<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _______)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
</TABLE>
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Albany Molecular Research, Inc.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
N/A
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing Fee (Check the appropriate box):
<TABLE>
<CAPTION>
<S> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:_______________________________
(2) Aggregate number of securities to which transaction applies:__________________________________
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined):__________________________________________________
(4) Proposed maximum aggregate value of transaction: _____________________________________________
(5) Total fee paid: ______________________________________________________________________________
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid: ______________________________________________________________________
(2) Form, Schedule or Registration Statement no.: ________________________________________________
(3) Filing Party: ________________________________________________________________________________
(4) Dated Filed: _________________________________________________________________________________
</TABLE>
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
21 CORPORATE CIRCLE
ALBANY, NEW YORK 12203-5154
May 1, 2000
Dear Stockholder:
You are cordially invited to attend the 2000 Annual Meeting of Stockholders
of Albany Molecular Research, Inc. to be held on Wednesday, May 31, 2000 at
10:00 a.m. at the Albany Marriott, 189 Wolf Road, Albany, New York 12205. The
business to be conducted at the meeting is set forth in the formal notice that
follows. In addition, at the meeting, we will review our operations and report
on 1999 financial results.
Your vote is important to us. Whether or not you plan to attend the meeting,
we ask that you complete, date, sign and return the enclosed proxy card in the
envelope provided. If you attend the meeting, you may vote in person if you
wish, even if you have previously returned your proxy card.
Sincerely,
/s/ Thomas E. D'Ambra
Thomas E. D'Ambra, Ph.D.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
21 CORPORATE CIRCLE
ALBANY, NEW YORK 12203-5154
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 31, 2000
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Stockholders of
Albany Molecular Research, Inc., a Delaware corporation (the "Company"), will be
held on Wednesday, May 31, 2000 at 10:00 a.m., local time, at the Albany
Marriott, 189 Wolf Road, Albany, New York 12205 (the "Annual Meeting") for the
following purposes:
1. To elect two directors of the Company to serve until the 2003 annual
meeting of stockholders and until their respective successors are duly
elected and qualified.
2. To consider and act upon any other matters that may properly come before
the Annual Meeting and any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on April 12, 2000 as
the record date for determining the stockholders entitled to notice of and to
vote at the Annual Meeting and any adjournments or postponements thereof. Only
stockholders of record of the Company's common stock, par value $.01 per share,
at the close of business on that date will be entitled to notice of and to vote
at the Annual Meeting and any adjournments or postponements thereof.
In the event there are not sufficient shares to be voted in favor of any of
the foregoing proposals at the time of the Annual Meeting, the Annual Meeting
may be adjourned in order to permit further solicitation of proxies.
By Order of the Board of Directors
Donald E. Kuhla, Ph.D.
SECRETARY
Albany, New York
May 1, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE
REQUESTED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF
YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU
HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
21 CORPORATE CIRCLE
ALBANY, NEW YORK 12203-5154
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 31, 2000
May 1, 2000
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Albany Molecular Research, Inc., a Delaware
corporation (the "Company"), for use at the Annual Meeting of Stockholders of
the Company to be held on Wednesday, May 31, 2000 at 10:00 a.m., local time, at
the Albany Marriott, 189 Wolf Road, Albany, New York 12205 and any adjournments
or postponements thereof (the "Annual Meeting").
At the Annual Meeting, stockholders will be asked to consider and vote upon
the following matters:
1. The election of two Class II directors of the Company to serve until the
2003 annual meeting of stockholders and until their respective successors
are duly elected and qualified; and
2. Such other business as may properly come before the Annual Meeting and
any adjournments or postponements thereof.
The Notice of Annual Meeting, Proxy Statement and Proxy Card are first being
mailed to stockholders of the Company on or about May 10, 2000 in connection
with the solicitation of proxies for the Annual Meeting. The Board of Directors
has fixed the close of business on April 12, 2000 as the record date for the
determination of stockholders entitled to notice of and to vote at the Annual
Meeting (the "Record Date"). Only stockholders of record of the Company's common
stock, par value $.01 per share ("Common Stock"), at the close of business on
the Record Date will be entitled to notice of and to vote at the Annual Meeting.
As of the Record Date, there were 14,748,423 shares of Common Stock outstanding
and entitled to vote at the Annual Meeting and 188 stockholders of record.
Holders of Common Stock outstanding as of the close of business on the Record
Date will be entitled to one vote for each share held by them.
The presence, in person or by proxy, of a majority of the total number of
outstanding shares of Common Stock entitled to vote is necessary to constitute a
quorum for the transaction of business at the Annual Meeting. A quorum being
present, the affirmative vote of a plurality of the votes cast is necessary to
elect the nominees as directors of the Company.
Shares that reflect abstentions or "broker non-votes" (i.e., shares
represented at the meeting held by brokers or nominees as to which instructions
have not been received from the beneficial owners or persons entitled to vote
such shares and with respect to which the broker or nominee does not have
discretionary voting power to vote such shares) will be counted for purposes of
determining whether a quorum is present for the transaction of business at the
Annual Meeting. With respect to the election of directors, votes may be cast in
favor of or withheld from the nominees; votes that are withheld will be excluded
entirely from the vote and will have no effect. Broker non-votes will also have
no effect on the outcome of the election of directors.
STOCKHOLDERS OF THE COMPANY ARE REQUESTED TO COMPLETE, DATE, SIGN AND RETURN
THE ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE. SHARES OF COMMON STOCK
REPRESENTED BY PROPERLY EXECUTED PROXIES RECEIVED BY THE COMPANY AND NOT REVOKED
WILL BE VOTED AT THE ANNUAL MEETING IN ACCORDANCE WITH THE INSTRUCTIONS
CONTAINED THEREIN. IF INSTRUCTIONS ARE NOT GIVEN, PROPERLY EXECUTED PROXIES WILL
BE VOTED "FOR" THE ELECTION OF THE NOMINEES FOR DIRECTOR LISTED IN THIS PROXY
STATEMENT. IT IS NOT ANTICIPATED THAT ANY MATTERS OTHER THAN
<PAGE>
THE ELECTION OF DIRECTORS WILL BE PRESENTED AT THE ANNUAL MEETING. IF OTHER
MATTERS ARE PRESENTED, PROXIES WILL BE VOTED IN ACCORDANCE WITH THE DISCRETION
OF THE PROXY HOLDERS.
