<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>
/X/ Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
Interferon Sciences, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 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
PRELIMINARY COPIES
INTERFERON SCIENCES, INC.
783 JERSEY AVENUE
NEW BRUNSWICK, NEW JERSEY 08901
----------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 14, 1995
TO THE STOCKHOLDERS:
A Special Meeting of Stockholders of Interferon Sciences, Inc. (the
"Company") will be held at the offices of National Patent Development
Corporation, 9 West 57th Street, Suite 4170, New York, New York on the 14th day
of August, 1995 at 10:00 A.M., Eastern Standard Daylight Savings Time, for the
following purposes:
1. To approve an amendment to the Company's Restated Certificate of
Incorporation to increase the total number of authorized shares of Common
Stock which the Company shall have authority to issue from 30,000,000 to
55,000,000 shares.
2. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only stockholders of record as of the close of business on August 2, 1995
are entitled to receive notice of and to vote at the meeting. A list of such
stockholders shall be open to the examination of any stockholder during ordinary
business hours, for a period of ten days prior to the meeting, at the place
where the meeting is to be held.
BY ORDER OF THE BOARD OF DIRECTORS
DONALD W. ANDERSON
Secretary
New Brunswick, New Jersey
August 4, 1995
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN, DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE.
<PAGE> 3
INTERFERON SCIENCES, INC.
783 JERSEY AVENUE
NEW BRUNSWICK, NEW JERSEY 08901
----------------
New Brunswick, New Jersey
August 4, 1995
PROXY STATEMENT
The accompanying Proxy is solicited by and on behalf of the Board of
Directors of Interferon Sciences, Inc., a Delaware corporation (the "Company"),
in connection with a Special Meeting of Stockholders to be held at the offices
of National Patent Development Corporation ("NPDC"), 9 West 57th Street, Suite
4170, New York, New York on the 14th day of August, 1995, at 10:00 A.M., Eastern
Standard Daylight Savings Time, and at any adjournments thereof. The approximate
date on which this Proxy Statement and the accompanying Proxy were first given
or sent to security holders was August 4, 1995.
Each Proxy executed and returned by a stockholder may be revoked at any
time thereafter, by written notice to that effect to the Company, attention of
the Secretary, prior to the Special Meeting, or to the Inspectors of Election,
at the Special Meeting, or by the execution and return of a later-dated Proxy,
except as to any matter voted upon prior to such revocation.
The Proxies in the accompanying form will be voted in accordance with the
specification made and, where no specification is given, such Proxies will be
voted FOR the amendment (the "Amendment") to the Company's Restated Certificate
of Incorporation to increase the total number of shares of common stock, par
value $.01 per share (the "Common Stock"), which the Company shall have
authority to issue. In the discretion of the proxy holders, the Proxies will
also be voted FOR or AGAINST such other matters as may properly come before the
meeting. The management of the Company is not aware that any other matter is to
be presented for action at the meeting. Approval of the Amendment will require
the affirmative vote of the majority of outstanding shares of Common Stock.
Accordingly, an abstention or a broker "non-vote" (which results when a broker
holding shares for a beneficial owner has not received timely voting
instructions on certain matters from such beneficial owner) will have the same
affect on the outcome of the vote as a negative vote with respect to the
approval of the Amendment.
VOTING SECURITIES
The Board of Directors has fixed the close of business on August 2, 1995 as
the record date for the determination of stockholders entitled to receive notice
of and to vote at the Special Meeting. The issued and outstanding stock of the
Company on August 2, 1995 consisted of 22,448,768 shares of Common Stock, each
entitled to one vote. A quorum of the stockholders is constituted by the
presence, in person or by proxy, of holders of record of Common Stock
representing a majority of the number of votes entitled to be cast. NPDC, which
beneficially owns 6,975,148 shares of the outstanding Common Stock (representing
approximately 31.1% of the votes entitled to be cast at the meeting), has
advised the Company that it currently intends to vote all of the shares of
Common Stock it beneficially owns FOR the Amendment.
