<PAGE> 1
SCHEDULE 14A (RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14A-11(c) or Rule 14A-12
SYMYX TECHNOLOGIES, 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
SYMYX TECHNOLOGIES, INC.
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 14, 2000
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of SYMYX
TECHNOLOGIES, INC., a Delaware corporation (the "Company"), will be held on
Wednesday, June 14 at 9:00 a.m. local time, at 3100 Central Expressway, Santa
Clara, California 95051 for the following purposes (as more fully described in
the Proxy Statement accompanying this Notice):
1. To elect three (3) Class I directors to serve for terms of three years
expiring upon the 2003 Annual Meeting of Stockholders or until their
successors are elected.
2. To ratify the appointment of Ernst & Young LLP as independent auditors
of the Company for the year ending December 31, 2000.
3. To transact such other business as may properly come before the meeting
or any postponement or adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on April 17, 2000 are
entitled to notice of and to vote at the meeting.
All stockholders are cordially invited to attend the meeting in person.
However, to ensure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed Proxy as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any stockholder attending
the meeting may vote in person even if he or she has returned a Proxy.
FOR THE BOARD OF DIRECTORS
/s/ Steven D. Goldby
STEVEN D. GOLDBY
Chairman
Chief Executive Officer
Santa Clara, California
April 25, 2000
YOUR VOTE IS IMPORTANT
IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE REQUESTED TO
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE AND RETURN IT
IN THE ENCLOSED ENVELOPE.
<PAGE> 3
SYMYX TECHNOLOGIES, INC.
------------------------
PROXY STATEMENT FOR THE 2000
ANNUAL MEETING OF STOCKHOLDERS
JUNE 14, 2000
------------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed Proxy is solicited on behalf of the Board of Directors of
Symyx Technologies, Inc. (the "Company" or "Symyx"), for use at the Annual
Meeting of Stockholders to be held Wednesday, June 14, 2000 at 9:00 a.m. local
time, or at any postponement or adjournment thereof (the "Annual Meeting"), for
the purposes set forth herein and in the accompanying Notice of Annual Meeting
of Stockholders. The Annual Meeting will be held at the Company's principal
executive offices at 3100 Central Expressway, Santa Clara, CA 95051. The
Company's telephone number at that location is (408) 764-2000.
These proxy solicitation materials and the Annual Report to Stockholders
for the year ended December 31, 1999, including financial statements, were first
mailed on or about May 5, 2000 to all stockholders entitled to vote at the
meeting.
RECORD DATE AND PRINCIPAL SHARE OWNERSHIP
Stockholders of record at the close of business on April 17, 2000 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting. At
the Record Date, 29,734,925 shares of the Company's Common Stock were issued and
outstanding and held of record by approximately 375 stockholders. The closing
price of the Company's Common Stock on the Record Date as reported by The
National Association of Securities Dealers, Inc. Automated Quotation National
Market was $47.63 per share.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Secretary of the
Company, or to the Inspector of Elections at the Annual Meeting a written notice
of revocation or a duly executed proxy bearing a later date or by attending the
meeting and voting in person.
VOTING AND SOLICITATION
Each stockholder is entitled to one vote for each share held as of the
Record Date. Stockholders will not be entitled to cumulate their votes in the
election of directors.
The cost of soliciting proxies will be borne by the Company. The Company
expects to reimburse brokerage firms and other persons representing beneficial
owners of shares for their expenses in forwarding solicitation material to such
beneficial owners. Proxies may also be solicited by certain of the Company's
directors, officers, and regular employees, without additional compensation,
personally or by telephone or facsimile.
QUORUM; ABSTENTIONS; BROKER NON-VOTES
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the Inspector of Elections (the "Inspector") appointed for the meeting and will
determine whether or not a quorum is present.
The required quorum for the transaction of business at the Annual Meeting
is a majority of the votes eligible to be cast by holders of shares of Common
Stock issued and outstanding on the record date. Shares
<PAGE> 4
that are voted "FOR," "AGAINST" or "WITHHELD FROM" a matter are treated as being
present at the meeting for purposes of establishing a quorum and are also
treated as shares entitled to vote at the Annual Meeting (the "Votes Cast") with
respect to such matter.
While there is not definitive statutory or case law authority in Delaware
as to the proper treatment of abstentions, the Company believes that abstentions
should be counted for purposes of determining both (i) the presence or absence
of a quorum for the transaction of business and (ii) the total number of Votes
Cast with respect to a proposal (other than the election of directors). In the
absence of controlling precedent to the contrary, the Company intends to treat
abstentions in this manner. Accordingly, abstentions will have the same effect
as a vote against the proposal.
In a 1988 Delaware case, Berlin v. Emerald Partners, the Delaware Supreme
Court held that, while broker non-votes should be counted for purposes of
determining the presence of absence of a quorum for the transaction of business,
broker non-votes should not be counted for purposes of determining the number of
Votes Cast with respect to the particular proposal on which the broker has
expressly not voted. Accordingly, the Company intends to treat broker non-votes
in this manner. Thus, a broker non-vote will not affect the outcome of the
voting on a proposal.
