Common Stock, par value $.01 per share ("Common Stock").
(For a description of the voting rights of the Common Stock, see "Quorum and
Voting" herein.)
The following table sets forth information as of April 23, 1999, regarding
the beneficial ownership of the Company's Common Stock by each person or group
known by management of the Company to own more than five percent of the
outstanding shares of Common Stock of the Company, by each of the Company's
executive officers named in the Summary Compensation Table below, by each of the
Company's directors and by all of its directors and executive officers as a
group.
<TABLE>
<CAPTION>
Shares of Common Stock Beneficially
Owned and Percentage of Outstanding
Shares as of
April 23, 1999
Name Number(1) Percent
---- --------- -------
<S> <C> <C>
Ira Lon Morgan...................................................................... 1,144,940 15.2%
Virgil L. Simmons................................................................... 226,342 3.1%
John M. McCormack (2)............................................................... 530,875 7.1%
William W. Nicholson (3)............................................................ 621,875 8.3%
Carl W. Seidel (4).................................................................. 200,000 2.7%
Tommy L. Thompson (4) (5)........................................................... 219,625 2.9%
Robert J. Gary...................................................................... 125,000 1.7%
Frederick J. Bonte (4).............................................................. 3,433 *
Charles LeMaistre(4)................................................................ 3,333 *
Gaylord King (4).................................................................... 45,000 *
--------- ------
Directors and executive officers as a
group (14 persons)(2).............................................................. 3,253,090 43.3%
</TABLE>
* Less than 1%
(1) Unless otherwise indicated, to the knowledge of the Company, all shares are
owned directly and the owner has sole voting and investment power.
(2) Includes an aggregate of 396,000 shares benefically owned by Mr.
McCormack's children. Mr. McCormack disclaims beneficial ownership of the
shares owned by his children.
(3) Includes 94,000 shares benefically owned by Auric, of which Mr. Nicholson
is a partner. Does not include 15,000 options owned by Auric not
exercisable within 60 days of April 30, 1999.
(4) Includes options to purchase 50,000, 40,000, 20,000, 3,333, 3,333 and
153,333 shares of Common Stock granted to Messrs. Seidel, Thompson, King
(and his wife), Bonte, LeMaistre and all directors and executive officers
as a group, respectively, that are exercisable within 60 days of April 30,
1999. Does not include options to purchase 25,000, 20,000, 10,000, 6,667,
6,667 and 69,667 shares of Common Stock granted to Messrs. Seidel,
Thompson, King (and his wife), Bonte, LeMaistre and all directors and
executive officers as a group, respectively, that are not exercisable
within 60 days of April 30, 1999.
(5) Includes 15,625 shares owned by Mr. Thompson's spouse. Mr. Thompson
disclaims beneficial ownership of the shares owned by his spouse.
-2-
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers to file reports relating to their ownership and
change in ownership of the Company's Common Stock with the Securities and
Exchange Commission and the NASD. The following officers and directors of the
Company failed to timely file a Form 4 or Form 5 in connection with their
purchase at December 7, 1998 of the following shares pursuant to the Company's
private placement of common stock and warrants: Tommy L. Thompson, Executive
Vice President, Chief Operating Officer and Director: 32,000 shares and warrants
to purchase an additional 32,000 shares; Carl W. Seidel, President, Chief
Executive Officer and Director: 32,000 shares and warrants to purchase an
additional 32,000 shares, and Virgil Simmons, the Company's Vice President
International Marketing: 16,000 shares and warrants to purchase an additional
16,000 shares. Ira Lon Morgan, the Company's Chairman and Treasurer failed to
timely file a Form 4 in connection with the transfer in April 1997 of 5,000
shares to the University of North Texas, the transfer in January 1998 of an
aggregate of 20,000 shares to various family members, the transfer in September
1998 of 15,000 shares to the University of North Texas Foundation, and the
purchase of 128,000 shares of common stock and 128,000 warrants to purchase
common stock in the Company's private placement in December 1998.
QUORUM AND VOTING
The presence, in person or by proxy, of the holders of a majority of the
voting power of the outstanding shares of Common Stock of the Company entitled
to vote is necessary to constitute a quorum at the meeting. The affirmative vote
of a majority of the voting power represented at the meeting, present in person
or represented by proxy, and entitled to vote is required for the election of
directors. A holder of shares of Common Stock will be entitled to one vote per
share of Common Stock as to each matter properly brought before the meeting.
Cumulative voting is not permitted in the election of directors. Abstentions and
votes "withheld" are included in the determination of the number of shares
present at the meeting for purposes of determining a quorum. Broker non-votes
are counted for purposes of determining whether a quorum is present on any
particular matter only if authority to vote on the matter is granted by the
respective proxy. Abstentions and broker non-votes have the effect of negative
votes on matters requiring approval of a specified percentage of the outstanding
shares. For matters requiring approval by the holders of a specified percentage
of the voting power represented at the meeting and entitled to vote, abstentions
will have the effect of negative votes but broker non-votes will have no effect.
PROPOSAL ONE
ELECTION OF DIRECTORS
Nine directors will be elected at the Annual Meeting for terms expiring at
the next Annual Meeting. The directors will continue to serve until their
respective successors are duly elected and qualified. Each of the Board of
Directors' nominees currently serves as a director of the Company.
