<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 [ ]
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
AKORN, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
AKORN, INC.
- - --------------------------------------------------------------------------------
(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)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- - --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - --------------------------------------------------------------------------------
(5) Total fee paid:
- - --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- - --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- - --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- - --------------------------------------------------------------------------------
(3) Filing party:
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(4) Date filed:
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<PAGE> 2
AKORN, INC.
2500 MILLBROOK DRIVE
BUFFALO GROVE, ILLINOIS 60089
- - --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 13, 1999
- - --------------------------------------------------------------------------------
TO THE SHAREHOLDERS OF AKORN, INC.:
The annual meeting of shareholders of Akorn, Inc. (the "Company") will be
held at 10:00 a.m. local time, on Thursday, May 13, 1999 in the first floor
auditorium at 100 Tri-State International, Lincolnshire, Illinois for the
following purposes, as more fully described in the accompanying proxy statement:
1. To elect a board of four directors.
2. To transact such other business as may properly come before the
meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on March 29, 1999
as the record date for the determination of shareholders entitled to notice of
and to vote at the annual meeting and all adjournments thereof.
Your vote is important regardless of the number of shares you own.
Whether or not you plan to attend the annual meeting, PLEASE MARK, DATE AND SIGN
THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED STAMPED ENVELOPE.
Furnishing the enclosed proxy will not prevent you from voting in person at the
meeting should you wish to do so.
By Order of the Board of Directors
Rita J. McConville
---------------------------------------------
Rita J. McConville
Secretary
Buffalo Grove, Illinois
April 11, 1999
<PAGE> 3
AKORN, INC.
2500 MILLBROOK DRIVE
BUFFALO GROVE, ILLINOIS 60089
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 13, 1999
This proxy statement is furnished to shareholders of Akorn, Inc. (the
"Company") in connection with the solicitation of proxies on behalf of the
Company's Board of Directors for use at its annual meeting of shareholders to be
held at the date, time and place set forth in the accompanying notice and at any
adjournments thereof (the "Meeting"). The date of this Proxy Statement is April
11, 1999.
On March 29, 1999, the record date for determining shareholders entitled
to notice of and to vote at the Meeting (the "Record Date"), the Company had
outstanding 18,176,074 shares of common stock, each of which is entitled to one
vote on all matters to be considered at the Meeting. No shares of preferred
stock were outstanding as of the Record Date.
Shares represented by all properly executed proxies on the enclosed form
received in time for the Meeting will be voted at the Meeting. A proxy may be
revoked at any time before it is exercised by filing with the Secretary of the
Company an instrument revoking it or a duly executed proxy bearing a later date,
or by attending the Meeting and voting in person. Unless revoked, the proxy will
be voted as specified and, if no specifications are made, will be voted in favor
of the proposed nominees as described herein.
The cost of soliciting proxies in the enclosed form will be borne by the
Company. In addition to the use of the mails, proxies may be solicited by
personal interview, telephone, telefax and telegraph. Banks, brokerage houses
and other institutions, nominees and fiduciaries will be requested to forward
solicitation materials to the beneficial owners of the shares of common stock of
the Company; upon request, the Company will reimburse such persons for
reasonable out-of-pocket expenses incurred in connection therewith.
ELECTION OF DIRECTORS
The Company's by-laws provide for a Board of four directors and only four
directors can be elected at the Meeting. The Board of Directors has nominated
four candidates for election at the Meeting and recommends that shareholders
vote FOR the election of all four nominees.
Proxies cannot be voted for more than four candidates. In the absence of
contrary instructions, the proxy holders will vote for the election of the four
nominees listed below. In the unanticipated event that one or more of such
persons is unavailable as a candidate for director, the persons named in the
accompanying proxy will vote for another candidate nominated by the Board of
Directors.
The following table sets forth, as of March 29, 1999, the age, principal
occupation and employment, position with the Company, directorships in other
public corporations, and year first elected a director of the Company, of each
individual nominated for election as director at the meeting. Unless otherwise
indicated, each nominee has been engaged in the principal occupation or
occupations shown for more than the past five years.