A stockholder of record may revoke a proxy at any time before it has been
exercised by giving written notice of such revocation to the Secretary of the
Company, by signing and duly delivering a proxy bearing a later date, or by
attending the Annual Meeting and voting in person. Attendance at the Annual
Meeting will not by itself revoke a proxy.
The Annual Report of the Company, including financial statements for the
fiscal year ended December 31, 1999, is being mailed to stockholders of the
Company concurrently with this Proxy Statement. The Annual Report, however, is
not a part of the proxy solicitation materials.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors of the Company currently consists of six members and
is divided into three classes, with two directors in Class I, two directors in
Class II and two directors in Class III. Directors serve for three-year terms
with one class of directors being elected by the Company's stockholders at each
annual meeting.
At the Annual Meeting, two Class II directors will be elected to serve until
the 2003 annual meeting of stockholders and until their respective successors
are duly elected and qualified. The Board of Directors has nominated Donald E.
Kuhla, Ph.D. and Kevin O'Connor for election as Class II directors. Unless
otherwise specified in the proxy, it is the intention of the persons named in
the proxy to vote the shares represented by each properly executed proxy for the
election of Donald E. Kuhla, Ph.D. and Kevin O'Connor as Class II directors. The
nominees have agreed to stand for election and to serve, if elected, as
directors. However, if a person nominated by the Board of Directors fails to
stand for election or is unable to accept election, the proxies will be voted
for the election of such other person or persons as the Board of Directors may
recommend.
VOTE REQUIRED FOR APPROVAL
A quorum being present, the affirmative vote of a plurality of the votes
cast is necessary to elect the nominees as directors of the Company.
RECOMMENDATION
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE ELECTION OF
ITS NOMINEES AS DIRECTORS OF THE COMPANY.
INFORMATION REGARDING DIRECTORS
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of the Company held eight meetings during 1999.
During 1999, each of the incumbent directors attended at least 75% of the total
number of meetings of the Board of Directors and of the committees of which he
was a member, with the exception of Mr. O'Connor who was not a director in 1999.
The Board of Directors has established an Audit Committee (the "Audit
Committee") and a Compensation Committee (the "Compensation Committee"). The
Board of Directors does not have a standing nominating committee. The full Board
of Directors performs the function of such a committee.
The Audit Committee recommends the independent accounting firm to be
appointed to audit the Company's financial statements and to perform services
related to such audit, reviews the scope and results of the audit with the
independent accountants, reviews the Company's year-end operating results with
2
<PAGE>
management and the independent accountants, considers the adequacy of the
internal accounting procedures and considers the effect of such procedures on
the accountants' independence. The Audit Committee consisted of Mr. Haydu and
Dr. Tartaglia during 1999 and currently consists of Messrs. Haydu and O'Connor
and Dr. Tartaglia, none of whom is an officer or employee of the Company. The
Audit Committee held four meetings during 1999.
The Compensation Committee reviews and recommends the compensation
arrangements for officers and other senior level employees, reviews general
compensation levels for other employees as a group, determines the options or
stock to be granted to eligible persons under the Company's 1998 Stock Option
and Incentive Plan (the "1998 Stock Plan") and takes such other action as may be
required in connection with the Company's compensation and incentive plans. The
Compensation Committee consisted of Mr. Haydu and Dr. Tartaglia during 1999 and
currently consists of Messrs. Haydu and O'Connor and Dr. Tartaglia. The
Compensation Committee held one meeting during 1999.
Non-employee directors receive $10,000 annually (with at least one-half of
such payment being in the form of shares of Common Stock), plus $1,000 per Board
meeting and $400 per committee meeting attended, as compensation for their
services as directors. Each non-employee director also receives a grant of
options to purchase 2,500 shares of Common Stock on an annual basis. Further,
each director is reimbursed for reasonable travel and other expenses incurred in
attending meetings. Directors who are also employees of the Company do not
receive any additional compensation for their service as directors.
The following table and biographical descriptions set forth certain
information with respect to the two nominees for election as Class II directors
at the Annual Meeting and the continuing directors whose terms expire at the
annual meetings of stockholders in 2001 and 2002, based on information furnished
by them to the Company. The following information is as of December 31, 1999,
unless otherwise specified.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE
- ---- -------- --------
<S> <C> <C>
CLASS II-TERM EXPIRES IN 2000
Donald E. Kuhla, Ph.D.*..................................... 57 1995
Kevin O'Connor (1)(2)*...................................... 45 2000
CLASS III-TERM EXPIRES IN 2001
Thomas E. D'Ambra, Ph.D. ................................... 44 1991
Anthony P. Tartaglia, M.D. (1)(2)........................... 67 1995
CLASS I-TERM EXPIRES IN 2002
Frank W. Haydu, III (1)(2).................................. 52 1998
Chester J. Opalka........................................... 51 1991
</TABLE>
- ------------------------
* Nominee for election.
(1) Member of Audit Committee.
(2) Member of Compensation Committee.
NOMINEES FOR ELECTION AS DIRECTORS
DONALD E. KUHLA, PH.D. has served as the Company's President and Chief
Operating Officer since July 1998 and as a director of the Company since
October 1995. Prior to joining the Company as an employee, Dr. Kuhla served as
the Vice President and Chief Technical Officer of Plexus Ventures, Inc., a
biotechnology investment and consulting company, from February 1994 to
June 1998; the Chief Operating Officer of Hybridon, Inc., a pharmaceutical
company, and Enzymatics, Inc., a medical diagnostics company, from
November 1990 to February 1994; in various positions with Rorer Group, Inc., a
pharmaceutical company, from 1981 to 1990; and in various positions with
Pfizer Inc., a pharmaceutical company, from
3
<PAGE>
1968 to 1981. Dr. Kuhla is also a director of NPS Pharmaceuticals Inc.
