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 240.14a-11(C)or 240.14a-12
BioMarin Pharmaceutical 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) (4) 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:
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(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.
[ ] 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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(4) Date Filed:
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<PAGE>
BioMarin Pharmaceutical Inc.
371 Bel Marin Keys Boulevard, Suite 210
Novato, CA 94949
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 15, 2000
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Stockholders
(the "Annual Meeting") of BioMarin Pharmaceutical Inc. ("BioMarin" or the
"Company") will be held on Thursday, June 15, 2000 at 10:00 A.M., local time, at
the Company's facility located at 46 Galli Drive, Novato, California 94949 for
the following purposes:
1. To elect five directors of the Company;
2. To ratify the selection by the Board of Directors of Arthur
Andersen LLP as the Company's independent auditors for
the year ending December 31, 2000;
3. To transact such other business as properly may be brought
before the Annual Meeting or any adjournment thereof.
The foregoing items of business are more fully described in the proxy
statement accompanying this notice (the "Proxy").
The Board of Directors has fixed the close of business on April 17,
2000 as the record date for determining the stockholders entitled to receive
notice of, and to vote at, the Annual Meeting or any adjournment thereof. A
complete list of such stockholders will be available at the Company's executive
offices at 371 Bel Marin Keys Boulevard, Suite 210, Novato, California 94949,
for ten days before the Annual Meeting.
All stockholders are cordially invited to attend the Annual Meeting. To
ensure your representation at the Annual Meeting, however, you are urged to
complete, date, sign and return the enclosed Proxy as promptly as possible. A
postage-prepaid envelope is enclosed for that purpose. Any stockholder attending
the Annual Meeting may vote in person even if that stockholder has returned a
Proxy.
By Order of the Board of Directors
/s/ Raymond W. Anderson
Raymond W. Anderson
Chief Financial Officer and Vice President, Finance and Administration
Novato, California
April 20, 2000
YOUR VOTE IS IMPORTANT
IN ORDER TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, YOU ARE REQUESTED
TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE AND RETURN
IT IN THE ENCLOSED ENVELOPE.
BioMarin Pharmaceutical Inc.
371 Bel Marin Keys Boulevard, Suite 210
Novato, CA 94949
PROXY STATEMENT FOR
2000 ANNUAL MEETING OF STOCKHOLDERS
INFORMATION CONCERNING SOLICITATION OF PROXIES AND VOTING
General
This Proxy is furnished in connection with the solicitation of Proxies by the
Board of Directors of the Company for use at the Annual Meeting of Stockholders
of the Company (the "Annual Meeting") to be held on Thursday, June 15, 2000, or
at any adjournment of the Annual Meeting, for the purposes set forth herein and
in the foregoing Notice of Annual Meeting of Stockholders. The Annual Meeting
will be held at the Company's facilities located at 46 Galli Drive, Novato,
California 94949. The phone number is 415-884-6700. Copies of solicitation
material and the Company's Annual Report including the financial statements and
financial statement schedules will be furnished to brokerage houses, fiduciaries
and custodians to forward to beneficial owners of common stock of the Company
held in their names. The cost of solicitation of Proxies, including expenses in
connection with preparing and mailing this Proxy, will be borne by the Company.
In addition, the Company will reimburse brokerage firms and other persons
representing beneficial owners of common stock for their expenses in forwarding
solicitation material to such beneficial owners. Original solicitation of
Proxies by mail may be supplemented by telephone, facsimile, e-mail, telegram
and personal solicitation by directors, officers or other regular employees of
the Company. No additional compensation will be paid to directors, officers or
other regular employee for such services. The Annual Report to Stockholders for
the fiscal year ended December 31, 1999, including financial statements, will be
mailed to stockholders entitled to vote at the Annual Meeting concurrently with
this Proxy Statement and accompanying Proxy on or about May 16, 2000.
Record Date; Outstanding Securities
The voting securities of the Company entitled to vote at the Annual Meeting
consist of shares of common stock. Only stockholders of record at the close of
business on April 17, 2000 are entitled to notice of and to vote at the Annual
Meeting. On April 17, 2000, there were 35,321,721 shares of common stock, par
value $0.001 per share, issued and outstanding. Each share of common stock is
entitled to one vote. As of the date of record, no shares of the Company's
Preferred Stock were outstanding.
Revocability of Proxies
A stockholder who signs and returns a Proxy will have the power to revoke it at
any time before it is voted. A Proxy may be revoked by filing with the Company
(Attention: Raymond W. Anderson, Chief Financial Officer) a written revocation,
or a duly executed Proxy bearing a later date, or by appearing at the Annual
Meeting and electing to vote in person.
<PAGE>
Voting
Each stockholder is entitled to one vote for each share held.
Solicitation of Proxies
This solicitation of Proxies is made by the Company, and all related costs will
be borne by the Company. In addition, the Company will reimburse brokerage firms
and other persons representing beneficial owners of shares for their expenses in
forwarding solicitation material to such beneficial owners. Proxies may also be
solicited by certain of the Company's directors, officers and regular employees,
without additional compensation, in person or by telephone or by facsimile, or
by e-mail or by telegram.
Quorums; Abstentions; Broker Non-Votes
The Company's Bylaws provide that a majority of all the shares of the common
stock entitled to vote, whether present in person or by Proxy, shall constitute
a quorum for the transaction of business at the Annual Meeting. If a quorum is
not present or represented, then either the chairman of the Annual Meeting or
the stockholders entitled to vote at the Annual Meeting, present in person or
represented by Proxy, will have the power to adjourn the Annual Meeting from
time to time, without notice other than an announcement at the Annual Meeting,
until a quorum is present. At any adjourned Annual Meeting at which a quorum is
present, any business may be transacted that might have been transacted at the
Annual Meeting as originally notified. If the adjournment is for more than
thirty days, or if after that adjournment a new record date is fixed for the
adjourned Annual Meeting, a notice of the adjourned Annual Meeting shall be
given to each stockholder of record entitled to vote at the adjourned Annual
Meeting. If an executed Proxy is submitted without any instruction for the
voting of such Proxy, the Proxy will be voted in favor of the proposals
described.
All shares represented by valid Proxies received prior to the Annual Meeting
will be voted and, where a stockholder specifies by means of the Proxy a choice
with respect to any matter to be acted upon, the shares will be voted in
accordance with the specification so made.
Votes cast by Proxy or in person at the Annual Meeting will be tabulated by the
Inspector of Elections (the "Inspector") who will be an employee of the
Company's transfer agent. The Inspector will also determine whether or not a
quorum is present. Except in certain specific circumstances, the affirmative
vote of a majority of shares present in person or represented by Proxy at a duly
held Annual Meeting at which a quorum is present is required under Delaware law
for approval of proposals presented to stockholders. In general, Delaware law
also provides that a quorum consists of a majority of shares entitled to vote
that are present or represented by Proxy at the Annual Meeting.
The Inspector will treat shares that are voted "WITHHELD" or "ABSTAIN" as being
present and entitled to vote for purposes of determining the presence of a
quorum but such shares will not be treated as votes in favor of approving any
matter submitted to the stockholders for a vote. When Proxies are properly
<PAGE>
dated, executed and returned, the shares represented by such Proxies will be
voted at the Annual Meeting in accordance with the instructions of the
stockholder. If no specific instructions are given, the shares will be voted for
(i) the election of the nominees for directors set forth herein; (ii) the
ratification of Arthur Andersen LLP as independent auditors of the Company for
the fiscal year ending December 31, 2000; (iii) upon such other business as may
properly come before the Annual Meeting or any adjournment thereof.
If a broker indicates on the enclosed proxy or its substitute that such broker
does not have discretionary authority as to certain shares to vote on a
particular matter ("Broker Non-Votes"), those shares will not be considered as
present with respect to that matter. The Company believes that the tabulation
procedures to be followed by the Inspector are consistent with the general
statutory requirements in Delaware concerning voting of shares and determination
of a quorum.
Stockholders who intend to submit a proposal for inclusion in the Company's
proxy materials for the 2001 Annual Meeting of Stockholders, must submit the
proposal to the Company no later than February 15, 2001. Stockholders who intend
to present a proposal at the 2001 Annual Meeting of Stockholders without
inclusion of such proposal in the Company's proxy materials for the 2001 Annual
Meeting are required to provide notice of such proposal to the company no later
than March 31, 2001. The Company reserves the right to reject, rule out of
order, or take other appropriate action with respect to any proposal that does
not comply with these and other applicable requirements.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information with respect to the
beneficial ownership of our common stock as of March 31, 2000 as to (i) each
person, or group of affiliated persons, who is known by us to own beneficially
more than 5% of the common stock ; (ii) each of our directors; (iii) each of our
Named Executive Officers; (iv) all of our directors and current executive
officers as a group.
Except as otherwise noted, the persons or entities in this table have sole
voting and investing power with respect to all the shares of common stock
beneficially owned by them subject to community property laws, where applicable.