Shares represented by proxies returned duly executed will be voted, unless
otherwise specified, in favor of the nine nominees for the Board of Directors
named below. The proxies cannot be voted for more than nine nominees. The
nominees have indicated that they are able and willing to serve as directors. If
any (or all) such persons should be unable to serve, the persons named in the
enclosed proxy will vote the shares covered thereby for such substitute nominee
(or nominees) as the Board of Directors may select. Shareholders may withhold
authority to vote for any nominee by striking a line through the name of such
nominee in the space provided for such purpose on the form of Proxy.
-3-
<PAGE>
Nominees for Directors
Ira Lon Morgan, Ph.D., age 72, a founder of the Company, has served as
Chairman of the Board of Directors and Treasurer since the Company's formation
in November 1995. Dr. Morgan also served as Chief Executive Officer until May 5,
1997, when Carl W. Seidel assumed this office. From 1987 to 1995, Dr. Morgan
served as President of International Digital Modeling Corporation and its
successor, International Diagnostic Measurements Corporation, a manufacturer of
real-time diagnostic systems for electric utilities. From 1979 to 1987, Dr.
Morgan served as President of Scientific Measurement Systems, Inc., a
manufacturer of industrial computed tomography systems used in the dimensional
analysis of manufactured products. From 1966 to 1976, Dr. Morgan served as
President of Columbia Scientific Industries, a company engaged in the
manufacturing of analytical chemical and pollution monitoring systems. From 1987
to 1997, Dr. Morgan served as Adjunct Professor and Assistant to the Vice
President of Research at the University of Texas. From 1966 to 1976, Dr. Morgan
also served as Professor of Physics and directed the Center for Nuclear Studies
at the University of Texas. Dr. Morgan has over 100 publications in the area of
nuclear physics, nuclear reactors, particle accelerators and instrumentation and
has been awarded 21 patents in these and other areas. From 1964 to 1976, Dr.
Morgan was Co-Chairman of the Conference on the Application of Accelerators in
Research and Industry and also was involved in the Los Alamos Linear Accelerator
program. Dr. Morgan is a Fellow of the American Physics Society and a Fellow of
the American Nuclear Society. Dr. Morgan received a Ph.D. in physics from the
University of Texas at Austin in 1954, an M.A. in Physics and Mathematics from
Texas Christian University in 1951 and a B.A. in Physics from Texas Christian
University in 1949.
Carl W. Seidel, age 60, has served as President and Chief Executive Officer
since May 5, 1997 and was elected a director in March 1997. From 1969 to 1997,
Mr. Seidel served in various positions at New England Nuclear Company and its
successors by merger, E.I. duPont de Nemours and Company ("DuPont") and
DuPontMerck Pharmaceutical Co. ("DuPont Merck"), a joint venture between DuPont
and Merck and Company, Inc. for the manufacture of radiopharmaceuticals and
other drug products. From 1991 to 1997, he served as Associate Director of
Technical Affairs of the Radiopharmaceutical Division of DuPont Merck. From 1991
to 1996, he served as Associate Director and Business Manager of the
Radioisotopes and Radioactive Sources Unit and from 1982 to 1991, served in
various positions in the radiopharmaceutical division of DuPont. From 1969 to
1982, he served as Assistant Division Manager, New Ventures Operations and
Commercial Development of New Technology, of New England Nuclear Company, a
manufacturer of radioisotopes and radiopharmaceuticals. From 1990 to 1994, Mr.
Seidel served as a member of the Department of Energy National Advisory
Committee on the need for a national biomedical tracer facility and an
independent producer of radioisotopes. Mr. Seidel received an M.S. in Chemistry
from the University of Notre Dame in 1962 and a B.S. in Chemistry from the
University of Wisconsin in 1959.
Tommy L. Thompson, age 52, joined the Company in February 1997 as Executive
Vice President and Chief Operating Officer. From 1996 to 1997, Mr. Thompson was
Executive Vice President of Coastal Power Company, a commercial provider of
electric power, where he was responsible for international operations, including
business development, project management, engineering and construction. From
1994 to 1996, he served as Vice President of Destec Energy Asia Pte Ltd., a
commercial power plant construction company, and from 1992 to 1994, he served as
Vice President of Brown and Root, an international engineering and construction
company. Mr. Thompson received a B.S. in Mechanical Engineering from the
University of Texas in 1970 and is a registered professional Engineer in the
State of Texas.
Virgil L. Simmons, age 69, a founder of the Company, has served as Senior
Vice President of International Operations since March 1997, and as a director
since November 1995. Prior thereto, Mr. Simmons served as President of the
Company from its formation in November 1995 until March 1997. Mr. Simmons has
also served as Secretary of the Company since its formation. From 1992 to 1994,
Mr. Simmons served as a consultant to the President of Tracor Inc. to manage its
overseas and manufacturing operations. In 1992, Mr. Simmons founded the Westbank
Partnership, and from 1993 to 1995, served as President of Allied Interests,
Inc., which companies provided management and marketing consulting services and
venture capital to start-up technology companies. From 1975 to 1990, Mr. Simmons
held various positions at Tracor, Inc., a diversified aerospace, military and
commercial products company, and from 1982 to 1990, served as Vice President of
the International Division. From 1973 to 1975, Mr. Simmons served as Vice
President of Engineering of Accelerators Incorporated. From 1972 to 1973, Mr.