Any proxy which is returned using the form of proxy enclosed and which is
not marked as to a particular item will be voted for the election of the three
Class I directors, for the amendment of the Stock Plan, for the confirmation of
the appointment of the designated independent auditors, and as the proxy holders
deem advisable on other matters that may come before the meeting, as the case
may be, with respect to the items not marked.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of stockholders that are intended to be presented by such
stockholders at the Company's 2001 Annual Meeting must be received by the
Company no later than November 30, 2000 in order that such proposals may be
considered for possible inclusion in the proxy statement and form of proxy
relating to that meeting.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
DIRECTORS AND NOMINEES FOR DIRECTOR
Pursuant to the Company's Restated Certificate of Incorporation, the
Company's Board of Directors currently consists of ten persons, divided into
three classes serving staggered terms of three years. Currently, there are three
directors in Class I, three directors in Class II and four directors in Class
III. Three Class I directors are to be elected at the Annual Meeting. The Class
II and Class III directors will be elected at the Company's 2001 and 2002 Annual
Meetings of Stockholders, respectively. Each of the Class I directors elected at
the Annual Meeting will hold office until the 2003 Annual Meeting of
Stockholders or until a successor has been duly elected and qualified.
In the event that any of such persons becomes unavailable or declines to
serve as a director at the time of the Annual Meeting, the proxy holders will
vote the proxies in their discretion for any nominee who is designated by the
current Board of Directors to fill the vacancy. It is not expected that any of
the nominees will be unavailable to serve.
2
<PAGE> 5
The names of the three Class I nominees for election to the Board of
Directors at the Annual Meeting, their ages as of the Record Date, and certain
information about them are set forth below. The names of the current Class II
and Class III directors with unexpired terms, their ages as of the Record Date,
and certain information about them are also stated below.
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION
---- --- --------------------
<S> <C> <C>
NOMINEES FOR CLASS I DIRECTORS
Thomas R. Baruch(1).................. 61 General Partner, CMEA Ventures
Samuel D. Colella(2)................. 60 General Partner, Institutional Venture
Partners
Martin Gerstel(1).................... 58 Chairman, Compugen, Ltd.
CONTINUING CLASS II DIRECTORS
Steven D. Goldby..................... 60 Chairman of the Board and Chief
Executive Officer
Baron Gaulthaus Kraijenhoff.......... 77 Director
Francois A. L'Eplattenier, Ph.D. .... 61 Chairman, Novartis Venture Fund
CONTINUING CLASS III DIRECTORS
Kenneth J. Nussbacher(1)............. 47 Executive Vice President, Affymetrix,
Inc.
Mario M. Rosati(2)................... 53 Partner, Wilson Sonsini, Goodrich &
Rosati
Peter G. Schultz, Ph.D. ............. 43 Head, Novartis Institute for Functional
Genomics
Isaac Stein(2)....................... 53 President, Waverley Associates
</TABLE>
- ---------------
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
There are no family relationships among any of the directors or executive
officers of the Company
DIRECTORS TO BE ELECTED AT THE ANNUAL MEETING
Thomas R. Baruch has served as one of our directors since May 1996. Since
1988, Mr. Baruch has been a general partner of CMEA Ventures, a venture capital
firm. From 1990 to 1996, Mr. Baruch also served as a special partner of New
Enterprise Associates. Mr. Baruch serves on the boards of directors of Netro
Corp., Aclara BioSciences, Inc. and Physiometrix, Inc. Mr. Baruch holds a B.S.
from Rensselaer Polytechnic Institute and a J.D. from Capital University.
Samuel D. Colella has served as one of our directors since August 1997.
Since 1984, Mr. Colella has been a general partner of Institutional Venture
Partners. Mr. Colella also serves as Chairman of Onyx Pharmaceuticals. Mr.
Colella holds a B.A. and B.S. from the University of Pittsburgh and an M.B.A.
from Stanford University.
Martin S. Gerstel has served as one of our directors since February 1995.
Mr. Gerstel serves as Chairman of Compugen, Ltd. and Vice Chairman of Itamar
Medical Ltd. Previously, Mr. Gerstel participated in the founding of ALZA
Corporation, where he held numerous positions including President and Chief
Operating Officer from 1982 to 1987 and Co-Chairman and Chief Executive Officer
from 1987 to 1993. Mr. Gerstel is a director of Teva Pharmaceuticals. Mr.
Gerstel holds a B.S. from Yale University and an M.B.A. from Stanford
University.
DIRECTORS WHOSE TERMS EXTEND BEYOND THE ANNUAL MEETING
Steven D. Goldby has served as our Chairman of the Board and Chief
Executive Officer since July 1998. Prior to joining Symyx, Mr. Goldby served as
Chief Executive Officer of MDL Information Systems, Inc. from 1987 to July 1998.
He held numerous management positions at ALZA Corporation from 1968 to 1981
3
<PAGE> 6
including President of ALZA Pharmaceuticals and President of Dynapol, a
subsidiary of ALZA. Mr. Goldby joined MDL Information Systems in 1982 as a Chief
Operating Officer. He is a director of Aspect Development, Inc. and PeopleSoft,
Inc.. Mr. Goldby holds an A.B. from the University of North Carolina and a J.D.
from Georgetown University Law School.