<TABLE>
<CAPTION>
Number of Number of Percentage of
Shares Shares Common Stock
Beneficially Subject Outstanding
Name of Beneficial Owner Owned (1) To Options
------------------------ ---------- ---------- ------------
<S> <C> <C> <C>
Glyko Biomedical Ltd........................... 11,367,617 0 32.2%
371 Bel Marin Keys Blvd., Suite 210
Novato, CA 94949
BB BioVentures, L.P.(2)........................ 2,725,787 0 7.7%
One Cambridge Center, 9th Floor
Cambridge, MA 02142
Genzyme Corporation............................ 2,102,563 0 6.0%
One Kendall Square
Cambridge, MA 02139
Grant W. Denison, Jr........................... 1,546,127 246,127 4.4%
John C. Klock, M.D.(3)......................... 12,426,337 305,720 34.9%
<PAGE>
Number of Number of Percentage of Common
Shares Shares Stock
Beneficially Subject Outstanding
Name of Beneficial Owner Owned (1) To Options
------------------------ ---------- ---------- ---------------------
Christopher M. Starr, Ph.D..................... 579,094 194,094 1.6%
Emil D. Kakkis, M.D., Ph.D..................... 109,099 107,099 *
Raymond W. Anderson............................ 137,857 137,857 *
Ansbert S. Gadicke, M.D., Ph.D.(4)............. 2,784,537 58,750 7.9%
Erich Sager(5)................................. 1,313,500 62,500 3.7%
Gwynn R. Williams(6)........................... 11,410,117 42,500 32.3%
All current executive officers and directors
as a group(10 persons)(7)...................... 19,059,809 1,275,405 52.1%
<FN>
* Represents less than 1% of the Company's outstanding common stock.
(1) The "Number of Shares Beneficially Owned" column below is based on
35,305,921 shares of common stock outstanding at March 31, 2000. Shares of
common stock subject to options or warrants that are currently exercisable
or exercisable within 60 days of March 31, 2000 (the "Number of Shares
Beneficially Owned") are deemed to be outstanding and to be beneficially
owned by the person holding the options or warrants for the purpose of
computing the percentage ownership of the person but are not treated as
outstanding for the purpose of computing the percentage ownership of any
other person. The "Number of Shares Subject to Options" enumerates for each
principal stockholder, director and Named Executive Officer and for all
officers and directors in aggregate, the shares of common stock subject to
options exercisable within 60 days of March 31, 2000. These shares are
included in the calculation of the "Number of Shares Beneficially Owned."
<PAGE>
(2) Includes shares held by MPM Asset Management 1998 Investors L.L.C. and MPM
BioVentures Parallel Fund L.P., both of which are affiliated with BB
BioVentures L.P.
(3) Includes 11,367,617 shares held by Glyko Biomedical Ltd. of which Dr. Klock
is an officer, director and stockholder. Dr. Klock disclaims beneficial
ownership of these shares, except to the extent of his pecuniary interest.
(4) Includes 2,725,787 shares currently held by BB BioVentures L.P., MPM
Asset Management 1998 Investors L.L.C. and MPM BioVenture Parallel Fund
L.P., of which Dr. Gadicke is an affiliate. Dr. Gadicke disclaims
beneficial ownership in these shares except to the extent of his pecuniary
interest.
(5) Includes 1,221,000 shares of common stock currently held by LaMont Asset
Management SA, and 60,000 shares held by Belmont Capital Ltd. S.A.
Mr. Sager is an affiliate of each entity. Mr. Sager disclaims beneficial
ownership of the shares of LaMont Asset Management SA and Belmont Capital
Ltd., except to the extent of his pecuniary interest in each entity.
(6) Includes 11,367,617 shares of common stock currently held by Glyko
Biomedical Ltd., of which Mr. Williams is a director and a stockholder.
Mr. Williams disclaims beneficial ownership of these shares except to the
extent of his pecuniary interest.
(7) See footnotes 2 through 5.
</FN>
</TABLE>
<PAGE>
PROPOSAL ONE: ELECTION OF DIRECTORS
The Company has a Board of Directors, currently consisting of five directors,
which will be elected at the Annual Meeting. The Proxy holders may not vote the
Proxies for a greater number of persons than the number of nominees named.
Unless otherwise instructed, the Proxy holders will vote the Proxies received by
them for the five nominees named below, all of whom are presently directors of
the Company. If any nominee is unable or declines to serve as a director at the
time of the Annual Meeting, the Proxies will be voted for any nominees who shall
be designated by the present Board of Directors to fill the vacancy. It is not
expected that any nominee will be unable to or will decline to serve as a
Director. If stockholders nominate additional persons for election as directors,
the Proxy holder will vote all Proxies received by him to assure the election of
as many of the Board of Directors' nominees as possible with the Proxy holder
making any required selection of specific nominees to be voted for. The term of
office of each person elected as a director shall continue until the next Annual
Meeting of Stockholders or until that person's successor has been elected.
If a quorum is present and voting, the five nominees receiving the highest
number of affirmative votes of the votes cast shall be elected as directors.
NOMINEES FOR DIRECTOR
Set forth below is certain information regarding our directors:
<TABLE>
<CAPTION>
Name Age Position with BioMarin Director Since
---- --- ---------------------- --------------
<S> <C> <C> <C>
Grant W. Denison, Jr. 49 Chief Executive Officer and
Chairman of the Board October 1996
John C. Klock, M.D. 54 President, Secretary and Director October 1996
Ansbert S. Gadicke, M.D.,
Ph.D. (1)(2) 41 Director December 1997
Erich Sager(1)(2) 41 Director November 1997
Gwynn R. Williams(1)(2) 65 Director October 1996
<FN>
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
</FN>
</TABLE>
There is no family relationship between any director and any executive officer
of the Company.
Grant W. Denison, Jr. has served as a director and Chief Executive Officer of
the Company since its inception and as Chairman of the Board since April 1997.
From July 1993 to April 1997, Mr. Denison served as President, Consumer Products
and Corporate Senior Vice President, Business Development at Searle, a
pharmaceutical company. From July 1989 to June 1993, Mr. Denison served as Vice
President Corporate Planning at Monsanto Company, a diversified life sciences
company. From April 1986 to June 1989, Mr. Denison served as Vice President
Corporate Planning and President, U.S. Operations at Searle, a pharmaceutical
company. From 1985 to 1986, Mr. Denison served as Vice President, International
Operations at Squibb Medical Systems, a medical devices company. From 1980 to
<PAGE>
1985, Mr. Denison served as Vice President, Planning and Business Development at
Pfizer, Inc., a pharmaceutical company. Mr. Denison serves as a director of
Nastech Pharmaceutical Company Inc., Dentalview, Inc., York Medical,
BioNebraska, Inc., Equity 4 Life and Clubb BioCapital. Mr. Denison received an
A.B. in Mathematical Economics from Colgate University and an M.B.A. from
Harvard Graduate School of Business Administration.
John C. Klock, M.D. has served as the President and Secretary of the Company and
served as a director since its inception. Dr. Klock has served as the President
of Glyko, Inc. since October 1989. Dr. Klock was a founder of Glyko Biomedical
Ltd. and its predecessor Glyko, Inc. and has served as a director of Glyko
Biomedical Ltd. since December 1992. Dr. Klock was a founder of Glycomed
Incorporated, a biotechnology company, at which he served as Vice President,
Medical Affairs from July 1987 to July 1990. Dr. Klock was a scientific director
at the Institute of Cancer Research at California Pacific Medical Center from
July 1981 to July 1987. Dr. Klock was an academic physician and carbohydrate
researcher at the University of California at San Francisco from 1982 to 1986.
Dr. Klock received a B.S. in Zoology from Louisiana State University and
received an M.D. from Tulane University.
Ansbert S. Gadicke, M.D., Ph.D., has served as a director of the Company since
December 1997. Since July 1992, Dr. Gadicke has served as the Chairman of the
Board and Managing Director of MPM Capital, L.P., an investment company
specializing in the healthcare industry. From 1989 to 1992, Dr. Gadicke was a
consultant with Boston Consulting Group. Dr. Gadicke currently serves on the
boards of Coelacanth Corporation, DoubleTwist, Inc., LXN Corporation, MediGene
AG, Novirio Pharmaceuticals Limited, Omrix Pharmaceuticals, Inc., Pharmasset
Ltd., ViaCell, Inc. and Transform, Inc. Dr. Gadicke received a Ph.D. and an M.D.
from J.W. Goethe Universitat, Frankfurt, Germany.
Erich Sager has served as a director of the Company since November 1997. Since
September 1996, Mr. Sager has served as the Chairman of LaMont Asset Management
SA, a private investment management firm. From April 1994 to August 1996, Mr.