Simmons served as a consultant in the consulting firm of Wilkinson, Sedwick &
Yelverton. From 1953 to
-4-
<PAGE>
1972, Mr. Simmons held various positions at Texas Instruments, including
positions in engineering, program management, marketing and corporate
management, and in 1972, served as Corporate Director of all intercompany
programs. From 1958 to 1960, Mr. Simmons served as a member of the Synthetic
Aperture Guidance Committee, and in 1988 was selected by the U.S. Secretary of
Defense as one of the seven U.S. members of the NATO Industrial Advisory Group
(NIAG) in Brussels, Belgium. Mr. Simmons received a B.S. in Physics and
Mathematics from the University of Texas in 1951.
John M. McCormack, age 53, has been a director since December 1996. Mr.
McCormack is a principal in several real estate companies in the Houston, Texas
area. From 1977 to 1987, Mr. McCormack served as President of Visible Changes, a
chain of 17 Texas beauty salons, and continues to serve as its Chairman. Mr.
McCormack currently serves on the Board of Advisors of M.D. Anderson Hospital
and co-chairs the Studies of Entrepreneurship at the University of Houston.
William W. Nicholson, age 56, has been a director since March 1997. For the
last five years, Mr. Nicholson has been a private investor and advisor to the
Amway Policy Counsel Board. From 1984 to 1992, Mr. Nicholson was Chief Operating
Officer of Amway Corporation and from 1974 to 1977 he served as Appointments
Secretary to President Ford. Currently, Mr. Nicholson serves on the Board of
Advisors to the M.D. Anderson Cancer Institute. He also serves on the Board of
Directors of Colorado Prime, Inc. and Genmar, Inc. Mr. Nicholson received a B.S.
in Finance from the University of Nevada in 1966.
Robert J. Gary, age 72, has been a director since March 1997. Since 1992,
Mr. Gary has been President of Gary Investment & Services, an investment and
consulting firm. From 1993 to 1996, Mr. Gary was Chairman of the Board of
Integrated Diagnostic Measurement Corp., and from 1960 to 1992 he held a series
of positions in the Texas Utilities System, including Executive Vice President.
Mr. Gray has a B.S. in Mechanical Engineering from Texas A&M University.
Frederick J. Bonte, M.D., age 71, has been a director since April 1997. Dr.
Bonte has served as Director of the Nuclear Medicine Center of Southwestern
Medical School in Dallas, Texas since 1980 and as the Dr. Jack Krohmer Professor
of Radiation Physics at University of Texas Southwestern Medical Center since
1994. From 1990 to 1994, he served as the Effie and Wofford Cain Distinguished
Chair in Diagnostic Imaging at University of Texas Southwestern Medical Center
and from 1973 to 1980, as Dean of Southwestern Medical School. Dr. Bonte has
served as Chairman of the Medical Committee of the Texas Radiation Advisory
Board since 1986, as a member of the Commission on Radiologic Units, Standards
and Protection of the American College of Radiology since 1991 and as a member
of the Radiation Advisory Committee and Environmental Hazards Committee of the
American Medical Association since 1986 and 1988, respectively. Dr. Bonte
received an M.D. from Western Reserve University School of Medicine in 1945 and
a B.S. from Western Reserve University in 1942.
Charles A. LeMaistre, M.D., age 75, was elected to the Board of Directors
at the annual shareholder's meeting in May 1998. He is President Emeritus The
University of Texas M.D. Anderson Cancer Center and former Chancellor, The
University of Texas System. He received his B.A. degree from the University of
Alabama and his M.D. from Cornell University Medical College. He has been
awarded four honorary degrees and was a member of the faculty of three medical
schools, Cornell, Emory and the University of Texas Southwestern in Dallas. He
served as President of The American Cancer Society in 1986. Among numerous
awards are two distinguished alumni awards from Alabama and Cornell and the 1995
American Medical Association Distinguished Service Award. He served on the
original U.S. Surgeon General's Advisory Committee on Smoking and Health,
1963-64. Dr. LeMaistre is the author of numerous scientific publications.
Meetings and Committees of Board of Directors
The Board of Directors held a total of 8 meetings in fiscal 1998. Each
director attended at least 75% of the meetings held by the Board of Directors
and by committees of the Board on which he served. The Board of Directors has an
Executive Committee, Audit Committee, a Compensation Committee. The Board of
Directors does not have a standing nominating committee. However, a nominating
committee made up of board members was appointed to nominate candidates for
consideration for election to the 1999 Board of Directors. Robert J. Gary was
appointed chairman of that committee.
-5-
<PAGE>
Executive Committee. The Executive Committee, established in January 1997,
currently consists of Robert J. Gary, Ira Lon Morgan, William W. Nicholson, Carl
W. Seidel and Virgil L. Simmons. The Executive Committee is responsible for the
Company's general operations, as provided in directives from the Board of
Directors. The Executive Committee met 8 times in fiscal 1998.
Audit Committee. The Audit Committee, established in January 1997,
currently consists of Charles LeMaistre, John M. McCormack and Ira Lon Morgan..
