<PAGE> 1
SCHEDULE 14A INFORMATION
(Rule 14a-101)
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
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 sec.240.14a-11(c) or sec.240.14a-12
WOMEN FIRST HEALTHCARE, INC.
________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(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:
(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) Date Filed:
<PAGE> 2
WOMEN FIRST HEALTHCARE, INC.
12220 EL CAMINO REAL, SUITE 400
SAN DIEGO, CALIFORNIA 92130
___________________
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS AND PROXY STATEMENT
TO THE STOCKHOLDERS OF WOMEN FIRST HEALTHCARE, INC.:
Notice is hereby given that the Annual Meeting of the Stockholders of
Women First HealthCare, Inc. (the "Company") will be held on September 12, 2000,
at 10:30 a.m., at the La Jolla Marriott, 4240 La Jolla Village Drive, La Jolla,
California, for the following purposes:
1. To elect one director for a three-year term to expire at the 2003
Annual Meeting of Stockholders. The present Board of Directors of
the Company has nominated and recommends for election as director
the following person:
Richard L. Rubin
2. To approve amendments to the Women First HealthCare, Inc. 1998
Long-Term Incentive Plan ("1998 Plan"), which among other things
increases the number of shares of common stock available for
issuance thereunder from 2,249,985 to 2,949,985 shares.
3. To ratify the selection of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending December 31, 2000.
4. To transact such other business as may be properly brought before
the Annual Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on July 21, 2000 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Annual Meeting and at any adjournment or postponement thereof.
Accompanying this Notice is a Proxy. WHETHER OR NOT YOU EXPECT TO BE AT
THE ANNUAL MEETING, PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT
PROMPTLY. If you plan to attend the Annual Meeting and wish to vote your shares
personally, you may do so at any time before the Proxy is voted.
All stockholders are cordially invited to attend the meeting.
By Order of the Board of Directors,
Edward F. Calesa
President and Chief Executive Officer
San Diego, California
August 9, 2000
<PAGE> 3
WOMEN FIRST HEALTHCARE, INC.
12220 EL CAMINO REAL, SUITE 400
SAN DIEGO, CALIFORNIA 92130
___________________
PROXY STATEMENT
The Board of Directors (the "Board") of Women First HealthCare, Inc., a
Delaware corporation (the "Company" or "Women First"), is soliciting the
enclosed Proxy for use at the Annual Meeting of Stockholders of the Company to
be held on September 12, 2000, at 10:30 a.m., at the La Jolla Marriott, 4240 La
Jolla Village Drive, La Jolla, California (the "Annual Meeting"), and at any
adjournments thereof. This Proxy Statement will be first sent to stockholders on
or about August 9, 2000.
All stockholders who find it convenient to do so are cordially invited to
attend the meeting in person. In any event, please complete, sign, date and
return the Proxy in the enclosed envelope.
A proxy may be revoked by written notice to the Secretary of the Company
at any time prior to the voting of the proxy, or by executing a later proxy or
by attending the meeting and voting in person. Unrevoked proxies will be voted
in accordance with the instructions indicated in the proxies, or if there are no
such instructions, such proxies will be voted for the election of the Board's
nominees for director, for approval of the amendments to the 1998 Plan and
ratification of the Company's auditors. Shares represented by proxies that
reflect abstentions or include "broker non-votes" will be treated as present and
entitled to vote for purposes of determining the presence of a quorum.
Abstentions and "broker non-votes" do not constitute a vote "for" or "against"
any matter and thus will be disregarded in the calculation of "votes cast."
Stockholders of record at the close of business on July 21, 2000 (the
"Record Date") will be entitled to vote at the meeting. As of that date,
17,484,906 shares of common stock, par value $.001 per share ("Common Stock"),
were outstanding. Each share of Common Stock is entitled to one vote. A majority
of the outstanding shares of the Company entitled to vote, represented in person
or by proxy at the Annual Meeting, constitutes a quorum. A plurality of the
votes cast at the Annual Meeting is required to elect directors, and a majority
of the shares present in person or represented by proxy and entitled to vote at
the Annual Meeting is required to approve the amendments to the 1998 Plan, and
the ratification of the selection of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending December 31, 2000.
The cost of preparing, assembling and mailing the Notice of Annual
Meeting, Proxy Statement and Proxy will be borne by the Company. In addition to
soliciting proxies by mail, the Company's officers, directors and other regular
employees, without additional compensation, may solicit proxies personally or by
other appropriate means. It is anticipated that banks, brokers, fiduciaries,
other custodians and nominees will forward proxy soliciting materials to their
principals, and that the Company will reimburse such persons' out-of-pocket
expenses.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board currently consists of seven members. The Company's Fourth
Amended and Restated Certificate of Incorporation provides for the
classification of the Board into three classes, as nearly equal in number as
possible, with staggered terms of office and provides that upon the expiration
of the term of office for a class of directors, nominees for such class shall be
elected for a term of three years or until their successors are duly elected and
qualified. At this meeting, one nominee for director is to be elected as a Class
I director. The nominee is Richard L. Rubin, a member of the present Board. The
Class II and Class III directors have one year and two years, respectively,
remaining on their terms of office. If no contrary indication is made, Proxies
in the accompanying form are to be voted for such nominee or, in the event such
nominee is not a candidate or is unable to serve as a director at the time of
the election (which is not currently expected), for any nominee who shall be
designated by the Board to fill such vacancy.
<PAGE> 4
INFORMATION REGARDING DIRECTORS
The information set forth below as to the nominee for director has been
furnished to the Company by the nominee:
NOMINEE FOR ELECTION TO THE BOARD OF DIRECTORS
FOR A THREE-YEAR TERM EXPIRING AT THE
2003 ANNUAL MEETING OF STOCKHOLDERS
<TABLE>
<CAPTION>
NAME AGE PRESENT POSITION WITH THE COMPANY
---- --- ---------------------------------
<S> <C> <C>
Richard L. Rubin...... 71 Director
</TABLE>
Richard L. Rubin, Ph.D. has served as a director of Women First since
November 1996 and held the positions of Vice President from December 1996 to
March 1998, Secretary from December 1996 to January 1997 and Treasurer from
December 1996 to August 1997. Dr. Rubin is President of the Dedalus Foundation,
Chairman of New Dimensions in Education and a Professor of Political Science and
Public Policy at Swarthmore College. Since 1968, Dr. Rubin has served as a
business and investment consultant for various companies. From 1963 to 1968, Dr.
Rubin was the Director of Planning & Research for United Merchants &
Manufacturers, Inc. In 1957, Dr. Rubin was appointed Chairman and Chief
Executive Officer of Dorman Mills where he served until 1962. Dr. Rubin holds a
Ph.D. in political science from Columbia University and a B.A. in economics from
Brown University.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
TERM EXPIRING AT THE
2001 ANNUAL MEETING OF STOCKHOLDERS
<TABLE>
<CAPTION>
NAME AGE PRESENT POSITION WITH THE COMPANY
---- --- ---------------------------------
<S> <C> <C>
Nathan Kase........... 70 Director
Anthony P. Maris...... 66 Vice President, Chief Financial Officer,
Treasurer, Secretary and Director
</TABLE>
Nathan Kase, M.D. has served as a director since June 2000. Dr. Kase is
Professor of Obstetrics, Gynecology and Reproductive Science and Dean Emeritus
of the Mount Sinai School of Medicine. From 1985 to 1997, Dr. Kase was Dean of
the Mount Sinai School of Medicine. From 1989 to 1991, he served as President of
the Associated Medical Schools of New York. Dr. Kase's major clinical and
research achievements are focused in reproductive endocrinology. He has authored
over 100 scientific articles and co-authored two textbooks in his field. Dr.
Kase received his residency training in obstetrics and gynecology at the Mount
Sinai School of Medicine. Dr. Kase subsequently joined the faculty of the Yale
University School of Medicine, serving for nearly twenty years, where he rose
from instructor to Professor and Chairman of the Department of Obstetrics and
Gynecology. In 1981, he returned to Mount Sinai as Professor and Chairman of the
Department of Obstetrics, Gynecology and Reproductive Science.
Anthony P. Maris has served as a director and Vice President, Chief
Financial Officer, Treasurer and Secretary of Women First since April 2000. Mr.
Maris joined Women First in September 1997 and served as Vice President and
Chief Financial Officer from September 1997 to July 1998. He served as Vice
President, Finance until February 1999 at which time he became a consultant to
Women First. Prior to joining Women First, Mr. Maris was Vice President,
Treasurer, Chief Financial Officer and Director of Roberts Pharmaceutical Co. He
also held various positions at Hoffman-LaRoche including that of Vice President,
Chief Financial Officer and Member of the Executive Committee and Board of
Directors. Mr. Maris has, for several years, served as an adjunct Professor at
Rutgers Graduate School of Business and Monmouth University Graduate School of
Business. He is a member of the Board of Directors of Pentegra Dental Group. Mr.