Sager served as Senior Vice President, Head of Private Banking for Dresdner Bank
(Switzerland) Ltd. From September 1991 to March 1994, Mr. Sager served as Vice
President, Private Banking-Head German Desk for Deutsche Bank (Switzerland) Ltd.
From 1981 to 1989, Mr. Sager held various positions at a number of banks in
Switzerland. Mr. Sager serves as a director of BioNebraska, Inc., Comptec
Industries Ltd., Dentalview, Inc., LaMont Asset Management, SA, and Sermont
Asset Management, SA. Mr. Sager received a Business Degree from the School of
Economics and Business Administration in Zurich, Switzerland.
Gwynn R. Williams has served as a director of the Company since its inception.
Mr. Williams founded AstroMed Limited and Astroscan Limited, UK manufacturers of
scientific equipment, in March 1984, which entities, in December 1997, merged
into Life Science Resources Ltd. Previously, Mr. Williams was a partner in
Arthur Andersen & Co., a mathematician with General Motors Research, and a
mathematician with British Steel. Mr. Williams was a founder of Glyko Biomedical
Ltd. and its predecessor Glyko, Inc. Mr. Williams received a B.S. in Theoretical
Physics from the University of Wales.
<PAGE>
Board Meetings and Board Committees
The Board of Directors of the Company held a total of nine meetings during the
year ended December 31, 1999. No director participated in fewer than 75% of all
such meetings and actions of the Board of Directors and the committees thereof,
held during fiscal 1999, if any, upon which such director served.
The Board has established an Audit Committee and a Compensation Committee. The
Audit Committee, which consisted of Dr. Gadicke and Mr. Williams in 1999,
reviews the Company's consolidated financial statements and accounting
practices, makes recommendations to the Board regarding the selection of
independent auditors and reviews the results and scope of the audit and other
services provided by the Company's independent auditors. The Audit Committee met
once in 1999. Mr. Sager joined the Audit Committee in 2000.
The Compensation Committee, which consists of Dr. Gadicke, Mr. Sager and Mr.
Williams, sets general compensation policy for the Company and has final
approval power over compensation of executive officers. The Compensation
Committee also has final approval power over guidelines and criteria for
employees' bonuses and administers the 1997 Stock Plan and 1998 Director Option
Plan. The Compensation Committee met twice in 1999.
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee is currently or has been, at
any time since the formation of the Company, an officer or employee of the
Company. No member of the Compensation Committee serves as a member of the Board
of Directors or compensation committee of any entity that has one or more
executive officers serving as a member of the Company's Board of Directors or
Compensation Committee.
Mr. Williams serves on the Board of Directors of Glyko Biomedical Ltd. (GBL) of
which Dr. Klock and Mr. Anderson are also directors.
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected Arthur Andersen LLP, independent auditors,
to audit the financial statements of the Company for the fiscal year ending
December 31, 2000, and recommends that stockholders vote for ratification of
such appointment. Although action by stockholders is not required by law, the
Board of Directors has determined that it is desirable to request approval of
this selection by the stockholders. Notwithstanding the selection, the Board of
Directors, in its discretion, may direct the appointment of new independent
auditors at any time during the year, if the Board of Directors feels that such
a change would be in the best interest of the Company and its stockholders. In
the event of a negative vote on ratification, the Board of Directors will
reconsider its selection.
Arthur Andersen LLP has audited the Company's financial statements annually
since inception on March 21, 1997. Representatives of Arthur Andersen LLP are
expected to be present at the Annual Meeting with the opportunity to make a
statement if they desire to do so and are expected to be available to respond to
appropriate questions.
<PAGE>
The Board unanimously recommends voting "For" the ratification of the
appointment of Arthur Andersen LLP as independent auditors of the Company for
the fiscal year ending December 31, 2000.
<PAGE>
EXECUTIVE OFFICERS
In addition to Grant W. Denison, Jr., the Company's Chief Executive Officer and
Chairman of the Board, and John C. Klock, M.D., the Company's President and one
of its directors, whose biographies appear above, the following table sets forth
as of March 31, 2000 information concerning the Company's other executive
officers:
Name Age Position with BioMarin
---- --- ----------------------
Raymond W. Anderson 58 Chief Financial Officer, and Vice
President, Finance and Administration
Christopher M. Starr, Ph.D. 47 Vice President, Research and Development
John L. Jost, Ph.D. 55 Vice President, Manufacturing
Emil D. Kakkis, M.D., Ph.D. 39 Vice President of BioMarin and
President, BioMarin Genetics, a
division of BioMarin
Stuart J. Swiedler, M.D., Ph.D. 44 Vice President, Scientific and
Clinical Affairs
Brian K. Brandley, Ph.D. 43 Vice President of BioMarin and
Managing Director, Glyko, Inc., a
wholly-owned subsidiary of BioMarin
Raymond W. Anderson has served as Chief Financial Officer and Vice President,
Finance and Administration since June 1998. Mr. Anderson served as the Vice
President, Finance and Chief Financial Officer at Fusion Medical Technologies,
Inc., a medical technology company developing drug delivery systems, from July
1997 to June 1998. Mr. Anderson served as the Vice President, Finance and Chief
Financial Officer at Fidus Medical Technology, Inc., a medical technology
company specializing in cardiac arrhythmias, from October 1996 to July 1997. Mr.
Anderson served as a director of Recombinant Capital, a consulting firm, from
July 1994 to October 1996. Mr. Anderson served as the Vice President, Finance
and Chief Financial Officer of Glycomed Incorporated, a biotechnology company,
from April 1989 to July 1994. Mr. Anderson was the Chief Financial Officer at
Chiron Corporation, a biotechnology company, from 1985 to 1989. Mr. Anderson was
a Controller and Director of Financial Planning and Analysis at Syntex
Laboratories, a pharmaceutical company, from 1981 to 1985. Mr. Anderson has
served as a director of Glyko Biomedical Ltd. and its predecessor, Glyko, Inc.,
since October 1989. Mr. Anderson received a B.S. in Engineering from the United
States Military Academy, an M.S. in Administration from George Washington
University and an M.B.A. from the Harvard Graduate School of Business
Administration.
Christopher M. Starr, Ph.D. has served as the Vice President, Research and
Development since the Company's inception. From July 1991 to April 1998, Dr.
Starr has served as the Vice President, Research and Development for Glyko,
Inc., a carbohydrate analytical and diagnostic company. Dr. Starr held the
position as National Research Associate at the National Institutes of Health in
Bethesda, Maryland from August 1986 to June 1991. Dr. Starr received a B.S. in
Biology from Syracuse University and a Ph.D. in Biochemistry and Molecular
Biology from the State University of New York, Health Science Center, Syracuse,
NY.
<PAGE>
John L. Jost, Ph.D. has served as the Vice President, Manufacturing since June
1999. Dr. Jost devoted his time from November 1997 to June 1999 to personal
affairs. Dr. Jost served in several positions at Genentech, Inc., a
biotechnology company, from February 1983 to November 1997. From June 1992 to
November 1997, he was Director of Manufacturing Sciences at Genentech. From 1971
to 1983, he served in various scientific positions in process development at The
Upjohn Company, a pharmaceutical company, ending as a Senior Research Scientist.
Dr. Jost received a B.S. and a Ph.D. in Chemical Engineering from the University
of Minnesota.
Emil D. Kakkis, M.D., Ph.D. has served as Vice President of BioMarin and
President of BioMarin Genetics, a division of BioMarin, since September 1998.
From July 1994 to August 1998, Dr. Kakkis was a Physician Specialist at the
Department of Pediatrics at Harbor-UCLA Medical Center. From July 1991 to June
1994, Dr. Kakkis completed a Fellowship in Genetics at the UCLA Intercampus
Medical Genetics Training Program. Dr. Kakkis received a B.A. in Biology from
Pomona College and received a Ph.D. in Biological Chemistry from UCLA. Dr.
Kakkis received an M.D. from UCLA.
Stuart J. Swiedler, M.D., Ph.D. has served as Vice President of Scientific and
Clinical Affairs since June 1998. From November 1997 to June 1998, Dr. Swiedler
was as an independent biotechnology consultant. From February 1993 to November
1997, Dr. Swiedler has served, in chronological order, with Glycomed
Incorporated, a biotechnology company, as Assistant Vice President, Biology from
February 1993 to July 1994, as Assistant Vice President, Research from July 1994
to May 1995, and as Vice President, Research from May 1995 to November 1997. Dr.
Swiedler received a B.S. in Biology from the State University of New York at
Albany. Dr. Swiedler received an M.D. and a Ph.D. in Biochemistry from the Johns
Hopkins University School of Medicine.
Brian K. Brandley, Ph.D. has served as Vice President of BioMarin since October
1998. Dr. Brandley has served as the Managing Director of Glyko, Inc., a
carbohydrate analytical and diagnostic company, since April 1998. He was an
Assistant Professor at Rush University from July 1995 to April 1998, and was the
Senior Scientist, Head of Cell Biology at Glycomed Incorporated, a biotechnology
company, from July 1988 to July 1995. Dr. Brandley received a B.S. and an M.S.
in Biology from the University of Miami. Dr. Brandley received a Ph.D. in
Biology from the University of Sydney, Australia.