Dr. Kuhla has a B.A. degree in chemistry from New York University and a Ph.D. in
organic chemistry from Ohio State University.
KEVIN O'CONNOR has served as a director of the Company since March 2000.
Mr. O'Connor has served as the President of the Albany Center for Economic
Growth, Inc., a business-sponsored economic development organization, since
February 1992. Mr. O'Connor also served as a Deputy Commissioner for the New
York State Department of Economic Development from September 1987 to
February 1992, as a Program Associate for the New York State Governor's Office
from July 1984 to September 1987 and held various positions in the New York
State Division of the Budget and the New York State Department of Health from
January 1980 to July 1984. Mr. O'Connor also serves as a director of several
private companies and non-profit organizations. Mr. O'Connor holds a B.A. degree
in history and a Masters degree in public administration from the State
University of New York College in Brockport.
INCUMBENT DIRECTORS--TERMS EXPIRING IN 2001
THOMAS E. D'AMBRA, PH.D. co-founded the Company in 1991 and currently serves
as the Company's Chairman of the Board and Chief Executive Officer. Prior to
co-founding the Company, Dr. D'Ambra served as the Vice President, Chemistry and
co-founder of Coromed, Inc., a traditional development contract research
organization, from 1989 to 1991 and Group Leader and Senior Research Chemist
with Sterling Winthrop, Inc., a pharmaceutical company, from 1982 to 1989.
Dr. D'Ambra holds a B.A. degree in chemistry from the College of the Holy Cross
and a Ph.D. in organic chemistry from the Massachusetts Institute of Technology.
ANTHONY P. TARTAGLIA, M.D. has served as a director of the Company since
October 1995. Dr. Tartaglia served as a physician with Albany Medical Center
from 1984 until his retirement in June 1998 and also served as Dean of Albany
Medical College from 1990 to June 1995. Dr. Tartaglia previously served as
Executive Director of the Albany Medical Center Hospital from 1987 to 1990,
Senior Vice President for Patient Care of the Albany Medical Center from 1984 to
1987 and as Chief of Medicine at St. Peter's Hospital in Albany from 1975 to
1984. Dr. Tartaglia was also a director of Albank Financial Corporation, a bank
holding company, prior to its merger with Charter One Financial, Inc.
Dr. Tartaglia holds a B.S. degree in biology from Union College and an M.D. from
the University of Rochester Medical School.
INCUMBENT DIRECTORS--TERMS EXPIRING IN 2002
FRANK W. HAYDU, III has served as a director of the Company since
October 1998. Mr. Haydu has served as the Chairman of Haydu, Lind & Angelakis,
LLC, a senior living development company, since co-founding it in June 1996.
Mr. Haydu also recently served as the interim Commissioner of Education of
Massachusetts from February 1998 to July 1998. Prior to co-founding Haydu,
Lind & Angelakis, LLC, Mr. Haydu served as the interim President and Chief
Executive Officer of the New England Medical Center Hospitals, Inc. from
October 1995 to May 1996; a Senior Advisor to Smith Barney, Inc., an investment
bank, from August 1994 to August 1995; and as a Managing Director of Kidder,
Peabody & Company, Inc., an investment bank, from 1990 to August 1994.
Mr. Haydu also serves as a director of several private companies. Mr. Haydu
holds a B.A. degree in economics from Muhlenberg College.
CHESTER J. OPALKA co-founded the Company in 1991, currently serves as Vice
President, Laboratory Operations and has served as a director of the Company
since its inception. Prior to co-founding the Company, Mr. Opalka served as a
Senior Research Chemist with Coromed, Inc. from January 1991 to September 1991
and in various positions with Sterling Winthrop, Inc. from 1970 to 1991.
Mr. Opalka holds a B.S. degree in chemistry from Niagara University.
4
<PAGE>
EXECUTIVE OFFICERS
The names and ages of all executive officers of the Company are set forth
below as of December 31, 1999. In addition, set forth below is certain
biographical information for each executive officer who is not a director,
including his principal occupation and business experience for at least the last
five years.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- -------- --------
<S> <C> <C>
Thomas E. D'Ambra, Ph.D. ................. 44 Chairman of the Board of Directors and
Chief Executive Officer
Donald E. Kuhla, Ph.D. ................... 57 President, Chief Operating Officer and
Secretary
James J. Grates........................... 38 Vice President, Human Resources
Lawrence D. Jones, Ph.D. ................. 48 Vice President, Business Development
Harold Meckler, Ph.D. .................... 43 Vice President, Chemical Development
Chester J. Opalka......................... 51 Vice President, Laboratory Operations
Michael P. Trova, Ph.D. .................. 38 Vice President, Medicinal Chemistry
David P. Waldek........................... 35 Chief Financial Officer and Treasurer
</TABLE>
JAMES J. GRATES joined the Company in December 1996 and currently serves as
the Company's Vice President, Human Resources. Prior to joining the Company,
Mr. Grates was Executive Vice President, Corporate Services with Corporate
Health Dimensions, a health care service provider company, from April 1995 to
December 1996 and Manager of Human Resources with Norton Performance
Plastics, Inc., a plastic manufacturer, from 1990 to September 1995. Mr. Grates
holds an A.A.S. degree in marketing from Herkimer County Community College and a
B.S. degree in business administration from Syracuse University.
LAWRENCE D. JONES, PH.D. has served as the Company's Vice President,
Business Development since January 1999 and served as the Company's Vice
President, Commercial Operations and Quality from June 1998 to January 1999 and
as the Company's Vice President, Operations from March 1998 to June 1998. Prior
to joining the Company, Dr. Jones served as the Executive Vice President and
co-founder of Inhalon Pharmaceuticals, Inc., a manufacturer and distributor of
generic inhalation anesthetics, from August 1991 to February 1998; the Director
of Marketing and Development for Kaneka America Corporation, a manufacturer and
distributor of chemical intermediates, from 1988 to August 1991; and a Sales and
Marketing Manager with Johnson Matthey, Inc., a pharmaceutical manufacturer,
from 1980 to 1998. Dr. Jones holds a B.A. degree in chemistry from Cornell
University and a Ph.D. in organic chemistry from Duke University.
