<PAGE> 1
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:
<TABLE>
<S> <C>
/ / 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
/ / Solicitin Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Polydex Pharmaceuticals Limited
- - --------------------------------------------------------------------------------
(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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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
POLYDEX PHARMACEUTICALS LIMITED
Sandringham House, 83 Shirley Street, Nassau, Bahamas
TO OUR MEMBERS:
The 1996 Annual General Meeting of Members will be held at 1:00 p.m.,
local time, on Friday, September 27, 1996, at the offices of the Company, c/o
Higgs & Johnson, Sandringham House, 83 Shirley Street, Nassau, Bahamas. At the
Annual General Meeting, Members will elect directors, the names of whom are set
forth in the accompanying Proxy Statement, to serve until the 1999 Annual
Meeting or until their successors are elected. In addition, the Members will
authorize the Board of Directors to appoint either Ernst & Young LLP or Arthur
Andersen LLP as the Company's new independent accountants. Management will also
report on fiscal year 1996 results. We urge you to attend the meeting and to
vote for these proposals. These matters are described in more detail in the
attached Proxy Statement, which we urge you to read carefully.
The formal notice of the Annual Meeting and the Proxy Statement
containing information relative to the meeting follow this letter.
Please sign and return the enclosed proxy card whether or not you plan
to attend the meeting to assure your shares will be voted. If you do attend the
meeting, and the Board of Directors joins me in hoping you will, there will be
an opportunity to revoke your proxy and to vote in person if you prefer.
Sincerely,
George G. Usher
President
August 26, 1996
<PAGE> 3
POLYDEX PHARMACEUTICALS LIMITED
Sandringham House, 83 Shirley Street, Nassau, Bahamas
NOTICE OF ANNUAL GENERAL MEETING OF MEMBERS
August 26, 1996
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Members of
Polydex Pharmaceuticals Limited (the "Company") will be held at the offices of
the Company, c/o Higgs & Johnson, Sandringham House, 83 Shirley Street, Nassau,
Bahamas, on Friday, September 27, 1996, at 1:00 p.m., local time, for the
following purposes:
1. To elect Directors, the names of whom are set forth in the accompanying
Proxy Statement, to serve until the 1999 Annual General Meeting of Members
or until their successors are elected;
2. To authorize the Board of Directors to appoint either Ernst & Young LLP or
Arthur Andersen LLP as the new independent accountant of the Company for
fiscal year ended January 31, 1997 and to fix their remuneration; and
3. To transact such further or other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on August 21, 1996,
as the Record Date of determining the Members entitled to notice of the meeting
and to vote. The Company's Annual Report to Members for the year ended January
31, 1996, is being mailed to Members with the Proxy Statement. The Proxy
Statement accompanies this notice.
BY ORDER OF THE
BOARD OF DIRECTORS
SHARON WARDLAW
Secretary
August 26, 1996
Please sign and return the enclosed Proxy in the envelope provided for
that purpose, whether or not you expect to be present at the Annual General
Meeting. If you attend the Annual General Meeting, you may revoke your Proxy in
accordance with the methods described in the Proxy Statement under the heading
"The Proxy and Solicitation" and vote your shares in person.
<PAGE> 4
POLYDEX PHARMACEUTICALS LIMITED
Sandringham House, 83 Shirley Street, Nassau, Bahamas
PROXY STATEMENT
Annual General Meeting, September 27, 1996
THE PROXY AND This Proxy Statement is first being mailed on or
SOLICITATION about August 26, 1996, to the Members of Polydex
Pharmaceuticals Limited (the "Company") in
connection with the solicitation by the Board of Directors for the Annual
General Meeting of the Members ("Annual Meeting") to be held at 1:00 p.m., local
time, on Friday, September 27, 1996 at the Company's Bahamian offices, c/o Higgs
& Johnson, Sandringham House, 83 Shirley Street, Nassau, Bahamas.
