SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/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 ss.240.14a-11(c) or ss.240.14a-12
ALPHA 1 BIOMEDICALS, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
[ALPHA 1 LETTERHEAD]
November 1, 2000
Dear Fellow Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Alpha 1 Biomedicals, Inc., to be held at 10:00 a.m., local time, on Friday,
December 15, 2000, at the Hyatt Regency Bethesda, located at 7400 Wisconsin
Avenue, Bethesda, Maryland 20814.
An important aspect of the annual meeting process is the stockholder vote
on corporate business items. I urge you to exercise your rights as a stockholder
to vote and participate in this process. Stockholders are being asked to
consider and vote upon (i) the election of three directors of the Company; (ii)
a proposed amendment to the Company's certificate of incorporation to change the
Company's name from "Alpha 1 Biomedicals, Inc." to "RegeneRx Biopharmaceuticals,
Inc."; (iii) a proposed amendment to the Company's certificate of incorporation
to increase the number of shares of common stock authorized for issuance from
20,000,000 to 100,000,000; (iv) approval of the Company's 2000 Stock Option and
Incentive Plan; and (v) the ratification of the appointment of Reznick Fedder &
Silverman, P.C. as the Company's independent auditors.
I encourage you to attend the meeting in person. Whether or not you plan to
attend, however, please read the enclosed proxy statement and vote your shares
as promptly as possible. This will save the Company additional expense in
soliciting proxies and will ensure that your shares are represented at the
meeting.
Your Board of Directors and management are committed to the success of the
Company and the enhancement of the value of your investment. As your Chairman
and President, I want to express my appreciation for your confidence and
support.
Very truly yours,
Allan L. Goldstein
Chairman, President and Chief
Executive Officer
<PAGE>
ALPHA 1 BIOMEDICALS, INC.
3 Bethesda Metro Center, Suite 700
Bethesda, Maryland 20814
(301) 961-1992
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 15, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Alpha 1
Biomedicals, Inc. will be held as follows:
<TABLE>
<CAPTION>
<S> <C>
TIME................................. 10:00 a.m. local time
DATE................................. Friday, December 15, 2000
PLACE................................ Hyatt Regency Bethesda, 7400 Wisconsin Avenue, Bethesda,
Maryland 20814
ITEMS OF BUSINESS.................... (1) To elect three directors, each for a term expiring at next year's
annual meeting of stockholders.
(2) To approve a proposed amendment to the Company's certificate of
incorporation to change the Company's name from "Alpha 1
Biomedicals, Inc." to "RegeneRx Biopharmaceuticals, Inc."
(3) To approve a proposed amendment to the Company's certificate of
incorporation to increase the number of shares of common stock
authorized for issuance from 20,000,000 to 100,000,000.
(4) To approve the Company's 2000 Stock Option and Incentive Plan.
(5) To ratify the appointment of Reznick Fedder & Silverman, P.C. as
the Company's independent auditors for the fiscal year ending
December 31, 2000.
(6) To transact any other business that may properly come before the
meeting and any adjournment or postponement of the meeting.
RECORD DATE.......................... Holders of record of the Company's common stock at the close of
business on October 23, 2000 will be entitled to vote at the meeting
or any adjournment of the meeting.
ANNUAL REPORT........................ The Company's Annual Report to Stockholders is enclosed.
PROXY VOTING......................... It is important that your shares be represented and voted at the
meeting. You can vote your shares by returning the enclosed proxy
card in the enclosed envelope. Regardless of the number of
shares you own, your vote is very important. Please act today.
</TABLE>
BY ORDER OF THE BOARD OF DIRECTORS
ALLAN L. GOLDSTEIN
Chairman of the Board
Bethesda, Maryland
November 1, 2000
<PAGE>
ALPHA 1 BIOMEDICALS, INC.