Maris received a B.S. from the University of Rhode Island and an M.B.A. from New
York University.
2
<PAGE> 5
TERM EXPIRING AT THE
2002 ANNUAL MEETING OF STOCKHOLDERS
<TABLE>
<CAPTION>
NAME AGE PRESENT POSITION WITH THE COMPANY
---- --- ---------------------------------
<S> <C> <C>
Edward F. Calesa..... 60 President, Chief Executive
Officer and Chairman of the Board
David F. Hale........ 51 Director
Gary V. Parlin....... 58 Director
</TABLE>
Edward F. Calesa co-founded Women First in November 1996 and has served as
a director since that time. Mr. Calesa has served as Chairman of the Board of
Directors since December 1996. Mr. Calesa also served as Women First's President
and Chief Executive Officer from November 1996 to January 1998 and was
reappointed President and Chief Executive Officer effective June 2000. Mr.
Calesa has an extensive background in innovative health care marketing. In 1971,
he co-founded and served as Chairman of the Board of Health Learning Systems
Inc. During his tenure at Health Learning Systems, Mr. Calesa developed working
relationships with many academic medical specialists and medical organizations,
including the National Institutes of Health, National Board of Medical
Examiners, Educational Testing Services, Washington Business Group on Health,
and Voluntary Hospitals of America and numerous pharmaceutical companies. Mr.
Calesa sold Health Learning Systems in December 1988 to WPP Group, plc. From
January 1989 to November 1996, Mr. Calesa served as General Partner of an
investment partnership, Calesa Associates. Mr. Calesa received an M.B.A. in
marketing from Fairleigh Dickinson University and a B.A. in economics from
Columbia College.
David F. Hale joined Women First as President and Chief Executive Officer
in January 1998 and has served as a director since that time. Mr. Hale resigned
as President and Chief Executive Officer effective June 2000, and entered into a
two year consulting agreement with the Company. Mr. Hale served from May 1987 to
November 1997 as President and Chief Executive Officer of Gensia Inc., which
became Gensia Sicor Inc. and later Sicor, Inc., and as Chairman of that company
from May 1991 to November 1997. From 1986 to 1987, Mr. Hale was President and
CEO of Hybritech, Inc., a division of Eli Lilly & Company. He joined Hybritech,
Inc. in 1982 as Senior Vice President of Marketing and Business Development,
became Executive Vice President and Chief Operating Officer in 1982 and became
President in 1983. From 1981 to 1982, Mr. Hale was Vice President and General
Manager of BBL Microbiology Systems, a division of Becton, Dickinson and
Company, and from 1980 to 1981 he was Vice President, Sales & Marketing. From
1971 to 1980, he held various marketing management positions with Ortho
Pharmaceutical Corporation, a division of Johnson & Johnson, including Director
of Marketing of the Ortho Dermatological Division and Director of Product
Management for Ortho Pharmaceutical Corporation. Mr. Hale also serves on the
Board of Directors of Dura Pharmaceuticals, Inc., LMA North America and
Metabasis Therapeutics. Mr. Hale received a B.A. in biology from Jacksonville
State University.
Gary V. Parlin has served as a director of Women First since November 1997
and a consultant from February 1998 to August 1999. Mr. Parlin retired from
Johnson & Johnson in July 1997 after 33 years with that corporation. At
retirement, he was a Company Group Chairman and previously had worldwide
responsibility for the Cilag Pharmaceutical Group and Ortho Biotech. Mr. Parlin
joined Ortho Pharmaceutical Corporation in 1964 and held a number of sales and
marketing positions. In 1977, he was promoted to Vice President, Sales and
Marketing and became a member of the Ortho Pharmaceutical Corporation Board of
Directors at that time. In 1980, Mr. Parlin was appointed Managing Director of
Ortho-Cilag Limited and in 1983 he was named President of Ortho Pharmaceuticals,
Inc. Mr. Parlin was appointed to the Pharmaceutical/Diagnostics Group Operating
Committee in 1985. Mr. Parlin holds a B.S. in business from California State
University, San Jose.
BOARD MEETINGS
The Company's Board held four regularly scheduled meetings and three
special telephonic meetings during 1999. No nominee for director who served as a
director during the past year attended fewer than 75% of the aggregate of the
total number of meetings of the Board and the total number of meetings of
committees of the Board on which he or she served.
3
<PAGE> 6
COMMITTEES OF THE BOARD
COMPENSATION COMMITTEE: The Compensation Committee consists of Messrs.
Parlin and Rubin. The Compensation Committee determines compensation for the
Company's senior management and administers the 1998 Plan and the Company's 1999
Non-Qualified Stock Option Plan. The Compensation Committee held eight meetings
during 1999.
AUDIT COMMITTEE: During 1999, Mr. Rubin and Mr. Simon, a former member of
the Board of Directors, served on the Audit Committee. The Audit Committee makes
recommendations concerning the engagement of independent public accountants,
reviews with the independent public accountants the plans and results of the
audit engagement, approves professional services provided by the independent
public accountants, reviews the independence of the independent public
accountants, considers the range of audit and non-audit fees and reviews the
adequacy of the Company's internal accounting controls. The Audit Committee held
two meetings during 1999.
COMPENSATION OF DIRECTORS
The directors of the Company have never received any regular cash
compensation from the Company for services rendered as directors; however, the
Company does reimburse directors for their travel expenses incurred in attending
meetings of the Board. Gary V. Parlin, a director of Women First, served as a
consultant with the Company through August 1999 under which Mr. Parlin received
fees of $5,000 per month. Prior to his election to the Board of Directors in
April 2000, Anthony P. Maris had a consulting arrangement with the Company under
which Mr. Maris provided part-time consulting services and received a minimum
monthly consulting fee of $8,750 and reimbursement for travel expenses incurred
in performing his consulting duties. Nathan Kase, a director of Women First,
serves as a consultant to the Company and currently receives a fee of $5,000 per
month. Outside directors of the Company who are not employees of the Company are
also eligible to receive initial one-time grants of nonqualified stock options
for a specified number of shares upon their appointment to the Board and grants
of additional nonqualified stock options upon the conclusion of each regular
annual meeting of the Company's stockholders for so long as they remain on the
Board. The Company's Board of Directors has the discretion to determine the
amount to be granted upon appointment and annually. Notwithstanding the
foregoing, total grants to directors under the 1998 Plan may not exceed 15% of
the maximum number of shares available for grant under the 1998 Plan (subject to
adjustment).
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE
NOMINEES LISTED ABOVE. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO
VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE ON THE ACCOMPANYING PROXY.
4
<PAGE> 7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of July 21, 2000 regarding
the beneficial ownership of the Company's Common Stock by (a) each person known
to the Board of Directors to own beneficially 5% or more of the Company's Common
Stock; (b) each director of Women First; (c) the Named Executive Officers (as
defined below); and (d) all directors and executive officers of Women First as a
group. Information with respect to beneficial ownership has been furnished by
each director, officer or 5% or more stockholder, as the case may be. The
address for all executive officers and directors is c/o Women First HealthCare,
Inc., 12220 El Camino Real, Suite 400, San Diego, California 92130.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission which generally attribute beneficial
ownership of securities to persons who possess sole or shared voting power or
investment power with respect to those securities and includes shares of Common
Stock issuable pursuant to the exercise of stock options or warrants that are
immediately exercisable or exercisable within 60 days. Unless otherwise
indicated, the persons or entities identified in this table have sole voting and
investment power with respect to all shares shown as beneficially owned by them.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF
OF COMMON STOCK COMMON STOCK
BENEFICIALLY BENEFICIALLY
NAME AND ADDRESS OWNED(1) OWNED
---------------- ---------------- -------------
<S> <C> <C>
Edward F. Calesa............................... 5,286,082 30.23%
David F. Hale(2)............................... 772,101 4.26%
Susan E. Dube.................................. 32,441 *
Debra P. Crawford.............................. -- *
Jeffrey W. Raser............................... 45,604 *
Meredith A. Brokaw............................. 9,707 *
Gary V. Parlin................................. 42,358 *
Richard L. Rubin............................... 183,000 1.05%
Nathan Kase.................................... 85,080 *
Anthony P. Maris............................... 92,688 *
Randi C. Crawford(3)........................... 1,064,347 6.08%
Johnson & Johnson Development Corporation(4)... 2,137,769 12.08%
Capital Research and Management Company........ 1,160,000 6.63%
Executive Officers and Directors as a Group
(15 persons)(5)............................. 7,722,558 41.97%
</TABLE>
-----------------------
* Less than 1%.