Although the Company believes that the solicitation of proxies will be
primarily by mail, proxies may also be solicited personally or by telephone by
officers and employees of the Company who will not receive additional
compensation for such solicitation. The cost of solicitation of proxies will be
borne directly by the Company. All dollar amounts in this proxy statement are
stated in U.S. dollars unless otherwise indicated.
All valid proxies received in response to this solicitation will be voted
in accordance with the instructions indicated thereon by the Members giving such
proxies. IF NO CONTRARY INSTRUCTIONS ARE GIVEN, SUCH PROXIES WILL BE VOTED IN
FAVOR OF THE ELECTION OF THE DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT AND
IN FAVOR OF AUTHORIZING THE BOARD OF DIRECTORS TO ELECT A NEW INDEPENDENT
ACCOUNTANT. The proxies solicited hereby also confer discretionary authority to
vote with respect to any matters which the Board of Directors does not currently
know are to be presented at the meeting.
The Company has no knowledge of any other matters to be presented for vote
to the Members at the Annual Meeting. In the event other matters do properly
come before the meeting, the persons named in the Proxy will vote in accordance
with their judgement on such matters.
Proxies given by Members for use at the meeting may be revoked at any time
prior to their use. In addition to revocation in any manner permitted by law, a
proxy may be revoked in any one of the following ways:
(a) by signing a form of proxy bearing a later date and depositing it with
the Secretary of the Company;
(b) as to any matter on which a vote has not already been cast pursuant to
the authority conferred by such proxy, by signing written notice of
revocation and delivering it to either the Secretary or the Chairman
of the meeting;
(c) by attending the meeting in person and personally voting the shares
represented by the proxy; or
(d) by instrument in writing executed by the Member or by his attorney
authorized in writing, or, if the Member is a corporation, under its
corporate seal, or by an officer or attorney thereof duly authorized,
and deposited either at the head office of the Company at any time up
to and including the last business day preceding the day of the
meeting, or any adjournment thereof, at which the proxy is to be used,
or with the Chairman of such meeting on the day of the meeting, or
adjournment thereof.
1
<PAGE> 5
PURPOSES OF The Annual Meeting has been called for the purposes of
ANNUAL MEETING (1) electing Directors, (2) authorizing the Board of
Directors to appoint either Ernst & Young LLP or
Arthur Andersen LLP as the new independent accountant of
the Company for fiscal year ended January 31, 1997 and
to fix their remuneration and (3) transacting such other
business as may properly come before the meeting.
VOTING OF The Board of Directors has fixed the close of business
SECURITIES on August 21, 1996, as the Record Date for determining
the Members entitled to notice of the meeting and
to vote. A total of 28,142,182 Common Shares of a par
value of U.S. $.00167 each (the "Common Shares") and 8,994,000 Series B
Preferred Shares of a par value of $.00167 each (the "Series B Shares") were
outstanding at the close of business on that date. Each Common Share and each
Series B Share is entitled to one vote for any matter presented at the Annual
Meeting for consideration and action by the Members. In addition, the Company
has authorized 1,000,000 Series A Preferred Shares of a par value of U.S. $0.01
each (the "Series A Shares"), none of which are outstanding.
For voting purposes, abstentions will be counted for the purpose of
establishing a quorum and will not be voted. Broker non-votes will not be
counted for the purpose of establishing a quorum and will not be voted.
The Board of Directors has no reason to believe that any of the
Director nominees will be unable to serve as a director. In the event, however,
of the death or unavailability of any Director nominee or nominees, the Proxy to
that extent will be voted for such other person or persons as the Board of
Directors may recommend.