3 Bethesda Metro Center, Suite 700
Bethesda, Maryland 20814
(301) 961-1992
--------------------------------------------
PROXY STATEMENT
--------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 15, 2000
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
<S> <C>
INTRODUCTION.................................................................................1
INFORMATION ABOUT THE ANNUAL MEETING.........................................................1
What is the purpose of the annual meeting?..........................................1
Who is entitled to vote?............................................................2
What if my shares are held in "street name" by a broker?............................2
How many shares must be present to hold the meeting?................................2
What if a quorum is not present at the meeting?.....................................2
How do I vote?......................................................................2
Can I change my vote after I submit my proxy?.......................................3
How does the Board of Directors recommend I vote on the proposals?..................3
What if I do not specify how my shares are to be voted?.............................3
Will any other business be conducted at the annual meeting?.........................3
How many votes are required to elect the director nominees?.........................3
What happens if a nominee is unable to stand for election?..........................4
How many votes are required to approve the other proposals?.........................4
How will abstentions be treated?....................................................4
How will broker non-votes be treated?...............................................4
STOCK OWNERSHIP..............................................................................4
Stock Ownership of Significant Stockholders, Directors and Executive Officers.......4
Section 16(a) Beneficial Ownership Reporting Compliance.............................6
PROPOSAL 1 - ELECTION OF DIRECTORS...........................................................6
Board of Directors' Meetings and Committees.........................................7
Directors' Compensation.............................................................7
Summary Compensation Table..........................................................8
Certain Transactions................................................................9
PROPOSAL 2 - AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO CHANGE THE COMPANY'S NAME........................................................10
PROPOSAL 3 - AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK...................................10
PROPOSAL 4 - APPROVAL OF THE 2000 STOCK OPTION AND INCENTIVE PLAN............................12
i
<PAGE>
PROPOSAL 5 - RATIFICATION OF APPOINTMENT OF AUDITORS........................................15
OTHER MATTERS...............................................................................16
ADDITIONAL INFORMATION......................................................................16
Proxy Solicitation Costs...........................................................16
Stockholder Proposals for 2001 Annual Meeting......................................16
</TABLE>
ii
<PAGE>
ALPHA 1 BIOMEDICALS, INC.
3 Bethesda Metro Center, Suite 700
Bethesda, Maryland 20814
(301) 564-4400
--------------------------------------------
PROXY STATEMENT
--------------------------------------------
INTRODUCTION
The Board of Directors of Alpha 1 Biomedicals, Inc. (the "Company") is
using this proxy statement to solicit proxies from the holders of the Company's
common stock for use at the Company's upcoming Annual Meeting of Stockholders.
The annual meeting will be held on December 15, 2000 at 10:00 a.m., local time,
at the Hyatt Regency Bethesda, located at 7400 Wisconsin Avenue, Bethesda,
Maryland 20814. At the annual meeting, stockholders will be asked to vote on
five proposals: (1) the election of three directors of the Company, each to
serve for a term expiring at next year's annual meeting of stockholders; (2) the
approval of a proposed amendment to the Company's certificate of incorporation
to change the Company's name from "Alpha 1 Biomedicals, Inc." to "RegeneRx
Biopharmaceuticals, Inc."; (3) the approval of a proposed amendment to the
Company's certificate of incorporation to increase the number of shares of
common stock authorized for issuance from 20,000,000 to 100,000,000; (4) the
approval of the Company's 2000 Stock Option and Incentive Plan; and (5) the
ratification of the appointment of Reznick Fedder & Silverman, P.C. as the
Company's independent auditors for the fiscal year ending December 31, 2000.
These proposals are described in more detail below. Stockholders also will
consider any other matters that may properly come before the annual meeting,
although the Board of Directors knows of no other business to be presented.
By submitting your proxy, you authorize the Company's Board of Directors to
represent you and vote your shares at the annual meeting in accordance with your
instructions. The Board also may vote your shares to adjourn the annual meeting
from time to time and will be authorized to vote your shares at any adjournments
or postponements of the annual meeting.
The Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1999, which includes the Company's annual financial statements, is
enclosed. Although the Annual Report is being mailed to stockholders with this
proxy statement, it does not constitute a part of the proxy solicitation
materials and is not incorporated into this proxy statement by reference.
This proxy statement and the accompanying materials are being mailed to
stockholders on or about November 1, 2000.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING, PLEASE VOTE PROMPTLY.
INFORMATION ABOUT THE ANNUAL MEETING
WHAT IS THE PURPOSE OF THE ANNUAL MEETING?