<PAGE> 4
<TABLE>
<CAPTION>
Principal Occupation
and Directorships in Director
Name and Age Other Public Corporations Since
------------ ------------------------- --------
<S> <C> <C>
Floyd Benjamin, 56 President and Chief Executive Officer of the Company 1996
since November 1998; Executive Vice President of the
Company and President of Taylor Pharmaceuticals, Inc. (a
subsidiary of the Company) from May 1996 to November
1998; president of Pasadena Research Laboratories, Inc.
("PRL") from October 1994 to May 1996 and consultant to
PRL from October 1993 to October 1994; president and
chief executive officer of Neocrin, Inc. (biomedical
venture capital company) from February 1992 to October
1993; prior to February 1992, chief operating officer of
Lyphomed, Inc. (injectable pharmaceuticals)
Daniel E. Bruhl, M.D., 56 Ophthalmologist; President of the Surgery Center of Fort 1983
Worth and director of Medsynergies, Inc., (private
ophthalmology practice management company); director of
Surgical Care Affiliates (outpatient surgery center
company), from 1983 to 1996, when it merged with
Healthsouth Corporation
Doyle S. Gaw, 67 Private investor 1975
John N. Kapoor, Ph.D., 55 Chief Executive Officer of the Company from May 1996 to 1991
November 1998; Chairman of the Board of the Company since
May 1995 and from December 1991 to January 1993, and
acting Chairman of the Board of the Company from April
1993 to May 1995; chairman of the Board of Option Care,
Inc. (infusion services and supplies); chief executive
officer of Option Care, Inc. from August 1993 to April
1996; president of E.J. Financial Enterprises, Inc.,
(venture capital company), since April 1990; director of
Unimed, Inc. and NeoPharm, Inc. (specialty pharmaceutical
companies)
</TABLE>
During the year ended December 31, 1998, the Board of Directors of the
Company held four meetings. The Board of Directors has an Audit Committee, of
which Dr. Bruhl and Mr. Gaw are members, and a Compensation Committee, of which
Dr. Bruhl and Mr. Gaw are members. The Board of Directors does not have a
Nominating Committee. The Audit Committee, which met twice during 1998, is
responsible for consulting with the independent auditors with regard to the plan
of audit, reviewing the plan and the results of audits of the Company by its
independent auditors and discussing audit recommendations with management and
reporting the results of its reviews to the Board of Directors. The Compensation
Committee met once during 1998 to review various compensation matters with
respect to executive officers and directors. The composition of Board committees
is reviewed and determined each year at the initial meeting of the Board after
the annual meeting of shareholders.
For services as Chairman of the Board and as a consultant to the Company,
Dr. Kapoor receives a fee of $50,000 per year. Each other director who is not a
salaried officer or consultant of the Company receives a fee for his services as
a director of $1,000 per regular meeting of the Board of Directors, $250 per
telephone meeting and $500 per committee meeting, plus reimbursement of his
expenses related to those services. In addition, the chairman of each committee
(other than Dr. Kapoor) receives an annual fee of $2,500.
All directors of the Company participate in the Company's Stock Option
Plan for Directors, pursuant to which each director of the Company is granted an
option to acquire 5,000 shares of Company common stock on the day after each
annual meeting of shareholders at which he is elected to serve as a director.
Any director
2
<PAGE> 5
appointed between annual meetings is entitled to receive a pro rata portion of
an option to acquire 5,000 shares. The Compensation Committee may, in its sole
discretion, grant an option to purchase up to 100,000 shares to a person who is
not already a director and who becomes a director at any time; no member of the
Compensation Committee is eligible to be granted such an option and any director
who has been granted such an option is not permitted to serve on the
Compensation Committee for one year after such grant. Options granted under the
plan vest immediately and expire five years from the date of grant. The option
exercise price for all options granted under the plan is the fair market value
of the shares covered by the option at the time of the grant.
Under agreements between the Company and the John N. Kapoor Trust, an
entity controlled by Dr. Kapoor (the "Trust"), the Trust is entitled to
designate two individuals to be nominated and recommended by the Company's Board
of Directors for election as a director. The Trust has designated only Dr.
Kapoor for this purpose and is not expected to designate a second individual for
nomination as a director prior to the Meeting.