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth all compensation
awarded to, earned by, or paid for services rendered to the Company in all
capacities during the year ended December 31, 1999, by (1) the Company's chief
executive officer and (2) the other four most highly compensated executive
officers other than the chief executive officer in the fiscal year ended
December 31, 1999, collectively, the "Named Executive Officers". The entries
under the column "All Other Compensation" in the table represent the premiums
paid for life insurance benefits for each Named Executive Officer and in the
case of Mr. Denison, also include costs for temporary housing.
<TABLE>
<CAPTION>
Fiscal 1999 Summary Compensation Table
Long-Term Short-Term
Compensation Compensation
Number of Number of
Shares Underlying Shares Underlying
Options Options Granted(#)
1999 Annual Compensation All Other Granted(#)(1) (1)
Name and Principal Position Salary($) Bonus($) Compensation($)
<S> <C> <C> <C> <C> <C>
Grant W. Denison, Jr.................. 257,143 257,143 33,045 150,000 4,574
Chief Executive Officer
John C. Klock, M.D.................... 250,000 250,000 2,142 112,500 8,746
President
Christopher M. Starr, Ph.D............ 150,000 150,000 876 75,000 19,189
Vice President, Research and
Development
Emil D. Kakkis, M.D., Ph.D............ 225,000 -- 336 54,167 10,335
Vice President of BioMarin,
President of BioMarin Genetics, a
division of the Company
Raymond W. Anderson................... 189,625 100,000 2,352 62,500 10,158
Chief Financial Officer and
Vice President, Finance and
Administration
<FN>
(1) Long-term options vest 6/48ths at June 30, 1999 for options granted in
January 1999 and 1/48th per month thereafter and 6/48ths at June 30, 2000
for options granted in December 1999 and 1/48th per month thereafter.
Short-term options vest 50% on January 1, 1999, 25% on March 31, 1999 and
25% on June 30, 1999 for options granted in January 1999 and 25% per
calendar quarter for options granted in December 1999. Short-term options
for Mr. Denison, Dr. Klock and Dr. Starr vest 100% on December 31, 1999.
Includes the following options granted in January 1999 for services
rendered to the Company in 1998:
To Mr. Denison - Long-term Compensation Options to purchase 100,000 shares;
To Dr. Klock - Long-term Compensation Options to purchase 75,000 shares;
To Dr. Starr - Long-term Compensation Options to purchase 50,000 shares;
To Dr. Kakkis -Long-term Compensation Options to purchase 16,667 shares and
Short-term Compensation Options to purchase 3,708 shares;
To Mr. Anderson - Long-term Compensation Options to purchase 25,000 shares
and Short-term Compensation Options to purchase 4,573 shares.
</FN>
</TABLE>
<PAGE>
Stock Option Grants Table. The following table sets forth certain information
for each grant of options to purchase the Company's common stock during fiscal
1999 to each of the Named Executive Officers. All these options were granted
under the 1997 Stock Plan and have a term of five years subject to early
termination in the event the officer's services to the Company cease.
<TABLE>
<CAPTION>
Fiscal 1999 Stock Option Grants
Number of Percent of
Securities Total Options Potential Realizable Value at
Underlying Granted to Exercise Assumed Annual Rates of Stock
Options Employees Price Per Expiration Price Appreciation for Option
Granted in 1999 (1) Share($) (2) Date Term (3)
-------- ------------- ------------ ------- --------------------------------------
5% 10%
-- ---
Name
<S> <C> <C> <C> <C> <C> <C>
Grant W. Denison, Jr. 100,000 5% $ 7.00 12/31/03 $ 728,220 $1,020,318
50,000 $12.75 12/31/04 $ 112,315 $ 308,675
4,574 $11.75 12/31/04 $ 14,849 $ 32,812
John C. Klock, M.D. 75,000 4% $ 7.00 12/31/03 $ 546,165 $ 765,238
37,500 $12.75 12/31/04 $ 84,237 $ 231,506
8,746 $11.75 12/31/04 $ 28,392 $ 62,739
Christopher M. Starr, Ph.D. 50,000 3% $ 7.00 12/31/03 $ 364,110 $ 510,159
25,000 $12.75 12/31/04 $ 56,158 $ 154,337
19,189 $11.75 12/31/04 $ 62,293 $ 137,652
Emil D. Kakkis, M.D., Ph.D. 20,375 2% $ 7.00 12/31/03 $ 148,375 $ 207,890
44,127 $12.75 12/31/04 $ 99,123 $ 272,418
Raymond W. Anderson 29,573 $ 7.00 12/31/03 $ 215,356 $ 301,738
43,085 3% $12.75 12/31/04 $ 96,782 $ 265,985
<FN>
(1) Based on an aggregate of 2,877,430 shares subject to options granted by
the Company during 1999 to employees, consultants and the Named
Executive Officers.
(2) Options were granted at an exercise price equal to the fair market
value of the common stock, as determined by the Board of Directors,
on the date of grant or by the closing price on the Nasdaq National
Market.
(3) The 5% and 10% assumed annual rates of compounded stock price
appreciation are mandated by rules of the Securities and Exchange
Commission. The Company cannot assure any executive officer or any
other holder of its securities that the actual stock price appreciation
over the option term will be at the assumed 5% and 10% levels or at any
other defined level. Unless the market price of its common stock
appreciates over the option term, no value will be realized from the
option grants made to the executive officers. The potential realizable
value is calculated by assuming that the closing price on December 31,
1999 of $11.75 per share appreciates at the indicated rate for the
entire term of the option and that the option is exercised at the
exercise price and sold on the last day of its term at the appreciated
price. The potential realizable value computation is net of the
applicable exercise price, but does not take into account applicable
federal or state income tax consequences and other expenses of option
exercises or sales of appreciated stock. The values shown do not
consider non-transferability or termination of the options upon
termination of such employee's employment with the Company.
</FN>
</TABLE>
<PAGE>
Fiscal Year-End Option Value Table. The following table sets forth the number of
shares covered by both exercisable and unexercisable stock options held by each
of the Named Executive Officers at December 31, 1999. No shares were acquired
upon the exercise of stock options during 1999.
<TABLE>
<CAPTION>
Fiscal Year-End Option Value Table
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Year-End at Year-End (2)
Exercisable Unexercisable Exercisable Unexercisable
Name
<S> <C> <C> <C> <C>
Grant W. Denison, Jr. 279,574 225,000 $2,056,250 $1,518,750
John C. Klock, M.D. 214,996 168,750 $1,542,188 $1,139,063
Christopher M. Starr, Ph.D. 156,689 112,500 $1,028,125 $ 759,375
Emil D. Kakkis, M.D., Ph.D. 82,875 137,500 $ 618,655 $1,028,126
Raymond W. Anderson 127,490 102,083 $ 955,576 $ 734,896
<FN>
(1) Based on closing price on December 31, 1999 of $11.75 per share less exercise price per
share.
</FN>
</TABLE>
Employment Agreements
We are party to employment agreements with each executive officer on the terms
enumerated on the chart below. Each of these employment agreements is terminable
without cause by the Company upon six months prior written notice to the
officer, or by the officer upon three months prior written notice to the
Company. The Company is obligated to pay the officer's salary and benefits until
this termination. In the event that the officer is involuntarily terminated
within one year of a change of control of the Company, he will receive (i) a
severance payment equal to six months of his annual salary; (ii) a bonus equal
to 50% of the annual bonus that he would otherwise be entitled to, and (iii)
immediate vesting of 50% of the unvested portion of his outstanding options to
purchase Company capital stock.
<PAGE>
<TABLE>
<CAPTION>
1999 Initial Grant of Right Agreement
Annual to Purchase Termination
Name of Executive Officer Salary Rate Annual Bonus Equity Securities Date
- ------------------------- ----------- ------------ ----------------- ----
<S> <C> <C> <C> <C>
Grant W. Denison, Jr. $257,143 Based upon the 1,300,000 shares of June 30, 2000
Company's the Company's common stock (as amended)
market at a purchase price of $1.00
capitalization. per share.
John C. Klock, M.D. $250,000 Based upon the 800,000 shares of June 30, 2000
Company's the Company's common stock (as amended)
market at a purchase price of $1.00
capitalization. per share.
Christopher M. Starr, Ph.D. $150,000 Based upon the 400,000 shares of June 30, 2000
Company's the Company's common stock (as amended)
market at a purchase price of $1.00
capitalization. per share.
Brian K. Brandley, Ph.D. $139,500 Annual bonus, Option to purchase up to None
payable in 150,000 shares of
cash or stock, Glyko Biomedical Ltd.'s
customarily common stock. Now
between 10-15% of exercisable for 65,415
his annual salary. shares of our common stock.
