<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
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
</TABLE>
ENZO BIOCHEM, INC.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
----------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/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:
----------------------------------------------------------
</TABLE>
<PAGE>
ENZO BIOCHEM, INC.
60 Executive Boulevard
Farmingdale, New York 11735
(631) 755-5500
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, JANUARY 12, 2000
------------------------
To the Shareholders of Enzo Biochem, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Enzo
Biochem, Inc., a New York corporation (the "Company"), will be held at The Yale
Club of New York, 50 Vanderbilt Avenue, Grand Ballroom, 20(th) Floor, New York,
New York, on Wednesday, January 12, 2000, 9:00 a.m. local time (the "Annual
Meeting"), for the following purposes:
1. To elect Elazar Rabbani, Ph.D. and John B. Sias each as Class III
Directors for a term of three (3) years or until their respective
successors are elected and qualified;
2. To ratify the appointment of Ernst & Young LLP as the independent
auditors for the Company for the Company's fiscal year ending July 31,
2000; and
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
The close of business on Tuesday, November 23, 1999 has been fixed as the
record date for the determination of shareholders entitled to notice of and to
vote at the Annual Meeting. The transfer books of the Company will not be
closed.
All shareholders are cordially invited to attend the Annual Meeting. Whether
or not you expect to attend, you are requested to sign, date and return the
enclosed proxy promptly. Shareholders who execute proxies retain the right to
revoke them at any time prior to the voting thereof by filing written notice of
such revocation with the Secretary of the Company, by submission of a duly
executed proxy bearing a later date or by voting in person at the Annual Meeting
of Shareholders. Attendance at the Annual Meeting will not in and of itself
constitute revocation of a proxy. Any written notice revoking a proxy should be
sent to Enzo Biochem, Inc., 60 Executive Boulevard, Farmingdale, New York 11735,
Attention: Shahram K. Rabbani, Secretary. A return envelope which requires no
postage if mailed in the United States is enclosed for your convenience.
By Order of the Board of Directors
Shahram K. Rabbani, SECRETARY
Farmingdale, New York
November 29, 1999
<PAGE>
ENZO BIOCHEM, INC.
60 Executive Boulevard
Farmingdale, New York 11735
(631) 755-5500
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, JANUARY 12, 2000
This Proxy Statement is furnished in connection with the solicitation, by
the Board of Directors of Enzo Biochem, Inc., a New York corporation (the
"Company"), of proxies in the enclosed form for the Annual Meeting of
Shareholders to be held at The Yale Club of New York, 50 Vanderbilt Avenue,
Grand Ballroom, 20(th) Floor, New York, New York, on Wednesday, January 12,
2000, at 9:00 a.m. local time (the "Annual Meeting"), and for any adjournment or
adjournments thereof, for the purposes set forth in the preceding Notice of
Annual Meeting of Shareholders. The persons named in the enclosed proxy form
will vote the shares for which they are appointed in accordance with the
directions of the shareholders appointing them. In the absence of such
directions, such shares will be voted FOR Proposals 1 and 2 listed below and, in
their best judgment, will be voted on any other matters as may come before the
Annual Meeting. Any shareholder giving a proxy has the power to revoke the same
at any time before it is voted by filing written notice of such revocation with
the Secretary of the Company, by submission of a duly executed proxy bearing a
later date or by voting in person at the Annual Meeting. Attendance at the
Annual Meeting will not in and of itself constitute revocation of a proxy. Any
written notice revoking a proxy should be sent to Enzo Biochem, Inc., 60
Executive Boulevard, Farmingdale, New York 11735, Attn.: Shahram K. Rabbani,
Secretary. A return envelope which requires no postage if mailed in the United
States is enclosed for your convenience.
The principal executive offices of the Company are located at 60 Executive
Boulevard, Farmingdale, New York 11735. The approximate date on which this Proxy
Statement and the accompanying form of proxy will first be sent or given to the
Company's shareholders is Monday, November 29, 1999.
VOTING SECURITIES
Only holders of shares of common stock, par value $.01 per share (the
"Common Stock"), of the Company of record as of the close of business on
Tuesday, November 23, 1999 are entitled to vote at the Annual Meeting (the
"Record Date"). On the Record Date there were issued and outstanding 25,112,818
shares of Common Stock. Each outstanding share of Common Stock is entitled to
one (1) vote upon all matters to be acted upon at the Annual Meeting. The
holders of a majority of the outstanding shares of Common Stock as of the Record
Date shall constitute a quorum.
The election of a nominee for director requires a plurality (I.E., an excess
of votes over those cast for an opposing candidate) if in the event that more
than one candidate is running for a vacancy. An affirmative vote of the majority
of the votes cast is required for approval of Proposal 2 and all other matters
submitted to the shareholders at the Annual Meeting. Abstentions and broker
non-votes are not counted as votes cast on any matter to which they relate and
will have no effect on the outcome of the vote. A broker non-vote occurs when a
broker or other nominee does not have discretionary authority and has not
received instructions with respect to a particular proposal. Proxy ballots are
received and tabulated by the Company's transfer agent and certified by the
inspector of election.
<PAGE>
STOCK OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
Set forth below is information concerning stock ownership of all persons
known by the Company to own beneficially 5% or more of the shares of Common
Stock of the Company, the executive officers named under "Executive Compensation
of Directors and Executive Officers," all directors, and all directors and
executive officers of the Company as a group based upon the number of
outstanding shares of Common Stock as of the close of business on the Record
Date. Except as otherwise indicated, each of the persons named has sole voting
and investment power with respect to the shares shown.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) OF CLASS (2)
- - ------------------- ------------------------ ------------
<S> <C> <C>
Elazar Rabbani, Ph.D...................................... 1,837,817(3) 7.2%
Shahram K. Rabbani........................................ 1,840,095(4) 7.2%
Barry W. Weiner........................................... 1,114,140(5) 4.4%
J. Morton Davis........................................... 1,745,740(6) 7.0%
John B. Sias.............................................. 123,478(7) *
John J. Delucca........................................... 31,263(8) *
Dean Engelhardt, Ph.D..................................... 196,136(9) *
Norman Kelker, Ph.D....................................... 126,069(10) *
All directors and executive officers as a group (10
persons)................................................ 5,457,364(11)(12) 20.6%
</TABLE>
- - ------------------------
* Less than 1%.