BENEFICIAL OWNERS
As of March 29, 1999, the following persons were directors or named
executive officers with beneficial ownership. Dr. Kapoor is the only person
known to the Company to be the beneficial owner of five percent or more of the
Company's common stock. His address is 225 East Deerpath, Suite 250, Lake
Forest, Illinois 60045. The information set forth below has been determined in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934 based upon
information furnished by the persons listed.
<TABLE>
<CAPTION>
Beneficial Owner Shares Beneficially Owned Percent of Class
---------------- ------------------------- ----------------
<S> <C> <C>
DIRECTORS AND NOMINEES
Floyd Benjamin 625,417(1) 3.21%
Daniel E. Bruhl, M.D. 301,767(2) 1.55%
Doyle S. Gaw 117,360(2) 0.60%
John N. Kapoor, Ph.D. 4,403,303(3) 22.63%
NAMED EXECUTIVE OFFICERS(4)
Rita J. McConville 61,789 0.32%
R. Scott Zion 144,280(5) 0.74%
Directors and officers as a group (6 persons) 5,653,916(6) 29.06%
</TABLE>
(1) Mr. Benjamin's shares are held by a trust of which Mr. Benjamin and his wife
are trustees and their child is beneficiary. Includes 158,750 shares
issuable pursuant to options granted by the Company directly to Mr.
Benjamin.
(2) The reported shares include options to purchase shares. The shares reported
for Directors Bruhl and Gaw include options to purchase 5,000 and 20,000
shares, respectively. In addition, Dr. Bruhl's retirement plan holds 64,266
of the listed shares.
(3) Of such 4,403,303 shares, (i) 4,207,400 are owned directly by the John N.
Kapoor Trust dated September 20, 1989 (the "Trust") of which Dr. Kapoor is
the sole trustee and beneficiary, (ii) 63,600 are owned by a trust, the
trustee of which is Dr. Kapoor's wife and the beneficiaries of which are
their children, and (iii) 100,703 are issuable pursuant to options granted
by the Company directly to Dr. Kapoor.
(4) Mr. Benjamin and Dr. Kapoor are also named executive officers of the
Company, and information regarding their beneficial ownership is included in
this table under the section, "Directors and Nominees." The shares reported
for Ms. McConville and Mr. Zion include options to purchase 56,250 and
133,750 shares, respectively.
(5) Of such 144,280 shares, 8,400 are owned by Mr. Zion's minor children.
(6) Of such 5,653,916 shares, 284,453 are not presently outstanding, but are
issuable pursuant to option rights described in the preceding footnotes and
190,000 are issuable pursuant to options held by named executive officers of
the Company who are not also directors.
3
<PAGE> 6
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid by the Company for
services rendered during the years ended December 31, 1998 and 1997, the six
months ended December 31, 1996 and the fiscal year ended June 30, 1996 to each
person who, during 1998, served as the chief executive officer of the Company
and to each other executive officer of the Company whose total annual salary and
bonus for 1998 exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
------------
Annual Compensation Securities
Name and Principal ------------------------------------------------------- Underlying All Other(1)
Position Time Period Salary Bonus(2) Options/SARs Compensation
------------------ ----------- ------ -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
John N. Kapoor,
Ph.D.(3) Year ended December 31, 1998 113,397 - 37,500 -
Chairman Year ended December 31, 1997 78,750 21,000 5,000 40,000
Six months ended December 31, 1996 34,375 - 85,938 -
Floyd Benjamin(4) Year ended December 31, 1998 211,407 304,493 70,000 5,746
President and Year ended December 31, 1997 200,000 - 5,000 2,250
Chief Executive Six months ended December 31, 1996 100,000 - 50,000 -
Officer
R. Scott Zion(5) Year ended December 31, 1998 189,346 42,603 65,000 9,416
Senior Vice Year ended December 31, 1997 175,774 54,000 125,000 101,183
President
Rita J. McConville(6) Year ended December 31, 1998 125,673 37,702 30,000 3,726
Chief Financial Year ended December 31, 1997 87,351 26,250 45,000 688
Officer
</TABLE>
(1) Represents contributions to the Company's Savings and Retirement Plan,
except as indicated in notes (3) and (5).
(2) Represents bonuses awarded for 1997 and 1998 performance paid in 1998 and
1999, except for Mr. Benjamin, whose 1998 bonus was paid in 1998.