OWNERSHIP OF The security ownership of those persons owning
VOTING beneficially 5% or more of the Company's Class B
SECURITIES Preferred Shares and the Company's Common Shares, and
of the Company's Directors, and all of its Executive
Officers and Director nominees, as of August 21, 1996,
was:
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership of Class (8)
- - -------------- --------------------- -------------------- ------------
<S> <C> <C> <C>
Class B George Usher, President 5,994,000 66.7%
Preferred Shares RR 1, Kettleby, Ontario
Canada, LOG LJ0
Class B T.C. Usher 3,000,000 33.3%
Preferred Shares Chairman and Director
P.O. Box N7525
Nassau, Bahamas
Common Shares, Joseph Buchman 917,351 (1) 3.3%
$.00167 par value Director
46 Belmont Drive West
Roslyn, NY 11577
Common Shares, James Grandy 20,000 (2) *
$.00167 par value Director
920 Muskoka Avenue
Ottawa, Canada K2A 3H9
Common Shares, Natu Patel 113,900 (3) *
$.00167 par value Director
9767 Sun Pointe Drive
Boynton Beach, FL 33437
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership of Class (8)
- - -------------- --------------------- -------------------- ------------
<S> <C> <C> <C>
Common Shares, George Usher 863,342 (4) 3.0%
$.00167 par value Director
President
RR 1, Kettleby, Ontario
Canada, LOG LJ0
Common Shares, Ruth L. Usher 1,771,397 (5) 6.2%
$.00167 par value Director
P.O. Box N7525
Nassau, Bahamas
Common Shares, T. C. Usher 7,187,374 (6) 24.1%
$.00167 par value Chairman and Director
P.O. Box N7525
Nassau, Bahamas
Common Shares, Sharon Wardlaw, 2,400 (7) *
$.00167 par value Secretary, Treasurer
5 Gondola Crescent
Scarborough, Ontario
Canada M1G 2J2
All Officers and Directors 9,104,367 30.3%
as a Group (7 persons)
- - ----------------------------------------------
<FN>
*Less than one (1%) percent.
(1) Includes 503,977 shares owned directly by Joseph Buchman and 413,734 shares
owned directly by Josette Buchman, his wife.
(2) Includes 20,000 shares under option to James Grandy subject to acquisition
within sixty (60) days.
(3) Includes 3,900 shares owned by Natu Patel and 110,000 shares under option
to Natu Patel subject to acquisition within sixty (60) days.
(4) Includes 227,713 shares owned directly by George Usher, 64,629 shares owned
directly by his wife, Shelagh Usher, and 571,000 shares under option to
George Usher, subject to acquisition by George Usher within sixty (60)
days.
(5) Includes 1,271,397 shares owned directly by Ruth L. Usher, and 500,000
shares under option to Ruth L. Usher, which are subject to acquisition
within sixty (60) days. Also included in share holdings of Thomas C. Usher,
her husband. See Note 6 below.
(6) Includes 972,549 shares owned directly by Thomas C. Usher, 3,267,652 shares
owned by companies controlled by Thomas C. Usher, 1,175,766 shares under
option subject to acquisition by Thomas C. Usher within sixty (60) days,
1,271,397 shares owned directly by Ruth L. Usher, his wife, and 500,000
Common Shares under option subject to acquisition by Ruth L. Usher within
sixty (60) days. Does not include shares owned by George Usher, his son, or
by the family of George Usher.
(7) Includes 400 shares owned directly by Sharon Wardlaw and 2,000 shares under
option to her, subject to acquisition within sixty (60) days.
(8) As of August 21, 1996, the Record Date, the Company had outstanding
8,994,000 Series B shares and 28,142,182 Common Shares (including 82,400
Common Shares held in treasury) and options exercisable within sixty (60)
days to purchase an additional 2,840,766 Common Shares, for a total of
30,882,948 Common Shares.
</TABLE>
3
<PAGE> 7
BOARD OF The following provides, as of August 21, 1996, the
DIRECTORS Management nominees and directors whose terms of office
will continue after the Annual Meeting, the principal
occupation and employment, age, the year in which each became a director of the
Company, and directorships in companies having securities registered pursuant to
the Securities Exchange Act of 1934, as amended.
The Board of Directors consists of seven directors divided into three
classes, with two classes consisting of two directors each and one class
consisting of three directors. No Director is compensated for serving on the
board. At each Annual Meeting, one class of directors is elected for a
three-year term to serve until their respective successors are duly elected and
qualified.