<PAGE> 4
PRINCIPAL STOCKHOLDERS
The following table sets forth the number of shares of the Common Stock
beneficially owned as of August 2, 1995 by each person who is known by the
Company to own beneficially more than 5% of the Company's outstanding Common
Stock.
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS(1)
------------------- ------------------ -----------
<S> <C> <C>
National Patent Development Corporation.................... 6,975,148(2) 31.1%
Martin M. Pollak........................................... 7,467,648(2)(3) 32.6%
Jerome I. Feldman.......................................... 7,481,598(2)(4) 32.6%
David Blech................................................ 800,000(5) 3.6%
Nicholas L. Madonia, Trustee............................... 2,297,500(6)(7) 10.2%
Mordechai Jofen, Trustee................................... 157,500(8) 0.7%
Biotechnology Investment Group, L.L.C...................... 2,527,500(9) 11.3%
</TABLE>
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(1) The percentage of class calculation assumes for each beneficial owner that
all of the options or warrants are exercised in full only by the named
beneficial owner and that no other options or warrants are deemed to be
exercised by any other stockholders.
(2) Includes (i) 4,800,148 shares of Common Stock owned by NPDC, (ii) 1,359,375
shares of Common Stock owned by Five Star Group, Inc. ("FSGI"), and (iii)
815,625 shares of Common Stock owned by MXL Industries, Inc. ("MXL"). FSGI
and MXL each is a wholly-owned subsidiary of NPDC. Based upon the common
stock and Class B Stock of NPDC outstanding at July 12, 1995, Martin M.
Pollak and Jerome I. Feldman, officers and directors of NPDC, and directors
of the Company, controlled in the aggregate approximately 10.2% of the
voting power of all voting securities of NPDC. This percentage for Mr.
Pollak and Mr. Feldman would increase to approximately 45.8% if they
exercised all of the presently outstanding and currently exercisable stock
options to purchase shares of the common stock and Class B Stock of NPDC
held by them. Accordingly, Messrs. Pollak and Feldman, through their
ownership of NPDC common stock, may be deemed to beneficially own the shares
of Common Stock beneficially owned by NPDC, FSGI, and MXL. However, Messrs.
Pollak and Feldman disclaim beneficial ownership of such 6,975,148 shares.
All of the shares of Common Stock owned by NPDC, FSGI, and MXL have been
pledged to a bank as collateral to secure indebtedness owed to such bank.
The address of NPDC and Messrs. Pollak and Feldman is 9 West 57th Street,
Suite 4170, New York, New York 10019.
(3) Includes (i) 6,975,148 shares of Common Stock beneficially owned by NPDC,
(ii) 1,000 shares of Common Stock held by Mr. Pollak's wife, and (iii)
490,000 shares of Common Stock issuable upon exercise of currently
exercisable stock options held by Mr. Pollak. Mr. Pollak disclaims
beneficial ownership of the shares of Common Stock owned by NPDC and his
wife.
(4) Includes (i) 6,975,148 shares of Common Stock beneficially owned by NPDC,
(ii) 2,950 shares of Common Stock held by certain members of Mr. Feldman's
family, and (iii) 490,000 shares of Common Stock issuable upon exercise of
currently exercisable stock options held by Mr. Feldman. Mr. Feldman
disclaims beneficial ownership of the shares of Common Stock owned by NPDC
and his family.