At the annual meeting, stockholders will be asked to vote on the following
proposals:
Proposal 1. Election of three directors of the Company, each for a term
expiring at next year's annual meeting of stockholders;
Proposal 2. Approval of a proposed amendment to the Company's
certificate of incorporation to change the Company's name
from "Alpha 1 Biomedicals, Inc." to "RegeneRx
Biopharmaceuticals, Inc.;"
<PAGE>
Proposal 3. Approval of a proposed amendment to the Company's
certificate of incorporation to increase the number of
shares of common stock authorized for issuance from
20,000,000 to 100,000,000;
Proposal 4. Approval of the Company's 2000 Stock Option and Incentive
Plan; and
Proposal 5. Ratification of the appointment of Reznick Fedder &
Silverman, P.C. as the Company's independent auditors for
the fiscal year ending December 31, 2000.
Stockholders also will act on any other business that may properly come before
the annual meeting. Members of our management team will be present at the
meeting to respond to your questions.
WHO IS ENTITLED TO VOTE?
The record date for the meeting is October 23, 2000. Only stockholders of
record at the close of business on that date are entitled to notice of and to
vote at the annual meeting. The only class of stock entitled to be voted at the
annual meeting is the Company's common stock. Each outstanding share of common
stock is entitled to one vote for all matters before the annual meeting. At the
close of business on the record date, there were 19,477,429 shares of common
stock outstanding.
WHAT IF MY SHARES ARE HELD IN "STREET NAME" BY A BROKER?
If your shares are held in "street name" by a broker, your broker is
required to vote your shares in accordance with your instructions. If you do not
give instructions to your broker, your broker will nevertheless be entitled to
vote your shares with respect to "discretionary" items, but will not be
permitted to vote your shares with respect to "non-discretionary" items. In the
case of non-discretionary items, your shares will be treated as "broker
non-votes." Proposal 4 is expected to be considered a "non-discretionary" item.
All other proposals are expected to be considered "discretionary items."
HOW MANY SHARES MUST BE PRESENT TO HOLD THE ANNUAL MEETING?
A quorum must be present at the annual meeting for any business to be
conducted. The presence at the annual meeting, in person or by proxy, of the
holders of a majority of the shares of common stock outstanding on the record
date will constitute a quorum. Proxies received but marked as abstentions or
broker non-votes will be included in the calculation of the number of shares
considered to be present at the annual meeting.
WHAT IF A QUORUM IS NOT PRESENT AT THE ANNUAL MEETING?
If a quorum is not present at the scheduled time of the annual meeting, the
stockholders who are represented may adjourn the annual meeting until a quorum
is present. The time and place of the adjourned meeting will be announced at the
time the adjournment is taken. An adjournment will have no effect on the
business that may be conducted at the annual meeting.
HOW DO I VOTE?
1. YOU MAY VOTE BY PROXY. If you properly complete and sign the
accompanying proxy card and return it in the enclosed envelope, it will be voted
in accordance with your instructions. If your shares are held in "street name"
with a bank, broker or some other third party, you also may be able to submit
your proxy vote by telephone or via the internet. Check your proxy card to see
if voting by telephone and/or the internet is available to you.
2. YOU MAY VOTE IN PERSON AT THE ANNUAL MEETING. If you plan to attend the
annual meeting and wish to vote in person, we will give you a ballot at the
annual meeting. Note, however, that if your shares are held in "street name"
with a bank, broker or some other third party, you will need to obtain a proxy
from the record holder of your shares indicating that you were the beneficial
owner of those shares on October 23, 2000, the record date for voting at
2
<PAGE>
the annual meeting. You are encouraged to vote by proxy prior to the annual
meeting even if you plan to attend the annual meeting.
CAN I CHANGE MY VOTE AFTER I SUBMIT MY PROXY?
Yes, you may revoke your proxy and change your vote at any time before the
polls close at the annual meeting by:
o submitting another proxy with a later date;
o giving written notice of the revocation of your proxy to the Company's
Secretary prior to the annual meeting; or
o voting in person at the annual meeting. Your proxy will not be
automatically revoked by your mere attendance at the annual meeting;
you must actually vote at the annual meeting to revoke a prior proxy.
HOW DOES THE BOARD OF DIRECTORS RECOMMEND I VOTE ON THE PROPOSALS?
Your Board recommends that you vote:
o FOR election of the three nominees named in this proxy statement to
the Board of Directors;
o FOR approval of the proposed amendment to the Company's certificate of
incorporation to change the Company's name from "Alpha 1 Biomedicals,
Inc." to "RegeneRx Biopharmaceuticals, Inc.";
o FOR approval of the proposed amendment to the Company's certificate of
incorporation to increase the number of shares of common stock
authorized for issuance from 20,000,000 to 100,000,000;
o FOR approval of the Company's 2000 Stock Option and Incentive Plan;
and
o FOR ratification of the appointment of Reznick Fedder & Silverman,
P.C. as the Company's independent auditors for the fiscal year ending
December 31, 2000.