(1) Except as otherwise noted, all shares of Common Stock are beneficially
owned and the sole investment and voting power is held by the persons
named, and such persons' address is c/o Enzo Biochem, Inc., 60 Executive
Boulevard, Farmingdale, New York 11735.
(2) Based upon 25,112,818 shares of Common Stock of the Company outstanding as
of the close of business on the Record Date.
(3) Includes (i) 339,324 shares of Common Stock issuable upon the exercise of
options which are exercisable within 60 days from the date hereof,
(ii) 2,998 shares of Common Stock held in the name of Dr. Rabbani as
custodian for certain of his children and (iii) 1,784 shares of Common
Stock held in the name of Dr. Rabbani's wife as custodian for certain of
their children. Does not include 123,750 shares of Common Stock issuable
upon the exercise of options which are not exercisable within 60 days from
the date hereof.
(4) Includes (i) 339,324 shares of Common Stock issuable upon the exercise of
options which are exercisable within 60 days from the date hereof,
(ii) 779 shares of Common Stock held in the name of Mr. Rabbani's son and
(iii) 1,444 shares of Common Stock that Mr. Rabbani holds as custodian for
certain of his nephews. Does not include 123,750 shares of Common Stock
issuable upon the exercise of options which are not exercisable within
60 days from the date hereof.
(5) Includes (i) 302,248 shares of Common Stock issuable upon the exercise of
options which are exercisable within 60 days from the date hereof and
(ii) 2,998 shares of Common Stock which Mr. Weiner holds as custodian for
certain of his children. Does not include 13,937 shares of Common Stock
issuable upon the exercise of options which are not exercisable within
60 days from the date hereof.
(6) Mr. Davis' address is c/o D.H. Blair Investment Banking Corp., 44 Wall
Street, New York, New York 10005. Includes (i) 1,233,178 shares of Common
Stock owned by D.H. Blair Investment Banking Corp. of which Mr. Davis is
the Chairman of the Board of Directors and sole shareholder and
(ii) 512,562 shares of Common Stock owned by Engex, Inc., a closed-end
registered investment company of which Mr. Davis is the Chairman of the
Board of Directors.
2
<PAGE>
(7) Includes 61,031 shares of Common Stock issuable upon the exercise of
options which are exercisable within 60 days from the date hereof. Does not
include 13,938 shares of Common Stock issuable upon the exercise of options
which are not exercisable within 60 days from the date hereof.
(8) Include 31,263 shares of Common Stock issuable upon the exercise of options
which are exercisable within 60 days from the date hereof. Does not include
13,938 shares of Common Stock issuable upon the exercise of options which
are not exercisable within 60 days from the date hereof.
(9) Includes 117,436 shares of Common Stock issuable upon the exercise of
options which are exercisable within 60 days from the date hereof. Does not
include 12,500 shares of Common Stock issuable upon the exercise of options
which are not exercisable within 60 days from the date hereof.
(10) Includes 89,322 shares of Common Stock issuable upon the exercise of
options which are exercisable within 60 days from the date hereof. Does not
include 10,500 shares of Common Stock issuable upon the exercise of options
which are not exercisable within 60 days from the date hereof.
(11) Includes 1,381,299 shares of Common Stock issuable upon the exercise of
options which are exercisable within 60 days from the date hereof. Does not
include 470,309 shares of Common Stock issuable upon the exercise of
options held by such individuals which are not exercisable within 60 days
from the date hereof.
(12) The total number of directors and executive officers includes three
(3) executive officers who were not named under "Executive Compensation of
Directors and Executive Officers."
3
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Company has three (3) staggered classes of Directors, each of which
serves for a term of three (3) years. At the Annual Meeting, the Company's
Class III Directors will be elected to hold office for a term of three
(3) years or until their respective successors are elected and qualified. Unless
otherwise instructed, the accompanying form of proxy will be voted for the
election of the below-listed nominees, who currently serve as Class III
Directors, to continue such service as Class III Directors. Management has no
reason to believe that the nominees will not be candidates or will be unable to
serve as directors. However, in the event that any of the nominees should become
unable or unwilling to serve as directors, the form of proxy will be voted for
the election of such persons as shall be designated by the Class I and Class II
Directors.
CLASS III DIRECTOR NOMINEES TO SERVE UNTIL
THE 2003 ANNUAL MEETING, IF ELECTED:
CLASS III: NEW TERM TO EXPIRE IN 2003
<TABLE>
<CAPTION>
NAME AGE YEAR FIRST BECAME A DIRECTOR
- - ---- -------- ----------------------------
<S> <C> <C> <C>
Elazar Rabbani, Ph.D. 55 1976
John B. Sias 72 1982
</TABLE>
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE ELECTION
OF THE ABOVE-NAMED NOMINEES. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE
SO VOTED UNLESS SHAREHOLDERS SPECIFY IN THEIR PROXIES A CONTRARY CHOICE.