Baron Gualthaus Kraijenhoff has been one of our directors since January
1996. Following his retirement in 1978, Baron Kraijenhoff served as President of
the Supervisory Council of AKZO N.V. since 1980. Baron Kraijenhoff also held
numerous other management positions with AKZO N.V. and its predecessor company,
KZO, including President of the Board of Management of AKZO N.V., President of
the Board of Management of KZO, and Member of the Board of Management of KZO.
Francois A. L'Eplattenier has served as one of our directors since October
1996. Since the merger of Ciba-Geigy with Sandoz to form Novartis in 1996, Dr.
L'Eplattenier has served as Chairman of the Novartis Venture Fund. Since 1988,
Dr. L'Eplattenier has served as a member of the Executive Committee of Ciba-
Geigy, where he is responsible for Research and Development of the Group
world-wide. From 1981 to 1988, Dr. L'Eplattenier served as Head of Research and
Development of Plastics, Pigments and Additives at Geigy. From 1977 to 1981, Dr.
L'Eplattenier served as Head of Central Research of Geigy. Dr. L'Eplattenier
presently is a member of the Board of the Swiss Federal Institute of Technology.
Dr. L'Eplattenier holds an M.S. and Ph.D. from the Swiss Federal Institute of
Technology.
Kenneth J. Nussbacher has served as one of our directors since February
1995. Mr. Nussbacher has been Executive Vice President of Affymetrix since 1995
and was Chief Financial Officer of Affymetrix from 1995 to 1997. From 1989 to
1995, he held several management positions at Affymax, most recently as
Executive Vice President for Business and Legal Affairs and Managing Director of
Affymax Technologies N.V. Mr. Nussbacher holds a B.S. from Cooper Union and a
J.D. from Duke University.
Mario M. Rosati has served as one of our directors since September 1994.
Mr. Rosati has been with the Palo Alto, California law firm of Wilson Sonsini
Goodrich & Rosati, Professional Corporation, since 1971, first as an associate
and then as a member since 1975. Mr. Rosati also serves as a director of Aehr
Test Systems, Genus, Inc., MyPoints.com, Inc., Ross Systems, Inc., Sanmina
Corporation, The Management Network Group, Inc. and Vivus, Inc. Mr. Rosati holds
a B.A. from the University of California, Los Angeles and a J.D. from the
University of California, Berkeley, Boalt Hall School of Law.
Peter G. Schultz, Ph.D. has been one of our directors since January 1996
and is one of our founders. Since November 1998, Dr. Schultz has been Head of
the Novartis Institute for Functional Genomics. From 1985 to 1998, Dr. Schultz
was Professor of Chemistry at the Lawrence Berkeley Laboratories of the
University of California, Berkeley. He holds a B.S. and a Ph.D. from the
California Institute of Technology.
Isaac Stein has been one of our directors since October 1996. Since 1983,
Mr. Stein has been President of Waverley Associates, a private investment firm.
Mr. Stein is also a Managing Director of Technogen Enterprises, L.L.C., and a
director of ALZA Corporation, the Benham Group of mutual funds, CV Therapeutics,
Inc. and Chairman of Maxygen, Inc. Mr. Stein holds a B.A. from Colgate
University and a J.D. and an M.B.A. from Stanford University.
VOTE REQUIRED
The three nominees receiving the highest number of affirmative votes of the
shares present or represented and entitled to be voted for them shall be elected
as Class I directors. Votes withheld from any director are counted for purposes
of determining the presence or absence of a quorum for the transaction of
business, but have no other legal effect under Delaware law.
BOARD MEETINGS, COMMITTEES AND DIRECTORS COMPENSATION
The Board of Directors of the Company held a total of 5 meetings during the
fiscal year ended December 31, 1999. All Directors attended at least 75% of the
meetings held during 1999.
4
<PAGE> 7
The Board of Directors has an Audit Committee and Compensation Committee.
It does not have a nominating committee or committee performing the functions of
a nominating committee. From time to time, the Board has created various ad hoc
committees for special purposes. No such committee is currently functioning.
The audit committee consists of Thomas R. Baruch, Martin Gerstel and
Kenneth J. Nussbacher. The audit committee makes recommendations to the board of
directors regarding the selection of independent auditors, reviews the scope of
audit and other services by our independent auditors, reviews the accounting
principles and auditing practices and procedures to be used for our financial
statements and reviews the results of those audits.
The compensation committee consists of Samuel D. Colella, Mario M. Rosati
and Isaac Stein. The compensation committee makes recommendations to the board
of directors regarding our stock plans and the compensation of officers. None of
the members of the compensation committee is currently, or has ever been at any
time since our formation, one of our officers or employees. No member of the
compensation committee serves as a member of the board of directors or
compensation committee of any entity that has one or more officers serving as a
member of our board of directors or compensation committee.
COMPENSATION OF DIRECTORS
Our non-employee directors are reimbursed for expenses incurred in
connection with attending board and committee meetings but are not compensated
for their services as board or committee members. We have in the past granted
non-employee directors options to purchase our common stock pursuant to the
terms of our stock plans, and our board continues to have the discretion to
grant options to new non-employee directors. Beginning in 2000, our outside
directors will each annually receive automatic, nondiscretionary grants of
options to purchase 7,500 shares of our common stock.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
NOMINEES SET FORTH HEREIN.