WHAT IF I DO NOT SPECIFY HOW MY SHARES ARE TO BE VOTED?
If you submit an executed proxy but do not indicate any voting
instructions, your shares will be voted:
o FOR election of the three nominees named in this proxy statement to
the Board of Directors; and
o FOR each of the other proposals.
WILL ANY OTHER BUSINESS BE CONDUCTED AT THE ANNUAL MEETING?
The Board of Directors knows of no other business that will be presented at
the annual meeting. If, however, any other proposal properly comes before the
stockholders for a vote at the annual meeting, the Board of Directors, as holder
of your proxy, will vote your shares in accordance with its best judgment.
HOW MANY VOTES ARE REQUIRED TO ELECT THE DIRECTOR NOMINEES?
The affirmative vote of a plurality of the votes cast at the annual meeting
by the holders of shares present in person or by proxy at the annual meeting and
entitled to vote is required to elect the three nominees named in this proxy
statement as directors. This means that the three nominees will be elected if
they receive more affirmative votes than any other persons nominated for
election. No persons have been nominated for election other than the three
nominees named in this proxy statement. If you vote "Withheld" with respect to
the election of one or more nominees, your shares will not be voted with respect
to the person or persons indicated, although such shares will be counted for
purposes of determining whether there is a quorum.
WHAT HAPPENS IF A NOMINEE IS UNABLE TO STAND FOR ELECTION?
If a nominee is unable to stand for election, the Board of Directors may
either reduce the number of directors to be elected (if the Board first amends
the Company's Bylaws to permit the reduction) or select a substitute nominee.
3
<PAGE>
If a substitute nominee is selected, the Board of Directors, as holder of your
proxy, will vote your shares for the substitute nominee unless you have withheld
authority to vote for the nominee replaced.
HOW MANY VOTES ARE REQUIRED TO APPROVE THE OTHER PROPOSALS?
The proposals to amend the Company's certificate of incorporation to change
the Company's name and to increase the number of shares of common stock
authorized for issuance must each be approved by the affirmative vote of a
majority of the outstanding shares of common stock. Approval of the 2000 Stock
Option and Incentive Plan and the ratification of the appointment of auditors
each require the affirmative vote of a majority of the votes cast by the holders
of shares present at the annual meeting in person or by proxy and entitled to
vote on the matter. Approval of the 2000 Stock Option and Incentive Plan is
conditioned upon approval of the proposal to increase the number of authorized
shares. Therefore, if the proposal to increase the number of authorized shares
is not approved, then the proposal to approve the 2000 Stock Option and
Incentive Plan will be deemed not to have been approved. This is because the
remaining number of shares of common stock currently authorized for issuance is
not sufficient to allow for the grant of options under the 2000 Stock Option and
Incentive Plan.
HOW WILL ABSTENTIONS BE TREATED?
If you abstain from voting, your shares will still be included for purposes
of determining whether a quorum is present. Because directors will be elected by
a plurality of the votes cast by the holders of shares present in person or by
proxy at the annual meeting, abstaining is not offered as a voting option for
Proposal 1. If you abstain from voting on any other proposal, your shares will
be included in the number of shares voting on the proposal and, consequently,
your abstention will have the effect of a vote against the proposal.
HOW WILL BROKER NON-VOTES BE TREATED?
Shares treated as broker non-votes on one or more proposals will be
included for purposes of calculating the presence of a quorum but will not be
counted as votes cast or treated as shares entitled to vote. Consequently,
broker non-votes will have the effect of votes against Proposals 2 and 3 (name
change and authorized shares increase) and no effect on any of the other
proposals.
STOCK OWNERSHIP
STOCK OWNERSHIP OF SIGNIFICANT STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS
The following table shows, as of October 23, 2000, the beneficial ownership
of the Company's common stock by:
o any persons or entities known by management to beneficially own more
than five percent of the outstanding shares of Company common stock;
o each director of the Company; and
o all of the executive officers and directors of the Company as a group.