HAROLD MECKLER, PH.D. has served as the Company's Vice President, Chemical
Development since May 1997 and served as the Company's Director of Chemical
Development from August 1995 to May 1997. Prior to joining the Company,
Dr. Meckler served as Manager, Organic Chemistry of Telor Ophthalmic
Pharmaceuticals, Inc., a biopharmaceutical company, from March 1994 to
August 1995; in various capacities with Ciba-Geigy Corporation, a pharmaceutical
company, from 1984 to March 1994; and as Senior Research Chemist, Chemical
Development with Sterling Winthrop, Inc. from 1982 to 1984. Dr. Meckler holds a
B.S. degree in chemistry from the University of Maryland, College Park, and a
Ph.D. in organic chemistry from the State University of New York, Buffalo.
MICHAEL P. TROVA, PH.D. has served as the Company's Vice President,
Medicinal Chemistry since March 1998 and served as the Company's Director of
Medicinal Chemistry from August 1996 to March 1998 and as the Company's
Assistant Director of Medicinal Chemistry from August 1995 to August 1996. Prior
to joining the Company, Dr. Trova was a staff scientist with American Cyanamid,
Lederle Laboratories, a pharmaceutical company, from 1989 to August 1995, and a
post-doctoral researcher at the Massachusetts Institute of Technology from 1987
to 1989. Dr. Trova holds a B.S. degree
5
<PAGE>
in chemistry from Rensselaer Polytechnic Institute and a Ph.D. in organic
chemistry from Ohio State University.
DAVID P. WALDEK has served as the Company's Chief Financial Officer since
March 1999. Prior to joining the Company, Mr. Waldek was Vice President, Finance
of NAMIC U.S.A. Corporation, a medical device company, from November 1990 to
March 1999. NAMIC U.S.A. Corporation was affiliated with Pfizer, Inc., a
pharmaceutical company, from March 1995 to September 1998 and was acquired by
Boston Scientific Corporation, a medical device company, in September 1998.
Mr. Waldek also served as Senior Accountant for Ernst & Young, an independent
public accounting firm, from September 1987 to November 1990. Mr. Waldek holds a
B.S. degree in economics from the University of Rochester and an M.B.A. in
finance from the William E. Simon Graduate School of Business Administration.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
SUMMARY COMPENSATION. The following table sets forth information concerning
compensation for services rendered in all capacities awarded to, earned by or
paid to the Company's Chief Executive Officer and the four other most highly
compensated executive officers who were serving as executive officers at the end
of 1999, each of whose compensation exceeded $100,000 in salary and bonus during
the year ended December 31, 1999 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
SECURITIES
ANNUAL COMPENSATION UNDERLYING
--------------------------------- OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) (#) COMPENSATION ($)
- --------------------------- -------- ---------- --------- ------------ ----------------
<S> <C> <C> <C> <C> <C>
Thomas E. D'Ambra, Ph.D. ............ 1999 242,308 -- -- 2,136,160(1)
Chairman and Chief Executive
Officer 1998 197,403 105,000 -- 1,823,073(1)
Donald E. Kuhla, Ph.D.(2)............ 1999 196,154 75,000 4,000 3,000(3)
President and Chief Operating
Officer 1998 84,135 25,000 112,500 75,487(3)
Lawrence D. Jones, Ph.D.(4).......... 1999 142,807 25,000 2,000 4,293(5)
Vice President, Business
Development 1998 108,808 10,350 33,750 30,049(5)
Michael P. Trova, Ph.D. ............. 1999 127,692 40,000 4,600 13,046(6)
Vice President, Medicinal Chemistry 1998 111,738 40,000 -- 11,523(6)
David P. Waldek(7)................... 1999 124,038 56,250 60,000 --
Chief Financial Officer and
Treasurer
</TABLE>
- ------------------------
(1) Consists of (i) $2,131,839 earned by Dr. D'Ambra under the Company's
Technology Development Incentive Plan and $4,321 in matching contributions
under the Company's 401(k) plan for 1999 and (ii) $1,821,628 earned by
Dr. D'Ambra under the Company's Technology Development Incentive Plan and
$1,445 in matching contributions under the Company's 401(k) plan for 1998.
(2) Joined the Company as an officer in July 1998.
(3) Consists of (i) matching contributions under the Company's 401(k) plan for
1999 and (ii) $12,400 in director fees and $5,000 in consulting fees paid to
Dr. Kuhla prior to his employment by the Company and $58,087 as
reimbursement for relocation expenses incurred when Dr. Kuhla joined the
Company for 1998.
6
<PAGE>
(4) Joined the Company in March 1998.
(5) Consists of (i) matching contributions under the Company's 401(k) plan for
1999 and (ii) re-imbursement of relocation expenses incurred when Dr. Jones
joined the Company for 1998.
(6) Consists of (i) $10,000 in debt forgiveness under notes payable to the
Company and $3,046 in matching contributions under the Company's 401(k) plan
for 1999 and (ii) $10,000 in debt forgiveness under notes payable to the
Company and $1,523 in matching contributions under the Company's 401(k) plan
for 1998.
(7) Joined the Company in March 1999.
OPTION GRANTS IN FISCAL YEAR 1999. The following table sets forth
information regarding stock options granted during 1999 to the Company's Named
Executive Officers.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
-------------------------------------------------------- VALUE AT ASSUMED
PERCENT OF ANNUAL RATES OF
NUMBER OF TOTAL STOCK PRICE
SECURITIES OPTIONS APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION --------------------
NAME GRANTED (#)(1) FISCAL YEAR ($/SH) DATE 10% ($) 5% ($)
- ---- -------------- ------------ ----------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Thomas E. D'Ambra, Ph.D. ......... -- -- -- -- -- --
Donald E. Kuhla, Ph.D. ........... 4,000 2.5 20.00 3/10/09 50,312 127,499
Lawrence D. Jones, Ph.D. ......... 2,000 1.3 20.00 3/10/09 25,156 63,750
Michael P. Trova, Ph.D. .......... 2,000 1.3 20.00 2/2/09 25,156 63,750
2,600 1.6 20.00 3/10/09 32,703 82,875
David P. Waldek................... 60,000 37.4 20.00 2/28/09 754,674 1,912,491
</TABLE>
- ------------------------
(1) Vesting of options is subject to the continuation of such employee's service
relationship with the Company. The options vest as follows: 60% on the third
anniversary of the grant date, an additional 20% on the fourth anniversary
of the grant date and an additional 20% on the fifth anniversary of the
grant date. The options expire ten years after the grant date, subject to
earlier termination in accordance with the 1998 Stock Plan and the
applicable option agreement.