DIRECTORS WHO ARE CONTINUING IN OFFICE:
CLASS I: TERM TO EXPIRE IN 2001
<TABLE>
<CAPTION>
NAME AGE YEAR FIRST BECAME A DIRECTOR
- - ---- -------- ----------------------------
<S> <C> <C> <C>
Shahram K. Rabbani 47 1976
</TABLE>
CLASS II: TERM TO EXPIRE IN 2002
<TABLE>
<CAPTION>
NAME AGE YEAR FIRST BECAME A DIRECTOR
- - ---- -------- ----------------------------
<S> <C> <C> <C>
Barry W. Weiner 49 1976
John J. Delucca 56 1982
</TABLE>
4
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
The directors and executive officers of the Company are identified in the
table below. Each executive officer of the Company serves at the pleasure of the
Board of Directors.
<TABLE>
<CAPTION>
YEAR BECAME AN
NAME AGE EXECUTIVE OFFICER POSITION
- - ---- -------- ----------------- -----------------------------------
<S> <C> <C> <C>
Elazar Rabbani, Ph.D............... 55 1976 Chairman of the Board of Directors
and Chief Executive Officer
Shahram K. Rabbani................. 47 1976 Chief Operating Officer, Treasurer,
Secretary and Director
Barry W. Weiner.................... 49 1977 President and Director
Norman E. Kelker, Ph.D............. 60 1981 Senior Vice President
Dean Engelhardt, Ph.D.............. 59 1981 Senior Vice President
Herbert B. Bass.................... 51 1995 Vice President of Finance
Barbara E. Thalenfeld, Ph.D........ 59 1995 Vice President, Corporate
Development
David C. Goldberg.................. 42 1995 Vice President, Business
Development
John J. Delucca.................... 56 1982 Director
John B. Sias....................... 72 1982 Director
</TABLE>
BIOGRAPHICAL INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS
ELAZAR RABBANI, PH.D., a Class III Director nominee, has served as Chairman
of the Board of Directors and Chief Executive Officer of the Company since the
Company's inception in 1976 and has served as the Company's President from its
inception to November 1996. Dr. Rabbani currently serves as a Class III Director
whose term expires in 2000. Dr. Rabbani received his B.A. degree from New York
University in Chemistry and his Ph.D. degree in Biochemistry from Columbia
University. He is a member of the American Society for Microbiology. Elazar
Rabbani is Shahram K. Rabbani's brother and Barry W. Weiner's brother-in-law.
SHAHRAM K. RABBANI has served as Chief Operating Officer and Secretary of
the Company since November 1996, as Executive Vice President from
September 1981 to November 1996 and as Vice President, Treasurer and a Director
since the Company's inception in 1976. Mr. Shahram K. Rabbani currently serves
as a Class I Director whose term expires in 2001. Mr. Shahram K. Rabbani
received a B.A. degree in Chemistry from Adelphi University. Shahram Rabbani is
Elazar Rabbani's brother and Barry W. Weiner's brother-in-law.
BARRY W. WEINER has served as President of the Company since November 1996
and as a Director of the Company since its inception in 1976. Mr. Weiner has
served as Executive Vice President of the Company from September 1981 to
November 1996, as a Vice President of the Company from the Company's inception
to November 1996 and as Secretary of the Company from March 1980 to
November 1996. He was employed by Colgate-Palmolive Company, New York, New York
from August 1974 until March 1980, when he joined the Company on a full-time
basis. Mr. Weiner received his B.A. degree in Economics from New York University
and an M.B.A. from Boston University. Barry W. Weiner is the brother-in-law of
Elazar Rabbani and Shahram K. Rabbani, both of whom are brothers.
NORMAN E. KELKER, PH.D. has been a Vice President of the Company since
September 1981. Effective January 1, 1989, he was promoted to Senior Vice
President. From 1975 until he joined the Company, Dr. Kelker was an Associate
Professor in the Department of Microbiology of the New York University School of
Medicine. He holds a Ph.D. from Michigan State University.
DEAN ENGELHARDT, PH.D. has been Vice President since September 1981.
Effective January 1, 1989, he was promoted to Senior Vice President. Prior to
joining the Company, he was an Associate
5
<PAGE>
Professor of Microbiology at Columbia University College of Physicians and
Surgeons. He obtained his Ph.D. from Rockefeller University.
HERBERT B. BASS is Vice President of Finance and has been with the Company
since 1986. Prior to his position as Vice President of Finance, Mr. Bass was the
Corporate Controller of the Company. From 1979 to 1986, Mr. Bass held various
positions at Danziger & Friedman, Certified Public Accountants, the most recent
of which was audit manager. For the preceding seven (7) years, he held various
positions at Berenson & Berenson, C.P.A. Mr. Bass holds a Bachelor degree in
Business Administration from Baruch College.
BARBARA E. THALENFELD, PH.D. is Vice President of Corporate Development and
has been with the Company since 1982. Prior to joining the Company, she held an
NIH research fellowship at Columbia University. She received a Ph.D. from Hebrew
University-Hadassah Medical Center and an M.S. from Yale University.
DAVID C. GOLDBERG is Vice President of Business Development. Prior to
joining the Company in 1985, he was employed at DuPont NEN Products. He received
an M.S. from Rutgers University and an M.B.A. from New York University.
JOHN J. DELUCCA, currently a Class II Director Nominee whose term expires in
2002, has been a Director of the Company since January 1982. Since
January 1999, Mr. Delucca has been Chief Financial Officer and Executive Vice
President, Finance and Administration of Coty, Inc. From October 1993 until
January 1999, he was Senior Vice President and Treasurer of RJR Nabisco, Inc.
From January 1992 until October 1993, he was the Chief Financial Officer and
Managing Director of Hascoe Associates, Inc. From October 1, 1990 until
January 1992, he served as President and Chief Financial Officer of The
Lexington Group, Ltd. From September 1988 until September 1990, he has served as
Senior Vice President--Finance of The Trump Group. From May 1986 until
August 1988, he served as Senior Vice President--Finance at International
Controls Corp. From February 1985 until May 1986, he was a Vice President and
Treasurer of Textron, Inc. Prior to that he was a Vice President and Treasurer
of the Avco Corporation, which was acquired by Textron.