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young LLP, independent
auditors, to audit the consolidated financial statements of the Company for the
fiscal year ending December 31, 2000, and recommends that stockholders vote
"FOR" ratification of such appointment. In the event of a negative vote on such
ratification, the Board of Directors will reconsider its selection.
Ernst & Young LLP has audited the Company's financial statements annually
since the Company's inception. Representatives of Ernst & Young LLP are expected
to be present at the meeting with the opportunity to make a statement if they
desire to do so and are expected to be available to respond to appropriate
questions. If stockholders fail to ratify the selection, the Audit Committee and
the Board will reconsider whether or not to retain that firm. Even if the
selection is ratified, the Audit Committee and the Board in their discretion may
direct the appointment of different independent auditors at any time during the
year.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2000.
5
<PAGE> 8
EXECUTIVE OFFICERS
The following table sets forth information as of December 31, 1999
regarding executive officers of the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Steven D. Goldby.......................... 59 Chairman of the Board and Chief Executive
Officer
Isy Goldwasser............................ 29 President and Chief Operating Officer
W. Henry Weinberg, Ph.D................... 55 Senior Vice President and Chief Technical
Officer
Jeryl L. Hilleman......................... 42 Senior Vice President and Chief Financial
Officer
Peter L. Brooks........................... 54 Senior Vice President, Business
Development
</TABLE>
Steven D. Goldby biographical information, infra, at Proposal No. 1.
Isy Goldwasser has served as our President and Chief Operating Officer
since February 1998. From February 1996 to February 1998, Mr. Goldwasser served
as our Vice President of Corporate Development. From the founding of Symyx until
February 1996, he held a business development position with us in which he was
responsible for applications development, financing and operations. Mr.
Goldwasser holds a B.S. from the Massachusetts Institute of Technology and an
M.S. from Stanford University.
W. Henry Weinberg has served as our Senior Vice President since August 1999
and our Chief Technical Officer since March 1996. Dr. Weinberg also previously
served as our Vice President from March 1996 to August 1999. Dr. Weinberg is
also Adjunct Professor of Chemical Engineering, Materials Engineering, and
Chemistry at the University of California, Santa Barbara. Dr. Weinberg was
Professor of Chemical Engineering, Materials Engineering, and Chemistry at the
University of California, Santa Barbara from 1989 through September 1999. Dr.
Weinberg is a member of the National Academy of Engineering. He holds a B.S.
from the University of South Carolina and a Ph.D. from the University of
California, Berkeley.
Jeryl Lynn Hilleman has served as our Senior Vice President since August
1999 and our Chief Financial Officer since June 1997. Ms. Hilleman also
previously served as our Vice President from June 1997 to August 1999. From 1992
to 1997, Ms. Hilleman held several senior positions at Geron Corporation, a
biopharmaceutical company, including Vice President, Finance and Administration.
Ms. Hilleman holds an A.B. from Brown University and an M.B.A. from the Wharton
School of Business.
Peter L. Brooks has served as our Senior Vice President, Business
Development since November 1999. From 1972 to 1999, Dr. Brooks held various
management and scientific positions with Raychem Corporation, including vice
president of the Telecommunications Access Networks Division from 1997 to 1999,
and vice president of the PolySwitch Electronics Components Division from 1992
to 1996. Between 1983 and 1992, he served as general manager of three different
Raychem divisions. Mr. Brooks holds both a B.S. and a Ph.D. from the University
of London, England.
6
<PAGE> 9
EXECUTIVE OFFICER COMPENSATION
The following table sets forth the compensation paid by us during 1998 and
1999 to our Chief Executive Officer and our other executive officers who
received compensation of more than $100,000 during 1997, 1998 and 1999:
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL -------------------------
COMPENSATION RESTRICTED SECURITIES ALL
------------ STOCK UNDERLYING OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) AWARDS($) OPTIONS(#) COMPENSATION($)
--------------------------- ---- ------------ ---------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
Steven D. Goldby..................... 1999 $262,584 $ -- 88,888 $ --
Chief Executive Officer and 1998 125,040(1) 200,250(2) -- --
Chairman the Board
Isy Goldwasser....................... 1999 194,250 -- 88,888 --
President and Chief Operating
Officer 1998 171,667 -- 186,666 --
W. Henry Weinberg, Ph.D.............. 1999 255,717 -- 88,888 60,000(4)
Senior Vice President and 1998 240,533 -- -- 218,620(3)
Chief Technical Officer
Jeryl L. Hilleman.................... 1999 194,250 -- 88,888 --
Senior Vice President and 1998 181,667 -- 58,333 --
Chief Financial Officer
Peter L. Brooks...................... 1999 35,014(5) -- 175,000 --
Senior Vice President, 1998 -- -- -- --
Business Development
</TABLE>
- ---------------
(1) Mr. Goldby joined Symyx in July 1998. His 1998 annual salary was $250,080.