(3) During the years ended June 30, 1996 and December 31, 1997, Dr. Kapoor
received $50,000 for his services as Chairman, $40,000 of which was waived
in exchange for other consideration, as described under "Transactions with
Shareholders and Directors." Dr. Kapoor became Chief Executive Officer May
3, 1996. Beginning in July, 1996, Dr. Kapoor has received $68,750 annually
for his services as Chief Executive Officer.
(4) Mr. Benjamin became an officer of the Company May 3, 1996.
(5) Mr. Zion became an officer of the Company January 4, 1997. His Other
Compensation includes $98,739 for reimbursement of relocation expenses in
1997 and $2,444 and $5,444 auto allowance.
(6) Ms. McConville became an officer of the Company February 28, 1997.
4
<PAGE> 7
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants Potential Realizable Value at
- - ------------------------------------------------ Assumed Annual Rates of
Number of Percent of Total Stock Price Appreciation for
Securities Options/SARs Exercise Option Term
Underlying Granted to or Base -------------------------------
Options/SARs Employees in Price Expiration 5% 10%
Name Granted(#) Fiscal Year ($/Sh) Date ($) ($)
---- ------------ ---------------- -------- ---------- --- ---
<S> <C> <C> <C> <C> <C> <C>
John N. Kapoor, Ph.D 5,000 1% 8.38 5/18/03 11,569 25,565
32,500 4% 4.06 2/12/03 36,478 80,606
Floyd Benjamin 5,000 1% 8.38 5/18/03 11,569 25,565
65,000 8% 4.06 2/12/03 72,956 161,213
Rita J. McConville 30,000 4% 4.06 2/12/03 33,672 74,406
R. Scott Zion 65,000 8% 4.06 2/12/03 72,956 161,213
</TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Value of
Securities Underlying Unexercised in-the-
Unexercised Money Options/
Options/ SARs at FY-
SARs at FY-End(#) End($)
Value --------------------- -------------------
Shares Acquired Realized Exercisable/ Exercisable/
Name on Exercise(#) ($) Unexercisable Unexercisable
---- --------------- -------- --------------------- -------------------
<S> <C> <C> <C> <C>
John N. Kapoor, Ph.D. -- -- 92,578/ 214,000/
45,860 75,031
Floyd Benjamin -- -- 67,500/ 137,084/
61,250 73,922
Rita J. McConville -- -- 30,000/ 62,344/
45,000 74,531
R. Scott Zion -- -- 78,750/ 169,453/
111,250 195,860
</TABLE>
EMPLOYMENT AGREEMENTS
In May 1996 the Company entered into an employment agreement with Mr.
Benjamin calling for an annual salary of $200,000, increased annually at the
discretion of the Board of Directors, plus bonuses determined by a formula
stated in the agreement.
The agreement terminated January 1, 1999 upon Mr. Benjamin's appointment
as President and CEO of Akorn, Inc.
5
<PAGE> 8
COMPENSATION COMMITTEE INTERLOCKS
Dr. Bruhl and Mr. Gaw, who comprise the Compensation Committee, are both
independent, non-employee directors of the Company.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors reviews, analyzes
and makes recommendations related to compensation packages for the Company's
executive officers, evaluates the performance of the Chief Executive Officer and
administers the grant of stock options under the Company's Incentive
Compensation Program.
The Company's executive compensation policies are designed to (a) provide
competitive levels of compensation to attract and retain qualified executives,
(b) reward achievements in corporate performance, (c) integrate pay with annual
and long-term performance goals and (d) align the interests of executives with
the goals of shareholders.
Compensation paid to Company executives consists of salaries, annual cash
incentive bonuses and long-term incentive opportunities in the form of stock
options.
Salary
Dr. John N. Kapoor, the Chairman of the Company's Board of Directors,
served as chief executive officer of the Company from May 3, 1996 until November
5, 1998. During fiscal 1996 Dr. Kapoor received no additional compensation for
serving as the Company's chief executive officer. Subsequent to June 30, 1996,
Dr. Kapoor received an annual salary of $68,750 for his services as chief
executive officer. Dr. Kapoor's salary for the six months ended December 31,
1996 and for the years ended December 31, 1998 and 1997, and the salaries of Ms.