JOHN B. SIAS, a Class III Director Nominee, has been a Director of the
Company since January 1982. Since April 1993, Mr. Sias has been President and
Chief Executive Officer of Chronicle Publishing Company. From January 1986 until
December 1992, Mr. Sias served as President of ABC Television Network Division
and Executive Vice President, Capital Cities/ABC, Inc. From 1977 until
January 1986 he was the Executive Vice President, President of the Publishing
Division (which includes Fairchild Publications) of Capital Cities
Communications, Inc.
MEETINGS OF THE BOARD OF DIRECTORS
During the fiscal year ended July 31, 1999, there were five (5) formal
meetings of the Board of Directors, several actions by unanimous consent and
several informal meetings. The Board of Directors has an Audit Committee and
Stock Option Committee, each of which was organized in November 1982. During the
fiscal year ended July 31, 1999, there was one (1) formal meeting of the Audit
Committee and the Stock Option Committee had three (3) formal meetings. Each
director of the Company attended at least 75% of all Board meetings during the
fiscal year ended July 31, 1999.
COMMITTEES OF THE BOARD OF DIRECTORS
The Audit Committee is authorized to review proposals of the Company's
auditors regarding annual audits, recommend the engagement or discharge of the
auditors, review recommendations of such auditors concerning accounting
principles and the adequacy of internal controls and accounting procedures and
practices, to review the scope of the annual audit, to approve or disapprove
each professional service or type of service other than standard auditing
services to be provided by the auditors, and to review and
6
<PAGE>
discuss the audited financial statements with the auditors. Its members are
Shahram K. Rabbani, John B. Sias (a Class III Director nominee) and John J.
Delucca.
The Stock Option Committee has the plenary authority in its discretion to
determine the purchase price of the Common Stock issuable upon the exercise of
each option, to determine the employees to whom, and the time or times at which
options shall be granted and the number of shares to be issuable upon the
exercise of each option, to interpret the plans, to prescribe, amend and rescind
rules and regulations relating to them, to determine the term and provisions of
the respective option agreements and to make all other determinations deemed
necessary or advisable for the administration of the plans. Its members are John
B. Sias (a Class III Director Nominee) and John J. Delucca.
The Company does not have a formal Compensation Committee, Nominating
Committee or Executive Committee of the Board of Directors.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers, directors and persons who beneficially own
more than 10% of a registered class of the Company's equity securities
(collectively, "Reporting Persons") to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
common stock and other equity securities of the Company. Such executive
officers, directors and greater than 10% beneficial owners are required by
Securities and Exchange Commission regulation to furnish the Company with copies
of all Section 16(a) forms filed by such reporting persons.
Based solely on the Company's review of such forms furnished to the Company
and written representations from certain reporting persons, the Company believes
that the Reporting Persons have complied with all applicable filing
requirements.
CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS
Enzo Clinical Labs, Inc. ("Enzolabs"), a subsidiary of the Company, leases a
facility located in Farmingdale, New York from Pari Management Corporation
("Pari"). Pari is owned equally by Elazar Rabbani, Ph.D., Shahram Rabbani and
Barry Weiner and his wife, the officers and directors of Pari. The lease which
commenced on December 20, 1989 and terminates on November 30, 2004 provides for
a minimum net annual rent of $515,000 through December 31, 1996 and $818,250 for
the period beginning January 1, 1997, subject to annual cost of living
adjustments. During fiscal 1999, Enzolabs paid $1,050,609 (including $129,690 in
real estate taxes) to Pari with respect to such facility. The Company, which has
guaranteed Enzolabs' obligations to Pari under the lease, believes that the
lease terms are as favorable to the Company as would be available from an
unaffiliated party.
7
<PAGE>
EXECUTIVE COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following summary compensation table sets forth the aggregate
compensation paid by the Company to its chief executive officer and to the
Company's four other most highly compensated executive officers whose annual
compensation exceeded $100,000 for the fiscal year ended July 31, 1999 (each, a
"Named Executive Officer") for services during the fiscal years ended July 31,
1999, 1998 and 1997:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
---------------------- ---------------------
NAME AND SECURITIES UNDERLYING
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS/SARS (#)
- - ------------------ -------- ---------- --------- ---------------------
<S> <C> <C> <C> <C>
Elazar Rabbani, Ph.D.,......................... 1999 $282,237 $145,000 110,000
CHAIRMAN OF THE BOARD OF 1998 $271,043 $145,000 52,500
DIRECTORS AND CEO 1997 $256,088 $120,000 --
Shahram K. Rabbani,............................ 1999 $251,996 $120,000 110,000
CHIEF OPERATING OFFICER, 1998 $235,783 $120,000 52,500
TREASURER, SECRETARY AND DIRECTOR 1997 $211,155 $100,000 --
Barry W. Weiner,............................... 1999 $251,996 $120,000 110,000
PRESIDENT AND DIRECTOR 1998 $235,783 $120,000 52,500
1997 $211,156 $100,000 --
Dean Engelhardt, Ph.D.,........................ 1999 $166,154 $30,000 15,000
SENIOR VICE PRESIDENT 1998 $156,731 $25,000 --
1997 $152,306 $20,000 --
Norman Kelker, Ph.D.,.......................... 1999 $143,078 $15,000 13,000
SENIOR VICE PRESIDENT 1998 $140,540 $15,000 --
1997 $142,155 $15,000 --
</TABLE>
The Company does not have a Compensation Committee or other board committee
performing equivalent functions. During the fiscal year ended July 31, 1999,
deliberations concerning executive officer compensation were made by the
Company's Board of Directors, which board includes Elazar Rabbani, Ph.D.