OPTION EXERCISES AND YEAR-END HOLDINGS. The following table sets forth
information concerning the number and value of unexercised options to purchase
Common Stock of the Company held by the Named Executive Officers. None of the
Named Executive Officers exercised any stock options during 1999.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1999
AND FISCAL YEAR-END 1999 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT FISCAL IN-THE-MONEY OPTIONS
ACQUIRED YEAR-END (#) AT FISCAL YEAR-END ($)(1)
ON VALUE --------------------------- ---------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas E. D'Ambra, Ph.D. ....... -- -- -- 45,859 -- 1,280,412
Donald E. Kuhla, Ph.D. ......... -- -- 69,375 80,875 1,765,345 1,770,364
Lawrence D. Jones, Ph.D. ....... -- -- -- 35,750 -- 909,241
Michael P. Trova, Ph.D. ........ -- -- 36,000 27,909 1,082,430 702,156
David P. Waldek................. -- -- -- 60,000 -- 671,250
</TABLE>
- ------------------------
(1) Based on the average of the high and low sales prices of the Common Stock on
December 31, 1999 ($31.1875), minus the exercise price, multiplied by the
number of shares underlying the options.
7
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION
The Compensation Committee of the Board of Directors consists of
Messrs. Haydu and O'Connor and Dr. Tartaglia, none of whom is an officer or
employee of the Company. Mr. O'Connor became a member of the Compensation
Committee in March 2000 and, thus, he did not participate in meetings of the
Compensation Committee during 1999. The Compensation Committee reviews and
recommends the compensation arrangements for officers and other senior level
employees, reviews general compensation levels for other employees as a group,
determines the options or stock to be granted to eligible persons under the 1998
Stock Plan and takes such other action as may be required in connection with the
Company's compensation and incentive plans.
COMPENSATION POLICIES FOR EXECUTIVE OFFICERS. The Compensation Committee's
executive compensation philosophy is to: (i) provide competitive levels of
compensation that integrate pay with the individual executive's performance and
the Company's short- and long-term performance goals; (ii) motivate key
executives to achieve strategic business goals and reward them for their
achievement; (iii) provide compensation opportunities and benefits that are
comparable to those offered by other companies in the pharmaceutical and
biotechnological industry, thereby allowing the Company to compete for and
retain talented executives who are critical to the Company's short- and
long-term success; (iv) align the interests of key executives with the short-
and long-term interests of stockholders and the enhancement of stockholder value
through the granting of stock options; and (v) recognize individual
contributions as well as overall business results. The Company's objectives
include qualitative factors that strengthen the Company's ability to enhance
profitable growth over the long-term, such as demonstrated leadership ability,
management development, insuring compliance with laws, regulations and Company
policies, and anticipating and responding to changing market and economic
conditions.
The compensation of the Company's Chief Executive Officer and other
executive officers is currently comprised of an annual base salary, annual
performance incentives in the form of cash bonuses and long-term performance
incentives in the form of stock option grants under the 1998 Stock Plan.
The Compensation Committee has determined that base salaries of executive
officers should be set at levels that are competitive with those of executives
of comparably sized companies in the pharmaceutical and biotechnological
industry. In addition, the Compensation Committee believes that it is
appropriate to reward performance through a combination of cash bonuses and
stock option grants and to provide a competitive compensation package that will
enable the Company to attract and retain the executives needed to enhance the
Company's short-term financial performance and to enhance profitable growth over
the long-term.
BASE SALARY. Base salaries for each of the Company's executive officers are
targeted according to the salaries of employees holding similar offices and
having similar responsibilities at comparably sized companies within the
pharmaceutical and biotechnological industry. Annual salary adjustments for
executive officers are determined by evaluating the competitive marketplace, the
performance of the Company, the performance of the executive officer and any
change in the responsibilities assumed by such executive officer. Salary
adjustments are normally determined and made on an annual basis.
BONUSES. At the beginning of each year, the Compensation Committee adopts a
performance bonus program setting forth strategic goals for the year and a
percentage of base salary that will be awarded to the senior management team
based upon the achievement of these goals. All awards are paid in full, in cash,
following the year of performance. The Compensation Committee awarded bonuses to
its executive officers for 1999 based on the achievement of the Company and
individual pre-determined goals for 1999.
STOCK OPTION GRANTS. Stock options are designed to attract and retain
executives who can make significant contributions to the Company's success,
reward executives for such significant contributions, give executives a
long-term incentive to increase shareholder value and align the interests of the
Company's senior executives with those of its stockholders. In determining
whether to grant stock options
8
<PAGE>
to executive officers, the Compensation Committee evaluates each officer's
performance by examining criteria similar to that involved in fixing cash
bonuses. The Compensation Committee also may grant stock options for executive
retention purposes, taking into account, among other things, general industry
practices. Stock options generally have been granted with a ten-year term, with
60% vesting on the third anniversary of the grant date and the remainder vesting
in equal annual installments over the next two years at an exercise price equal
to or above the fair market value of the Common Stock on the grant date.