Raymond W. Anderson $189,625 Eligible to Option to purchase None
receive a cash 200,000 shares of
bonus. common stock.
John L. Jost, Ph.D. $200,000 Eligible to Option to purchase None
receive a cash 200,000 shares of
bonus. common stock.
Emil Kakkis, M.D., Ph.D. $225,000 Contingent upon Option to purchase None
regulatory filings 200,000 shares of
and approvals. common stock.
<PAGE>
1999 Initial Grant of Right Agreement
Annual to Purchase Termination
Name of Executive Officer Salary Rate Annual Bonus Equity Securities Date
- ------------------------- ----------- ------------ ----------------- ----
Stuart Swiedler, M.D., Ph.D. $154,000 Annual bonus, Option to purchase None
payable in 150,000 shares of
cash or stock, common stock.
customarily
between 10-15% of
his
annual salary.
</TABLE>
We provided a three-year loan to each of Mr. Denison, Dr. Klock and Dr. Starr
for the purchase of their shares referenced in column four of the table above.
Each loan bears interest at a rate of 6%. For each of them, respectively, if his
employment is terminated by us for any reason, he has the right to sell any or
all of these shares of common stock to us at a price per share equal to the
lesser of the then-current per share market price of the shares or the original
per share purchase price, $1.00. In the event he ceases employment with us for
any reason, we also have the right, but not the obligation, to repurchase the
unvested portion of the shares at their original per share purchase price,
$1.00. Fifty percent of the shares vested one year after the date of his
employment, with the remainder vesting at a rate of 1/24 per month thereafter.
Dr. Brandley's employment agreement was originally with Glyko, Inc. but was
assigned to us in connection with our acquisition of Glyko, Inc.
The founder's annual cash bonus for each of Mr. Denison, Dr. Klock and Dr. Starr
is based on the difference between a minimum market capitalization and the
Company's quarterly market capitalization. The annual cash bonus is calculated
as follows:
The Board of Directors established a minimum market capitalization of $20.0
million for the first quarter of 1998. The minimum market capitalization
increases by $1.0 million per quarter until the end of the agreement in the
second quarter of 2000. Our quarterly market capitalization is calculated at the
end of each calendar quarter by multiplying the number of our common shares
outstanding times the average closing price of our common stock for the last ten
trading days of the quarter. If our common stock is not publicly traded the
quarterly market capitalization is determined by multiplying the shares of our
common stock outstanding by the price at which of our common stock was sold in
the latest significant investment by an independent third-party investor. For
each full $5.0 million that the quarterly market capitalization exceeds the
minimum market capitalization, the founders each receive a cash bonus of $1,200
in the first calendar quarter, $1,250 in the second and third calendar quarters,
and $1,300 in the fourth calendar quarter. Each founder's annual cash bonus is
the sum of all the four quarterly bonuses.
Each founder's total annual cash bonus may not exceed 100% of base salary in any
year. Additional amounts beyond the cash limit that may be earned in the year
will be paid in stock options using the Black-Scholes option pricing model to
calculate the value of the stock option based on year-end parameters.
<PAGE>
There are no adjustments in the founders' annual base salaries that result from
increases in market capitalization.
In December 1998, the Board approved a form of indemnification agreement to be
entered into between us and each of our officers and directors. This
indemnification agreement requires us, among other things, to indemnify officers
and directors against liabilities that may arise by reasons of their status or
performance of their duties as officers or directors and to advance their
expenses incurred as a result of any proceeding against them as to which they
could be indemnified.
For a description of other transactions between the Company and affiliates of
the Company, see "--Certain Relationships and Related Transactions; and
- --Compensation Committee Interlocks and Insider Participation."
Section 162(m)
The Company has considered the potential future effects of Section 162(m) of the
Internal Revenue Code on the compensation paid to the Company's executive
officers, Section 162(m) disallows a tax deduction for any publicly held
corporation for individual compensation exceeding $1.0 million in any taxable
year for any of the Names Executive Officers, unless compensation is
performance-based. The Company has adopted a policy that, where reasonably
practicable, the Company will seek to qualify the variable compensation paid to
its executive officers for an exemption from the deductibility limitations of
Section 162(m).
Employee Benefit Plans
1997 Stock Plan. On November 14, 1997, the Board adopted the 1997 Stock Plan and
approved the reservation of a total of 3,000,000 shares of common stock for
issuance under the 1997 Stock Plan. The stockholders approved the 1997 Stock
Plan in April 1998. In December 1998, the Board approved an amendment to the
1997 Stock Plan. The stockholders approved the amendment as of January 15, 1999.
The amendment increases the number of shares reserved for issuance under the
1997 Stock Plan to an aggregate of 5,000,000. The amendment also added an
"evergreen provision" providing for an annual increase in the number of shares
that may be optioned or sold under the 1997 Stock Plan without need for
additional Board or stockholder actions, which increase shall be the lesser of:
(1) 4% of the then-outstanding capital stock of the Company, (2) 2,000,000
shares, or (3) a lower amount set by the Board. The 1997 Stock Plan provides for
the grant of stock options and the issuance of stock by the Company to its
employees, officers, directors and consultants. The 1997 Stock Plan permits the
grant of options that are either incentive stock options, or ISOs, as defined in
Section 422 of the Internal Revenue Code of 1986, as amended, or nonqualified
stock options, or NSOs, on terms, including the exercise price, which may not be
less than 85% of the fair market value of our common stock for NSOs, and the
vesting schedule, determined by the Board, subject to certain statutory
limitations and other limitations in the 1997 Stock Plan.
Options granted under the 1997 Stock Plan are generally not transferable by the
optionee. Options granted under the 1997 Stock Plan must generally be exercised
within three months after the end of the optionee's status as an employee,
director or consultant of the Company, or within twelve months after the
optionee's termination by death or disability, but in no event later than the
expiration of the option's term.
<PAGE>
The exercise price of all incentive stock options granted under the 1997 Stock
Plan must be at least equal to the fair market value of the Company's common
stock on the date of grant. The exercise price of NSOs granted under the 1997
Stock Plan is determined by the Board at an exercise price not less than 85% of
fair market value. With respect to nonstatutory stock options intended to
qualify as "performance-based compensation" within the meaning of Section 162(m)
of the Internal Revenue Code, the exercise price must be at least equal to the
fair market value of the Company's common stock on the date of grant. With
respect to any participant who owns stock possessing more than 10% of voting
power of all classes of the Company's outstanding capital stock, the exercise
price of any incentive stock option granted must be at least equal to 110% of
the fair market value on the grant date and the term of the incentive stock
option must not exceed five years. The term of all other options granted under
the 1997 Stock Plan may not exceed ten years.
The 1997 Stock Plan provides that in the event of a merger of the Company with
or into another corporation, or a sale of substantially all of the Company's
assets, each option may be assumed or an equivalent option substituted for by
the successor corporation. If the outstanding options are not assumed or
substituted, the administrator shall provide for the optionee to have the right
to exercise the option as to all of the optioned stock, including shares as to
which it would not otherwise be exercisable.
1998 Employee Stock Purchase Plan. In December 1998, the Board adopted, and as
of January 15, 1999, the stockholders approved, the 1998 Employee Stock Purchase
Plan. A total of 250,000 shares of Company common stock has been reserved for
issuance under the 1998 Employee Stock Purchase Plan. The plan also contains an
"evergreen provision" providing for an annual increase in the number of shares
which may be sold under the plan equal to the lesser of (1) 0.5% of the
then-outstanding Company capital stock, (2) 200,000 shares, or (3) a lesser
amount set by the Board.
As of December 31, 1999 no shares have been issued under the 1998 Employee Stock
Purchase Plan. However, employee salary withholding totaled $92,464 at March 31,
2000 and will be applied to the purchase of stock under the 1998 Employee Stock
Purchase Plan as of April 30, 2000.
The 1998 Employee Stock Purchase Plan is intended to qualify under Section 423
of the Internal Revenue Code and contains consecutive, overlapping, 24 month
offering periods. Each offering period includes four six-month purchase periods.
The offering periods generally start on the first trading day on or after May 1
and November 1 of each year, except for the first offering period that commences
on the first trading day or July 23, 1999 and ends on the last trading day on or
before April 30, 2000.
Employees are eligible to participate if they are customarily employed by the
Company or a participating subsidiary for at least 20 hours per week and more
than five months in any calendar year. However, any employee who either: (1)
<PAGE>
immediately after grant owns stock possessing 5% or more of the total combined
voting power or value of all classes of the Company's capital stock, or (2)
whose rights to purchase stock under all of the Company's employee stock
purchase plans accrue at a rate which exceeds $25,000 worth of stock for each
calendar year, may not be granted an option to purchase stock under the 1998
Employee Stock Purchase Plan. The 1998 Employee Stock Purchase Plan permits
employees to purchase common stock through payroll deduction of up to 10% of the
employee's compensation, defined as base earnings and commissions, excluding
overtime, shift premium, incentive payments and bonuses. The maximum number of
shares an employee may purchase during a single purchase period is 5,000 shares.