(2) Mr. Goldby purchased 525,000 shares of common stock at a purchase price of
approximately $0.58 per share. The aggregate purchase price was $303,750. If
Mr. Goldby's services to Symyx are terminated, Symyx has the option to
repurchase the shares at $0.58 per share. This option lapses as to a portion
of the shares over time. The repurchase option will lapse for all of the
shares in July 2002. The fair market value of our common stock as of
December 31, 1998 was $0.96 per share as determined by the board of
directors. The appreciated value of Mr. Goldby's shares as of December 31,
1998 was $200,250. The appreciated value is the difference between $0.58 and
$0.96, $0.38, multiplied by the number of shares, 525,000.
(3) Consists of a $71,250 housing allowance, $139,870 in relocation
reimbursement payments and $7,500 in imputed interest on an interest free
loan.
(4) Consists of housing allowance and relocation payments.
(5) Dr. Brooks joined Symyx in October 1999. His 1999 annual salary was $240,000
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information relating to stock options
granted during 1999 to our Chief Executive Officer and our other executive
officers who received salary compensation of more than $100,000. In accordance
with the rules of the Securities and Exchange Commission, also shown below is
the potential realizable value over the term of the option (the period from the
grant date to the expiration date) based on assumed rates of stock appreciation
of 5% and 10%, compounded annually. These amounts are mandated by
7
<PAGE> 10
the Securities and Exchange Commission and do not represent our estimate of
future stock price. Actual gains, if any, on stock option exercises will depend
on the future performance of our common stock.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------
PERCENT OF POTENTIAL REALIZABLE
TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS ANNUAL RATES OF
SECURITIES GRANTED TO STOCK APPRECIATION
UNDERLYING EMPLOYEES EXERCISE FOR OPTION TERM
OPTIONS IN PRICE PER EXPIRATION -----------------------
NAME GRANTED(1) 1999(2) SHARE DATE 5% 10%
---- ---------- ---------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Steven D. Goldby................ 38,888 1.76% $ 0.96 1/4/09 $ 23,576 $ 59,746
50,000 2.26 12.00 10/20/09 377,337 956,245
Isy Goldwasser.................. 38,888 1.76 0.96 1/4/09 23,576 59,746
50,000 2.26 12.00 10/20/09 377,337 956,245
W. Henry Weinberg, Ph.D......... 38,888 1.76 0.96 1/4/09 23,576 59,746
50,000 2.26 12.00 10/20/09 377,337 956,245
Jeryl L. Hilleman............... 38,888 1.76 0.96 1/4/09 23,576 59,746
50,000 2.26 12.00 10/20/09 377,337 956,245
Peter L. Brooks................. 175,000 7.92 12.00 10/20/09 1,320,679 3,346,859
</TABLE>
- ---------------
(1) We granted the following options to executive officers in February 2000,
which have not been included in the above table. The options vest ratably
over the vesting period:
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING EXERCISE
OPTIONS PRICE PER EXPIRATION VESTING
NAME GRANTED SHARE DATE PERIOD
---- ---------- --------- ---------- ----------------
<S> <C> <C> <C> <C>
Steven D. Goldby................ 216,724 $57.00 2/28/10 7/1/02 - 2/29/04
Isy Goldwasser.................. 108,390 57.00 2/28/10 2/1/03 - 2/29/04
W. Henry Weinberg, Ph.D......... 270,890 57.00 2/28/10 2/1/02 - 2/29/04
Jeryl L. Hilleman............... 175,057 57.00 2/28/10 6/1/02 - 2/29/04
</TABLE>
- ---------------
(2) We granted options to purchase a total of 2,209,817 shares of common stock
during 1999.
AGGREGATE OPTION EXERCISES IN 1999 AND YEAR-END OPTION VALUES
The following table sets forth information for our Chief Executive Officer
and our other executive officers who received salary compensation of more than
$100,000 in 1999, relating to option exercises in 1999 and the number and value
of securities underlying exercisable and unexercisable options held at December
31, 1999:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 1999 DECEMBER 31, 1999(2)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Steven D. Goldby........... -- $ -- 88,888 -- $2,029,308 --
Isy Goldwasser............. 155,555 -- 119,999 -- 2,932,771 --
W. Henry Weinberg.......... -- -- 88,888 -- 2,029,308 --
Jeryl L. Hilleman.......... 35,000 19,950 88,888 -- 2,029,308 --
Peter L. Brooks............ -- -- 175,000 -- 3,150,000 --
</TABLE>
- ---------------
(1) Value realized reflects the fair market value of our common stock underlying
the option on the date of exercise minus the aggregate exercise price of the
option.
(2) Value of unexercised in-the-money options are based on a value of $30.00 per
share, the last reported sale price of our common stock on the Nasdaq
National Market on December 31, 1999, minus the per share exercise price,
multiplied by the number of shares underlying the option.
8
<PAGE> 11
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The following is provided to stockholders by the members of the
Compensation Committee of the Board of Directors:
The Compensation Committee of the Board of Directors (the
"Committee"), comprising three outside directors, is responsible for the
administration of the Company's compensation programs. These programs
include base salary for executive officers and both annual and long-term
incentive compensation programs. The Company's compensation programs are
designed to provide a competitive level of total compensation and include
incentive and equity ownership opportunities linked to the Company's
performance and stockholder return.
