Exhibit 99.1
EMPYREAN BIOSCIENCE, INC.
23800 COMMERCE PARK ROAD
SUITE A
CLEVELAND, OHIO 44122
The undersigned hereby appoints Richard C. Adamany and Bennett C. Rubin and each
of them, proxies, with power of substitution and revocation, acting unanimously
and voting or if only one is present and voting then that one, to vote the
shares of stock of EMPYREAN BIOSCIENCE, INC. which the undersigned is entitled
to vote, at the annual meeting of stockholders to be held at the above address
on ___________, 2001 at _____________, eastern standard time, and at any
adjournment or adjournments thereof, with all the powers the undersigned would
possess if present:
For all nominees WITHHOLD
listed at right (except authority to vote for
as marked to the all nominees listed
contrary below) below
I. ELECTION OF [ ] [ ] NOMINEES:
DIRECTORS: Richard C. Adamany
Lawrence D. Bain
INSTRUCTION: TO WITHHOLD AUTHORITY TO Robert G.J. Burg II
VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE Michael Cicak
A LINE THROUGH THAT NOMINEE'S NAME AT Andrew J. Fishleder
RIGHT. Bennett S. Rubin
FOR AGAINST ABSTAIN
2. APPROVAL OF MERGER AGREEMENT [ ] [ ] [ ]
BETWEEN EMPYREAN DELAWARE AND
EMPYREAN WYOMING
FOR AGAINST ABSTAIN
3. APPROVAL OF AMENDMENT TO 1998 [ ] [ ] [ ]
STOCK PLAN
4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON ALL OTHER
MATTERS THAT PROPERLY MAY BE PRESENTED AT THE MEETING.
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF EMPYREAN
BIOSCIENCE, INC. AND WILL BE VOTED FOR THE ELECTION OF DIRECTORS UNLESS MARKED
TO WITHHOLD AUTHORITY AND WILL BE VOTED IN ACCORDANCE WITH ANY SPECIFICATION
INDICATED HEREON; IN THE ABSENCE OF A SPECIFICATION AS TO ANY PROPOSAL, THIS
PROXY WILL BE VOTED FOR SUCH PROPOSAL.
PLEASE SIGN AND DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE
NEED BE AFFIXED IF MAILED IN THE UNITED STATES.
The undersigned hereby revokes proxy or proxies heretofore given to vote such
shares at said meeting or at any adjournment thereof.
Signature of Stockholder: _____________________________ Date:_____________
FIRST CLASS MAIL IMPORTANT: PLEASE SIGN AND RETURN PROMPTLY PROXY MATERIAL
ENCLOSED. (Please sign exactly as name appears on this proxy, indicating, where
proper, official position or representative capacity).