The price of stock purchased under the 1998 Employee Stock Purchase Plan is
generally 85% of the lower of the fair market value of the common stock: (1) at
the beginning of the offering period or (2) at the end of the purchase period.
In the event the fair market value at the end of a purchase period is less than
the fair market value at the beginning of the offering period, the employees
will be withdrawn from the current offering period following exercise and
automatically re-enrolled in a new offering period. The new offering period will
use the lower fair market value as of the first date of the new offering period
to determine the purchase price for future purchase periods. Employees may end
their participation at any time during an offering period, and they will be paid
their payroll deductions to date. Participation ends automatically upon
termination of employment with the Company.
Rights granted under the 1998 Employee Stock Purchase Plan are generally not
transferable by an employee other than by will or the laws of descent and
distribution. In the event of a merger of the Company with or into another
corporation or a sale of substantially all of the Company's assets, each
outstanding option under the 1998 Employee Stock Purchase Plan may be assumed or
substituted for by the successor corporation. If the successor corporation
refuses to assume or substitute for the outstanding options, the offering period
then in progress will be shortened and a new exercise date will be set.
The Board of Directors has the authority to terminate or amend the 1998 Employee
Stock Purchase Plan to the extent necessary to avoid unfavorable financial
accounting consequences by altering the purchase price for any offering period,
shortening any offering period or allocating remaining shares among the
participants. The 1998 Employee Stock Purchase plan will terminate automatically
ten years from the effective date of this offering unless it is terminated
sooner by the Board.
401(k) Plan. The Company sponsors the Glyko Retirement Savings Plan or the
401(k) Plan. As of January 1, 2000, the plan was renamed the BioMarin Retirement
Savings Plan. Employees are eligible to participate following the start of their
employment, on the earlier of the next occurring January 1, April 1, July 1 or
October 1. Participants may contribute up to approximately 15% of their current
compensation, up to a statutorily prescribed annual limit, to the 401(k) Plan.
Each participant is fully vested in his or her salary reduction contributions.
Participant contributions are held in trust as required by law. Individual
participants may direct the trustee to invest their accounts in authorized
investment alternatives. The Company pays the direct expenses of the 401(k) Plan
but does not currently match or make contributions to employee accounts. The
401(k) Plan is intended to qualify under Section 401(a) of the Internal Revenue
Code so that contributions to the 401(k) Plan, and income earned on the
contributions, are not taxable to participants until withdrawn or distributed
from the 401(k) Plan.
<PAGE>
Director Compensation
Directors do not receive cash compensation for their services as directors of
the Company but are reimbursed for their reasonable expenses in attending
meetings of the Board and while performing services for the Company. Prior to
the effectiveness of the 1998 Director Option Plan, the Company had granted each
non-employee director an option to purchase 20,000 shares of Company common
stock with an exercise price set at the fair market value on the dates of grant,
which was $1.00, upon their election to the Board as consideration for their
willingness to sit on the Board. In March 1999, under the 1998 Director Option
Plan, the Company also issued to each non-employee director an additional option
to purchase 15,000 shares of common stock with an exercise price set at the fair
market value on the date of grant, which was $7.00, as consideration for their
ongoing services to the Company as directors. In March 1999 under the 1997 Stock
Plan, Mr. Sager and Dr. Gadicke were each also issued an option to purchase an
additional 20,000 shares of common stock of the Company at an exercise price set
at the fair market value on the date of grant, which was $7.00, as consideration
for services rendered by them to the Company in connection with the initial
public offering completed in July 1999. In November 1999, under the 1998
Director Option Plan, the Company also issued to Mr. Sager and Mr. Williams
subsequent options to purchase 15,000 shares of common stock with an exercise
price set at the fair market value (closing price of common stock on the Nasdaq
National Market) on the date of grant, which was $13.375 as consideration for
their ongoing services to the Company as directors. In December 1999, under the
1998 Director Option Plan, the Company also issued to Dr. Gadicke a subsequent
option to purchase 15,000 shares of common stock with an exercise price set at
the fair market value (closing price of common stock on the Nasdaq National
Market) on the date of grant, which was $11.75, as consideration for his ongoing
services to the Company as a director.
1998 Director Option Plan
The 1998 Director Option Plan was adopted by the Board in December 1998. It was
approved by the stockholders as of January 15, 1999. The plan provides for the
grant of nonstatutory stock options to non-employee directors. A total of
200,000 shares of Company common stock has been reserved for issuance under the
plan. The plan also provides for an annual increase in this number of shares
equal to the lesser of: (1) 0.5% of the Company's outstanding capital stock, (2)
200,000 shares, or (3) a lesser amount determined by the Board.
In 1999, options to purchase 90,000 shares were issued to directors.
The 1998 Director Option Plan provides that each non-employee director shall
automatically be granted an option to purchase 20,000 shares of Company common
stock on the date which that person first becomes a non-employee director. This
option shall have a term of ten years. The shares subject to this initial option
shall vest over one year. Each non-employee director shall thereafter also be
automatically granted an option to purchase 15,000 shares of Company common
stock on the anniversary of the date of their respective initial appointments to
<PAGE>
the Board and each anniversary thereafter, provided that he or she retains the
Board seat on his or her anniversary date. The shares subject to this annual
option shall vest in full one year from the date of grant and shall have a term
of ten years. These options shall continue to vest only while the director
serves. The exercise price of each of these options shall be 100% of the fair
market value of a share of Company common stock at the date of the option.
In the event of a merger or the sale of substantially all of the assets of the
Company, each option may be assumed or substituted by the successor corporation.
If an option is assumed or substituted, it shall continue to vest as provided in
the plan. However, if a non-employee director's status as a director of the
Company or the successor corporation, as applicable, is terminated, other than
upon a voluntary resignation by the non-employee director, the option shall
immediately become fully vested and exercisable. If the successor corporation
does not agree to assume or substitute for the option, each option shall become
fully vested and exercisable for a period of 30 days from the date the Board
notifies the optionee of the option's full exercisability, after which period
the option shall terminate.
Options granted under the plan must be exercised within three months of the end
of the optionee's tenure as a director, or within 12 months after termination by
death or disability, but in no event later than the expiration of the option's
ten-year term. No option granted under the plan is transferable by the optionee
other than by will or the laws of descent or distribution. Each option is
exercisable, during the lifetime of the optionee, only by the optionee. Unless
sooner terminated by the Board, the plan will terminate automatically ten years
from the effective date of the plan.
<PAGE>
PERFORMANCE GRAPH
The following graph compares the Company's cumulative total stockholder return
with the cumulative total return of the Nasdaq Stock Market (U.S.) and the
Nasdaq Pharmaceutical Index of stocks in Standard Industry Code (SIC) 283
encompassing primarily biotechnology, pharmaceutical and medical specialties
companies, assuming a $100 investment in Common Shares on July 31, 1999 and
reinvestment of dividends during the period. The period covered by the graph
includes that portion of the fiscal year ended December 31, 1999 during which
the Company was publicly traded.
<TABLE>
<CAPTION>
The Company Nasdaq Stock Market Nasdaq
(U.S.) Pharmaceutical Index
<S> <C> <C> <C> <C>
July 31, 1999 100 100 100
August 31, 1999 119 104 109
September 30, 1999 112 100 94
October 31, 1999 88 107 101
November 30, 1999 87 111 113
December 31, 1999 88 122 128
</TABLE>
The information contained above under the captions "Report of the Board of
Directors on Executive Compensation" and "Performance Graph" shall not be deemed
to be "soliciting material" or to be "filed" with the Securities and Exchange
Commission, nor shall such information be incorporated by reference into any
future filing under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, except to the extent that the Company
specifically incorporates it by reference into such filing.
<PAGE>
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee ("Committee") is responsible for setting general
compensation goals and operational guidelines for Company personnel, for setting
all elements of the compensation of the executive officers of the Company, and
for approving grants of stock options for the Company. The Committee for 1999
was composed of the three outside, non-management members of the Board of
Directors.
Compensation Goals and Policies
The goal of the Company's compensation policies is to provide compensation
sufficient to attract, motivate and retain executives and staff of outstanding
ability and potential. The policies are intended to establish an appropriate
relationship between executive compensation and the creation of shareholder
value as measured by the equity markets. The Company uses the following
principles to help achieve that goal:
1. The Company provides competitive compensation packages incorporating
all compensation elements for executives and staff.
The Company determines compensation elements in part by the use of
salary, stock option and benefits surveys of pharmaceutical,
biotechnology, and San Francisco Bay Area companies. These
companies do not perfectly align with companies in the Nasdaq
stock performance graph. The initial compensation of an executive
or senior staff member is set by negotiation at the time of
recruitment, but is based on competitive information and internal
Company guidelines and equity. Based upon surveys, the Company
endeavors to provide compensation that is equivalent to at least
the median compensation paid to executives in companies of similar
size, location, type (pharmaceutical or biotechnology) and with
comparable levels of experience, achievement, education/training,
and responsibility.