(1) The following table indicates those people whose total number of
beneficially owned shares include shares subject to options exercisable
within 60 days of July 21, 2000:
<TABLE>
<CAPTION>
Shares Subject Shares Subject
to Options to Warrants
-------------- --------------
<S> <C> <C>
Edward F. Calesa ................. -- 2,758
David F. Hale .................... 655,477 324
Susan E. Dube .................... 32,441 --
Jeffrey W. Raser ................. 35,604 --
Meredith A. Brokaw ............... 9,707 --
Anthony P. Maris ................. 34,452 811
Gary V. Parlin ................... 41,547 811
Randi C. Crawford ................ 27,450 --
</TABLE>
(2) Includes 116,300 shares held by the David F. & Linda C. Hale Trust, of
which Mr. Hale is a trustee.
(3) Ms. Randi C. Crawford is Edward F. Calesa's daughter.
(4) Includes 218,042 shares subject to currently exercisable warrants.
(5) See note (1). Includes 34,508 and 100 shares held by Nancy J. Casey and
Wendy S. Johnson, respectively. Includes 10,214, 30,041 and 34,206 shares
subject to options exercisable within 60 days of the date of this table by
Nancy J. Casey, Wendy S. Johnson and Robert L. Jones, respectively.
Includes 81 shares subject to warrants exercisable by Wendy S. Johnson.
5
<PAGE> 8
EXECUTIVE COMPENSATION AND OTHER INFORMATION
EXECUTIVE OFFICERS
The executive officers and key employees of the Company and their ages as
of July 21, 2000 are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Susan E. Dube 53 Senior Vice President, Consumer Division
Jeffrey W. Raser 39 Senior Vice President, Business Development
Randi C. Crawford 31 Vice President, Educational Program Development
Wendy S. Johnson 48 Vice President, Business Development
Robert L. Jones 55 Vice President, Human Resources and
Administration
Robert S. Plucinski 50 Vice President, Strategic Relationships and
Education
Nancy J. Casey 48 Vice President, Pubic Relations
</TABLE>
Susan E. Dube joined Women First in July 1998 as Vice President, Strategic
Planning & Acquisitions and was promoted to Senior Vice President in December
1999. Effective July 2000, Ms. Dube serves as Senior Vice President, Consumer
Division. From October 1997 until she joined Women First, Ms. Dube was Senior
Vice President, Strategy & Corporate Development for Imagyn Medical
Technologies, Inc. From January 1996 to September 1997, Ms. Dube served as Vice
President, Marketing and Business Development and Vice President, Business
Development at Imagyn Medical, Inc. From August 1995 to December 1995, Ms. Dube
served as a consultant for LifeScience Economics, Inc. during which time she
consulted for Imagyn Medical, Inc. Ms. Dube also served as President and Chief
Executive Officer of BioInterventions, Inc. from June 1994 to August 1995. From
August 1993 to May 1994, she served as an independent consultant to a number of
health care companies. From May 1991 to August 1993, she was Executive Vice
President and Chief Operating Officer of Adeza Biomedical, Inc. She was employed
as Vice President, Ventures at the Brigham and Women's Hospital from 1985 to
1991. Ms. Dube holds an M.B.A. from Harvard University and a B.A. in government
from Simmons College.
Jeffrey W. Raser joined Women First in March 1998 as Vice President,
Professional Sales and Marketing. Effective July 2000, Mr. Raser was promoted to
Senior Vice President, Business Development. From January 1995 until he joined
Women First, Mr. Raser was Director, Business Operations at Roche Laboratories,
Inc. Mr. Raser held a number of positions at Roche Laboratories, including
Director of Customer Marketing from December 1992 to December 1994, Market
Segment Manager, Director of Managed Care and Entitlement Programs from January
1991 to December 1992 and Senior Regional Manager, State Government Affairs from
February 1990 to January 1991. Mr. Raser worked for Lederle Laboratories as
Manager, Marketing Communications from January 1988 to January 1990 and Regional
Manager, State Government Relations from June 1985 to December 1987. Mr. Raser
holds a B.A. in government from Franklin and Marshall College.
Randi C. Crawford co-founded Women First and served as Vice President,
Marketing Research from February 1997 to February 1998. She served as Secretary
of Women First from January 1997 through March 1998. She assumed the role of
Vice President, Educational Program Development in February 1998 and currently
holds this position. From November 1995 until joining Women First, Ms. Crawford
was a research analyst with Calesa Associates specializing in investment
opportunities in health care companies. From October 1991 to November 1995, Ms.
Crawford worked as a consultant engaging in the creation and production of
children's television programming for Fox Television, Lifetime Television, DIC
Entertainment and Saban Entertainment, Inc. Ms. Crawford received a B.A. in
liberal arts from Villanova University. Ms. Crawford is the daughter of Edward
F. Calesa.
Wendy S. Johnson joined Women First in July 1998 as Vice President,
Business Development and resigned effective July 2000. From July 1994 until
joining Women First, Ms. Johnson was Vice President, Corporate Development &
Operations at Prizm Pharmaceuticals, currently Selective Genetics Incorporated.
From July 1990 to June 1994, Ms. Johnson was Vice President, Business
Development and Regulatory Affairs with Cytel Corporation. From June 1988 to
June 1990, Ms. Johnson was with Synbiotics Corporation as Manager, Business
Development. She worked for Coralab Research as International Affairs
Administrator from 1986 to 1988. From 1976 to 1986, Ms. Johnson served as
Assistant Director with the Center for Devices and Radiological Health at the
Food and Drug Administration. Ms. Johnson holds an M.B.A. from Loyola
University, an M.S. in clinical microbiology from the Hahnemann Medical School
and a B.S. in microbiology from the University of Maryland.
Robert L. Jones joined Women First in February 1998 as Vice President,
Human Resources and Administration. From March 1996 until he joined Women First,
Mr. Jones was Vice President, Human Resources and Training with Rally's
Hamburgers, Inc. From June 1995 to March 1996, Mr. Jones was a partner with Dick
Wray and Consultants, Inc. From January 1984 to November 1994, Mr. Jones served
as the Corporate Vice President, Human Resources with Foodmaker, Inc. From 1980
to 1984, Mr. Jones served in a number of positions with General Foods
Corporation including Vice President, Personnel, Theme Restaurant Division from
1980 to 1984 and Personnel Director, Foodservice Products Division from 1982 to
1984. Mr. Jones received an M.A. in personnel administration from Ball State
University and a B.S. in education and speech from Ball State University.
6
<PAGE> 9
Robert S. Plucinski joined Women First in March 2000 as Vice President,
Strategic Relationships and Education. Prior to joining Women First, Mr.
Plucinski worked at Health Learning Systems from 1988 to 2000. During his tenure
at Health Learning Systems, he held various management positions, including
Executive Vice-President, Client Service, President, Disease Management Systems,
President, Health Learning Systems Clinical Systems and President of Health
Living Systems. Mr. Plucinski has extensive experience in women's health care,
having been involved for ten years in the contraception marketplace with
Ortho-McNeil Pharmaceutical. Mr. Plucinski's background also includes
pharmaceutical advertising, clinical research and pharmaceutical sales. Mr.
Plucinski received his M.B.A. from Adelphi University, M.S. in neuroendocrine
physiology from New York University, and a B.S. in biology from Fairfield
University.
Nancy J. Casey joined Women First in October 1998 as Vice President,
Catalog Operations and in February 1999 became Vice President, Public Relations.
Effective July 2000, Ms. Casey serves as Vice President, Public Relations. From
August 1995 until October 1998, Ms. Casey was a Co-Chief Executive Officer of As
We Change, LLC and was a co-founder of that company. From June 1985 to January
1997, Ms. Casey was the owner of Nancy Casey Public Relations. Ms. Casey was a
Sales Assistant with Dale Fitzmorris from September 1990 to November 1992. From
May 1987 to September 1990, she served as the Director of Public Relations with
WestCom Group. Ms. Casey holds a B.A. in English from San Diego State
University.