(Chairman of the Board and Chief Executive Officer of the Company and a
Class III Director nominee), Shahram K. Rabbani (Chief Operating Officer,
Secretary and Treasurer of the Company), Barry W. Weiner (President of the
Company), John J. Delucca and John B. Sias (a Class III Director nominee).
8
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
-------------------------- ---------------------------
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS/SARS EXERCISE
UNDERLYING GRANTED TO OR
OPTION/SARS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($ / SH) DATE 5% ($) 10% ($)
- - ---- ----------- ------------ ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Elazar Rabbani, Ph.D.,......... 50,000 8.3% $6.625 10/01/08 $208,321 $537,927
CHAIRMAN OF THE BOARD OF 60,000 9.9% $10.125 6/30/09 $382,053 $968,199
DIRECTORS AND CHIEF
EXECUTIVE OFFICER
Shahram K. Rabbani,............ 50,000 8.3% $6.625 10/01/08 $208,321 $537,927
CHIEF OPERATING OFFICER, 60,000 9.9% $10.125 6/30/09 $382,053 $968,199
TREASURER, SECRETARY AND
DIRECTOR
Barry W. Weiner,............... 50,000 8.3% $6.625 10/01/08 $208,321 $537,927
PRESIDENT AND DIRECTOR 60,000 9.9% $10.125 6/30/09 $382,053 $968,199
Dean Engelhardt, Ph.D.,........ 10,000 1.7% $6.625 10/01/08 $41,664 $105,585
SENIOR VICE PRESIDENT 5,000 * $10.125 6/30/09 $31,838 $80,683
Norman Kelker, Ph.D.,.......... 10,000 1.7% $6.625 10/01/08 $41,664 $105,585
SENIOR VICE PRESIDENT 3,000 * $10.125 6/30/09 $19,103 $48,410
</TABLE>
- - ------------------------
* Less than 1%.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth certain information with respect to stock
option exercises by the Named Executive Officers and Messrs. John B. Sias and
John J. Delucca (both of whom serve as Outside Directors of the Company's Board
of Directors) during the fiscal year ended July 31, 1999 and the value of
unexercised options held by them at fiscal year-end.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
FISCAL YEAR END# FISCAL YEAR END ($)(1)
SHARES OF COMMON --------------------------- ---------------------------
STOCK ACQUIRED VALUE
NAME ON EXERCISE (#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ---- ---------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Elazar Rabbani, Ph.D....... -- -- 339,324 123,750 $3,437,558 $1,238,125
Shahram K. Rabbani......... -- -- 339,324 123,750 $3,437,558 $1,238,125
Barry W. Weiner............ -- -- 302,248 123,750 $3,224,076 $1,238,125
Dean Engelhardt, Ph.D...... -- -- 117,436 12,500 $1,658,988 $146,563
Norman Kelker, Ph.D........ -- -- 89,322 10,500 $1,529,107 $127,313
John B. Sias............... -- -- 61,031 13,938 $482,240 $133,997
John J. Delucca............ -- -- 31,263 13,938 $248,078 $133,997
</TABLE>
- - ------------------------
(1) Market value of the underlying securities at fiscal year end minus the
exercise price.
9
<PAGE>
EMPLOYMENT AGREEMENTS
Each of Mr. Barry Weiner, Mr. Shahram Rabbani and Dr. Elazar Rabbani (the
"Executives") are parties to an employment agreement effective May 4, 1994 (the
"Employment Agreement(s)") with the Company. Pursuant to the terms of their
respective Employment Agreements, Messrs. Weiner and Rabbani and Dr. Rabbani are
currently compensated at a base annual salary of $250,000, $250,000 and
$280,000, respectively. Each Executive will also receive an annual bonus, the
amount of which shall be determined by the Board of Directors in their
discretion. Each Employment Agreement provides that, in the event of termination
of the Executive for good reason or without cause (or, additionally, in the case
of Dr. Rabbani, a nonrenewal), as such terms are defined therein, each Executive
shall be entitled to receive: (a) a lump sum in an amount equal to three
(3) years of the Executive's base annual salary; (b) a lump sum in an amount
equal to the annual bonus paid by the Company to the Executive for the last
fiscal year of the Company ending prior to the date of termination multiplied by
three (3); (c) insurance coverage for the Executive and his dependents, at the
same level and at the same charges to the Executive as immediately prior to his
termination, for a period of three (3) years following his termination from the
Company; (d) all accrued obligations, as defined therein; and (e) with respect
to each incentive pay plan (other than stock option or other equity plans) of
the Company in which the Executive participated at the time of termination, an
amount equal to the amount the Executive would have earned if he had continued
employment for three (3) additional years. If the Executive is terminated by
reason of his disability, he shall be entitled to receive, for three (3) years
after such termination, his base annual salary less any amounts received under a
long term disability plan. If the Executive is terminated by reason of his
death, his legal representatives shall receive the balance of any remuneration
due him. The term of each of the Executive's Employment Agreement is three
(3) years from the date of execution of the Employment Agreement with a renewal
period of two (2) years, such renewal to occur automatically unless either the
Company or the Executive terminates the Employment Agreement upon six
(6) months written notice.
COMPENSATION OF DIRECTORS
Each director who is not otherwise an officer or an employee (such director
being classified as an "Outside Director") of the Company received $18,000 in
compensation for the fiscal year ended July 31, 1999. Under the Company's 1999
Plan, on the date persons are first elected to serve as Outside Directors of the
Company's Board of Directors, such persons shall receive options ("Initial
Director Options") to purchase 15,000 shares of Common Stock of the Company, and
will automatically receive options ("Automatic Director Options" and together
with the Initial Director Options, the "Director Options") to purchase 7,500
shares of the Company's Common Stock immediately following the date of each
annual meeting of the Company's shareholders, PROVIDED, HOWEVER, that such
persons did not receive Initial Director Options since the most recent grant of
Automatic Director Options and continue to serve as directors of the Company's
Board of Directors. The exercise price for each share subject to a Director
Option shall be equal to the fair market value of the Company's Common Stock on
the date of grant. Director Options shall become exercisable at the discretion
of the Board of Directors, subject to acceleration in certain circumstances, and
shall expire the earlier of ten (10) years after the date of grant or ninety
(90) days after the termination of the director's service on the Board of
Directors. During fiscal year 1999, each Outside Director received an option to
purchase 7,500 shares of Common Stock.