2. The Company rewards executives and senior staff for outstanding
performance by the individual and by the Company.
The Committee believes that a substantial portion of each
executive's or senior staff members' compensation should be in the
form of incentives for the achievement of individual and Company
objectives. Incentive compensation is provided to executives as
part of the Company-wide incentive plan. In the period of time
during which the Company is not profitable, short-term incentive
compensation is preferably paid via stock options valued using the
Black-Scholes option pricing model. In certain extraordinary
circumstances, the Board or Committee may authorize the payment of
cash bonuses to recognize outstanding performance on critical
objectives. Short-term incentive compensation, which is reviewed
and awarded annually, is typically based on both individual and
Company performance. In 1998 (and until June 30, 2000), the
compensation of the employee-founders, Mr. Denison, Dr. Klock and
Dr. Starr is set by agreements made at the time of their first
employment which is different than the general practice discussed
above. Their compensation arrangements are discussed under "Chief
Executive Compensation" below.
<PAGE>
3. The Company seeks to align the long-term interests of the stockholder
and the executives and the senior staff.
The primary long-term compensation for all of the Company's
employees is based on the appreciation of the value of their stock
options. Based on surveys of competitive companies, all employees
receive an initial grant of stock options upon first joining the
Company. The grant is intended to be appropriate to their
organizational level and is generally in accordance with preset
guidelines or previous levels of grant for similar positions. In
general, vesting occurs over four years to maintain a continuing
incentive for executives and staff members to remain in the
service of the Company. Annually, the competitive level of
follow-on stock options granted after the initial hiring grant is
determined by surveys for each major position or position level in
the Company. Follow-on stock options intended for long-term
compensation are awarded based primarily on these peer group
competitive practices and on Company and individual performance.
Promotions also result typically in an additional grant of stock
options to account for the increased responsibility of the person
promoted and to reflect the option level for the new
organizational level. The Committee believes that these long-term
compensation practices maintain a continuing incentive to increase
stockholder value as reflected in the equity markets and to
continue employment to vest and earn additional long-term
incentives.
Considerations for 1999 Compensation
Increases in base salary for 1999 were made effective January 1999 primarily
based on the progress and achievements of the Company during 1998. The
Compensation Committee took particular note of 1998 achievements including the
excellent six month clinical trial results of Aldurazyme(TM) (then known as
BM101 or (alpha)-l-iduronidase) for MPS-I reported in October, 1998, the
successful second round of private investment completed in August, 1998, the
acquisition of important related technology and an active business in the
purchase of Glyko, Inc. in October, 1998 and the initiation of a joint venture
with Genzyme for Aldurazyme(TM) in September 1998. The joint venture included a
significant investment made by Genzyme at the signing of the joint venture
agreement.
Based on the Committee's judgment as to the value of these events and other less
visible internal developments, the Committee awarded long-term compensation
stock option grants to the executives and staff of the Company. Except for the
Company founders, who were covered under separate employment agreements, the
Committee also granted short-term incentive stock options as a reward for the
Company's progress in comparison to plan in 1998. Grants under both programs
were pro rated for the portion of the year that the employee was in the service
of the Company. Salary compensation across the staff was generally increased by
an average of 5%, which approximated the reported average salary increase in the
San Francisco Bay Area and was also pro-rated for time in service during the
year. Benefits essentially remained unchanged. The Committee deemed that these
Compensation actions were appropriate for the progress made by the Company in
1998 and maintained a competitive balance with biotechnology companies of
similar size and state of development in the local area.
<PAGE>
Chief Executive Officer Compensation
The compensation of the three employee founders, including the Chief Executive
Officer, Mr. Grant Denison, for 1999 was largely set by bonus formulas in their
employment agreements, as amended, which are effective in this regard until June
30, 2000. The primary determinant of the founders' annual bonus is based on the
difference between a minimum target market capitalization and the Company's
market capitalization as measured quarterly.
Based on the application of the bonus formula, the founders reached the limit
for cash bonus, which was 100% of base salary. Additional bonus amounts beyond
the cash limit were paid in stock options using the Black-Scholes option pricing
model based on the year-end market price and other market parameters. The
maximum bonus resulted from exceeding the targeted increases in market
capitalization by significant amounts, in part driven by a successful placement
of convertible notes in April 1999 and by a successful initial public offering
in July 1999.
In 1999, Mr. Denison earned a maximum cash bonus of $257,143, which was 100% of
his base salary. Mr. Denison's base salary was not increased in 1999 after
having been adjusted in late 1998 when he went from a partial 70% commitment to
a full time commitment to the Company. After consideration of Mr. Denison's
heavy travel schedule in 1999, the Committee authorized the Company to pay the
rent for Mr. Denison's temporary apartment for the eight months in 1999 after
his relocation to the Bay Area. This resulted in other compensation of $32,805.
The number of Mr. Denison's stock options was reduced by options with an equal
value to offset the apartment rent. Less the value of the above mentioned
apartment rent, Mr. Denison received 4,574 stock options as a component of his
1999 performance bonus. After consideration of the Company's performance in
1999, including a successful private placement and an initial public offering,
Mr. Denison was granted in December 1999 (priced on the first trading day of
2000) a long-term equity compensation stock option grant for 50,000 shares for
his contributions in 1999 and to motivate his continued employment with the
Company.
From the members of the Compensation Committee of the Company:
Erich Sager
Ansbert S. Gadicke, M.D., Ph.D.
Gwynn R. Williams
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since the Company's incorporation in October 1996, there has not been nor is
there currently proposed any transaction or series of similar transactions to
which the Company was or is to be a party in which the amount involved exceeds
$60,000 and in which any director, executive officer, holder of more than 5% of
the common stock of the Company or any member of the immediate family of any of
the foregoing persons had or will have director or indirect material interest
other than (1) compensation agreements and other arrangements, which are
described where required in "Employment Agreements" and (2) the transactions
described below.
Transactions with Directors, Executive Officers and 5% Stockholders
On January 15, 1999, the Compensation Committee approved the following option
grants, each at an exercise price of $7.00 per share and vesting 6/48ths on June
30, 1999 and 1/48th per month thereafter, to officers of the Company for their
services rendered in 1998:
o to Mr. Denison, Chief Executive Officer, an option to purchase 100,000 shares
o to Dr. Klock, President and Secretary, an option to purchase 75,000 shares
o to Dr. Starr, Vice President, Research, an option to purchase 50,000 shares
o to Mr. Anderson, Chief Financial Officer and Vice President, Finance and
Administration, an option to purchase 25,000 shares
o to Dr. Kakkis, President, BioMarin Genetics (a division of the Company) and
Vice President of the Company, an option to purchase 16,667 shares
o to Dr. Swiedler, Vice President, Scientific and Clinical Affairs, an option
to purchase 23,438 shares
o to Dr. Brandley, Managing Director of Glyko, Inc. (a wholly-owned subsidiary
of the Company) and Vice President of the Company, an option to purchase
12,265 shares
On March 22, 1999, options were granted to Dr. Gadicke, Mr. Sager and Mr.
Williams to purchase 15,000 shares each at an exercise price of $7.00 per share,
vesting 25% per quarter commencing on their first anniversary date of
appointment as a director, as compensation for their services as directors under
the 1998 Director Option Plan.
On March 22, 1999, the Board approved option grants to Dr. Gadicke and Mr. Sager
to purchase 20,000 shares each at an exercise price of $7.00 per share as
compensation for services provided to the management of the Company in regards
to the initial public offering, vesting 100% on July 23, 1999.
<PAGE>
Also on March 22, 1999, the Board approved the following option grants, each at
an exercise price of $7.00 per share, vesting 25% per calendar quarter, to
officers of the Company:
o to Mr. Anderson, Chief Financial Officer and Vice President, Finance and
Administration, an option to purchase 4,573 shares
o to Dr. Kakkis, President, BioMarin Genetics (a division of the Company) and
Vice President of the Company, an option to purchase 3,708 shares
o to Dr. Swiedler, Vice President, Scientific and Clinical Affairs, an option
to purchase 4,634 shares
o to Dr. Brandley, Managing Director of Glyko, Inc. (a wholly-owned subsidiary
of the Company) and Vice President of the Company, an option to
purchase 5,005 shares.
On April 12, 1999, the Company sold a total of $26.0 million worth of three-year
promissory notes convertible, according to their terms, into Company common
stock, at an initial conversion price, subject to adjustment, of $10.00 per
share. Glyko Biomedical Ltd. purchased $4.3 million worth of these notes and
LaMont Asset Management SA purchased $9.7 million worth of these notes. In
connection with this transaction, the Company also entered into an agency
agreement with LaMont Asset Management SA, pursuant to which the Company
agreed to pay LaMont Asset Management SA a cash commission of $1.1 million on
sales of notes to certain European purchasers introduced to the Company by
LaMont Asset Management SA.