Compensation Philosophy. The Company's overall executive compensation
philosophy is based on a series of guiding principles derived from the
Company's values, business strategy, and management requirements. These
principles are summarized as follows:
- Provide competitive levels of total compensation which will enable the
Company to attract and retain the best possible executive talent;
- Motivate executives to achieve optimum performance for the Company;
- Align the financial interest of executives and stockholders through
equity-based plans;
- Provide a total compensation program that recognizes individual
contributions as well as overall business results.
Compensation Program. The Committee is responsible for reviewing and
recommending to the Board the compensation and benefits of all officers of
the Company and establishes and reviews general policies relating to
compensation and benefits of employees of the Company. The Committee is
also responsible for the administration of the Stock Plan. There are two
major components to the Company's executive compensation: base salary and
potential cash bonus, as well as potential long-term compensation in the
form of stock options. The Committee considers the total current and
potential long-term compensation of each executive officer in establishing
each element of compensation.
1. Base Salary. In setting compensation levels for executive officers, the
Committee reviews competitive information relating to compensation
levels for comparable positions at medical product, biotechnology and
high technology companies. In addition, the Committee may, from time to
time, hire compensation and benefit consultants to assist in developing
and reviewing overall salary strategies. Individual executive officer
base compensation may vary based on time in position, assessment of
individual performance, salary relative to internal and external equity
and critical nature of the position relative to the success of the
Company.
2. Long-Term Incentives. The Company's Stock Plan provides for the issuance
of stock options to officers and employees of the Company to purchase
shares of the Company's Common Stock at an exercise price equal to the
fair market value of such stock on the date of grant. Stock options are
granted to the Company's executive officers and other employees both as
a reward for past individual and corporate performance and as an
incentive for future performance. The Committee believes that
stock-based performance compensation arrangements are essential in
aligning the interests of management and the stockholders in enhancing
the value of the Company's equity.
3.Benefits. The Company provides benefits to the named executive officers
that are generally available to all employees of the Company. The amount
of executive level benefits and perquisites, as determined in accordance
with the rules of the Securities and Exchange Commission relating to
executive compensation, did not exceed 10% of total salary and bonus for
the calendar year 1999 for any executive officer.
9
<PAGE> 12
1999 COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER
In determining Mr. Goldby's salary for 1999, the Committee considered
competitive compensation data for chairmen and chief executive officers of
similar companies within the chemical and life science industries, taking into
account Mr. Goldby's experience and knowledge. The Committee determined that it
was appropriate to increase Mr. Goldby's annual salary from $250,080 to $265,084
commencing in March 1999.
SECTION 162(m) OF THE INTERNAL REVENUE CODE LIMITATIONS ON EXECUTIVE
COMPENSATION
In 1993, Section 162(m) was added to the United States Internal Revenue
Code of 1986, as amended, (the "Code"). Section 162(m) may limit the Company's
ability to deduct for United States federal income tax purposes compensation in
excess of $1,000,000 paid to the Company's Chief Executive Officer and its four
other highest paid executive officers in any one fiscal year. No executive
officer of the Company received any such compensation in excess of this limit
during fiscal 1999.
It is the opinion of the Committee that the aforementioned compensation
policies and structures provide the necessary discipline to properly align the
Company's corporate economic performance and the interest of the Company's
stockholders with progressive, balanced and competitive executive total
compensation practices in an equitable manner.
The foregoing Committee Report shall not be "soliciting material" or to be
"filed" with the SEC, nor shall such information be incorporated by reference
into any future filing under this Securities Act of 1933, as amended, or the
Exchange Act, except to the extent the Company specifically incorporates it by
reference into such filing.
Respectfully submitted,
The Compensation Committee of the Board
of Directors
Samuel D. Colella
Mario M. Rosati
Isaac Stein
10
<PAGE> 13
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on the
Company's Common Stock with the cumulative total return of the Nasdaq National
Market, U.S. index ("Nasdaq U.S. Index") for the period beginning on November
18, 1999, the Company's first day of trading after its initial public offering,
and ending on December 31, 1999.