7
<PAGE> 10
EXECUTIVE COMPENSATION
The following table sets forth information concerning compensation for the
years ended December 31, 1999, 1998 and 1997 received by the Chief Executive
Officer and the Company's four most highly compensated executive officers other
than the Chief Executive Officer who were serving as executive officers at the
end of the 1999 fiscal year (the "Named Executive Officers"). David F. Hale
resigned as President and Chief Executive Officer effective June 30, 2000 and
Edward F. Calesa was appointed to these positions. Debra P. Crawford resigned as
Vice President, Chief Financial Officer, Treasurer, and Secretary effective May
5, 2000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------------------------- -----------------------------
OTHER SHARES
NAME AND PRINCIPAL ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) OPTIONS (#) COMPENSATION ($)
------------------ ---- ---------- --------- ---------------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Edward F. Calesa, 1999 $362,512 $140,000 $ 95,392(1) -- --
Chairman of the Board 1998 252,308 -- -- -- --
1997 66,346 -- -- -- --
David F. Hale, Former 1999 350,016 280,000 6,357(2) -- $ 14,532(3)
President and Chief 1998 340,577(4) 75,000 -- 805,200 --
Executive Officer 1997 -- -- -- -- --
Debra P. Crawford, Former 1999 187,500 26,797 -- 18,300 --
Vice President, Chief 1998 67,308 -- -- 45,750 --
Financial Officer, 1997 -- -- -- -- --
Treasurer & Secretary(6)
Susan E. Dube, Senior 1999 187,500 27,179 22,007(7) 18,300 --
Vice President 1998 87,500(8) 17,528 -- 45,750 --
1997 -- -- -- --
Jeffrey W. Raser, Vice 1999 178,500 37,931 -- 18,300 --
President Professional 1998 131,423(9) -- -- 45,750 --
Sales and Marketing 1997 -- -- -- -- --
</TABLE>
-------------------
(1) Consists of relocation expenses and related tax gross-ups paid to Mr.
Calesa in 1999.
(2) Consists of an auto allowance for 1999 paid to Mr. Hale.
(3) Consists of premiums paid on a personal life insurance policy on Mr.
Hale's behalf.
(4) Mr. Hale joined Women First on January 14, 1998. The amount shown in the
salary column reflects amounts actually paid to Mr. Hale during 1998.
(5) Ms. Crawford joined Women First on July 1, 1998. The amount shown in the
salary column reflects amounts actually paid to Ms. Crawford during 1998.
(6) Ms. Crawford resigned from the Company effective May 5, 2000.
(7) Consists of relocation expenses and related tax gross-ups paid to Ms. Dube
in 1999.
(8) Ms. Dube joined Women First on July 6, 1998. The amount shown in the
salary column reflects amounts actually paid to Ms. Dube during 1998.
(9) Mr. Raser joined Women first on March 27, 1998. The amount shown in the
salary column reflects amounts actually paid to Mr. Raser during 1998.
8
<PAGE> 11
OPTION GRANTS DURING FISCAL YEAR 1999
The following table sets forth information regarding options to purchase
Common Stock granted during the year ended December 31, 1999 to each of the
Named Executive Officers. Women First does not have any outstanding stock
appreciation rights.
The potential realizable values are based on an assumption that the price
of the Company's Common Stock will appreciate at the annual rate shown
(compounded annually) from the date of grant until the end of the option term.
These values do not take into account amounts required to be paid as income
taxes under the Internal Revenue Code and any applicable state laws or option
provisions providing for termination of an option following termination of
employment, non-transferability or vesting. These amounts are calculated based
on the requirements promulgated by the Securities and Exchange Commission and do
not reflect the Company's estimate of future stock price growth of the shares of
the Company's Common Stock.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------
% OF TOTAL POTENTIAL REALIZABLE VALUE
NUMBER OF OPTIONS AT ASSUMED ANNUAL RATES OF
SECURITIES GRANTED TO EXERCISE OR STOCK PRICE APPRECIATION
UNDERLYING EMPLOYEES BASE PRICE FOR OPTION TERM
OPTIONS IN FISCAL PER SHARE EXPIRATION ----------------------------------------
NAME GRANTED (#) YEAR(%) ($/SHARE) DATE 0% ($) 5% ($) 10% ($)
---- ----------- ---------- ----------- ----------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Edward F. Calesa ..... -- -- -- -- -- -- --
David F. Hale ........ -- -- -- -- -- -- --
Debra P. Crawford .... 18,300 3.78% $4.81 2/21/09 $ 73,017 $174,294 $329,673
Susan E. Dube ........ 18,300 3.78% $4.81 2/21/09 $ 73,017 $174,294 $329,673
Jeffrey W. Raser ..... 18,300 3.78% $4.81 2/21/09 $ 73,017 $174,294 $329,673
</TABLE>
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table sets forth certain information with respect to the
exercise of options to purchase Common Stock during the year ended December 31,
1999, and the unexercised options held and the value thereof at that date, for
each of the Named Executive Officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED FISCAL YEAR END (#) FISCAL YEAR END ($)(1)
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
---- ----------- ----------- ---------------------- -----------------------
<S> <C> <C> <C> <C>
Edward F. Calesa - - -- --
David F. Hale - - 538,656/266,544 $2,377,574/$1,176,499
Debra P. Crawford - - 21,068/42,982 77,462/132,526
Susan E. Dube - - 20,911/43,139 76,769/133,219
Jeffrey W. Raser - - 27,074/39,976 90,730/119,258
</TABLE>
-------------------
(1) Based on the closing sale price of the Common Stock on December 31, 1999
($5.25), as reported by the Nasdaq National Market, less the option
exercise price.
9
<PAGE> 12
EMPLOYMENT AGREEMENTS
On January 8, 1998, Women First entered into an employment agreement with
Edward F. Calesa, setting forth his duties, compensation, employee benefits and
other terms of employment. Pursuant to this agreement, Mr. Calesa was entitled
to receive a base annual salary of $150,000, which was increased by the
Compensation Committee of the Board of Directors on July 16, 1998 to $350,000
per year, effective July 1, 1998. At the time of this salary increase, the
Compensation Committee determined that Mr. Calesa was eligible to receive a
special bonus allocation. On July 7, 1999, the Compensation Committee approved
an increase in Mr. Calesa's annual base salary to $375,000. Effective April 1,
2000, the Compensation Committee approved a car allowance for Mr. Calesa in the
amount of $1,000 per month. Effective May 1, 2000, Mr. Calesa agreed to a
compensation reduction in the amount of $56,250. The Board appointed Mr. Calesa
as President and Chief Executive Officer effective June 30, 2000.
On January 14, 1998, Women First entered into an employment agreement with
David F. Hale, setting forth his duties, compensation, employee benefits and
other terms of employment. Under the employment agreement, Mr. Hale is eligible
to receive the following cash compensation: (i) a base annual salary of
$350,000, which is subject to increase upon annual review by the Compensation
Committee of the Board of Directors, (ii) a bonus for each fiscal quarter of
$25,000 based upon Mr. Hale's and the Company's performance, and (iii) an annual
bonus in addition to his quarterly bonus based upon his participation in the
Company's Management Incentive Compensation Plan. Under the employment
agreement, the Company agreed to grant Mr. Hale options to purchase up to
805,200 shares of the Company's Common Stock at an exercise price of $0.84 per
share. Effective May 1, 2000, Mr. Hale agreed to a compensation reduction in the
amount of $52,500. Mr. Hale resigned as President and Chief Executive Officer
effective June 30, 2000, and entered into a two year consulting agreement with
the Company that provides for compensation of $150,000 during the first year and
$120,000 during the second year. The Board also approved the payment of Mr.
Hale's salary through July 31, 2000, extension of his medical benefits through
December 31, 2000, and extension of the exercise period on his options to July
31, 2004.
COMPENSATION PLANS
Long-Term Incentive Plan. On March 31, 1998, the Company adopted the Women
First HealthCare 1998 Long-Term Incentive Plan (the "1998 Plan"), in which
2,249,985 shares of Common Stock were reserved for issuance upon exercise of
options granted to officers, employees and directors of, and consultants to, the
Company. The Company's stockholders approved the adoption of the 1998 Plan in
May 1998. The Board of Directors approved certain amendments to the 1998 Plan,
including an increase in the number of shares reserved for issuance under the
1998 Plan to 2,949,985 in March 2000, which is subject to stockholder approval.
See "Proposal 2: Proposal to Approve Amendments to the Company's 1998 Long-Term
Incentive Plan." The 1998 Plan permits the award of non-qualified and incentive
stock options, restricted stock, stock appreciation rights, dividend
equivalents, stock payments or performance awards. The principal purposes of the
1998 Plan are to attract and retain key employees, directors and independent
consultants of the Company and the Company's subsidiaries in order to promote
the interests of Women First's stockholders.
Incentive Stock Plan. The Women First, Inc. Incentive Stock Plan (the
"Incentive Plan") was adopted by the Board of Directors on May 7, 1997, and
approved by its stockholders on May 7, 1997, for the benefit of its employees,
directors and consultants. As of May 31, 2000, there were 27,450 shares of
Common Stock subject to incentive stock options outstanding under the Incentive
Plan. All outstanding options under the Incentive Plan have fully vested. No
additional awards will be made under the Incentive Plan because it was replaced
by the Company's 1998 Long-Term Incentive Plan on March 31, 1998.