NOMINEES FOR TERMS EXPIRING AT THE
ANNUAL MEETING IN 1999 (CLASS II DIRECTORS)
-------------------------------------------
The following two persons, each of whom is currently serving as
directors, have been nominated to serve as directors for a term expiring at the
Annual Meeting in 1999:
<TABLE>
<CAPTION>
Year First
Elected
Director Age Director
-------- --- --------
<S> <C> <C>
NATU PATEL is the Vice President (Production) 50 1987
of the Company, and the President of its
Chemdex, Inc. subsidiary, and has been employed
by the Company since 1972. He is also a founder
of Novadex, Inc., a Florida based company which
performs research for the company.
RUTH L. USHER is the wife of Thomas C. Usher, 82 1979
and has been retired for the past five years.
</TABLE>
CONTINUING DIRECTORS WHOSE TERMS
EXPIRE AT THE ANNUAL MEETING IN 1997 (CLASS III DIRECTORS)
----------------------------------------------------------
<TABLE>
<CAPTION>
Year First
Elected
Director Age Director
-------- --- --------
<S> <C> <C>
GEORGE USHER, the son of Thomas C. Usher, is the 37 1988
President of the Company and of the Company's
Dextran Products, Ltd. subsidiary, and has been
employed by the Company since 1982.
THOMAS C. USHER has been the Chairman of the 81 1979
Company since its incorporation. He has served
as Chairman of Dextran Products Limited since its
incorporation in March, 1966 and of all of the
Company's other subsidiaries since their formation.
For over thirty years, Mr. Usher has been engaged
in the research and development of Dextran both in
the United States and Canada, and in the sale of
other patented drug products throughout the world.
</TABLE>
4
<PAGE> 8
CONTINUING DIRECTORS WHOSE
TERMS EXPIRE AT THE ANNUAL MEETING IN 1998 (CLASS I DIRECTORS)
--------------------------------------------------------------
<TABLE>
<CAPTION>
Year First
Elected
Director Age Director
-------- --- --------
<S> <C> <C>
JOSEPH BUCHMAN has been a branch manager and 57 1983
a Certified Underwriter with the Metropolitan
Life Insurance Company, New York, since 1979.
JAMES GRANDY is Chairman of the Canadian 76 1983
Marconi Company, and was the President of
Reisman and Grandy Limited, advisers to
business and government, from 1975 to 1987.
He has served as a Deputy Minister for
Finance and for Consumer Affairs in the
Canadian federal government.
</TABLE>
BOARD During the fiscal year ended January 31, 1996, there
MEETING were six meetings of the Company's Board of Directors.
AND With the exception of Buchman and Grandy, each director
COMMITTEES attended at least 75% of the aggregate number of
meetings held by the Board of Directors. The Company
does not have nor has it had any standing nominating, audit or compensation
committees of the Board nor are there any committees which perform similar
functions. Compensation decisions, including the granting of options, are made
by Thomas C. Usher, Chairman, in his sole discretion, with the advice of his
son, George Usher, the Company's President.
5
<PAGE> 9
COMPENSATION Shown below is information concerning the annual and
OF EXECUTIVE long-term compensation for services in all capacities to
OFFICERS the Company for the fiscal years ended January 31, 1996,
1995, and 1994 of those persons who were, at January 31,
1996 (i) the chief executive officer and (ii) the other executive officer of the
Company who had total annual salary plus bonus that exceeded $100,000 for the
year ended January 31, 1996 (the "Named Officers"). No other officer of the
Company had total annual salary plus bonus that exceeded $100,000 for the year
ended January 31, 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL
COMPENSATION
------------
Name and
Principal Position Year Salary Bonus
- - ------------------ ---- ------ -----
<S> <C> <C> <C>
Thomas C. Usher 1996 $120,000 none
Chief Executive 1995 $120,000 $50,000
Officer 1994 none none
Natu Patel 1996 $110,000 none
Vice President 1995 none none
1994 none none
- - ----------------------
</TABLE>
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth information with respect to the stock
options granted to the Named Officers during the fiscal year ended January 31,
1996.