COMPENSATION OF CHIEF EXECUTIVE OFFICER. Thomas E. D'Ambra, Ph.D., the
Company's Chief Executive Officer, receives competitive compensation and regular
benefits in effect for senior executives of the Company. In 1999, the
Compensation Committee reviewed information regarding the compensation paid to
chief executive officers of comparable companies and evaluated achievement of
corporate, individual and organizational objectives for 1999. Dr. D'Ambra's
annual salary for 1999 was $242,308, a 22.7% increase from the year ended
December 31, 1998. Dr. D'Ambra also earned the right to receive payments in the
aggregate of $2,131,839 under the Company's Technology Development Incentive
Plan, which payments are unrelated to Dr. D'Ambra's performance of his duties as
Chief Executive Officer of the Company. The base salary for Dr. D'Ambra was
established pursuant to his employment agreement with the Company. Such
employment agreement is described more fully below under "Agreements with Named
Executive Officers." Dr. D'Ambra did not receive any options to acquire shares
of the Company's Common Stock in 1999.
COMPENSATION COMMITTEE
Frank W. Haydu, III Anthony P. Tartaglia, M.D.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
All executive officer compensation decisions are made by the Compensation
Committee. The Compensation Committee reviews and recommends the compensation
arrangements for officers and other senior level employees, reviews general
compensation levels for other employees as a group, determines the options or
stock to be granted to eligible persons under the 1998 Stock Plan and takes such
other action as may be required in connection with the Company's compensation
and incentive plans. The current members of the Compensation Committee are
Messrs. Haydu and O'Connor and Dr. Tartaglia, none of whom is an executive
officer or employee of the Company.
AGREEMENTS WITH NAMED EXECUTIVE OFFICERS
The Company has entered into employment agreements with each of the Named
Executive Officers. The terms of the agreements are substantially similar,
except with respect to minimum annual base salary ($200,000, $175,000, $150,000,
$138,000 and $115,000 for Dr. D'Ambra, Dr. Kuhla, Mr. Waldek, Dr. Jones and
Dr. Trova, respectively) and as set forth below with respect to the termination
of employment upon a "change of control." In addition to their annual base
salary, the Named Executive Officers will be eligible to receive bonus
compensation to be determined at the discretion of the Board of Directors. The
agreements have initial employment terms of three years and automatically renew
for one year periods thereafter. If the Company elects not to extend an
agreement for any reason or if the executive's employment is terminated by the
Company without "cause" (as defined in the employment agreement) or by the
executive upon a material breach of the agreement by the Company, the Company
will continue to pay the executive his base salary for one year and will pay to
the executive in monthly installments over such one year period an amount equal
to the executive's cash bonus received in respect of the immediately preceding
year.
9
<PAGE>
Upon termination by the Company of the executive's employment without
"cause" or upon a resignation by the executive for "good reason" (as defined in
the employment agreement) or if an employment agreement is not renewed by the
Company within twelve months following a "change of control" (as defined in the
employment agreement), such executive will be entitled to receive a severance
amount equal to the sum of (i) a multiple of the executive's annual base salary,
plus (ii) the executive's cash bonus received in respect of the immediately
preceding year. The multiples of base salary to be paid by the Company to
Dr. D'Ambra and Dr. Kuhla upon the termination of their employment following a
"change of control" are three and two times, respectively, and the multiple of
base salary to be paid by the Company to Mr. Waldek, Dr. Jones and Dr. Trova
upon the termination of their employment following a "change of control" is one
time.
The Company has also entered into Employee Innovation, Proprietary
Information and Post-Employment Activity Agreements with its Named Executive
Officers. Each agreement provides that, during the six month period immediately
following the termination of his employment with the Company, the Named
Executive Officer will not engage, directly or indirectly, in the sale or
performance of any services for a customer for whom he performed services at any
time during the twelve month period immediately preceding the termination of his
employment.
CERTAIN TRANSACTIONS
In March 1995, the Company entered into a license agreement with Aventis,
S.A. (formerly, Hoechst Marion Roussel, Inc.). Under the terms of the license
agreement, the Company granted Aventis an exclusive, worldwide license to any
patents issued to the Company related to its original 1993 TAM U.S. patent
application. Pursuant to the license agreement, Aventis paid the Company
approximately $21.4 million in royalties in 1999. Aventis is obligated to pay
ongoing royalties to the Company based upon sales of fexofenadine HCl. In
connection with the transactions contemplated by the license agreement, Aventis
purchased approximately 1.6 million shares of the Company's Common Stock and was
granted demand registration rights with respect to such shares whereby Aventis
has the right (i) on any one occasion beginning six months after completion of
the Company's initial public offering to require the Company to register its
shares under the Securities Act for resale to the public (provided that the
aggregate offering price of such shares must be at least $3.0 million), (ii) to
require the Company to register its shares on a "shelf" registration statement
in the event the Company registers shares held by Dr. D'Ambra and/or Mr. Opalka
under certain specified circumstances and (iii) to require the Company to
include shares held by Aventis on registration statements independently filed by
the Company, subject to certain restrictions. In addition, the Company has
agreed to indemnify Aventis, its subsequent transferees and any underwriters and
each of their controlling persons against claims and liabilities, including
claims and liabilities arising under the securities laws.
Dr. D'Ambra is entitled to payments under the Company's Technology
Development Incentive Plan for amounts paid to the Company under the license
agreement with Aventis, including 10% of all royalties paid to the Company.
During 1999, Dr. D'Ambra earned the right to receive payments in the aggregate
amount of $2,131,839 under this plan.
10
<PAGE>
PRINCIPAL AND MANAGEMENT STOCKHOLDERS
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of April 12, 2000 of (i) each person
known by the Company to beneficially own five percent or more of the outstanding
shares of the Company's Common Stock, (ii) the directors and Named Executive
Officers of the Company and (iii) all directors and executive officers of the
Company as a group. Unless otherwise indicated below, to the knowledge of the
Company, all persons listed below have sole voting and investment power with
respect to their shares of Common Stock, except to the extent authority is
shared by spouses under applicable law.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED
----------------------
NAME OF BENEFICIAL OWNER(1) NUMBER PERCENT(2)
- --------------------------- --------- ----------
<S> <C> <C>
Thomas E. D'Ambra, Ph.D.(3)............................. 4,290,245 29.1%
Constance M. D'Ambra(4)................................. 4,290,245 29.1
Chester J. Opalka(5).................................... 1,922,081 13.0
Aventis, S.A.(6)........................................ 1,142,231 7.8
Donald E. Kuhla, Ph.D.(7)............................... 73,461 *
Michael P. Trova, Ph.D.(8).............................. 43,412 *
Anthony P. Tartaglia, M.D.(9)........................... 41,428 *
Lawrence D. Jones, Ph.D.(10)............................ 11,223 *
Frank W. Haydu, III(11)................................. 3,000 *
Kevin O'Connor.......................................... 1,000 *
David P. Waldek(12)..................................... -- *
All executive officers and directors as a group
(11 persons)(13)...................................... 6,470,222 43.2
</TABLE>
- ------------------------
* Less than 1%.