McConville and Mr. Zion, were determined after considering the executive
compensation policies noted above, the impact the executive has on the Company,
the skills and experience the executive brings to the job, competition in the
marketplace for those skills and the potential of the executive in the job. Mr.
Benjamin's salary was fixed in his employment agreement.
Incentive Bonus
Annual incentive compensation for executive officers during 1998 and 1997
was based on corporate earnings objectives as well as position-specific
performance objectives. Mr. Benjamin's employment agreement specified the
formula under which he was to be awarded incentive bonuses. Under those
criteria, he did not earn a bonus for 1997 but did earn a bonus for 1998. Mr.
Benjamin's 1998 bonus was paid in 1998. The bonuses awarded to Dr. Kapoor, Ms.
McConville and Mr. Zion, as noted in the compensation table for 1997 and 1998,
were paid in 1998 and 1999.
Stock Options
The Committee's practice with respect to stock options has been to grant
options based upon the attainment of Company performance goals and to vest
options based on the passage of time. The option grants noted in the
compensation table include grants upon initial employment and annual grants as
well as grants issued under the Stock Option Plan for Directors to those named
executive officers who are also directors.
It is the responsibility of the Committee to address the issues raised by
tax laws under which certain non-performance based compensation in excess of $1
million per year paid to executives of public companies is non-deductible to the
Company and to determine whether any actions with respect to this limit need to
be taken by the Company. It is not anticipated that any executive officer of the
Company will receive any compensation in excess of this limit.
6
<PAGE> 9
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
DANIEL E. BRUHL, M.D. DOYLE S. GAW
PERFORMANCE GRAPH
The graph below compares the cumulative shareholder return on the
Company's Common Stock for the last five years with the NASDAQ US Index and the
NASDAQ Pharmaceutical Index. The graph assumes $100 was invested in December
1993 in the Company Common Stock and the two indices presented. The cumulative
total return on the Company's Common Stock for the period presented was 50%. The
cumulative returns for the NASDAQ US and the NASDAQ Pharmaceutical were 193% and
83%, respectively.
PERFORMANCE GRAPH
<TABLE>
<CAPTION>
NASDAQ US NASDAQ PHARM AKRN (AKORN)
--------- ------------ ------------
<S> <C> <C> <C>
12/31/93 100.00 100.00 100.00
12/31/94 98.00 75.00 100.00
12/31/95 138.00 138.00 79.00
12/31/96 170.00 138.00 60.00
12/31/97 209.00 143.00 112.00
12/31/98 293.00 183.00 150.00
</TABLE>
<TABLE>
<CAPTION>
TOTAL RETURN CHART 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
- - ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NASDAQ US 100 98 138 170 209 293
NASDAQ PHARM 100 75 138 138 143 183
AKRN (AKORN) 100 100 79 60 112 150
</TABLE>
TRANSACTIONS WITH SHAREHOLDERS AND DIRECTORS
For services performed by Dr. Kapoor in connection with the Company's
acquisition of Taylor Pharmaceuticals, Inc., the Trust received 125,000 shares
of Company common stock which were subject to forfeiture if the market price of
the Company common stock did not reach $5.00 by January 15, 1996. In August
1995, the Company, the Trust and Dr. Kapoor entered into an agreement under
which (i) the forfeiture period was extended to January 15, 1998, (ii)
forfeiture would not occur in the event that persons unaffiliated with Dr.
Kapoor acquired beneficial ownership of more than 50% of the outstanding common
stock of the Company and (iii) Dr. Kapoor waived his right to receive $40,000
otherwise payable to him by the Company for serving as Chairman of the Board in
fiscal 1996. On May 23, 1997, the Company, the Trust and Dr. Kapoor entered into
an agreement under which (i) the forfeiture period was extended to January 15,
2000 and (ii) Dr. Kapoor waived his right to receive $40,000 otherwise payable
to him by the Company for serving as Chairman of the Board in 1997. On February
20, 1998, the Company's common stock closed at $5.1875, with the result that the
above-described forfeiture provision was terminated.
In connection with the acquisition of Pasadena Research Laboratories,
Inc. ("PRL") on May 31, 1996, the Company issued to Mr. Floyd Benjamin, as a
shareholder of PRL, 466,667 shares of Company common stock. This amount was
determined by arm's length negotiation between the Company and the PRL
shareholders.