The Audit Committee meets with the Company's independent auditors to review the
scope and timing of their audit services, any other services they are asked to
perform, the report of independent auditors on the Company's consolidated
financial statements following completion of their audit and the Company's
policies and procedures with respect to internal accounting and financial
controls. In addition, the Audit Committee makes an annual recommendation to the
Board of Directors concerning the appointment of independent auditors for the
ensuing year. The Audit Committee met 2 times during fiscal 1998.
Compensation Committee. The Compensation Committee, established in January
1997, currently consists of Robert J. Gary, John M. McCormack, Ira Lon Morgan
and William W. Nicholson. The Compensation Committee reviews the compensation
and benefits of all officers of the Company, makes recommendations to the Board
of Directors and reviews general policy matters relating to compensation and
benefits of employees of the Company, including administration of the Company's
1997 Long Term Incentive Plan. The Compensation Committee met 2 times during
fiscal 1998.
PROPOSAL TWO
RATIFICATION OF SELECTION OF AUDITOR
The Board of Directors has selected KPMG LLP as independent certified
public accountants to audit the consolidated financial statements of the Company
for the fiscal year ending December 31, 1999, and has determined that it would
be desirable to request that the shareholders ratify such selection. The
affirmative vote of a majority of the outstanding shares of Common Stock present
at the Annual Meeting in person or by proxy is necessary for the ratification of
the appointment by the Board of Directors of KPMG LLP as independent certified
public accountants. KPMG LLP served as the Company's independent certified
public accountants for the fiscal year ended December 31, 1998 and has reported
on the Company's consolidated financial statements for such year.
Representatives of KPMG LLP are expected to be present at the Annual Meeting and
will have the opportunity to make a statement if they desire to do so and will
be available to respond to appropriate questions from shareholders.
While shareholder ratification is not required for the selection of KPMG
LLP since the Board of Directors has the responsibility for selecting the
Company's independent certified public accountants, the selection is being
submitted for ratification at the Annual Meeting with a view towards soliciting
the shareholders' opinions, which the Board of Directors will take into
consideration in future deliberations.
The Board of Directors recommends a vote FOR the ratification of KPMG LLP
as independent certified public accountants of the Company for the fiscal year
ending December 31, 1999.
-6-
<PAGE>
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Position with Company
---- --- ---------------------
<S> <C> <C>
Ira Lon Morgan 72 Chairman of the Board, Treasurer and
Director
Carl W. Seidel 60 President, Chief Executive Officer and
Director
Tommy L. Thompson 52 Executive Vice President, Chief
Operating Officer and Director
Virgil L. Simmons 69 Vice President of International
Marketing, Secretary and Director
Joan H. Gillett 50 Chief Financial Officer
Gaylord King 58 VicePresident of Radiochemistry and
Radiopharmacy
Homer B. Hupf 63 Vice President, Radiopharmaceutical &
Medical Device Product Development
Joe Beaver 66 Vice President of Radioisotope
Production
Will J. Lepeska 60 Vice President of Marketing
</TABLE>
Information concerning the business experience of Messrs. Morgan, Seidel,
Thompson and Simmons is provided under the caption "Election of Directors"
above. Set forth below is information concerning the business experience of the
other executive officers of the Company.
Joan H. Gillett, age 50, joined the Company in March 1997 as Chief
Financial Officer. From 1986 to 1996, Mrs. Gillett served as President and Chief
Financial Officer of Life Savings Bank, SSB. From 1985 to 1986, Mrs. Gillett
served as the Assistant Vice President for Goliad Savings and Loan, and from
1983 to 1985, served as staff accountant for the Dominion Marketing Group. Mrs.
Gillett received a B.B.A. with honors in Accounting from Southwest Texas
University and a B.A. from the University of Houston in 1983 and 1970,
respectively, and has been registered as a Certified Public Accountant in Texas
since 1987.
Gaylord King, age 58, joined the Company in May 1997 as Vice President of
Radiochemistry and Radiopharmacy. From 1991 to 1997, Mr. King was Manager for
Site Analytical Management and Services for Hanford Environmental Restoration
and Waste Management, where he was responsible for the overall direction of the
waste management, analytical services program as well as a point-of-contact for
developing and implementing plans for meeting needs throughout the U.S.
Department of Energy complex. From 1989 to 1990, Mr. King served as Division
Director for Enseco, where he was responsible or a "full suite" of analytical
environmental services for their largest national laboratory. Mr. King received
a B.S. in chemistry from the University of Tennessee and a Master of Arts from
Vermont College.
Homer B. Hupf, Ph.D., age 63, a founder of the Company, has served as Vice
President of Radiochemistry since June 1996. From 1985 to 1994, Dr. Hupf was a
scientific investigator for Hybritech Inc., an international instrumentation and
pharmaceutical company. From 1982 to 1985, Dr. Hupf served as Department Head of
Radiochemistry/Radiopharmacy of King Faisal Specialist Hospital, a
cyclotron-based cancer research
-7-
<PAGE>
center. From 1980 to 1982, he served as Vice-president of Radiopharmaceutical
Production of Radpharm Inc., a cyclotron-based radiopharmaceutical manufacturer
and regional nuclear pharmacy. From 1976 to 1980, he served as Vice President of
Radiopharmacy of Diagnostic Isotopes Inc., a pharmaceutical manufacturing and
regional nuclear pharmacy, and from 1969 to 1976, as Department Head of
Radiopharmacy of Mount Sinai Medical Center, a cyclotron-based research center.