(1) The address of all listed stockholders other than Aventis, S.A. is c/o
Albany Molecular Research, Inc., 21 Corporate Circle, Albany, New York
12203. The address of Aventis, S.A. is c/o Aventis Pharmaceuticals Inc.,
10236 Marion Park Drive, Kansas City, Missouri 64137.
(2) All percentages have been determined as of April 12, 2000 in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). For purposes of this table, a person or group of persons is
deemed to have "beneficial ownership" of any shares of Common Stock which
such person has the right to acquire within 60 days after April 12, 2000.
For purposes of computing the percentage of outstanding shares of the
Company's Common Stock held by each person or group of persons named above,
any shares of Common Stock which such person or persons has or have the
right to acquire within 60 days after April 12, 2000 is deemed to be
outstanding, but is not deemed to be outstanding for the purpose of
computing the percentage ownership of any other person. As of April 12,
2000, a total of 14,748,423 shares of Common Stock were issued and
outstanding.
(3) Includes 1,671,164 shares held by the Thomas E. D'Ambra GRAT I trust of
which Dr. D'Ambra serves as the trustee. By virtue of his position as
trustee, Dr. D'Ambra may be deemed to be the beneficial owner of all shares
held by such trust. Also includes 2,619,081 shares owned jointly by Dr. and
Mrs. D'Ambra, as to which shares Dr. and Mrs. D'Ambra share voting and
investment power. Excludes 30,992 shares subject to options not exercisable
within 60 days.
(4) Includes 2,619,081 shares owned jointly by Dr. and Mrs. D'Ambra, as to which
shares Dr. and Mrs. D'Ambra share voting and investment power. Also includes
1,671,164 shares held by the Thomas E. D'Ambra GRAT I trust of which
Dr. D'Ambra serves as the trustee, as to which shares Mrs. D'Ambra disclaims
beneficial ownership.
11
<PAGE>
(5) Includes 382,176 shares held by the Chester J. Opalka 1997 Retained Annuity
Trust of which Mr. Opalka serves as a co-trustee. By virtue of his position
as a co-trustee, Mr. Opalka may be deemed to be the beneficial owner of all
shares held by such trust. Includes 5,603 shares subject to options
exercisable within 60 days. Excludes 11,451 shares subject to options not
exercisable within 60 days.
(6) Aventis S.A. is a publicly held French company formed on December 15, 1999
through the merger of Hoechst Aktiengesellschaft, a German corporation, and
Rhone Poulenc, a French company. Aventis S.A. is the parent of Aventis
Pharmaceuticals Inc. ("API") and HMR Pharma, Inc. ("Pharma"). API and Pharma
made a filing with the Securities and Exchange Commission on Schedule 13G on
December 22, 1999 in which they reported as a group sole voting and
investment power with respect to the above shares.
(7) Includes 71,250 shares subject to options exercisable within 60 days.
Excludes 81,000 shares subject to options not exercisable within 60 days.
(8) Includes 25,412 shares subject to options exercisable within 60 days.
Excludes 22,997 shares subject to options not exercisable within 60 days.
(9) Includes 35,625 shares subject to options exercisable within 60 days.
Excludes 6,250 shares subject to options not exercisable within 60 days.
(10) Excludes 37,250 shares subject to options not exercisable within 60 days.
(11) Includes 1,875 shares subject to options exercisable within 60 days.
Excludes 6,250 shares subject to options not exercisable within 60 days.
(12) Excludes 62,000 shares subject to options not exercisable within 60 days.
(13) Includes 220,818 shares subject to options exercisable within 60 days.
Excludes 527,829 shares subject to options not exercisable within 60 days.
12
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph provides a comparison, from February 4, 1999, the date
of the Company's initial public offering, through December 31, 1999, of the
cumulative total stockholder return (assuming reinvestment of any dividends)
among the Company, the Nasdaq Stock Market (U.S. Companies) Index (the "Nasdaq
Index") and the Nasdaq Pharmaceuticals Index (the "Pharmaceuticals Index"). The
historical information set forth below is not necessarily indicative of future
performance. Data for the Nasdaq Index and the Pharmaceuticals Index were
provided to the Company by the Center for Research in Security Prices.
[GRAPH]
<TABLE>
<CAPTION>
NASDAQ STOCK MARKET
ALBANY MOLECULAR (U.S. COMPANIES) NASDAQ
RESEARCH, INC. INDEX PHARMACEUTICALS INDEX
---------------- ------------------- ---------------------
<S> <C> <C> <C>
February 4, 1999......................... 100.00 100.00 100.00
February 26, 1999........................ 85.11 94.87 96.29
March 31, 1999........................... 106.38 102.03 103.28
April 30, 1999........................... 106.38 105.26 95.06
May 28, 1999............................. 125.53 102.42 101.21
June 30, 1999............................ 126.60 111.64 105.09
July 30, 1999............................ 144.68 109.64 117.19
August 31, 1999.......................... 132.98 114.26 127.34
September 30, 1999....................... 106.92 114.33 120.10
October 29, 1999......................... 105.85 123.40 121.57
November 30, 1999........................ 122.87 138.34 136.33
December 31, 1999........................ 129.79 168.67 174.77
</TABLE>
13
<PAGE>
EXPENSES OF SOLICITATION
The Company will pay the entire expense of soliciting proxies for the Annual
Meeting. In addition to solicitations by mail, certain directors, officers and
regular employees of the Company (who will receive no compensation for their
services other than their regular compensation) may solicit proxies by
telephone, telegram or personal interview. Banks, brokerage houses, custodians,
nominees and other fiduciaries have been requested to forward proxy materials to
the beneficial owners of shares held of record by them and such custodians will
be reimbursed for their expenses.