BOARD OF DIRECTORS COMPENSATION REPORT
The Company strives to apply a uniform philosophy to compensation for all of
its employees, including the members of its senior management. This philosophy
is based on the premise that the achievements of the Company result from the
combined and coordinated efforts of all employees working toward common goals
and objectives.
The goals of the Company's compensation program are to align remuneration
with business objectives and performance, and to enable the Company to retain
and competitively reward executive officers who
10
<PAGE>
contribute to the long-term success of the Company. The Company's compensation
program for executive officers is based on the following principles, which are
applicable to compensation decisions for all employees of the Company. The
Company attempts to pay its executive officers competitively in order that it
will be able to retain the most capable people in the industry. Information with
respect to levels of compensation being paid by comparable companies is obtained
from various publications and surveys.
During the last fiscal year, the compensation of executive officers
consisted principally of salary and bonus and the Company granted stock options
to its executive officers, additional grants of which may be made in the future.
The cash portion of such program includes base salary and annual bonuses, which
are awarded in the discretion of the Board of Directors. Salary levels have been
set based upon historical levels, amounts being paid by comparable companies and
performance. The Company's equity-based compensation consists of the award of
discretionary stock options, which are designed to provide additional incentives
to executive officers to maximize shareholder value. Through the use of extended
vesting periods, the option program is designed to encourage executive officers
to remain in the employ of the Company. In addition, because the exercise prices
of such options are typically set at or above the fair market value of the stock
on the date the option is granted, executive officers can only benefit from such
options if the trading price of the Company's shares of Common Stock increases,
thus aligning their financial interests directly with those of the shareholders.
In consideration for Dr. Elazar Rabbani's services as Chairman of the Board
of Directors and Chief Executive Officer of the Company for the fiscal year
ended July 31, 1999, the Company paid Dr. Rabbani an annual salary of $282,237
and a bonus of $145,000 and granted Dr. Rabbani stock options to purchase
110,000 shares of the Company's Common Stock. Such compensation was determined
pursuant to the Company's employment agreement, dated May 4, 1994, with
Dr. Rabbani and was based on the Board's view of Dr. Rabbani's successful
performance as Chief Executive Officer. See "Employment Agreements."
401(K) PLAN
The Company has adopted a salary reduction profit sharing plan which is
generally available to employees of the Company and any subsidiary of the
Company. Officers and directors who are employees of the Company participate in
the Plan on the same basis as other employees.
The Plan permits voluntary contributions by employees in varying amounts up
to 17% of annual earnings (not to exceed the maximum allowable in any calendar
year which is $10,000 for 1999). Employee contributions are made by salary
reduction under Section 401(k) of the Internal Revenue Code of 1986, as amended
(the "Code"), and are excluded from taxable income of the employee. The Company
may also contribute additional discretionary amounts as it may determine.
All employees of the Company who are twenty-one (21) years or older and have
been employed by the Company for a minimum of six (6) months are eligible to
participate in the Plan. Employees who have more than 500 hours of service per
service year, but less than 1,000 hours per service year, are still considered
members of the Plan, but contribution allocations and vesting will not increase
during such time.
A participant's account is distributed to him upon retirement or termination
of employment for any reason and in certain other limited situations. The amount
of the Plan allocation attributable to the Company's discretionary contributions
will vest in accordance with a schedule. To date, the Company has made no
discretionary contributions to the Plan.
1993 STOCK OPTION PLAN
Under the Company's 1993 Stock Option Plan (the "1993 Plan"), the Company's
Board of Directors may grant incentive stock options ("ISOs") and non-qualified
stock options ("NQSOs"), as those terms are defined by Section 422 of the Code,
to selected key employees, directors, officers, consultants and
11
<PAGE>
advisors of the Company to purchase the Company's Common Stock. Options granted
under the 1993 Plan generally vest no earlier than six (6) months after the date
of grant and cannot be exercised later than the tenth (10(th)) anniversary date
of the date of grant. When the optionee, however, holds more than 10% of all
combined voting stock of the Company, ISOs granted under the 1993 Plan cannot be
exercised later than the fifth (5(th)) anniversary date of the date of grant.
The exercise prices of options granted under the 1993 Plan are set by the Board
of Directors of the Company, or designated committee. In any event, however,
ISOs granted under the 1993 Plan may not be exercisable at a price lower than
the fair market value of the Company's Common Stock on the date such options are
granted, and, when the optionee holds more than 10% of all combined voting stock
of the Company, the exercise prices of such options may not be less than 110% of
the fair market value of the Common Stock of the Company on the date of grant.
ISOs granted under the 1993 Plan to any optionee which become exercisable for
the first time in any one calendar year for shares of Common Stock of the
Company with an aggregate fair market value, as of the respective date or dates
of grant, of more than $100,000 shall be treated as NQSOs. In October 1998, the
Company granted options to certain officer-directors of the Company to purchase
up to an aggregate of 150,000 shares of Common Stock. As of the Record Date, of
the 1,627,705 shares reserved for issuance upon the exercise of options
authorized for grant under the 1993 Plan, 33,000 shares of the Company's Common
Stock remain available for issuance upon the exercise of options authorized for
grant under the 1993 Plan.