Non-Qualified Stock Option Plan. On March 7, 2000, the Company adopted the
1999 Non-Qualified Stock Option Plan of Women First HealthCare, Inc. (the "1999
Plan"), in which 250,000 shares of Common Stock were reserved for issuance upon
exercise of non-qualified stock options granted to:
- key employees who are not officers or directors of Women First,
- newly hired employees who (i) have not previously been employed by
Women First, and (ii) with respect to whom options are to be granted
as an inducement to join the Company, and
- consultants who are not officers or directors of Women First.
In consideration for the granting of an option, the optionee must agree to
remain in the employ of (or to consult for) the Company or any subsidiary of the
Company for a period of at least one year after the option is granted, unless
otherwise provided by the committee or the written stock option agreement. The
principal purpose of the 1999 Plan is to further the Company's growth,
development and financial success by providing additional incentives to key
employees and independent consultants who have been or will be given
responsibility for the management or administration of the Company's business
affairs.
10
<PAGE> 13
Management Incentive Compensation Plan. The Company adopted the Women
First HealthCare Management Incentive Compensation Plan (the "MICP") to offer
incentive compensation to key employees by rewarding the achievement of
corporate goals and specifically measured individual goals. The MICP is governed
by the Compensation Committee of the Board of Directors and administered by the
Company's President and Chief Executive Officer. The Compensation Committee,
however, is responsible for approving any incentive awards to officers of the
Company and for determining and approving any incentive awards to the President
and Chief Executive Officer or Chairman. Awards under the MICP are based upon
the achievement of both individual and corporate objectives.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Currently, Gary V. Parlin and Richard L. Rubin, both of whom are directors
of the Company, serve on the Compensation Committee of the Board of Directors.
Mr. Parlin has served since March 1998 and Mr. Rubin since March 1999. Until
August 1999, Mr. Parlin had a consulting agreement with the Company under which
Mr. Parlin received a monthly consulting fee of $5,000. Mr. Parlin purchased
$100,000 principal amount of short-term notes and warrants to purchase 811
shares of Common Stock in a private placement in March 1999. The short-term
notes had an interest rate of 9% per annum, payable quarterly. The warrants are
exercisable for a period of five years with an exercise price of $9.35. Mr.
Rubin previously held the positions of Vice President, Secretary and Treasurer
of the Company.
From March 1998 until March 1999, Edward F. Calesa, the Chairman of the
Board, JoAnn Heffernan Heisen, a former director, and Gary V. Parlin served on
the Compensation Committee of the Board of Directors. Mr. Calesa is an employee
of the Company and receives an annual salary of $318,750 per year. He is a party
to an employment agreement with Women First for a term of four years commencing
on January 8, 1998. Mr. Calesa also purchased $340,000 principal amount of
short-term notes and warrants to purchase 2,758 shares of Common Stock in a
private placement in March 1999. Ms. Janice Calesa-Sherman, Mr. Calesa's
daughter, purchased $110,000 principal amount of short-term notes and warrants
to purchase 892 shares of Common Stock in a private placement in March 1999.
Ms. Heisen is the Vice President, Chief Information Officer and a member
of the executive committee of Johnson & Johnson. Ms. Heisen resigned from the
Board of Directors of Women First on March 19, 1999. Johnson & Johnson purchased
$1.5 million principal amount of short-term notes and warrants to purchase
12,169 shares of Common Stock in a private placement in March 1999. All of the
principal and unpaid interest on the notes was repaid by the Company in August
1999.
No interlocking relationship exists between any member of the Compensation
Committee and any member of any other Company's Board of Directors or
Compensation Committee.
11
<PAGE> 14
PERFORMANCE GRAPH
The following graph compares total stockholder return on the Company's
Common Stock since June 29, 1999 to two indices: the Nasdaq Composite Index,
U.S. Companies, and the Nasdaq Pharmaceutical Index. The graph assumes an
initial investment of $100 on June 29, 1999.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
Date WFHC Price NASDAQ-US NASDAQ-PHARM
---- ---------- --------- ------------
<S> <C> <C> <C>
06/29/1999 100.0000 100.0000 100.0000
06/30/1999 114.5896 101.4519 100.6746
07/30/1999 98.3741 99.9749 112.2022
08/31/1999 84.3207 103.9347 121.9759
09/30/1999 61.0828 103.7655 115.0444
10/29/1999 64.3259 111.3068 116.5478
11/30/1999 52.9707 123.1811 131.1433
12/31/1999 45.4034 149.7562 168.4646
</TABLE>
12
<PAGE> 15
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is composed of independent outside directors of
the Board. The Committee receives and approves each of the elements of the
executive compensation program of the Company and continually assesses the
effectiveness and competitiveness of the program. In addition, the Committee
administers the stock option program and other key provisions of the executive
compensation program and reviews with the Board all aspects of the compensation
structure for the Company's executives. Set forth below in full is the Report of
the Compensation Committee regarding compensation paid by the Company to its
executive officers during 1999:
COMPENSATION PHILOSOPHY
The Company's compensation policy is to offer the Company's executives
competitive compensation based on overall Company performance, individual
contribution to the financial success of the Company, as well as the achievement
of personal performance. The philosophy of the Company's compensation program is
to employ, retain and reward executives capable of leading the Company in
achieving its business objectives. These objectives include enhancing
stockholder value, maximizing financial performance, preserving a strong
financial posture, increasing the Company's assets and positioning its assets
and business in geographic markets offering long-term growth opportunities. The
accomplishment of these objectives is measured against the conditions
characterizing the industry within which the Company operates.
ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM
Base Salaries are established by the Compensation Committee based on an
executive's job responsibilities, level of experience, individual performance
and contribution to the business with reference to the competitive marketplace
for executive officers at certain other similar companies. Although the
Compensation Committee believes that the base salaries paid to executive
officers of the Company were at levels competitive with salaries at comparable
companies, effective May 1, 2000, the Compensation Committee approved reductions
of 15% of base salary for the Chairman and the President and Chief Executive
Officer and 5% of base salary for all other executive officers of the Company in
an effort to reduce costs.
Annual Incentive Bonuses includes awards granted under the MICP, which is
governed by the Compensation Committee. Awards under the MICP are based upon the
achievement of both individual and corporate objectives.
Long-Term Incentives include awards of stock options. The objective for
the awards is to align closely executive interests with the longer term
interests of stockholders. These awards, which are at risk and dependent on the
creation of incremental stockholder value or the attainment of cumulative
financial targets over several years, represent a portion of the total
compensation opportunity provided for the executive officers. Award sizes are
based on individual performance, level of responsibility, the individual's
potential to make significant contributions to the Company, and award levels at
other similar companies.
CEO COMPENSATION
David F. Hale's base salary was established pursuant to his employment
agreement entered into on January 14, 1998. The Committee believes that the
total compensation of the President and Chief Executive Officer is largely based
upon the same policies and criteria used for other executive officers at
comparable companies. Each year the Compensation Committee reviews the Chief
Executive Officer's compensation arrangement, the individual performance for the
calendar year under review, as well as the Company's performance. In determining
Mr. Hale's bonus for 1999, the Committee considered Mr. Hale's contributions to
the Company and his leadership role in implementing strategic and financial
initiatives designed to augment the Company's development and growth efforts.
During 1999, Mr. Hale received a bonus of $100,000 pursuant to his employment
agreement, and a bonus of $180,000 based upon his participation in the Company's
Management Incentive Compensation Plan. In addition, Mr. Hale's salary was
reviewed by the Compensation Committee, and the Committee did not increase Mr.
Hale's salary. Furthermore, Mr. Hale agreed to a compensation reduction in the
amount $52,500 effective May 1, 2000. With respect to long-term incentives,
during 1999, Mr. Hale was not awarded options to purchase shares of Common Stock
of the Company in his capacity as Chief Executive Officer. The Compensation
Committee believes Mr. Hale's compensation, including salary and bonus, is at a
level competitive with CEO salaries within the specialty pharmaceutical and
biopharmaceutical industries.
13
<PAGE> 16
SECTION 162(m) COMPLIANCE
The Company does not presently anticipate any of the Named Executive
Officers to exceed the million-dollar non-performance based compensation
threshold of Section 162(m) of the Internal Revenue Code. The Company and the
Committee will continue to monitor the compensation levels of the Named
Executive Officers and determine the appropriate response to Section 162(m) when
and if necessary. It is the Company's intent to bring the stock option program
into compliance with Section 162(m), if necessary, to ensure that stock option
grants are excluded from compensation calculation for the purposes of Section
162(m).
CONCLUSION
Through the programs described above, a significant portion of the
Company's compensation program and realization of its benefits is contingent on
both Company and individual performance.
The foregoing report has been furnished by the Compensation Committee.