SUBMISSION OF STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Stockholder proposals submitted pursuant to Exchange Act Rule 14a-8 for
inclusion in the Company's proxy statement and form of proxy for the 2001 annual
meeting of stockholders must be received in writing by the Company by
January 1, 2001. Such proposals must also comply with the requirements as to
form and substance established by the Securities and Exchange Commission if such
proposals are to be included in the proxy statement and form of proxy. Any such
proposals should be mailed to: Albany Molecular Research, Inc., 21 Corporate
Circle, Albany, New York 12203-5154, Attention: Secretary.
Stockholder proposals intended to be presented at the 2001 annual meeting of
stockholders, other than stockholder proposals submitted pursuant to Exchange
Act Rule 14a-8, must be delivered to, or mailed and received at, Albany
Molecular Research, Inc., 21 Corporate Circle, Albany, New York 12203-5154,
together with all supporting documentation required by the Company's Amended and
Restated By-laws, not earlier than January 31, 2001 nor later than March 17,
2001; provided, however, that in the event that the annual meeting is scheduled
to be held before May 1, 2000 or after July 30, 2000, notice must be so
delivered not later than the close of business on the later of (i) the 75th day
prior to the scheduled date of such annual meeting or (ii) the 15th day
following the day on which public announcement of the date of such meeting is
first made by the Company. The proposal must also comply with the other
requirements contained in the Company's Amended and Restated By-laws, including
supporting documentation and other information. Proxies solicited by the Board
of Directors will confer discretionary voting authority with respect to these
proposals, subject to the Securities and Exchange Commission's rules governing
the exercise of this authority.
INDEPENDENT ACCOUNTANTS
On April 4, 2000, the Company dismissed KPMG LLP ("KPMG") and engaged
PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") as the Company's
independent accountants for the fiscal year ending December 31, 2000. In each
case, the decision was approved by the Board of Directors of the Company, upon
the recommendation of the Audit Committee.
KPMG's reports on the consolidated financial statements of the Company for
the past two years did not contain an adverse opinion or a disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope or
accounting principles. During the Company's two most recent fiscal years and the
subsequent interim period preceding the dismissal of KPMG, there were no
disagreements with KPMG regarding any matters of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of KPMG, would have caused
KPMG to make reference to the subject matter of the disagreements in connection
with its report.
A representative from each of PricewaterhouseCoopers and KPMG will be
present at the Annual Meeting and will be given the opportunity to make a
statement if he or she so desires. The representatives will be available to
respond to appropriate questions.
14
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and persons who own more than 10% of the Company's outstanding
shares of Common Stock, to file reports of ownership and reports of changes in
ownership with the Securities and Exchange Commission. Such officers, directors
and 10% beneficial owners are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company by the executive officers, directors and
greater than 10% beneficial owners, all Section 16(a) filing requirements were
satisfied, except that: (i) Dr. Tartaglia inadvertently filed a Form 4 late,
(ii) Dr. Jones inadvertently filed a Form 4 late and (iii) Mrs. D'Ambra
inadvertently filed a Form 3 late.
OTHER MATTERS
The Board of Directors does not know of any matters other than those
described in this Proxy Statement that will be presented for action at the
Annual Meeting. If other matters are duly presented, proxies will be voted in
accordance with the best judgment of the proxy holders.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE
REQUESTED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
15
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
21 CORPORATE CIRCLE
ALBANY, NEW YORK 02203-5154
PROXY FOR THE 2000 MEETING OF STOCKHOLDERS
MAY 31, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF ALBANY MOLECULAR RESEARCH, INC.
The undersigned acknowledge(s) receipt of the accompanying Notice of
Annual Meeting of Stockholders and Proxy Statement, each dated May 1, 2000,
and hereby constitutes and appoints Thomas E. D'Ambra, Ph.D. and David P.
Waldek (the "Proxies") and each of them, as Proxies of the undersigned, each
with the power to appoint his substitute and to act alone, and authorizes
each of them acting singly, to represent and to vote, as designated on the
reverse side of this proxy card, all shares of Common Stock of Albany
Molecular Research, Inc., held of record by the undersigned on April 12,
2000, at the 2000 Annual Meeting of Stockholders (the "Annual Meeting") to be
held on Wednesday, May 31, 2000 at 10:00 a.m., local time, and at any
adjournments or postponements thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTIONS ARE INDICATED,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES SET FORTH IN
PROPOSAL 1. A STOCKHOLDER WISHING TO VOTE IN ACCORDANCE WITH THE BOARD OF
DIRECTORS' RECOMMENDATIONS NEED ONLY SIGN AND DATE THIS PROXY AND RETURN IT
IN THE POSTAGE PAID ENVELOPE PROVIDED.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1
APPEARING ON THE REVERSE SIDE HEREOF.
- ------------------------------------------------------------------------------
<PAGE>
Please mark
your vote as
indicated in
this example
1. ELECTION OF DIRECTORS:
FOR all nominees WITHHOLD
listed to the right AUTHORITY Donald E. Kuhla, Ph.D. and
(except as marked to vote for all Kevin O'Connor
to the contrary nominees listed
to the right (INSTRUCTION: TO WITHHOLD
AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, DRAW A
LINE THROUGH THAT INDIVIDUAL'S
NAME ABOVE.)
2. In their discretion, the Proxies are each authorized to vote upon such
other business as may properly come before the Annual Meeting and any
adjournments or postponements thereof.
Date , 2000
------------------------
-----------------------------------
Signature
-----------------------------------
Signature, if held jointly
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If
executed by a corporation or
partnership, the proxy should be signed
by a duly authorized person of the
stockholders' corporation or partnership,
stating his or her title or authority.
PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