From 1960 to 1969, Dr. Hupf served as Staff Scientist-Isotope Production of Oak
Ridge National Laboratory. Dr. Hupf received a Ph.D. and an M.S. in chemistry
from the University of Tennessee in 1969 and 1965, respectively. He also
received an M.S. in pharmaceutics and a B.S. in pharmacy from Philadelphia
College of Pharmacy & Science in 1959 and 1955, respectively.
Joe Beaver, age 65, a founder of the Company, has served as Vice President
of Radioisotope Production since June 1996. From 1988 to 1993, Mr. Beaver served
as a staff scientist at Oak Ridge National Laboratory. From 1980 to 1987, Mr.
Beaver served as Cyclotron Operations Manager and Director of Cyclotron
Technology Development for Mallinckrodt, Inc. From 1969 to 1980, he served as
Technical Director of the cyclotron facility at Mount Sinai Medical Center in
Miami Beach, Florida, and from 1961 to 1969, he served as Radioisotope
Production Manager of the cyclotron at Oak Ridge National Laboratory. Mr. Beaver
received a B.S. in Physics from the University of Central Oklahoma in 1958.
Will J. Lepeska, age 60, joined the Company in June 1996 as Vice President
of Marketing. In 1968, Mr. Lepeska founded Hospital Financial Corporation, a
company specializing in medical equipment leasing, and has served as its
President since inception. From 1954 to 1968, Mr. Lepeska was Vice President of
Marketing of Nuclear-Chicago Corp., a nuclear medicine instrument company, where
he was responsible for marketing the Nuclear Medicine Imaging Camera and from
1967 to 1970, he served as a director. Mr. Lepeska received a B.S. in Electrical
Engineering from Marquette University in 1954.
All executive officers are elected annually by the Board of Directors to
serve until the next annual meeting of the Board of Directors and until their
respective successors are chosen and qualified.
-8-
<PAGE>
EXECUTIVE COMPENSATION AND OTHER MATTERS
The following information summarizes annual and long-term compensation for
services in all capacities to the Company for the fiscal years ended December
31, 1997 and 1998, of the Chief Executive Officer and the other three most
highly compensated executive officers of the Company with annual income of
$100,000 or more (collectively, the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
--------------------------- -------
Securities
Underlying All Other
Name and Bonus Options Stock Compensation
Principal Position Year (1) Salary($) ($) (#) Grants ($) (2) ($)(3)
- ------------------------------- -------- ------------------ ------- -------------- -------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Carl W. Seidel 1997 $106,135(5) -0- 75,000 $960,000 -0-
President and Chief 1998 $182,830 -0- -0- -0- -0-
Executive Officer
Tommy L. Thompson 1997 $126,923(6) -0- 60,000 $540,000 -0-
Executive Vice 1998 $172,383 -0- -0- -0- -0-
President and Chief
Operating Officer
Dr. Ira Lon Morgan 1997 $ 99,423 -0- -0- -0- (4)
Chairman and Treasurer 1998 $116,038 -0- -0- -0- (4)
Gaylord King 1997 $ 51,697(7) -0- 20,000 $185,000 -0-
Vice President of 1998 $114,922 -0- -0- -0- -0-
Radiochemistry and
Radiopharmacy
</TABLE>
- ---------------
(1) For the period November 1, 1995 (inception) through December 31, 1996,
Virgil L. Simmons, the Company's Vice President of International Marketing,
was issued 50,428 shares of Common Stock at a value of $1.40 per share in
payment of $70,599 of compensation for his services as an officer of the
Company. Other than the foregoing issuance of shares, none of the Company's
executive officers were paid any compensation for services to the Company
as an executive officer for the period November 1, 1995 (inception) through
December 31, 1996.
(2) Represents the difference between the price paid by the named executive
officer and the fair market value of such security on the date of purchase.
In June 1997, as part of the Company's incentive stock compensation
program, 145,000 shares of Common Stock were issued to the following key
employees at a purchase price of $1.60 per share pursuant to agreements
entered into on January 14, 1997, March 21, 1997 and April 23, 1997,
respectively, as described above: Tommy L. Thompson: 50,000 shares; Carl W.
Seidel: 75,000 shares; and Gaylord King: 20,000 shares. At December 31,
1997, the balance of the stock approved under the Company's incentive stock
compensation program plan was issued to the following key employees at a
purchase price of $1.60 per share pursuant to agreements entered into
between March and May 1997: Tommy Thompson: 50,000 shares; Carl Seidel:
75,000 shares; and Gaylord King: 5,000 shares. The employees paid for their
respective shares with recourse notes (aggregating $440,000 among the three
employees) maturing on May 1, 2000 with interest payable annually at the
rate of 6.14% compounding semi-annually. The Company also agreed to pay
such employees an aggregate of $405,730 as compensation for their
respective tax liabilities arising from the issuance of such shares.
(3) None of the named executive officers received any perquisites or other
personal benefits in 1997 or 1998 that in the aggregate exceeded $50,000 or
10% of such named executive officer's salary and bonus for such year. See
Note (2) above.
(4) The Company is a 51% beneficiary of a "key man" life insurance policy in
the amount of $1,000,000 on the life of Dr. Morgan and Dr. Morgan's
designee is a 49% beneficiary. Premiums paid on such policy were $36,303.75
in 1997 and $38,478.00 in 1998.