1994 STOCK OPTION PLAN
Under the Company's 1994 Stock Option Plan (the "1994 Plan"), the Company's
Board of Directors may grant ISOs and NQSOs to selected key employees,
directors, executive officers, consultants and advisors of the Company to
purchase the Company's Common Stock. ISOs and NQSOs granted under the 1994 Plan
generally vest no earlier than six (6) months after the date of grant and can be
exercised no later than the tenth (10(th)) anniversary date of the date of
grant. When the optionee, however, holds more than 10% of all combined voting
stock of the Company, ISOs granted under the 1994 Plan can not be exercised
later than the fifth (5(th)) anniversary date of the date of grant. The exercise
prices of options granted under the 1994 Plan are set by the Board of Directors
of the Company, or designated committee. In any event, however, ISOs granted
under the 1994 Plan may not be exercisable at a price lower than the fair market
value of the Company's Common Stock on the date such options are granted, and,
when the optionee holds more than 10% of all combined voting stock of the
Company, the exercise prices of such options may not be less than 110% of the
fair market value of the Common Stock of the Company on the date of grant. ISOs
granted under the 1994 Plan to any optionee which become exercisable for the
first time in any one calendar year for shares of Common Stock of the Company
with an aggregate fair market value, as of the respective date or dates of
grant, of more than $100,000 shall be treated as NQSOs. The awards under the
1994 Plan are subject to restrictions on transferability, are forfeitable in
certain circumstances and are exercisable at such time or times and during such
period as shall be set forth in the option agreement evidencing such option.
During the fiscal year ended July 31, 1999, options to purchase up to 128,000
shares of the Company's Common Stock were awarded under the 1994 Plan. As of the
Record Date, of the 1,072,352 shares of the Company's Common Stock reserved for
issuance upon the exercise of options authorized for grant under the 1994 Plan,
72,000 shares of the Company's Common Stock remain available for issuance upon
the exercise of options authorized for grant under the 1994 Plan.
1999 STOCK OPTION PLAN
Under the Company's 1999 Stock Option Plan (the "1999 Plan"), the Company's
Board of Directors may grant ISOs and NQSOs to selected key employees,
directors, executive officers, consultants and advisors of the Company to
purchase the Company's Common Stock. ISOs and NQSOs granted under the 1999 Plan
generally vest no earlier than six (6) months after the date of grant and can be
exercised no later than the tenth (10(th)) anniversary date of the date of
grant. When the optionee, however, holds more than 10% of all combined voting
stock of the Company, ISOs granted under the 1999 Plan can not be exercised
later than the fifth (5(th)) anniversary date of the date of grant. The exercise
prices of options granted under
12
<PAGE>
the 1999 Plan are set by the Board of Directors of the Company, or designated
committee. In any event, however, ISOs granted under the 1999 Plan may not be
exercisable at a price lower than the fair market value of the Company's Common
Stock on the date such options are granted, and, when the optionee holds more
than 10% of all combined voting stock of the Company, the exercise prices of
such options may not be less than 110% of the fair market value of the Common
Stock of the Company on the date of grant. ISOs granted under the 1999 Plan to
any optionee which become exercisable for the first time in any one calendar
year for shares of Common Stock of the Company with an aggregate fair market
value, as of the respective date or dates of grant, of more than $100,000 shall
be treated as NQSOs. The awards under the 1999 Plan are subject to restrictions
on transferability, are forfeitable in certain circumstances and are exercisable
at such time or times and during such period as shall be set forth in the option
agreement evidencing such option. During the fiscal year ended July 31, 1999,
options to purchase up to 325,500 shares of the Company's Common Stock were
awarded under the 1999 Plan. As of the Record Date, of the 950,000 shares of the
Company's Common Stock reserved for issuance upon the exercise of options
authorized for grant under the 1999 Plan, all 950,000 shares of the Company's
Common Stock remain available for issuance upon the exercise of options
authorized for grant under the 1999 Plan.
INSURANCE FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company has in effect, with Zurich Insurance Group under a policy
effective January 21, 1999, and expiring on January 22, 2000, insurance covering
all of its directors and officers and certain other employees of the Company
against certain liabilities and reimbursing the Company for obligations which it
incurs as a result of its indemnification of such directors, officers and
employees. Such insurance has been obtained in accordance with the provisions of
Section 726 of the Business Corporation Law of the State of New York. The annual
premium is $48,000.
This report has been provided by the Board of Directors of the Company.
Elazar Rabbani, Ph.D.
Shahram K. Rabbani
Barry W. Weiner
John J. Delucca
John B. Sias
The compensation report shall not be deemed to be incorporated by reference
in any filing by the Company under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent the Company specifically incorporates
such report.
PERFORMANCE GRAPH
The graph below compares the five-year cumulative shareholder total return
based upon an initial $100 investment (assuming the reinvestment of dividends)
for Enzo Biochem, Inc. shares of Common Stock with the comparable return for the
American Stock Exchange Market Value Index and two peer issuer indices selected
on an industry basis. The two peer group indices include: (i) 52 biotechnology
companies engaged in the research and development of diagnostic substances and
(ii) 21 companies engaged in the medical laboratories business. All of the
indices include only companies whose common stock has been registered under
Section 12 of the Securities Exchange Act of 1934 for at least the time frame
set forth in the graph.
The total shareholder returns depicted in the graph are not necessarily
indicative of future performance. The Performance Graph and related disclosure
shall not be deemed to be incorporated by reference in any filing by the Company
under the Securities Act of 1933 or the Securities Exchange Act of 1934, except
to the extent that the Company specifically incorporates the graph and such
disclosure by reference.