4
<PAGE>
The persons named in the following table have sole voting and dispositive
powers for all shares of common stock shown as beneficially owned by them,
subject to community property laws where applicable and except as indicated in
the footnotes to the table.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. Shares of common stock subject to
outstanding options, warrants or other rights to acquire held by a person that
are currently exercisable or exercisable within 60 days after October 23, 2000
are included in the number of shares beneficially owned by the person and deemed
outstanding shares for purposes of calculating the person's percentage
ownership. These shares are not, however, deemed outstanding for the purpose of
computing the percentage ownership of any other person. As of October 23, 2000,
there were 19,477,429 shares of Company common stock outstanding.
<TABLE>
<CAPTION>
Percent of
Beneficial Common Stock
Name of Beneficial Owner Ownership Outstanding
----------------------------------------------------------------- ----------------------- -------------------
<S> <C> <C>
Roger H. Samet 997,050(1) 5.04%
254 East 68th Street, #29B
New York, NY 10021
J. J. Finkelstein 1,875,000(2) 9.63
Richard J. Hindin 1,885,000(2) 9.68
Sidney J. Silver 1,875,000(2) 9.63
Allan L. Goldstein, Chairman, President and Chief 2,342,491(2)(3) 12.03
Executive Officer
Michael L. Berman, 89,450(4) 0.46
Former Chief Executive Officer
Joseph C. McNay, Director 792,000(5) 4.03
Albert Rosenfeld, Director, Secretary and Treasurer 25,100(6) 0.13
All executive officers and directors as a group (3 persons) 3,159,591(7) 16.06
----------
<FN>
(1) As reported by Mr. Samet on Amendment No. One to a Schedule 13D filed with
the SEC on February 24, 1999. Mr. Samet reported sole voting and
dispositive powers as to all shares listed. Included among the shares
listed are 292,050 shares which Mr. Samet has the right to acquire pursuant
to Class D warrants issued to him by the Company. Mr. Samet's address is
254 East 68th Street, #29B, New York, NY 10021.
(2) The address for Dr. Goldstein and Mr. Finkelstein is c/o Alpha 1
Biomedicals, Inc., 3 Bethesda Metro Center, Suite 700, Bethesda, Maryland
20814.The address for Mr. Silver is c/o Silver, Freedman & Taff, L.L.P.,
1100 New York Avenue, N.W., Washington, D.C. 20005. The address for Mr.
Hindin is 407 Chain Bridge Road, McLean, Virginia 22101.
(3) Consists of (i) 2,156,079 shares owned directly by Dr. Goldstein over which
he has sole voting and dispositive powers; and (ii) 93,206 shares held by
Dr. Goldstein's wife with respect to which Dr. Goldstein shares voting and
dispositive powers.
(4) Consists of (i) 68,000 shares directly owned by Dr. Berman over which he
has sole voting and dispositive powers; and (ii) 21,450 shares which Dr.
Berman has the right to acquire pursuant to the exercise of Class D
warrants. The address for Dr. Berman is c/o Alpha 1 Biomedicals, Inc., 3
Bethesda Metro Center, Suite 700, Bethesda, Maryland 20814.
(5) Consists of (i) 612,000 shares owned directly by Mr. McNay over which he
has sole voting and dispositive powers; (ii) 15,000 shares which Mr. McNay
has the right to acquire through the exercise of stock options that are
currently exercisable; and (iii) 165,000 shares which Mr. McNay has the
right to acquire pursuant to the exercise of Class D warrants. The address
for Mr. McNay is c/o Alpha 1 Biomedicals, Inc., 3 Bethesda Metro Center,
Suite 700, Bethesda, Maryland 20814.
5
<PAGE>
(6) Consists of (i) 10,100 shares owned directly by Mr. Rosenfeld over which he
has sole voting and dispositive powers; and (ii) 15,000 shares which Mr.
Rosenfeld has the right to acquire through the exercise of stock options
that are currently exercisable. The address for Mr. Rosenfeld is c/o Alpha
1 Biomedicals, Inc., 3 Bethesda Metro Center, Suite 700, Bethesda, Maryland
20814.