<TABLE>
<CAPTION>
Potential
Realizable
Value At
Assumed
Number of Annual Rates
Securities Percent of Total of Stock Price
Underlying Options Granted to Appreciation
Options Employees in Exercise Expiration ------------
Name Granted Fiscal Year Price (1) Date 5% 10%
- - ---- ---------- ------------------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Thomas C. Usher 500,000 50% $1.00 6/30/2000 0 0
Natu Patel none --- --- --- ---
<FN>
- - ----------------------
(1) The market price of the Company's common stock at 6/30/95, the date of the
grant, was $0.53 per share.
</TABLE>
6
<PAGE> 10
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
The following table sets forth, for each of the Named Officers, the
exercise of options to purchase the Company's Common Shares during the fiscal
year ended January 31, 1996, and the year-end value of unexercised options to
purchase the Company's Common Shares held by the Named Officers at January 31,
1996.
<TABLE>
<CAPTION>
Number of Secu-
rities Underlying
Unexercised Op- Value of
Shares tions at Fiscal Unexercised In-the-
Acquired on Value Year End; All Money Options at
Name Exercise Realized Exercisable Fiscal Year End (1)
- - ---- ------------ -------- ------------------ -------------------
<S> <C> <C> <C> <C>
Thomas C. Usher none none 1,275,766 $551,156
Natu Patel none none 110,000 $58,300
- - ----------------------
<FN>
(1) The market price of the Company's common stock at January 31, 1996 was
$1.28 per share.
</TABLE>
On December 22, 1993, the Company entered into an employment agreement
with Thomas C. Usher which provided for his employment as Chairman and
Chief Executive Officer of the Company for a five year term commencing
February 1, 1994 at an annual salary of $120,000 subject to CPI
adjustments.
SECTION 16(A) Section 16(a) of the Securities Exchange Act of 1934,
BENEFICIAL as amended, requires the Company's Directors and
OWNERSHIP Officers and persons who beneficially own more than ten
REPORTING percent of the Company's Common Stock to file with the
COMPLIANCE Securities and Exchange Commission ("SEC") initial
reports of ownership and reports of changes in
ownership of Common Stock of the Company. Officers, Directors and
greater-than-ten percent Members are required by SEC regulation to furnish
the Company with copies of all Section 16(a) reports they file. To the
Company's knowledge, based solely upon a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended January 31, 1996, all
Section 16(a) filing requirements applicable to its officers and Directors
were complied with in a timely manner.
TRANSACTIONS As of February 1, 1995, Thomas C. Usher was indebted to
WITH THE the Company in amount equal to $960,552. During the
COMPANY course of the fiscal year ended January 31, 1996, the
Company loaned an additional $362,299 to Mr. Usher.
Interest on these loans to Mr. Usher accrued at 1-1/2% over Canadian prime,
compounded monthly. In addition, he made payments during fiscal year ended
January 31, 1996 of $427,684 on his outstanding debt to the Company. In May
of 1995, Thomas Usher sold a patent to the company valued at $1,000,000. As
payment for the patent, the Company discharged Mr. Usher's outstanding
debt. As a result of these transactions, as of January 31, 1996, the
Company was indebted to Thomas Usher in the amount of $89,891.
As of February 1, 1995, Ruth L. Usher had an outstanding loan to the
Company of $498,032. Ruth L. Usher received loan principal payments from
the Company during the past fiscal year of $18,000. Interest accrues on
this loan at the rate of 1-1/2% over the Canadian prime rate, compounded
monthly, which amounted to $50,984 in interest charges on the loan during
the past fiscal year. At January 31, 1996 there was a balance due from the
Company to Ruth L. Usher of $531,016.
7
<PAGE> 11
George Usher was owed $18,552 by the Company as of January 31, 1995.
This loan was paid in full during the last fiscal year.