(5) Represents salary for eight months.
(6) Represents salary for ten months.
(7) Represents salary for six months.
-9-
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information regarding options granted during
fiscal 1998 to the named executive officers:
<TABLE>
<CAPTION>
Percent of
No. of Securities Total Options
Underlying Options Granted to Employees Exercise Price Expiration
Name Granted (#) in Fiscal Years (1) Per Share Date
- ------------------ ----------- -------------------- --------- ----
<S> <C> <C> <C> <C>
Carl W. Seidel -0- -0- -0- N/A
Tommy L. Thompson -0- -0- -0- N/A
Dr. Ira Lon Morgan -0- -0- -0- N/A
Gaylord King -0- -0- -0- N/A
</TABLE>
(1) In 1998, the Company granted options to certain employees to purchase an
aggregate of 82,400 shares of Common Stock.
AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Shares
Acquired on Value
Name Exercise (#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ ----------- ----------- ------------- ----------- -------------
Number of Securities
Underlying Unexercised Value of Unexercised
Options at Fiscal In-the-Money Options
Year-End(#) at Fiscal Year-End($)(1)
------------------------------ -----------------------------
<S> <C> <C> <C> <C> <C> <C>
Carl W. Seidel................ -0- -0- 25,000 50,000 $208,750 $417,500
Tommy L. Thompson............. -0- -0- 20,000 40,000 167,000 334,000
Dr. Ira Lon Morgan............ -0- -0- -0- -0- -0- -0-
Gaylord King.................. -0- -0- 6,667 13,333 55,669 111,331
</TABLE>
- -----------
(1) Based on the last sale price of $16.00 of the Company's Common Stock on the
Nasdaq Small Cap Market on December 31, 1998. The exercise price of the options
in this table is $7.65 per share.
-10-
<PAGE>
Employment Agreements
The Company entered into an employment/royalty agreement with Dr. Morgan
effective November 1, 1995, pursuant to which Dr. Morgan is employed as Chairman
of the Board and Treasurer through October 31, 2000 at an annual salary of
$100,000, increasing by $10,000 per year commencing November 1, 1997. Dr. Morgan
is entitled to participate in any pension, retirement, stock appreciation or
stock option plan, or any key employee compensation plan which may be
established. Dr. Morgan's employment is terminable only for "good cause" as
determined by a court of law. If Dr. Morgan's employment is terminated due to
mental or physical disability or incapacity, the Company will pay Dr. Morgan six
months' salary. Dr. Morgan has agreed to devote not less than 75% of his working
hours to the Company's business interests. The employment agreement contains
confidentiality provisions and provides that Dr. Morgan may not compete with the
Company or solicit its employees during the term of his employment and for a
period of two years after termination of his employment.
In addition to salary, Dr. Morgan will receive royalty payments
semi-annually equal to 1% of the gross revenues received by the Company from the
sale, lease or use of products developed, manufactured and marketed by the
Company under any license agreement, know-how or technology developed or being
developed by Dr. Morgan, and the greater of 0.5% of gross revenues or 20% of
royalties received from the licensing by the Company of any such patents,
know-how or technology to others. The total remuneration of Dr. Morgan from
salary and royalties is not to exceed $150,000 per year until gross revenues of
the Company exceed $5,000,000 and the Company is profitable. Royalties over and
above the standard salary are to be paid out of profits not to exceed 10% of the
Company's pre-tax profits. Dr. Morgan may accept royalties in the form of cash,
Common Stock, deferred annuities or tax-free retirement plans offered by the
Company or others in combination or percentages of the above forms of royalty
payment. The Company's Board of Directors is required to offer such remuneration
to Dr. Morgan on a semi-annual basis based on earnings per share and market
value of the Common Stock. Royalty compensation may not exceed $500,000 in any
one-year period.
The Company entered into an employment agreement with Carl W. Seidel
effective May 5, 1997, pursuant to which Mr. Seidel is employed as President and
Chief Executive Officer through May 5, 2002 at an annual salary of $175,000,
subject to an annual increase and bonus at the discretion of the Company's Board
of Directors. Such bonus, if awarded, is anticipated to be approximately 50% of
Mr. Seidel's base salary but in no event more than 10% of the Company's pre-tax
profits. Mr. Seidel's employment is terminable by the Company for "cause," which
includes, among other things, a willful violation of law or aiding or abetting a
competitor to the detriment of the Company, or by the Company or Mr. Seidel
without cause upon 90 days' written notice. If terminated by the Company without
cause, Mr. Seidel is entitled to continued salary and benefits for 18 months
from the effective date of such termination or, at the Company's election, a
lump-sum severance payment equal to the total cash compensation that would be
payable to him under the employment agreement for the 32-month period following
the effective date of termination. The employment agreement contains
confidentiality provisions and provides that Mr. Seidel may not compete with the
Company during the term of his employment and for a period of six months
following termination of his employment with the Company.