(7) Consists of (i) 2,871,385 shares owned directly by all directors and
executive officers of the Company as a group; (ii) 30,000 shares which all
directors and executive officers as a group have the right to acquire
through the exercise of stock options that are currently exercisable; (iii)
93,206 shares owned by family members of all directors and executive
officers as a group; and (iv) 165,000 shares which all directors and
executive officers as a group have the right to acquire pursuant to the
exercise of Class D warrants. Does not include shares held by Dr. Berman,
the Company's former Chief Executive Officer.
</FN>
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons who own more than
10% of the Company's common stock, to report to the SEC their initial ownership
of the Company's common stock and any subsequent changes in that ownership.
Specific due dates for these reports have been established by the SEC and the
Company is required to disclose in this proxy statement any late filings or
failures to file.
To the Company's knowledge, based solely on its 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 December 31, 1999, all
Section 16(a) filing requirements applicable to the Company's executive officers
and directors during 1999 were met except for the inadvertent failure to report
on Form 5 one transaction by Dr. Goldstein.
PROPOSAL 1 - ELECTION OF DIRECTORS
The Company's Board of Directors consists of three directors. Directors are
elected annually to serve one-year terms.
The three individuals listed below each have been nominated for election as
a director at the annual meeting, to hold office until the next annual meeting
of stockholders and until his successor is elected and qualified. Each nominee
has consented to being named in this proxy statement and has agreed to serve if
elected. If a nominee is unable to stand for election, the Board of Directors
may either reduce the number of directors to be elected (if it first amends the
Company's Bylaws to permit the reduction) or select a substitute nominee. If a
substitute nominee is selected, the Board of Directors, as holder of your proxy,
will vote your shares for the substitute nominee, unless you have withheld
authority to vote for the nominee replaced.
The affirmative vote of a plurality of the votes cast at the annual meeting
by the holders of shares present in person or by proxy at the annual meeting is
required to elect the nominees named below as directors. YOUR BOARD OF DIRECTORS
RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES.
The following table sets forth, with respect to each nominee, his name and
age, the year in which he first became a director of the Company, and his
principal occupation and business experience during the past five years.
<TABLE>
<CAPTION>
Nominee, Year First Principal Occupation and
Became Director of Company Age Business Experience
-------------------------------- ------ ------------------------------------------------------------------------
<S> <C> <C>
Allan Goldstein, 1982 62 Chairman of the Board of the Company since 1982; Chief Executive
Officer of the Company from 1982 to 1986, and 1999 to present; Chief
Scientific Advisor of the Company from 1982 to present; Professor
and Chairman of Department of Biochemistry and Molecular Biology
at The George Washington University School of Medicine and Health
Sciences from 1978 to present.
Joseph C. McNay, 1987 66 Chairman and Director of Essex Investment Management Company,
Inc., a registered investment advisor, from 1976 to present; Director of
Softech, Inc. and MPSI System, Inc.
</TABLE>
6
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<TABLE>
<CAPTION>
Nominee, Year First Principal Occupation and
Became Director of Company Age Business Experience
-------------------------------- ------ ------------------------------------------------------------------------
<S> <C> <C>
Albert Rosenfeld, 1982 79 Secretary - Treasurer of the Company from 1999 to present;
Consultant on Future Programs for March of Dimes Birth Defect
Foundation from 1973 to present; Adjunct Professor, Department of
Human Biological Chemistry and Genetics at University of Texas
Medical Branch, from 1974 to 1998; frequent author and lecturer on
scientific matters.
</TABLE>
BOARD OF DIRECTORS' MEETINGS AND COMMITTEES
The Company's Board of Directors met once in fiscal 1999. Each director
attended this meeting. During fiscal 1999, no director of the Company attended
fewer than 75% of the aggregate of the total number of Board meetings and the
total number of meetings held by the committees of the Board of Directors on
which he served. The Board of Directors of the Company has standing Audit,
Compensation and Stock Option committees.
The Audit Committee seeks to ensure that appropriate audits of the Company
are conducted. In carrying out this responsibility, the Audit Committee meets
regularly with management and representatives of the Company's independent
auditors and reviews the scope of internal and external audit activities and the
results of the annual audit. The independent auditors have direct access to the
Audit Committee to discuss the results of their examination, the adequacy of the
internal accounting controls and the integrity of financial reporting. The
members of the Audit Committee are Directors McNay and Rosenfeld.. The Audit
Committee did not meet during fiscal 1999.
The Compensation Committee is responsible for the determination of
compensation paid to executive officers. The members of the Compensation
Committee are Directors McNay and Rosenfeld. The Compensation Committee did not
meet in fiscal 1999.