COMPARISON OF 2 MONTH CUMULATIVE TOTAL RETURN*
AMONG SYMYX TECHNOLOGIES, INC.,
THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE S & P BIOTECHNOLOGY INDEX
* $100 INVESTED ON 11/18/99 IN STOCK OR ON 10/31/99 IN INDEX --
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
SYMYX TECHNOLOGIES
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
-----------------------
11/18/99 11/99 12/99
-------- ------ ------
<S> <C> <C> <C>
SYMYX TECHNOLOGIES, INC. 100.00 246.43 214.29
NASDAQ STOCK MARKET (U.S.) 100.00 110.67 134.54
S & P BIOTECHNOLOGY 100.00 114.27 150.63
</TABLE>
11
<PAGE> 14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of the Company's
Common Stock as of March 3, 2000, by (i) each person or entity who is known by
the Company to own beneficially more than 5% of the outstanding shares of Common
Stock, (ii) each director of the Company, (iii) each of the executive officers
named in the Summary Compensation Table, and (iv) all directors and executive
officers of the Company as a group. Except as otherwise noted, the stockholders
named in the table have sole voting and investment power with respect to all
shares of Common Stock shown as beneficially owned by them, subject to
applicable community property laws.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
--------------------------------------
TOTAL SHARES SUBJECT
BENEFICIAL OWNER NUMBER TO OPTIONS PERCENT
---------------- --------- -------------- -------
<S> <C> <C> <C>
5% Stockholders:
Institutional Venture Partners Entities(1)........ 2,897,216 -- 9.8%
3000 Sand Hill Road
Building 2, Suite 290
Menlo Park, CA 94025
Venrock Associates Entities(2).................... 1,695,983 -- 5.7
30 Rockefeller Plaza,
Room 5508
New York, NY 10122
EXECUTIVE OFFICERS AND DIRECTORS:
Steven D. Goldby(3)............................... 760,612 305,612 2.6
Isy Goldwasser.................................... 593,944 228,389 2.0
W. Henry Weinberg, Ph.D........................... 1,040,333 359,778 3.5
Jeryl L. Hilleman(4).............................. 477,582 263,945 1.6
Peter L. Brooks................................... 175,000 175,000 *
Thomas R. Baruch(5)............................... 604,505 23,333 2.0
Samuel D. Colella(6).............................. 2,897,216 -- 9.8
Martin Gerstel(7)................................. 175,000 -- *
Baron Gaulthaus Kraijenhoff....................... 123,922 -- *
Francois A. L'Eplattenier......................... 38,888 -- *
Kenneth J. Nussbacher (8)......................... 154,000 -- *
Mario M. Rosati(9)................................ 77,777 -- *
Peter G. Schultz, Ph.D.(10)....................... 1,211,955 -- 4.1
Isaac Stein(11)................................... 353,888 23,333 1.2
All directors and executive officers as a group
(14 persons).................................... 8,684,622 1,379,390 29.3
</TABLE>
- ---------------
* Less than 1% of the outstanding shares of common stock.
(1) Includes 2,723,387 shares held by Institutional Venture Partners VI, L.P.,
57,942 shares held by Institutional Venture Management VI, L.P. and 115,887
shares held by IVP Founders Fund I, L.P.
(2) Includes 1,030,942 shares held by Venrock Associates and 665,041 shares
held by Venrock Associates II, L.P. The general partners of Venrock
Associates and Venrock Associates II, L.P. are Anthony B. Evnin, David R.
Hathaway, Patrick F. Latterell, Ted H. McCourtney, Ray A. Rothrock,
Kimberly A. Rummelsburg and Anthony Sun.
(3) Includes 455,000 shares held by the Steven Goldby and Florence Goldby
Trust, of which Mr. Goldby is trustee.
(4) Includes 198,334 shares held by Jeryl L. Hilleman and William A. Albright,
Jr. as trustees of the Hilleman/Albright Family Trust. Also includes 3,888
shares held by Craig Albright as trustee of the Colin M. Albright 1991
Trust Agreement dated October 3, 1991, 7,777 shares held by Craig Albright
as
12
<PAGE> 15
trustee of the Caroline V. Albright 1995 Trust Agreement dated April 24,
1995, and 3,888 shares held by Craig Albright as trustee of the Evan M.
Albright 1991 Trust Agreement dated October 3, 1991. Ms. Hilleman disclaims
beneficial ownership of an aggregate of 15,553 shares held in trust for the
benefit of her children.
(5) Includes 408,333 shares held by Chemicals and Materials Enterprise
Associates Limited Partnership and 172,839 shares held by CMEA Life
Sciences Fund, L.P. Mr. Baruch is a general partner of each of these
entities and disclaims beneficial ownership of these shares, except to the
extent of his proportionate partnership interest therein.
(6) Includes 2,723,387 shares held by Institutional Venture Partners VI, L.P.,
57,942 shares held by Institutional Venture Management VI, L.P. and 115,887
shares held by IVP Founders Fund I, L.P. Mr. Colella is a general partner
of each of these entities and disclaims beneficial ownership of these
shares except to the extent of his individual partnership interests
therein.
(7) Includes 175,000 shares held by Shomar Corporation. Mr. Gerstel and his
wife are the sole owners of this entity.
(8) Includes 154,000 shares held by the Kenneth Nussbacher and Loretta
Nussbacher Revocable Trust of which Mr. Nussbacher is a Trustee.
(9) Includes 70,000 shares held by WS Investment Company 95A. Mr. Rosati is a
general partner of this entity and disclaims beneficial ownership of the
shares held by it, except to the extent of his proportionate partnership
interest therein.
(10) Includes 388,888 shares held by George E. Schultz as trustee of the Schultz
Children's Trust. Dr. Schultz disclaims beneficial ownership of these
shares. Dr. Schultz has expressed an interest in acquiring shares in the
offering.