13
<PAGE>
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN OF THE
COMPANY, TWO PEER GROUP INDICES AND THE AMEX MARKET INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
ENZO BIOCHEM, INC. MEDICAL LABORATORIES BIOTECHNOLOGY PEERS AMEX MARKET INDEX
<S> <C> <C> <C> <C>
7/29/94 100.00 100.00 100.00 100.00
7/31/95 186.59 104.37 147.36 121.28
7/31/96 160.33 77.78 174.26 124.13
7/31/97 174.15 65.89 184.77 147.53
7/31/98 136.47 55.04 155.53 161.02
7/30/99 229.39 54.98 193.22 165.58
</TABLE>
PROPOSAL 2
APPROVAL OF INDEPENDENT AUDITORS
The Board of Directors has appointed Ernst & Young LLP, as independent
auditors, to audit the accounts of the Company for the fiscal year ending
July 31, 2000. The Board of Directors approved the reappointment of Ernst &
Young LLP (the firm resulting from the merger of Ernst & Whinney and Arthur
Young & Company, which has been engaged as the Company's independent auditors
since 1983). Ernst & Young LLP has advised the Company that neither the firm nor
any of its members or associates has any direct financial interest in the
Company or any of its affiliates other than as auditors. Although the selection
and appointment of independent auditors is not required to be submitted to a
vote of shareholders, the Directors deem it desirable to obtain the
shareholders' ratification and approval of this appointment.
Representatives of Ernst & Young LLP are expected to be present at the
Annual 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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 2 RELATING TO THE
RATIFICATION OF THE APPOINTMENT OF THE AUDITORS. PROXIES SOLICITED BY THE BOARD
OF DIRECTORS WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY IN THEIR PROXIES A
CONTRARY CHOICE.
14
<PAGE>
GENERAL
The Management of the Company does not know of any matters other than those
stated in this Proxy Statement which are to be presented for action at the
meeting. If any other matters should properly come before the meeting, it is
intended that proxies in the accompanying form will be voted on any such matters
in accordance with the judgment of the persons voting such proxies.
Discretionary authority to vote on such matters is conferred by such proxies
upon the persons voting them.
The Company will bear the cost of preparing, assembling and mailing the
Proxy, Proxy Statement and other material which may be sent to the shareholders
in connection with this solicitation. In addition to the solicitation of proxies
by use of the mails, officers and regular employees may solicit the return of
proxies. The Company may reimburse persons holding stock in their names or in
the names of other nominees for their expense in sending proxies and proxy
material to principals. In addition, Continental Stock Transfer & Trust Company,
2 Broadway, New York, New York 10004, the Company's transfer agent, has been
engaged to solicit proxies on behalf of the Company for a fee, excluding
expenses, of approximately $3,500. Proxies may be solicited by mail, personal
interview, telephone and telegraph.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON BEING SOLICITED BY
THIS PROXY STATEMENT, UPON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE
ANNUAL REPORT OF THE COMPANY ON FORM 10-K FOR THE YEAR ENDED JULY 31, 1999 (AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION) INCLUDING THE FINANCIAL
STATEMENTS AND THE SCHEDULES THERETO. ALL SUCH REQUESTS SHOULD BE DIRECTED TO
SHAHRAM K. RABBANI, SECRETARY, ENZO BIOCHEM, INC., 60 EXECUTIVE BOULEVARD,
FARMINGDALE, NEW YORK 11735.
SHAREHOLDER PROPOSALS TO BE PRESENTED
AT THE NEXT ANNUAL MEETING
SHAREHOLDER PROPOSALS. Proposals of shareholders intended to be presented
at the Company's 2000 Annual Shareholder Meeting (i) must be received by the
Company at its offices no later than August 30, 2000 (91 days preceding the one
year anniversary of the Mailing Date), (ii) may not exceed 500 words and
(iii) must otherwise satisfy the conditions established by the Securities and
Exchange Commission for shareholder proposals to be included in the Company's
Proxy Statement for that meeting.
DISCRETIONARY PROPOSALS. Shareholders intending to commence their own proxy
solicitations and present proposals from the floor of the 2001 Annual
Shareholder Meeting in compliance with Rule 14a-4 promulgated under the Exchange
Act of 1934, as amended, must notify the Company of such intentions before
October 15, 2000 (45 days preceding the one year anniversary of the Mailing
Date). After such date, the Company's proxy in connection with the 2001 Annual
Shareholder Meeting may confer discretionary authority on the Board to vote.
By Order of the Board of Directors
Shahram K. Rabbani, SECRETARY
Dated: November 29, 1999
15
<PAGE>
PROXY
ENZO BIOCHEM, INC.
60 EXECUTIVE BOULEVARD, FARMINGDALE, NEW YORK 11735
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Shahram K. Rabbani and Barry W. Weiner as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of the Common
Stock of Enzo Biochem, Inc. held of record by the undersigned on November 23,
1999, at the Annual Meeting of Shareholders to be held on January 12, 2000 or
any adjournment thereof.
<TABLE>
<S> <C> <C>
PROPOSAL 1. Election of Elazar Rabbani, Ph.D. and John B. Sias as Class III Directors.
/ / FOR all nominees / / WITHHOLDING AUTHORITY
(except as marked to the contrary below) as to all nominees
(INSTRUCTION: To withhold authority to vote for any individual nominee, print that nominee's name
on the line provided below.)
Withheld for:
PROPOSAL 2. Ratification of the appointment of Ernst & Young LLP as independent auditors for the fiscal year
ending
July 31, 2000.
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
<PAGE>
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting. 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 Proposals 1
and 2.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. WHEN SHARES OF COMMON STOCK ARE
HELD BY JOINT TENANTS, BOTH SHOULD SIGN.
Dated: __,
1999/2000 (circle one)
Signature: _____________________________________________________________________
Signature if held jointly: _____________________________________________________
(When signing as attorney, as executor, as administrator, trustee or guardian,
please give full title as such. If
a corporation, please sign in full
corporate name by President or
other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.)