As of January 31, 1995, Novadex, Inc., a company controlled by Thomas
C. Usher, owed the Company $469,839. Novadex has repaid $46,160 to the
Company reducing the outstanding balance to $423,679 as of January 31,
1996. In addition to this non-interest bearing loan, Novadex, Inc. has an
interest bearing loan with Dextran Products Limited, a subsidiary of the
Company, totalling $324,367.00 as of January 31, 1995.
The Company, through its subsidiary Dextran, has a royalty agreement
with Novadex, Inc. pursuant to which Dextran pays to Novadex, Inc. forty
cents ($0.40) for every litre of Iron Dextran produced (the "Royalty
Agreement"). Novadex's loan bears interest at the rate of 1% over Canadian
prime. During fiscal year ended January 31, 1996, interest charges on that
loan totaled $25,051. In lieu of Dextran making royalty payments to Novadex
pursuant to the Royalty Agreement during fiscal year ended January 31,
1996, Dextran reduced the principal amount owing from Novadex by the amount
of the royalties due to Novadex, or by $58,607.00. As a result, at January
31, 1996, Novadex had an amount outstanding to Dextran of $290,811.
From time to time, companies controlled by Thomas C. Usher make cash
advances to Polydex and to its subsidiaries to cover current operating
expenses. These advances are interest free to the Company. As of January
31, 1996, the Company owed $138,635.00 to Usher Insurance Company, a
company controlled by Thomas C. Usher. The Company also owed $286,785.00 to
Lincoln Underwriting, another company controlled by Thomas C. Usher.
LEGAL On May 23, 1996, FMMG, Inc. filed suit against Polydex
PROCEEDINGS Pharmaceuticals Limited in the United States District
Court for the Southern District of Florida seeking
specific performance of an alleged option agreement between FMMG and
Polydex, or in the alternative, unspecified money damages. Under the terms
of the alleged option agreement, Polydex granted an option for the purchase
of 160,000 shares of Novadex International, Inc. for an exercise price of
$4.00 per share.
In addition, on November 19, 1992, Dextran Products Limited (Dextran),
a subsidiary of the Company, was named as one of several defendants in a
suit filed by Joseph Valadares in the Ontario Court (General Division)
seeking $2,900,000.00 (Canadian) plus interest and costs. The lawsuit stems
from a 1989 broadcast of a documentary on the Canadian Broadcasting
Corporation in which Dextran and others allegedly falsely accused the
plaintiff of blocking Dextran's efforts to gain governmental approval for
Dextran tablets as a treatment for Acquired Immune Deficiency Syndrome
(AIDS).
8
<PAGE> 12
COMPARISON OF FIVE YEAR-CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR
POLYDEX PHARMACEUTICALS LTD
Prepared by the Center for Research in Security Prices
Produced on 07/05/96 including data to 01/31/96
<TABLE>
<CAPTION>
CRSP Total Returns Index for: 01/31/91 01/31/92 01/31/93 01/31/94 01/31/95 01/31/96
- - ---------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
POLYDEX PHARMACEUTICALS LTD 100.0 537.1 548.6 508.6 137.1 234.3
Nasdaq Stock Market (US & Foreign) 100.0 152.9 172.4 200.0 188.2 261.0
Nasdaq Pharmaceuticals Stocks 100.0 240.7 178.4 176.3 135.9 255.7
SIC 2830-2839 US & Foreign
<FN>
NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading day,
the preceding trading day is used.
D. The index level for all series was set to $100.0 on 01/31/91.
</TABLE>
9
<PAGE> 13
INDEPENDENT Historically, KPMG (formerly KPMG Peat Marwick Thorne)
ACCOUNTANT (the "Accountant") has been engaged as the principal
accountant to audit the Company's financial statements.
On March 7, 1996, the Company was advised by its Accountant that it would
decline to stand for re-election after the completion of the current audit for
the fiscal year ended January 31, 1996.
The Company is currently in the process of selecting a new independent
accountant to serve for fiscal year ended January 31, 1997. The Company has been
actively engaged in discussions with the accounting firms of Ernst & Young LLP
and Arthur Andersen LLP and expects its Board of Directors to appoint one of the
firms some time after the Annual Meeting. Accordingly, Members are being asked
to vote at the Annual Meeting to authorize the Board of Directors to engage
either Ernst & Young LLP or Arthur Andersen LLP and to fix their remuneration.