Gary V. Parlin
Richard L. Rubin
14
<PAGE> 17
CERTAIN TRANSACTIONS
In a private placement of the Company's Series A Preferred Stock, which
commenced in January 1998, Edward F. Calesa, the Company's President, Chief
Executive Officer and Chairman of the Board, purchased 75,000 shares of Series A
Preferred Stock (equivalent to 137,250 shares of Common Stock) for $750,000,
Janice Calesa-Sherman, Mr. Calesa's daughter, purchased 25,000 shares of Series
A Preferred Stock (equivalent to 45,750 shares of Common Stock) for $250,000, a
trust of which David F. Hale, the Company's former President and Chief Executive
Officer, is a trustee, purchased 10,000 shares of Series A Preferred Stock
(equivalent to 18,300 shares of Common Stock) for $100,000, Johnson & Johnson
Development Corporation purchased 900,000 shares of Series A Preferred Stock
(equivalent to 1,647,000 shares of Common Stock) for $9.0 million, and Allen &
Company Incorporated purchased 100,000 shares of Series A Preferred Stock
(equivalent to 183,000 shares of Common Stock) for $1.0 million. The Company
also issued warrants to purchase 205,873 shares of Common Stock, with an
exercise price of $5.46 per share, to Johnson & Johnson Development Corporation
in connection with the private placement. Allen & Company Incorporated received
warrants to purchase an aggregate of 274,499 shares of Common Stock with an
exercise price of $5.46 per share, and other customary fees and expenses, as
consideration for serving as the placement agent for the private placement.
In July 1998, Women First entered into a 10-year exclusive distribution
agreement with Ortho-McNeil Pharmaceutical, Inc., a subsidiary of Johnson &
Johnson, for the purchase and sale of the Ortho-Est(R) oral estrogen product.
This agreement calls for minimum payments for the remaining eight-year term of
the contract, regardless of the actual sales performance of the pharmaceutical
product. In 1999, Women First made aggregate payments in the amount of $8.4
million for product and samples.
Nancy J. Casey, Vice President, Catalog Operations, entered into an
employment agreement with the Company on October 21, 1998 under which Ms. Casey
received an annual base salary in 1999 of $125,000 and $140,000 per year until
the end of the three year term. Women First also entered into employment
agreements with Edward F. Calesa, Chairman of the Board, and David F. Hale,
President and Chief Executive Officer. See "Employment Agreements."
In January 1999, the Company satisfied certain milestones that were set
forth in a Series A Purchase Agreement and in February 1999 issued 550,000
shares of Series A Preferred Stock (equivalent to 1,006,500 shares of Common
Stock) for total proceeds of $5.5 million.
In February 1999, the Company entered into a consulting agreement with
Anthony P. Maris, a director of the Company. Mr. Maris provided part-time
consulting services and received a minimum monthly consulting fee of $8,750 and
reimbursement for travel expenses incurred in performing his consulting duties.
Mr. Maris received $193,000 as total compensation for his consulting services.
Effective April 17, 2000, the Company terminated Mr. Maris' consulting agreement
when he became Vice President, Chief Financial Officer, Treasurer and Secretary.
In March 1999, in connection with the Company's private placement of
short-term notes and warrants to purchase Common Stock, Johnson & Johnson
Development Corporation purchased $1.5 million principal amount of short-term
notes and warrants to purchase 12,169 shares of Common Stock for $1.5 million.
Mr. Calesa purchased $340,000 principal amount of the short-term notes and
warrants to purchase 2,758 shares of Common Stock for $340,000. Janice
Calesa-Sherman, Mr. Calesa's daughter, purchased $110,000 principal amount of
the short-term notes and warrants to purchase 892 shares of Common Stock for
$110,000. Mr. Parlin and Mr. Maris individually purchased $100,000 principal
amount of the short-term notes and warrants to purchase 811 shares of Common
Stock for $100,000. These short-term notes bear interest at a rate of 9% per
annum, payable quarterly. All principal and unpaid interest was repaid in August
1999.
In March 1999, the Company entered into a consulting arrangement with Dr.
Nathan Kase. Dr. Kase provides part time consulting services to the Company and
now receives a monthly consulting fee of $5,000. Dr. Kase received consulting
fees of $56,000 through June 2000. Dr. Kase also received fees of $15,000 in
1999 for his participation on the Company's Health Advisory Board. Dr. Kase was
appointed a director of the Company in June 2000.
In May 1999, the Company entered into a co-promotion agreement with
Ortho-McNeil Pharmaceutical, Inc., a subsidiary of Johnson & Johnson pursuant to
which the Company agreed to co-promote ORTHO TRI-CYCLEN(R), a leading oral
contraceptive, and ORTHO-PREFEST(TM), a new oral hormonal replacement therapy
product. The agreement runs through December 31, 2002 and may be extended by the
Company for one additional year if specified sales goals are met. Effective as
of March 31, 2000, the Company amended certain terms of the co-promotion
agreement, including discontinuing the co-promotion of ORTHO TRI-CYCLEN(R).
In June 1999, in connection with the initial public offering of the
Company's shares, Johnson & Johnson purchased 272,727 shares at the initial
public offering price.
15
<PAGE> 18
PROPOSAL 2
PROPOSAL TO APPROVE AMENDMENTS TO THE COMPANY'S 1998 LONG-TERM
INCENTIVE PLAN
At the Annual Meeting, the stockholders of the Company will be asked to
consider and vote upon a proposal to approve amendments to the Women First
HealthCare, Inc. 1998 Long-Term Incentive Plan (the "1998 Plan"), which among
other things increases the number of shares of Common Stock available for
issuance thereunder from 2,249,985 to 2,949,985. The 1998 Plan was adopted by
the Company's Board of Directors and stockholders, effective May 7, 1998.
DESCRIPTION OF THE 1998 PLAN
GENERAL NATURE AND PURPOSE. On March 31, 1998, the Company's Board of
Directors adopted the Women First HealthCare, Inc. 1998 Long-Term Incentive
Plan. The principal purposes of the 1998 Plan are to provide incentives for key
employees, consultants and independent directors of the Company and its
subsidiaries through granting of options, thereby stimulating their personal and
active interest in the Company's development and financial success, and inducing
them to remain in the Company's employ or retaining their services.
The principal features of the 1998 Plan are summarized below, but the
summary is qualified in its entirety by reference to the full text of the 1998
Plan, as amended and restated, which is set forth as Annex A to this Proxy
Statement.
ADMINISTRATION. The 1998 Plan is administered by the Compensation
Committee comprised of outside directors of the Board of Directors. Subject to
the terms and conditions of the 1998 Plan, the Committee has the authority to
select the persons to whom grants are to be made, to designate the number of
shares of Common Stock to be covered by such grants, to determine the exercise
price of options, and to make all other determinations and to take all other
actions necessary or advisable for the administration of the 1998 Plan. The
Committee also is authorized to adopt, amend and rescind rules relating to the
administration of the 1998 Plan.
PAYMENT FOR SHARES. The 1998 Plan permits the payment of the option
exercise price to be made in cash, cash equivalents or notes acceptable to the
Committee, by arrangement with a broker acceptable to the Committee to deliver
all or part of the proceeds, as applicable, upon the sale of shares underlying
the stock option, by surrender of shares of Common Stock valued at their fair
market value on the date of exercise, or by any combination of the foregoing.
AWARDS UNDER THE PLAN. The 1998 Plan provides that the Committee may grant
or issue non-qualified and incentive stock options, restricted stock, dividend
equivalents, stock appreciation rights, stock payments or performance awards
(each, an "Incentive Award"). Each grant or issuance will be set forth in a
separate agreement with the person receiving the award and will indicate the
type, terms and conditions of the award.
Nonqualified stock options ("NQSOs") provide for the right to purchase
Common Stock at a specified price which may not be less than 85% of the fair
market value on the date of grant and usually will become exercisable (in the
discretion of the Committee) in one or more installments after the grant date.
NQSOs may be granted for any term specified by the Committee.
Incentive stock options, if granted, will be designed to comply with the
provisions of the Internal Revenue Code (the "Code") and will be subject to
restrictions contained in the Code. Among such restrictions, incentive stock
options must have an exercise price not less than fair market value of a share
of the Common Stock on the date of grant, may only be granted to key employees,
and must be exercised within the ten years after the date of grant, but may be
subsequently modified to disqualify them from treatment as incentive stock
options. In the case of an incentive stock option granted to an individual who
owns (or is deemed to own) at least 10% of the total combined voting power of
all classes of stock of the Company, the 1998 Plan provides that the exercise
price must be at least 110% of the fair market of such share of Common Stock.
Restricted stock may be sold to any key employee or consultant at various
prices, and made subject to such restrictions as may be determined by the
Committee. The Company typically has the right to repurchase restricted stock at
the original purchase price if the conditions or restrictions are not met. In
general, restricted stock may not be sold, or otherwise transferred or
hypothecated, until restrictions are removed or expire. Purchasers of restricted
stock, unlike recipients of options, will have voting rights and will receive
dividends prior to the time when the restrictions lapse.