(11) Includes 311,111 shares held by the Isaac Stein and Madeline Johnson Stein
Revocable Trust, of which Mr. Stein is a trustee, and 19,444 shares held by
Stein Partners, of which Mr. Stein is a general partner.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, officers and beneficial
owners of more than 10% of the Company's Common Stock to file reports of
ownership and reports of changes in the ownership with the Securities and
Exchange Commission (the "SEC"). Such persons are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms submitted to it
during the year ended December 31, 1999 (the "Last Fiscal Year"), the Company
believes that, during the Last Fiscal Year, all officers, directors and
beneficial owners of more than 10% of the outstanding Common Stock complied with
all section 16(a) requirements.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
LOANS TO OFFICERS
We have implemented a program under which our directors, executive officers
and a number of other key employees are permitted to purchase restricted stock
or to exercise their outstanding options as to both vested and unvested shares,
with unvested shares being subject to a right of repurchase at cost in favor of
Symyx in the event of termination of employment prior to vesting of all shares.
Under this program, the participants paid the exercise price for their
outstanding options pursuant to full recourse promissory notes. The notes bear
interest at rates between 4.6% and 6.0% per annum and are due and payable on the
earlier of 120 days after
13
<PAGE> 16
termination of the participant's employment with us, or on various dates
beginning in February 2003. The principal amounts of each note payable by a
director or executive officer are set forth below:
<TABLE>
<CAPTION>
DIRECTOR OR EXECUTIVE OFFICER NOTE AMOUNT
----------------------------- -----------
<S> <C>
Steven D. Goldby........................................ $303,750
Isy Goldwasser.......................................... 50,000
W. Henry Weinberg, Ph.D................................. 80,000
Jeryl L. Hilleman....................................... 13,500
</TABLE>
PAYMENTS TO OFFICERS
In 1999 we made a housing allowance and relocation payment of $60,000 to W.
Henry Weinberg, Ph.D. in connection with his employment with us.
CHANGE OF CONTROL AGREEMENTS
We have entered into change of control agreements with Steven D. Goldby,
Isy Goldwasser, W. Henry Weinberg and Jeryl L. Hilleman. In the event of a
change of control of Symyx (as defined in the agreements) and the actual or
constructive termination of employment, without cause, of the executive within
18 months following the change of control, all outstanding stock options issued
to the executive will be accelerated and all of our rights to repurchase their
restricted stock will lapse. Under these agreements, constructive termination of
employment means the executive's resignation following a reduction in salary, a
material reduction in employment-related responsibilities or a requirement to
relocate outside the Silicon Valley area.
OTHER TRANSACTIONS
Mario M. Rosati, one of our directors, is also a member of Wilson Sonsini
Goodrich & Rosati, Professional Corporation, which has served as our outside
corporate counsel since our formation.
POLICY REGARDING TRANSACTIONS WITH AFFILIATES
It is our policy that future transactions with affiliates, including any
loans we make to our officers, directors, principal stockholders or other
affiliates will be on terms no less favorable to us than we could have obtained
from unaffiliated third parties. These transactions will be approved by a
majority of our board of directors, including a majority of the independent and
disinterested members or, if required by law, a majority of our disinterested
stockholders.
OTHER MATTERS
The Company knows of no other matters to be submitted to the meeting. If
any other matters properly come before the meeting, it is the intention of the
persons named in the accompanying form of proxy to vote the shares they
represent as the Board of Directors may recommend.
THE BOARD OF DIRECTORS
Santa Clara, California
April 25, 2000
14
<PAGE> 17
SYMYX TECHNOLOGIES, INC.
ANNUAL MEETING OF STOCKHOLDERS
WEDNESDAY, JUNE 14, 2000
9:00 A.M. PACIFIC STANDARD TIME
SYMYX TECHNOLOGIES, INC.
3100 CENTRAL EXPRESSWAY
SANTA CLARA, CA 95051
[SYMYX LOGO]
SYMYX TECHNOLOGIES, INC.
3100 CENTRAL EXPRESSWAY, PROXY
SANTA CLARA, CA 95051
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL MEETING
ON JUNE 14, 2000
The shares of stock you hold in your account or in a dividend reinvestment
account will be voted as you specify on the reverse side.
IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED "FOR" ITEMS 1 AND 2.
By signing the proxy, you revoke all prior proxies and appoint Steven D. Goldby
and Jeryl L. Hilleman, and each of them, with full power of substitution, to
vote your shares on the matters shown on the reverse side and any other matters
which may come before the Annual Meeting and all adjournments.
SEE REVERSE FOR VOTING INSTRUCTIONS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
<TABLE>
<S> <C> <C> <C> <C>
1. Election of directors: 01 Thomas R. Baruch 03 Martin Gerstel [ ] Vote FOR [ ] Vote WITHHELD
02 Samuel D. Collela all nominees from all nominees
(except as marked)
____________________________
(Instructions: To withhold authority to vote for any indicated nominee, / /
write the number(s) of the nominee(s) in the box provided to the right.) /___________________________/
2. Ratifying the appointment of Ernst & Young LLP as independent auditors of the
Company for the fiscal year ending December 31, 2000. [ ] For [ ] Against [ ] Abstain
</TABLE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL
Address Change? Mark Box [ ]
Indicate changes below: Date___________________________
______________________________
/ /
/_____________________________/
Signature(s) in Box
Please sign exactly as your
name(s) appear on Proxy. If
held in joint tenancy, all
persons must sign. Trustees,
administrators, etc. should
include title and authority.
Corporations should provide
full name of corporation and
title of authorized officer
signing the proxy.