(5) Excludes (i) 1,240,000 shares of Common Stock held by Freedom Charitable
Remainder Trust ("Freedom") of which David Blech is the income beneficiary
but not the trustee, (ii) 480,000 shares of
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<PAGE> 5
Common Stock held by Frontier Charitable Remainder Trust ("Frontier") of
which David Blech is the income beneficiary but not the trustee, (iii)
430,000 shares of Common Stock held by Sentinel Charitable Remainder Trust
("Sentinel") of which David Blech is the income beneficiary but not the
trustee, (iv) 147,500 shares of Common Stock held by the Blech Family Trust
("Blech Family Trust") of which David Blech is the income beneficiary but
not the trustee, and (v) 157,500 shares of Common Stock held by the Edward
A. Blech Charitable Remainder Trust ("Edward Blech Trust") of which David
Blech is the income beneficiary but not the trustee. Mr. Blech disclaims
beneficial ownership of the shares of Common Stock held by Freedom,
Frontier, Sentinel, Blech Family Trust, and Edward Blech Trust. Mr. Blech's
address is c/o D. Blech & Company, Incorporated, 599 Lexington Avenue, New
York, New York 10022.
(6) Based, in part, on a Schedule 13D filed by the beneficial owner with the
Securities and Exchange Commission.
(7) Includes 1,240,000 shares of Common Stock held by Freedom, 480,000 shares of
Common Stock held by Frontier, 430,000 shares of Common Stock held by
Sentinel, and 147,500 held by Blech Family Trust, of which trusts Mr. Blech
is the income beneficiary but not the trustee. As sole trustee of each of
the trusts, Mr. Madonia has the right to vote and dispose of the shares held
by such trusts. Mr. Blech disclaims beneficial ownership of such shares of
Common Stock. Mr. Madonia's address is c/o Madonia, Pilles & Co., P.A., 30
Outwater Lane, Garfield, New Jersey 07026.
(8) Includes 157,500 shares of Common Stock held by Edward Blech Trust. As sole
trustee of such trust, Mr. Jofen has the right to vote and dispose of the
shares held by such trust. Mr. Blech disclaims the beneficial ownership of
such shares of Common Stock. Mr. Jofen's address is 418 Avenue I, Brooklyn,
New York 11231.
(9) The members of Biotechnology Investment Group, L.L.C. ("BIG"), which is a
limited liability company, are: Collinson Howe Venture Partners, Inc.
(formerly known as Schroder Venture Advisers, Inc.) (Jeffrey J. Collinson is
its president and its sole director and majority owner); Mordechai Jofen,
418 Avenue I, Brooklyn, New York 11231, as trustee of the Edward Blech
Trust; and Wilmington Trust Company, 1100 N. Market Street, Wilmington,
Delaware 19890, as voting trustee. Such persons may have shared voting and
dispositive power over these shares. All of the shares of Common Stock owned
by BIG have been pledged to Citibank, N.A. as collateral to secure
indebtedness owed to such bank. The address of BIG is 1055 Washington Blvd.
Stamford, CT 06901.
3
<PAGE> 6
SECURITY OWNERSHIP OF DIRECTORS AND CERTAIN EXECUTIVE OFFICERS
The following table sets forth as of August 2, 1995 beneficial ownership of
shares of Common Stock of the Company by each director, each of certain
executive officers, and all directors and executive officers as a group.
<TABLE>
<CAPTION>
OF TOTAL NUMBER OF
TOTAL NUMBER OF PERCENT OF SHARES BENEFICIALLY OWNED,
SHARES BENEFICIALLY COMMON STOCK SHARES WHICH MAY BE
NAME OWNED OWNED ACQUIRED WITHIN 60 DAYS
---- ------------------- ------------ --------------------------
<S> <C> <C> <C>
Martin M. Pollak(1)........................ 7,467,648 32.6 490,000
Jerome I. Feldman(2)....................... 7,481,598 32.6 490,000
Samuel H. Ronel, Ph.D...................... 291,000 1.3 290,500
Stanley G. Schutzbank, Ph.D................ 291,000 1.3 290,500
Ogden R. Reid.............................. 9,100 * 9,000
Leon Botstein, Ph.D........................ 19,000 * 19,000
Roald Hoffmann, Ph.D....................... 4,000 * 4,000
Sheldon L. Glashow......................... 4,000 * 4,000
Douglas Testa(3)........................... 0 -- --
Ira Welsberg(3)............................ 0 -- --
Directors and Executive Officers as a Group
(14 persons)............................. 8,908,698 36.6 1,912,000
</TABLE>
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* The number of shares owned is less than one percent of the outstanding shares
of Common Stock.