Stock appreciation rights may be granted to any key employee or consultant
in connection with stock options or other awards, or separately. Stock
appreciation rights granted by the Committee in connection with stock options or
other awards will provide for payments to the holder based upon increases in the
price of the Company's Common Stock over the exercise price of the related
option or other awards. Except as required by Section 162(m) of the Code with
respect to stock appreciation rights intended to qualify as performance-based
compensation as described in Section 162(m) of the Code, there are no
restrictions
16
<PAGE> 19
specified in the incentive plan on the exercise of stock appreciation rights or
the amount of gain realizable from stock appreciation, although restrictions may
be imposed by the Board of Directors or Committee in the stock appreciation
agreements. The Committee may elect to pay stock appreciation rights in cash or
in Common Stock or in a combination of both.
Dividend equivalents may be granted to any key employee or consultant by
the Board of Directors or the Committee. The amount of the dividend equivalents
represent the value of the dividends per share paid by the Company, calculated
with reference to the number of shares covered by the stock options, deferred
stock, performance awards, stock appreciation rights or other awards held by the
participant.
Performance awards may be granted to any key employee or consultant by the
Committee. Generally, these awards will be based upon specific performance
targets and may be paid in cash or in Common Stock or in a combination of both.
Performance awards may also include bonuses which may be granted by the
Committee which may be payable in cash or in Common Stock or in a combination of
both.
Stock payments may be received by any key employee or consultant selected
by the Committee in the manner determined from time to time by the Committee.
The number of shares of Common Stock or an option or other right to purchase
Common Stock shall be determined by the Committee, and may be based upon
performance criteria as determined by the Committee.
TERMS OF INCENTIVE AWARDS. The terms of each individual stock option
agreement will specify when each option becomes exercisable or "vested."
Additionally, the Committee has discretion to accelerate vesting of an option,
regardless of the vesting schedule in the stock option agreement. Options,
however, must vest at a rate of at least 20% per year over five years from the
date of grant.
The dates on which options expire will be set forth in the individual
stock option agreements. However, generally options expire on the tenth
anniversary of the date of grant. Further, each option provides for a period of
exercise of at least six months in the event of termination of employment as a
result of death or disability and at least 30 days in the case of termination
other than death or disability. Stock options, like all other Incentive Awards
granted under the 1998 Plan, become 100% vested in the event of the grantee's
death or total and permanent disability.
AMENDMENT AND TERMINATION. The Board may amend, suspend, or terminate the
1998 Plan at any time. An amendment, however, is subject to stockholder approval
to the extent that it affects the accelerated vesting provisions of the 1998
Plan or the adjustment provisions of the 1998 Plan or to the extent required by
applicable laws, regulations and or rules. Further, the Committee may, with the
consent of a holder, modify the terms and conditions of an Incentive Award as it
deems advisable or cancel an award previously granted under the 1998 Plan. Also,
unless the holder consents, no amendment, suspension or termination of the 1998
Plan may impair the rights of the holder under his or her outstanding Incentive
Awards.
Unless sooner terminated by the Board or the Committee, the 1998 Plan will
terminate on March 7, 2008. The termination of the 1998 Plan will not affect the
validity of any option outstanding on the date of termination.
ELIGIBILITY. The Committee may grant Incentive Awards to any employee,
member of the Board of Directors or an affiliate of a member of the Board or an
independent contractor of the Company. Under the 1998 Plan, outside directors
are eligible to receive initial one-time grants of nonqualified stock options
for a specified number of shares upon their appointment to the Board and grants
of additional nonqualified stock options upon the conclusion of each regular
annual meeting of the Company's stockholders for so long as they remain on the
Board. The total grants to outside directors under the Plan may not exceed 15%
of the maximum number of shares of Common Stock available for grant.
FEDERAL INCOME TAX INFORMATION. The income tax consequences of the 1998
Plan under current federal law are summarized below. The discussion is intended
to provide only general information. Federal alternative minimum tax and
employment tax consequences and state, local and foreign tax consequences are
not discussed.
Incentive Stock Options. There generally are no federal income tax
consequences to the holder by reason of the grant or exercise of an incentive
stock option. If a holder holds stock acquired through exercise of an incentive
stock option for at least two years from the date on which the option is granted
and at least one year from the date on which the shares are transferred to the
holder upon exercise of the option, any gain or loss upon sale or other taxable
disposition of such stock will be capital gain or loss. Generally, if the holder
disposes of the stock before the expiration of either of these holding periods
(a "disqualifying disposition"), at the time of disposition, the holder will
realize taxable ordinary income equal to the lesser of (a) the excess of the
stock's fair market value on the date of exercise over the exercise price, or
(b) the holder's actual gain, if any, on the purchase and sale. The holder's
additional gain, if any, upon the disqualifying disposition may be eligible for
capital gain treatment if the required capital gain holding period is met.
Slightly different rules may apply to holders who are subject to Section 16 of
the Exchange Act or who acquire stock subject to certain repurchase options.
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<PAGE> 20
To the extent the holder recognizes ordinary income by reason of a
disqualifying disposition, the Company will generally be entitled (subject to
the requirement of reasonableness, Section 162(m) of the Code and the
satisfaction of a tax-reporting obligation) to a corresponding business expense
deduction in the tax year in which the disqualifying disposition occurs.
Non-Qualified Stock Options. There are no federal income tax consequences
to the holder or the Company by reason of the grant of a non-qualified stock
option. Upon exercise of a non-qualified stock option, the holder will recognize
taxable ordinary income equal to the excess of the stock's fair market value on
the date of exercise over the aggregate option exercise price paid. Generally,
with respect to employees, the Company is required to withhold taxes in an
amount based on the ordinary income recognized. Subject to the requirement of
reasonableness, Section 162(m) of the Code and the satisfaction of a
tax-reporting obligation, the Company generally will be entitled to a business
expense deduction equal to the taxable ordinary income realized by the holder.
Upon disposition of the stock, the holder will recognize a capital gain or loss
equal to the difference between the selling price and the sum of the amount paid
for such stock plus any amount recognized as ordinary income upon exercise of
the option. Such gain or loss will be: (i) long-term if the stock was held for
more than twelve months or (ii) short-term if the stock was held twelve months
or less. Slightly different rules may apply to holders who acquire stock subject
to certain repurchase options or who are subject to Section 16(b) of the
Exchange Act.
Stock Appreciation Rights. A holder of a stock appreciation right will not
realize income for federal income tax purposes as a result of the grant of such
stock appreciation right, but upon exercise of the stock appreciation right
normally will realize compensation income in the year of such exercise equal to
the fair market value of the cash received upon such exercise. The Company (or
its subsidiary which employs the holder) will be entitled to a deduction in the
same amount at the time of exercise of the stock appreciation right.
Performance Awards. A participant who has been granted a performance award
generally will not recognize taxable income at the time of grant, and the
Company will not be entitled to a deduction at that time. When a performance
award is paid, whether in cash or Common Stock, the participant generally will
recognize ordinary income, and the Company will be entitled to a corresponding
deduction.
Dividend Equivalents. A recipient of a dividend equivalent generally will
not recognize taxable income at the time of grant, and the Company will not be
entitled to a deduction at that time. When a dividend equivalent is paid, the
participant generally will recognize ordinary income, and the Company will be
entitled to a corresponding deduction.
Stock Payments. A participant who receives a stock payment in lieu of a
cash payment that would otherwise have been made will generally be taxed as if
the cash payment has been received, and the Company generally would be entitled
to a deduction for the same amount.
Potential Limitation on Company Deductions. Section 162(m) of the Code
denies a deduction to any publicly-held corporation for compensation paid to
certain employees in a taxable year to the extent that compensation exceeds
$1,000,000 for a covered employee. It is possible that compensation attributable
to stock options, when combined with all other types of compensation received by
a covered employee from us, may cause this limitation to be exceeded in any
particular year.
Certain kinds of compensation, including qualified "performance-based
compensation," are disregarded for purposes of the deduction limitation. In
accordance with applicable Treasury regulations issued under Section 162(m),
compensation attributable to stock options will qualify as performance-based
compensation, provided that: either (a) (i) the option plan contains a
per-employee limitation on the number of shares for which options may be granted
during a specified period, (ii) the per-employee limitation is approved by the
stockholders, (iii) the option is granted by a compensation committee comprised
solely of "outside directors" (as defined in Section 162(m)) and (iv) the
exercise price of the option is no less than the fair market value of the stock
on the date of grant; or (b) the option is granted by a compensation committee
comprised solely of "outside directors" and is granted (or exercisable) only
upon the achievement (as certified in writing by the compensation committee) of
an objective performance goal established by the compensation committee while
the outcome is substantially uncertain and approved by the stockholders.