The Company entered into an employment agreement with Tommy L. Thompson
effective February 17, 1997, pursuant to which Mr. Thompson is employed as
Executive Vice President and Chief Operations Officer through January 1, 2000 at
an annual salary of $165,000, subject to an annual increase and bonus at the
discretion of the Company's Board of Directors. Such bonus, if awarded, is
anticipated to be approximately 10 to 30 percent of Mr. Thompson's base salary
but in no event more than 10 percent of the net earnings after tax revenues of
the Company set aside for bonuses. Mr. Thompson's employment is terminable by
the Company for "cause," which includes, among other things, a willful violation
of law or aiding or abetting a competitor to the detriment of the Company, or by
the Company or Mr. Thompson without cause upon 90 days' written notice. If
terminated by the Company without cause, Mr. Thompson is entitled to continued
salary and benefits for six months from the effective date of such termination
or, at the Company's election, a lump-sum severance payment equal to the total
cash compensation that would be payable to him under the employment agreement
for the 12 month period following the effective date of termination. The
employment agreement contains confidentiality provisions and provides that Mr.
Thompson may not compete with the Company during the term of his employment and
for a period of six months following termination of his employment with the
Company.
-11-
<PAGE>
Compensation of Directors
Employee directors of the Company do not receive additional compensation
for their services as directors. Prior to its initial public offering, the
Company did not pay director's fees but did reimburse directors for their
expenses. Following the Company's initial public offering, the Company paid each
non-employee director $500 per meeting for their services as directors. The
Company continues to reimburse directors for all expenses incurred in connection
with their activities as directors. Non-employee directors and employee
directors of the Company are entitled to receive certain stock option awards
under the Company's 1997 Long Term Incentive Plan.
Certain Transactions
During 1998, the Company executed a promissory note for a line of credit
for a maximum committed sum of $2,500,000, secured by restricted stock pledged
by the Chairman of the Company. Negotiations are currently underway for the
Chairman to personally assume this debt and to receive a note payable from the
Company for his assumption of this debt.
On April 24, 1998, the Company completed the acquisition of MAC Isotopes,
Inc. from its parent corporation, MACTEC, Inc., of Golden Colorado, and then
merged MAC Isotopes into International Isotopes Idaho Inc, a newly formed
subsidiary of the Company. The Company exchanged $500,000 in cash and 159,416
shares of its Common Stock, valued at $3,173,973 for 100% of the stock in MAC
Isotopes. MACTEC has the option to sell 50% of the shares back to the Company on
each of April 23, 1999 and April 24, 2000 for a purchase price of $19.91 per
share. If the Company does not repurchase the shares or make other arrangements,
Auric Partners, of which William Nicholson, a director of the Company, is a
partner, is required to purchase the shares. If Auric purchases the shares, the
Company is obligated to issue to Auric warrants to purchase common stock of the
Company in sufficient quantity and at an exercise price that will compensate it
for the difference between $19.91 and the current market price of the Company's
stock. MACTEC has notified the Company of their desire to exercise the option to
sell 50% as of April 23, 1999. The Company is negotiating with MACTEC to
facilitate MACTEC's sale of the Common Stock on the open market and compensate
MACTEC for the difference in market value received and the acquisition price of
$19.91 per share.
The Company believes that all prior transactions and loans between the
Company and its officers, directors and 5% or greater stockholders have been on
terms no less favorable than could be obtained by the Company from unaffiliated
third parties. All future transactions and loans between the Company and its
officers, directors and 5% or greater stockholders will be on terms no less
favorable than can be obtained by the Company from unaffiliated third parties
and will be approved by a majority of the independent, disinterested directors
of the Company.
REPORT ON EXECUTIVE COMPENSATION
General
The Compensation Committee currently consists of four members, one of which
serves as an executive officer of the Company. No executive officer of the
Company serves or served on the compensation committee of another entity and no
executive officer of the Company serves or served as a director of another
entity which has or had an executive officer serving on the board of directors
of the Company.
Decisions on compensation of the Company's executive officers generally are
made by the Compensation Committee of the Board, subject to review and approval
by the full Board of Directors. Decisions with respect to awards under the
Company's Long Term Incentive Plan are also made by the Compensation Committee,
subject to review and approval by the full Board of Directors. Set forth below
is a report prepared by Messrs. Gary, McCormack, Morgan and Nicholson in their
capacity as the Compensation Committee addressing the Company's compensation
policies for the fiscal year 1998 as they affected the Company's executive
officers, including the Company's Chief Executive Officer, Carl Seidel.
The Compensation Committee's executive compensation polices are designed to
provide competitive levels of compensation that integrate pay with the Company's
annual and long term performance goals, reward above
-12-
<PAGE>
average corporate performance, recognize individual initiative and achievements,
and assist the Company in attracting and retaining qualified executives.
Targeted levels of total executive compensation are generally set at levels that
the Compensation Committee believes to be consistent with others in the
Company's industry, although actual compensation levels in any particular year
may be above or below those of the Company's competitors, depending upon the
Company's performance.
The Compensation Committee is mindful of grants or awards made to the
Company's executive officers under the Company's Long Term Incentive Plan. The
Compensation Committee endorses the position that stock ownership by management
and stock based performance compensation arrangements are beneficial in aligning
management's and shareholders' interest in the enhancement of shareholder value.
Thus, the Compensation Committee takes into account the stock based elements in
designing the compensation packages of the Company's executive officers.