(1) See footnotes (2) and (3) to Principal Stockholders table.
(2) See footnotes (2) and (4) to Principal Stockholders table.
(3) No longer an officer of the Company.
4
<PAGE> 7
PROPOSED AMENDMENT TO THE
RESTATED CERTIFICATE OF INCORPORATION
The Board of Directors has unanimously declared advisable and recommends
that the stockholders adopt the Amendment, which will increase the authorized
Common Stock from 30,000,000 shares to 55,000,000 shares. Of the 30,000,000
shares of Common Stock presently authorized, as of August 2, 1995, 22,448,768
shares are outstanding and shares are reserved for issuance.
The Company's Board of Directors has unanimously adopted the proposal to
amend the first sentence of Article Fourth of the Certificate of Incorporation
as follows:
"4. The total number of shares of all classes of stock
which the Corporation shall have authority to issue is sixty
million (60,000,000) shares; of which fifty five million
(55,000,000) shares are to be Common Stock of the par value of
$.01 per share (hereinafter called the "Common Stock"); and of
which five million (5,000,000) shares are to be Preferred Stock
of the par value of $.01 per share (hereinafter called the
"Preferred Stock"), to be issued in such series and with such
terms and conditions as the Board of Directors may determine."
If the Amendment is approved by the stockholders, the additional shares may
be issued from time to time upon authorization of the Board of Directors without
further authorization of the stockholders for such consideration as the Board of
Directors may determine and as may be permitted by the laws of Delaware. The
Amendment is not being proposed as a means of preventing a change in control or
takeover of the Company. However, the use of these shares for such a purpose is
possible. For instance, shares of authorized but unissued or unreserved Common
Stock could be issued in an effort to dilute the stock ownership and voting
power of persons seeking to obtain control of the Company or could be issued to
purchasers who would support the Board of Directors in opposing a takeover
proposal. Such possibilities may have the effect of discouraging a challenge for
control or making it less likely that such a challenge would take place. The
additional shares of Common Stock will be identical to the currently authorized
shares of Common Stock in all respects. Holders of Common Stock do not have
preemptive rights to purchase any capital stock of the Company.
REASONS FOR THE AMENDMENT
The Board of Directors believes that it would be in the best interests of
the Company to have additional shares of Common Stock available for issuance at
its discretion and without the necessity for further authorization of the
stockholders. The Board of Directors believes that the complexity of modern
business financing requires greater flexibility in the Company's capital
structure than now exists. The additional shares of Common Stock to be
authorized by the Amendment would be available for issuance from time to time
for any proper corporate purposes, including, as appropriate, public or private
sales for cash as a means of obtaining capital for use in the Company's
business.
On August 2, 1995, the Company filed a registration statement with the
Securities and Exchange Commission relating to a proposed "best efforts"
underwritten public offering (the "Proposed Offering") of a minimum of 6,500,000
and a maximum of 12,000,000 shares of Common Stock at an offering price of $1.20
per share. The Company anticipates that of the estimated net proceeds of
$6,633,200 if the minimum number of shares are sold, it will use approximately
$3,000,000 for research, product development, and clinical trials of the
Company's products, approximately $1,600,000 to repay indebtedness to certain
principal stockholders, and the balance for working capital and general
corporate purposes. The Company anticipates that of the estimated net proceeds
of $12,542,000 if the maximum number of shares are sold, it will use
approximately $7,000,000 for research, product development, and clinical trials
of the Company's products, approximately $1,600,000 to repay indebtedness to
certain principal stockholders, and the balance for working capital and general
corporate purposes. The indebtedness to be repaid bears interest at prime plus
2% and matures on the
5
<PAGE> 8
earlier of (i) the first date that the Company receives gross proceeds of at
least $7,500,000 from a public offering of Common Stock and (ii) November 2,
1995. Such indebtedness was incurred in May and July 1995 and the proceeds of
such indebtedness were used for working capital. The Company may incur
additional indebtedness prior to the consummation of the Proposed Offering to
provide working capital, and such additional indebtedness may also be repaid out
of the net proceeds of the Proposed Offering. There can be no assurance,
however, that the Proposed Offering will take place on the terms set forth above
or at all.