Other Tax Consequences. The foregoing discussion is intended to be a
general summary only of the federal income tax aspects of options granted under
the 1998 Plan; tax consequences may vary depending on the particular
circumstances at hand. In addition, administrative and judicial interpretations
of the application of the federal income tax laws are subject to change.
Furthermore, no information is given with respect to state or local taxes that
may be applicable. Participants in the 1998 Plan who are residents of or are
employed in a country other than the United States may be subject to taxation in
accordance with the tax laws of that particular country in addition to or in
lieu of United States federal income taxes.
GRANTS IN 1999 AND 2000. Pursuant to the 1998 Plan, options for 522,187
shares were granted during fiscal year 1999 at exercise prices ranging from
$.8361 to $14.25 per share. In January through July 2000, options for 386,270
shares were granted under the 1998 Plan at exercise prices ranging from $1.50 to
$5.75 per share.
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PROPOSED AMENDMENTS TO THE 1998 PLAN
Under the current 1998 Plan, 2,249,985 shares of Common Stock are reserved
for issuance. In May 2000, the Board of Directors approved an increase in the
number of shares of Common Stock available for issuance thereunder to 2,949,985
shares. The Board believes that increasing the number of shares available for
issuance to directors under the 1998 Plan is necessary in order for the Company
to attract, motivate and retain qualified persons.
Other proposed amendments to the 1998 Plan include the following:
- A change in the choice of law provision from California to Delaware
to reflect the fact that Women First is a Delaware corporation;
- Changes in the definitions of the words "Consultant" and "Employee"
to add clarity and to conform the term "Consultant" to recent
changes to SEC Form S-8;
- The establishment of a fixed individual "award limit" on the number
of options and SARs that can be granted to an individual to comply
with Section 162(m) of the Code;
- The deletion of a provision in the 1998 Plan that prohibited grants
of Incentive Awards representing more than 15% of the Company's
outstanding Common Stock in any 12-month period;
- Changes to the 1998 Plan's provisions regarding (i) exercise through
surrender of already-owned shares and (ii) satisfaction of
withholding liability through surrender of shares to avoid the
imposition of adverse accounting treatment in connection with such
exercises and to comport with recent accounting pronouncements on
the issue of satisfaction of withholding liability; and
- The elimination of the requirement that financial statements be
delivered annually.
THE AFFIRMATIVE VOTE OF A MAJORITY OF THE SHARES OF THE COMPANY'S COMMON
STOCK REPRESENTED AND VOTING AT THE ANNUAL MEETING WILL BE REQUIRED FOR APPROVAL
OF THE AMENDMENTS TO THE 1998 PLAN. THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" APPROVAL OF THE AMENDMENTS TO THE 1998 PLAN.
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PROPOSAL 3
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young LLP as the Company's
independent auditors for the year ending December 31, 2000 and has directed that
management submit the selection of independent auditors to the stockholders for
ratification at the Annual Meeting. Ernst & Young LLP audited the Company's
financial statements for the periods ended December 31, 1996, 1997, 1998 and
1999. Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting, will have an opportunity to make a statement if they so desire
and will be available to respond to appropriate questions.
Stockholders are not required to ratify the selection of Ernst & Young LLP
as the Company's independent auditors. However, the Company is submitting the
selection of Ernst & Young LLP to the stockholders for ratification as a matter
of good corporate practice. If you fail to ratify the selection, the Board and
the Audit Committee will reconsider whether or not to retain Ernst & Young LLP.
Even if the selection is ratified, the Board and the Audit Committee in their
discretion may direct the appointment of a different independent accounting firm
at any time during the year if they determine that such a change would be in the
best interests of the Company and the Company's stockholders.
The affirmative vote of the holders of a majority of the shares
represented and voting at the meeting will be required to ratify the selection
of Ernst & Young LLP.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE SELECTION OF ERNST &
YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2000.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Under Section 16(a) of the Exchange Act, directors, officers and
beneficial owners of ten percent or more of the Company's Common Stock
("Reporting Persons") are required to report to the Securities and Exchange
Commission on a timely basis the initiation of their status as a Reporting
Person and any changes regarding their beneficial ownership of the Company's
Common Stock. Based solely on the Company's review of such forms received and
the written representations of the Company's Reporting Persons, the Company has
determined that no Reporting Person known to the Company was delinquent with
respect to their reporting obligations as set forth in Section 16(a) of the
Exchange Act, except that Meredith A. Brokaw filed an Initial Statement of
Beneficial Ownership of Securities after the effective date of the Registration
Statement.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Company's Annual
Meeting of Stockholders to be held in 2001 must be received by the Company no
later than December 31, 2000, in order to be included in the Company's proxy
statement and form of proxy relating to that meeting. These proposals must
comply with the requirements as to form and substance established by the
Securities and Exchange Commission for such proposals in order to be included in
the proxy statement. A stockholder who wishes to make a proposal at the 2001
Annual Meeting without including the proposal in the Company's proxy statement
and form of proxy relating to that meeting must notify the Company by March 14,
2001. If the stockholder fails to give notice by this date, then the persons
named as proxies in the proxies solicited by the Board for the 2001 Annual
Meeting may exercise discretionary voting power regarding any such proposal.
ANNUAL REPORT
The Annual Report of the Company for the fiscal year ended December 31,
1999 will be mailed to stockholders of record on or about August 9, 2000. The
Annual Report does not constitute, and should not be considered, a part of this
Proxy solicitation material.
If any person who was a beneficial owner of Common Stock of the Company on
the record date for the Annual Meeting of Stockholders desires additional
information, a copy of the Company's Annual Report on Form 10-K will be
furnished without charge upon receipt of a written request identifying the
person so requesting a report as a stockholder of the Company at such date.
Requests should be directed to Women First HealthCare, Inc., 12220 El Camino
Real, San Diego, California 92130, Attention: CFO.
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OTHER BUSINESS
The Board does not know of any matter to be presented at the Annual
Meeting which is not listed on the Notice of Annual Meeting and discussed above.
If other matters should properly come before the meeting, however, the persons
named in the accompanying Proxy will vote all Proxies in accordance with their
best judgment.
ALL STOCKHOLDERS ARE URGED TO COMPLETE, SIGN AND RETURN THE
ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors
Edward F. Calesa
President and Chief Executive Officer
Dated: August 9, 2000
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<PAGE> 24
DETACH HERE
PROXY
WOMEN FIRST HEALTHCARE, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 12, 2000
The undersigned stockholder of Women First HealthCare, Inc., a Delaware
corporation (the "Company"), hereby appoints Edward F. Calesa and Anthony P.
Maris, and each of them, as proxies for the undersigned with full power of
substitution, to attend the annual meeting of the Company's stockholders to be
held on September 12, 2000 and any adjournment or postponement thereof, to cast
on behalf of the undersigned all votes that the undersigned is entitled to cast
at such meeting and otherwise to represent the undersigned at the meeting with
all powers possessed by the undersigned if personally present at the meeting.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement and revokes any proxy heretofore given with
respect to such meeting.
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
<PAGE> 25
DETACH HERE
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3.
1. To elect the following person who is a nominee to the Company's Board of
Directors.
NOMINEE: (01) Richard L. Rubin
MARK HERE
WITHHELD IF YOU PLAN
FOR FROM TO ATTEND
NOMINEE NOMINEE THE MEETING
[ ] [ ] [ ]
Signature: ___________________________________________ Date: _________________
2. To approve amendments to the Women
First HealthCare, Inc. 1998 Long-Term
Incentive Plan, which among other things
increase the number of shares of
Common Stock available for issuance FOR AGAINST ABSTAIN
thereunder from 2,249,985 to 2,949,985. [ ] [ ] [ ]
3. To ratify the selection of Ernst & Young
LLP as the Company's Independent
auditors for the fiscal year ending
December 31, 2000. [ ] [ ] [ ]
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2 AND 3.
In their discretion, the proxy holders are authorized to vote upon such other
business as may properly come before the annual meeting or any adjournment or
postponement thereof.
All other proxies heretofore given by the undersigned to vote shares of stock
of the Company, which the undersigned would be entitled to vote if personally
present at the annual meeting or any adjournment or postponement thereof, are
hereby expressly revoked.
PLEASE DATE THIS PROXY AND SIGN IT EXACTLY AS YOUR NAME OR NAMES APPEAR BELOW.
WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS AN
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE
AS SUCH. IF SHARES ARE HELD BY A CORPORATION, PLEASE SIGN IN FULL CORPORATE
NAME BY THE PRESIDENT OR OTHER AUTHORIZED OFFICER. IF SHARES ARE HELD BY A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THE PROXY CARD USING THE ENCLOSED
ENVELOPE. IF YOUR ADDRESS IS INCORRECTLY SHOWN, PLEASE PRINT CHANGES.
Signature: __________________________________________ Date: _________________