In 1993, Congress amended the Internal Revenue Code to add ss.162(m). This
section provides that publicly held companies may not deduct compensation paid
to certain executive officers in excess of $1,000,000 annually, with certain
exceptions. The Company has examined its compensation policies in view of
ss.162(m) and the regulations adopted by the Internal Revenue Service to
implement this section and has determined that these provisions will not affect
the deductibility of executive compensation for fiscal 1998. It is currently not
expected that any part of the Company's deduction for executive compensation
will be disallowed for fiscal 1999.
The principal components of the Company's non-stock-based compensation
program are base salary and bonus. Bonuses are at the discretion of the
Compensation Committee and the Board, based on performance criteria and
production. No bonus or other incentive based compensation was paid in fiscal
year 1998 as the Company was still in the development stage and are not
expected to be paid until the Company is profitable.
Fiscal 1998 Chief Executive Officer Compensation.
Mr. Seidel's compensation for fiscal year 1998 as President and Chief
Executive Officer of the Company consisted solely of his base salary. No bonus
or other incentive based compensation was provided. The Compensation Committee
believes that Mr. Seidel's compensation package is set at a level that is
consistent with others in the Company's industry. Mr. Seidel is not a member of
the Compensation Committee and does not participate in the Compensation
Committee's decision regarding his compensation.
Submitted by the Compensation Committee of
the Board of Directors
Robert J. Gary
John M. McCormack
Ira Lon Morgan
William W. Nicholson
-13-
<PAGE>
PERFORMANCE GRAPH
The following graph compares the annual cumulative total shareholder return
on an investment of $100 on December 31, 1997 in the Company's common stock,
based on the market price of the common stock, with the cumulative total return
of a similar investment in the Nasdaq composite stock market index (U.S.
companies) and Nasdaq's index for pharmaceutical industry stocks.
[Graphic omitted]
Graph Plot Points
1997 1998
---- ----
International Isotopes 100 183
NASDAQ Stocks 100 141
NASDAQ Pharmaceuticals Stocks 100 128
ANNUAL REPORT ON FORM 10-K
UPON WRITTEN REQUEST OF ANY BENEFICIAL SHAREHOLDER OR SHAREHOLDER OF
RECORD, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1998 (INCLUDING THE EXHIBITS, FINANCIAL STATEMENTS, AND THE
SCHEDULES THERETO) REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 13A-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934, MAY
BE OBTAINED, WITHOUT CHARGE, FROM VIRGIL L. SIMMONS, SECRETARY, 3100 JIM
CHRISTAL ROAD, DENTON, TEXAS 76207-9987. A COPY OF SUCH FORM 10-K ACCOMPANIED
THE ANNUAL REPORT SENT TO SHAREHOLDERS IN CONNECTION WITH THE ANNUAL MEETING.
SHAREHOLDER PROPOSALS
Shareholder proposals to be presented at the 2000 Annual Meeting of
Shareholders, for inclusion in the Company's Proxy Statement and form of Proxy
relating to that meeting, must be received by the Company at its offices in
Denton, Texas, addressed to the Secretary of the Company, not later than
December 31, 1999. Such proposals must comply with the Bylaws of the Company and
the requirements of Regulation 14A of the Securities Exchange Act of 1934.
-14-
<PAGE>
OTHER MATTERS
At the date of this Proxy Statement, management was not aware that any
matters not referred to in this Proxy Statement would be presented for action at
the meeting. If any other matters should come before the meeting, the persons
named in the accompanying form of Proxy will have discretionary authority to
vote all proxies in accordance with their best judgment, unless otherwise
restricted by law.
By Order of the Board of Directors
/s/ Virgil L. Simmons
----------------------------
VIRGIL L. SIMMONS
Secretary
Dated: May 21, 1999
-15-
<PAGE>
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
INTERNATIONAL ISOTOPES INC.
The undersigned hereby appoints: Ira Lon Morgan, Carl W. Seidel, and Tommy
L. Thompson, as proxies, and hereby authorizes each of them to represent and to
vote, as designated on the reverse side, all of the shares of Common Stock of
International Isotopes Inc. held of record by the undersigned on April 30, 1999
at the Annual Meeting of Shareholders to be held on June 22, 1999, or any
adjournment thereof.
The Board of Directors recommends that you vote FOR the nominees and the
proposals listed hereon. This proxy when properly executed will be voted in the
manner directed herein by the undersigned shareholder. If no direction is given,
this proxy will be voted FOR the nominees and the proposals.
[Please see reverse side]
1. To elect nine Directors.
FOR all nominees WITHHOLD
listed below AUTHORITY
(except as marked to vote for all
to contrary) nominees
listed below
_ _
|_| |_|
INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name in the list
below:
Ira Lon Morgan, Virgil L. Simmons, Carl W. Seidel, Tommy L. Thompson,
John M. McCormack, William W. Nicholson, Charles A. LeMaistre, M.D.,
Robert J. Gary, Frederick J. Bonte, M.D.
2. Proposal to ratify the Board of Directors selection of KMPG LLP as
independent auditors.
FOR AGAINST ABSTAIN
_ _ _
|_| |_| |_|
3. In their discretion to vote upon such other business as may properly come
before the meeting.
DATED: , 1999
----------------------------------------------------------
- ----------------------------------------------------------------------
(SIGNATURE OF SHAREHOLDER)
- ----------------------------------------------------------------------
(SIGNATURE IF HELD JOINTLY)
Please sign exactly as name appears hereon. When shares are held by joint
-16-
<PAGE>
tenants both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
-17-