No report of the Accountant on the financial statements of the Company
for either of the past two fiscal years contained any adverse opinion or
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope, or accounting principles.
During the Company's past two fiscal years, or in the interim period
from February 1, 1996 (the start of the Company's most recent fiscal year)
through April 30, 1996 (the date of the report from the Accountant to the
Company for its audit of the Company's fiscal year ended January 31, 1996) there
were no reportable events as defined.
Representatives of KPMG are not expected to be present at the annual
meeting.
FINANCIAL The Consolidated balance sheet, consolidated income
STATEMENT statement and other financial statement together with
the notes thereto for the fiscal year ended January 31,
1996 are included in the Company's 1996 Annual Report which accompanies this
Proxy Statement.
ANNUAL The Annual Report of the Company on Form 10-K for the
REPORT fiscal year ended January 31, 1996, which includes
financial statements for the Company for fiscal year
then ended, is available without charge upon request to Secretary, Polydex
Pharmaceuticals Limited, 421 Comstock Road, Scarborough, Ontario, Canada M1L
2H5. Telephone requests may be directed to Sharon Wardlaw at (416) 755-2231.
1997 The deadline for Members to submit proposals to be
MEMBER considered for inclusion in the Proxy Statement for the
PROPOSALS 1997 Annual Meeting of Members is expected to be May 27,
1997. In the event, however, that the date of the 1997
Annual Meeting is changed by more than 30 calendar days from the date currently
contemplated, a proposal must be received by the Company a reasonable time
before the solicitation in connection with the meeting is made.
By Order of the
Board of Directors
SHARON WARDLAW
Secretary
August 26, 1996
10
<PAGE> 14
PROXY
POLYDEX PHARMACEUTICALS LIMITED
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned member hereby appoints Thomas C. Usher and George Usher
proxies, with power to act without the other and with power of substitution,
and hereby authorizes them to represent and vote, as designated on the other
side, all the shares of Polydex Pharmaceuticals Limited standing in the name of
the undersigned with all powers which the undersigned would possess if
present at the Annual General Meeting of Members of the Company to be held on
September 27, 1996 or any adjournment thereof. IF NO SPECIFICATION IS MADE, THE
PROXY WILL BE VOTED FOR THE ELECTION AS DIRECTORS OF THE NOMINEES LISTED ON THE
REVERSE SIDE AND TO AUTHORIZE THE BOARD OF DIRECTORS TO APPOINT THE NEW
INDEPENDENT ACCOUNTANTS. AS TO ANY OTHER MATTER OR IF ANY OF SAID NOMINEES IS
NOT AVAILABLE FOR ELECTION, THE PROXIES SHALL VOTE IN ACCORDANCE WITH THEIR
BEST JUDGEMENT.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
- - --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 15
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2. PLEASE MARK
YOUR VOTES AS
INDICATED IN /X/
THIS EXAMPLE
Item 1-ELECTION OF DIRECTORS Nominees: Natu Patel and Ruth Usher
FOR all WITHHOLD
nominees AUTHORITY
listed FOR ALL WITHHELD FOR: (Write that nominee's
name in the space provided below.)
/ / / /
----------------------------------------
Item 2-AUTHORIZE THE BOARD OF
DIRECTORS TO APPOINT
INDEPENDENT ACCOUNTANTS
FOR AGAINST ABSTAIN
/ / / / / /
Dated: , 1996
----------------------------
---------------------------------------
Signature(s)
---------------------------------------
Signature(s)
Please date, sign as name appears
hereon, and return promptly. Joint
owners should each sign. When signing
as corporate officer, partner, attorney,
executor, administrator, trustee or
guardian, please give full title.
Please note any changes in your address
alongside the address as it appears in
the proxy.
- - -------------------------------------------------------------------------------
FOLD AND DETACH HERE