On June 8, 1994, the stockholders of the Company approved an amendment to
the Company's Restated Certificate of Incorporation to increase the total number
of shares of Common Stock which the Company would have authority to issue from
30,000,000 to 40,000,000 shares. However, it has come to the attention of the
Company that, for technical reasons, such approval may not have been effective
under the laws of the State of Delaware, where the Company is incorporated.
Therefore, the Company is requesting that the stockholders approve the Amendment
to increase the authorized number of shares of Common Stock to 55,000,000 shares
from 30,000,000 shares, rather than from 40,000,000 shares. If the Amendment is
not approved, the Company will not have a sufficient number of authorized shares
to consummate the Proposed Offering.
STOCKHOLDER PROPOSALS
Stockholders may present proposals for inclusion in the proxy statement for
the 1996 Annual Meeting of Stockholders provided they are received by the
Company no later than January 13, 1996 and are otherwise in compliance with
applicable Securities and Exchange Commission regulations.
GENERAL
So far as is now known, there is no business other than that described
above to be presented for action by the stockholders at the meeting, but it is
intended that the proxies will be voted upon any other matters and proposals
that may legally come before the meeting and any adjournments thereof in
accordance with the discretion of the persons named therein.
COST OF SOLICITATION
The cost of solicitation of proxies will be borne by the Company. It is
expected that the solicitations will be made primarily by mail, but regular
employees or representatives of the Company may also solicit proxies by
telephone or telegraph and in person, and arrange for brokerage houses and other
custodians, nominees, and fiduciaries to send proxy material to their principals
at the expense of the Company.
DONALD W. ANDERSON
Secretary
6
<PAGE> 9
PRELIMINARY COPIES
INTERFERON SCIENCES, INC.
COMMON STOCK PROXY
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 14, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Revoking any such prior appointment, the undersigned, a stockholder of
Interferon Sciences, Inc., hereby appoints Jerome I. Feldman and Martin M.
Pollak, and each of them, attorneys and agents of the undersigned, with full
power of substitution, to vote all shares of the Common Stock of the undersigned
in said Company at the Special Meeting of Stockholders of said Company to be
held at National Patent Development Corporation, 9 West 57th Street, Suite 4170,
New York, New York on August 14, 1995, at 10:00 A.M. Eastern Standard Daylight
Savings Time and at any adjournments thereof, as fully and effectually as the
undersigned could do if personally present and voting, hereby approving,
ratifying, and confirming all that said attorneys and agents or their
substitutes may lawfully do in place of the undersigned as indicated below.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS
INDICATED, THIS PROXY WILL BE VOTED FOR PROPOSAL (1).
7
<PAGE> 10
1. Proposal to approve an amendment to the Company's Restated Certificate of
Incorporation to increase the total number of authorized shares of Common
Stock to 55,000,000 shares.
/ / FOR / / AGAINST / / ABSTAIN
2. Upon any other matters which may properly come before the meeting or any
adjournments thereof.
Please sign exactly as name appears below.
Dated , 1995
--------------------------------------
Signature
--------------------------------------
Signature if held jointly
--------------------------------------
When shares are held by joint tenants
both should sign. When signing as
attorney, as executor, 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.
Please mark, sign, date, and return the proxy card promptly using the enclosed
envelope.
8