7
<PAGE> 10
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING
During 1998, Mr. Gaw, a director of the Company, failed to file timely
with the Securities and Exchange Commission one Form 4 to report one
transaction, as required by Section 16(a) of the Securities Exchange Act of
1934. All such transactions have been reported on amended statements or annual
statements on Form 5.
INDEPENDENT AUDITORS
A representative of Deloitte & Touche LLP, the Company's independent
auditors for the year ended December 31, 1998, is expected to attend the
Meeting, will have an opportunity to make a statement if he wishes to do so and
will be available to respond to questions.
OTHER MATTERS
QUORUM AND VOTING
The presence, in person or by proxy, of a majority of the outstanding
shares of common stock of the Company is necessary to constitute a quorum.
Shareholders voting, or abstaining from voting, by proxy on any issue will be
counted as present for purposes of constituting a quorum. If a quorum is
present, (i) the election of the four directors to be elected at the Meeting
will be determined by plurality vote, that is, the four nominees receiving the
largest number of votes will be elected, (ii) a majority of votes actually cast
at the Meeting is required to approve the proposal to amend the Company's
Amended and Restated Incentive Compensation Program and (iii) a majority of
votes actually cast will decide any other matter properly brought before the
Meeting for a vote of shareholders. Shares for which proxy authority to vote for
any nominee for election as a director is withheld by the shareholder and shares
that have not been voted by brokers who may hold shares on behalf of the
beneficial owners ("broker non-votes") will not be counted as voted for the
affected nominee. With respect to all other matters, shares not voted as a
result of abstentions and broker non-votes will not be considered as voted for
purposes of determining whether or not a majority of votes were cast for such
matters.
OTHER BUSINESS
Management is unaware of any matter for action by shareholders at the
Meeting other than those described in the accompanying notice. The enclosed
proxy, however, will confer discretionary authority with respect to any other
matter that may properly come before the Meeting, or any adjournment thereof. It
is the intention of the persons named in the enclosed proxy to vote in
accordance with their best judgment on any such matter.
SHAREHOLDER PROPOSALS
Any shareholder who desires to present a proposal qualified for inclusion
in the Company's proxy materials for the annual meeting of shareholders to be
held in 2000 must forward the proposal in writing to the Secretary of the
Company at the address shown on the first page of this proxy statement in time
to arrive at the Company no later than September 8, 1999.
By Order of the Board of Directors
Rita J. McConville
Rita J. McConville
Secretary
Buffalo Grove, Illinois
April 11, 1999
8
<PAGE> 11
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
AKORN, INC.
The undersigned hereby constitutes and appoints John N. Kapoor and Rita
J. McConville or either of them proxy for the undersigned, with full power of
substitution, to represent the undersigned and to vote, as designated below, all
of the shares of Common Stock of Akorn, Inc. (the "Company") that the
undersigned is entitled to vote held of record by the undersigned on March 29,
1999, at the annual meeting of shareholders of the Company to be held on May 13,
1999 (the "Annual Meeting"), and at all adjournments thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES LISTED BELOW.
1. Election of Directors.
FOR [ ] all nominees listed below (except as marked to the contrary
below) WITHHOLD AUTHORITY [ ] to vote for all nominees listed below.
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below:
Daniel E. Bruhl, M.D. Floyd Benjamin Doyle S. Gaw John N. Kapoor, Ph.D.
2. In their discretion to vote upon such other business as may properly
come before the Annual Meeting and any adjournments thereof.
(Please See Reverse Side)
- - --------------------------------------------------------------------------------
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE NOMINEES AND FOR THE PROPOSALS LISTED OVER. THE INDIVIDUALS
DESIGNATED ABOVE WILL VOTE IN THEIR DISCRETION ON ANY OTHER MATTER THAT MAY
PROPERLY COME BEFORE THE MEETING.
Date:
-------------------------------------
------------------------------------------
Signature of Shareholder
------------------------------------------
Signature if held jointly
Please sign exactly as name appears on the
certificate or certificates representing
shares to be voted by this proxy, as shown
on the label to the left. When signing as
executor, administrator, attorney,
trustee, or guardian please give full
title as such. If a corporation, please
sign full corporation name by president or
other authorized officer. If a
partnership, please sign in partnership
name by authorized persons.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.