On June 9, 1999, the Compensation Committee approved the grant to Dr. Jost, Vice
President, Manufacturing, of an option to purchase 200,000 shares of Company
common stock at an exercise price equal to the offering price of $13 per share,
vesting 6/48ths upon the six month anniversary of employment and 1/48th per
month thereafter.
On July 23, 1999, concurrent with the Company's IPO, the Company's convertible
notes payable (including accrued interest) were converted into 2,672,020 shares
of the Company's common stock at $10 per share. Glyko Biomedical Ltd.'s $4.3
million convertible note plus interest was converted to 441,911 shares and
LaMont Asset Management SA's $9.7 million convertible note plus interest was
converted to 996,869 shares.
On December 10, 1999, the Board approved the following option grants, each at an
exercise price of $12.75 per share, to officers of the Company as long-term
(vests 6/48ths at June 30, 2000 and 1/48th per month thereafter) equity
compensation for 1999:
o to Mr. Denison, Chief Executive Officer, an option to purchase 50,000 shares
o to Dr. Klock, President and Secretary, an option to purchase 37,500 shares
o to Dr. Starr, Vice President, Research, an option to purchase 25,000 shares
<PAGE>
o to Mr. Anderson, Chief Financial Officer and Vice President, Finance and
Administration, an option to purchase 37,500 shares
o to Dr. Jost, Vice President, Manufacturing, an option to purchase 18,750
shares
o to Dr. Kakkis, President, BioMarin Genetics (a division of the Company) and
Vice President of the Company, an option to purchase 37,500 shares
o to Dr. Swiedler, Vice President, Scientific and Clinical Affairs, an option
to purchase 28,125 shares
o to Dr. Brandley, Managing Director of Glyko, Inc. (a wholly-owned
subsidiary of the Company) and Vice President of the Company, an
option to purchase 28,125 shares
On December 10, 1999, the Board approved the following option grants, each at an
exercise price of $12.75 per share, to officers of the Company as short-term
(vests 25% per calendar quarter 2000) equity compensation for 1999:
o to Mr. Anderson, Chief Financial Officer and Vice President, Finance and
Administration, an option to purchase 5,585 shares
o to Dr. Jost, Vice President, Manufacturing, an option to purchase 2,945
shares
o to Dr. Kakkis, President, BioMarin Genetics (a division of the Company) and
Vice President of the Company, an option to purchase 6,627 shares
o to Dr. Swiedler, Vice President, Scientific and Clinical Affairs, an option
to purchase 4,536 shares
o to Dr. Brandley, Managing Director of Glyko, Inc. (a wholly-owned
subsidiary of the Company) and Vice President of the Company, an
option to purchase 4,108 shares
The following options were granted in lieu of cash bonuses and are fully vested
on December 31, 1999, each at an exercise price of $11.75 per share:
o to Mr. Denison, Chief Executive Officer, an option to purchase 4,574 shares
o to Dr. Klock, President and Secretary, an option to purchase 8,746 shares
o to Dr. Starr, Vice President, Research, an option to purchase 19,189 shares
On November 30, 1999, options were granted to Mr. Sager and Mr. Williams to
purchase 15,000 shares each at an exercise price of $13.375 per share, vesting
25% per quarter commencing on December 1, 1999, as compensation for their
services as directors under the 1998 Director Option Plan.
On December 31, 1999, an option was granted to Dr. Gadicke to purchase 15,000
shares at an exercise price of $11.75 per share, vesting 25% per calendar
quarter, as compensation for his services as a director under the 1998 Director
Option Plan.
<PAGE>
INDEBTEDNESS OF DIRECTORS AND
EXECUTIVE OFFICERS
Other than as described below, no director or executive officer of the Company
or associate of any director or executive officer is, or at any time since the
beginning of the most recently completed fiscal year has been, indebted to the
Company.
Pursuant to the Stock Purchase Agreements under which the Company sold stock
("Founders' Shares") to the three founding officers of the Company, the Company
has loaned $1,300,000, $800,000, and $400,000 to Mr. Denison, Dr. Klock and Dr.
Starr, respectively, to purchase common stock of the Company. The loans are
evidenced by an interest bearing promissory notes due on demand and are fully
recourse.
The following table sets forth any indebtedness of directors or executive
officers of the Company entered into in connection with the purchase of
securities of the Company.
<TABLE>
================================================================================================================================
<CAPTION>
Security for
Largest Amount of Outstanding Indebtedness
Outstanding Indebtedness as of Number of Common Number of Shares
Indebtedness (1) December 31, 1999 (1) Shares Purchased of Common Stock
Name of Borrower Lender
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Grant W. Denison, Jr. Company $1,475,500 $1,475,500 1,300,000 1,300,000
John C. Klock, M.D. Company $908,000 $908,000 800,000 800,000
Christopher M. Starr,
Ph.D. Company $454,000 $454,000 400,000 400,000
================================================================================================================================
<FN>
(1) Includes accrued interest at 6% per annum.
</FN>
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires the Company's directors and officers and persons who own more
that 10% of a registered class of the Company's equity securities to file
reports of ownership and reports of changes in the ownership with the Securities
and Exchange Commission (the SEC) and the National Association of Securities
Dealers, Inc. Executive officers, directors, and greater than 10% stockholders
are required by the SEC to furnish the Company with copies of all Section 16(a)
forms they file.
To be best of the Company's knowledge, all reports relating to stock ownership
and such other reports required to be file during 1999 under Section 16(a) by
the Company's directors, officers and 10% stockholders were timely filed, with
the exception of Change of Beneficial Ownership of Securities on Form 4 for Dr.
John C. Klock and Dr. Emil D. Kakkis in October 1999 and Schedule 13G for BB
BioVentures L.P. were filed late.
<PAGE>
OTHER MATTERS
Except as otherwise indicated, information contained herein is given as of April
20, 2000. The Company's management knows of no matters to come before the Annual
Meeting other than the matters referred to in the Notice of Annual Meeting of
Stockholders. However, if any other matters which are not now known to the
Company's management should come properly before the Annual Meeting, the Proxy
will be voted on such matters in accordance with the best judgment of the person
voting it.
APPROVAL
The contents of this Proxy and the sending thereof to the Stockholders have been
authorized by the Board of Directors of the Company.
DATED at Novato, California this 20th day of April, 2000
/s/ Raymond W. Anderson
Raymond W. Anderson
Chief Financial Officer and
Vice President, Finance and Administration
<PAGE>
PROXY
BIOMARIN PHARMACEUTICAL INC.
2000 ANNUAL MEETING OF STOCKHOLDERS
JUNE 15, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of BIOMARIN PHARMACEUTICAL INC., a Delaware
corporation, hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement, each dated April 20, 2000 and hereby appoints
John C. Klock, M.D. as proxy and attorney-in-fact, with full power of
substitution, on behalf and in the name of the undersigned, to represent the
undersigned at the 2000 Annual Meeting of Stockholders of BIOMARIN
PHARMACEUTICAL INC. to be held on June 15, 2000 at 10 a.m. local time, at 46
Galli Drive, Novato, California 94949 and at any adjournment or adjournments
thereof, and to vote all shares of common stock which the undersigned would be
entitled to vote if then and there personally present, on the matters set forth
on the reverse side.
(Continued, and to be signed on the other side)
<PAGE>
1. ELECTION OF DIRECTORS:
NOMINEES:
Grant W. Denison, Jr., John C. Klock, M.D.,
Ansbert S. Gadicke, M.D., Ph.D., Erich Sager
and Gwynn R. Williams FOR [ ] WITHHOLD FOR ALL [ ]
INSTRUCTION: To withhold authority to vote for any
individual nominee, write that nominee's name in the space
provided below:
--------------------------------------------
2. Appointment of Arthur Andersen LLP as independent auditors
of BIOMARIN PHARMACEUTICAL INC. for the fiscal year
ending December 31, 2000
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In their discretion, the proxies are authorized to vote upon
such matters as may properly come before the Annual
Meeting, or any adjournments thereof.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED,
WILL BE VOTED FOR THE COMPANY'S NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS,
THE APPOINTMENT OF ARTHUR ANDERSEN LLP OR AS SAID PROXIES DEEM ADVISABLE ON SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING, INCLUDING, AMONG
OTHER THINGS, CONSIDERATION OF ANY MOTION MADE FOR ADJOURNMENT OF THE MEETING.
Signature(s) ___________________________________ Date: __________________
This proxy should be marked, dated and signed by the stockholder(s) exactly as
his or her name appears hereon, and returned promptly in the enclosed envelope.
Persons signing in a fiduciary capacity should so indicate. If shares are held
by joint tenants or as community property, both should sign.