The Stock Option Committee is responsible for administering the Company's
stock option plans and in this capacity approves stock option grants. Each
director is a member of the Stock Option Committee. The Stock Option Committee
did not meet in fiscal 1999.
The entire Board of Directors of the Company acts as the Nominating
Committee for selecting nominees for election to the Board. The Nominating
Committee generally meets once per year to make nominations. While the
Nominating Committee will consider nominees recommended by stockholders, the
Nominating Committee has not actively solicited such nominations. Pursuant to
the Company's bylaws, nominations for election as directors by stockholders at
an annual meeting must be made in writing and delivered to the Company's
Secretary not less than 14 days nor more than 120 days prior to the date of the
meeting. If, however, notice of the meeting is given to stockholders less than
21 days prior to the meeting, the nominations must be received by the close of
business on the seventh day following the day on which notice of the meeting was
mailed to stockholders.
DIRECTORS' COMPENSATION
Prior to the Company's suspension of operations in 1998, non-employee
directors (Directors McNay and Rosenfeld) were each paid an annual fee of $5,000
and a fee of $1,250 for each meeting attended in person, and were reimbursed for
expenses incurred in attending Board meetings. Upon the suspension of
operations, the Company discontinued paying director fees. It is uncertain when
the Company will reinstitute the payment of director fees. Each of Directors
McNay and Rosenfeld are owed director fees earned prior to the suspension of
operations amounting to $13,916. It is uncertain when these amounts will be paid
and whether these amounts will be paid with interest.
7
<PAGE>
SUMMARY COMPENSATION TABLE
The following table summarizes for the years indicated the compensation
paid by the Company to each person who served as the Company's Chief Executive
Officer during 1999. No other executive officer of the Company earned a salary
and bonus for 1999 in excess of $100,000.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation Awards
--------------------------------------------- -----------------------
Other Restricted
Annual Stock All Other
Fiscal Compensation Award Options Compen-
Name and Principal Position Year Salary Bonus ($)(2) ($) (#) sation
--------------------------- ---- ---------- ----- ------------ ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Allan L. Goldstein, President and 1999 --- --- --- --- 1,875,000 ---
Chief Executive Officer(1) 1998 --- --- --- --- --- ---
1997 --- --- --- --- 455,121 ---
Michael L. Berman 1999 $ 22,816 --- --- --- --- ---
Former Chief Executive Officer 1998 104,617 --- --- --- --- ---
1997 149,820 --- --- --- 682,682 $2,960
-----------------
<FN>
(1) Dr. Goldstein was appointed Chief Executive Officer upon the resignation of
Dr. Berman in July 1999.
(2) Neither Dr. Goldstein nor Dr. Berman received personal benefits or
perquisites which exceeded the lesser of $50,000 or 10% of his salary and
bonus.
</FN>
</TABLE>
The following table sets forth certain information concerning grants of
stock options to Drs. Goldstein and Berman during fiscal 1999.
<TABLE>
<CAPTION>
===============================================================================================
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
-------------------------------------------------------------------
Number of % of Total
Shares Options
Underlying Granted to Per Share
Options Employees in Exercise Expiration
Granted Fiscal Year Price Date
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Allan L. Goldstein 1,875,000 100% $0.04 08/15/09
Michael L. Berman --- --- --- ---
===============================================================================================
</TABLE>
8
<PAGE>
The following table provides information as to the value of the stock
options held by Drs. Goldstein and Berman as of December 31, 1999 and the values
realized by them upon the exercise of stock options during fiscal 1999.
<TABLE>
<CAPTION>
===================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION VALUES
-------------------------------------------------------------------------------------------------------------------
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#) FY-End ($)
---------------------------- ------------------------------
Shares
Name Acquired Value
on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
(#) ($) (#) (#) ($) ($)
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Allan L. Goldstein --- $--- 1,875,000 --- $---(1) $---
Michael L. Berman --- --- --- --- --- ---
===================================================================================================================
<FN>
(1) An option is in-the-money if the exercise price of the option is less than
the market value of the stock underlying the option. None of Dr. Goldstein's
options were in-the-money as of December 31, 1999.
</FN>
</TABLE>
CERTAIN TRANSACTIONS
LOAN TO DR. GOLDSTEIN. In May 1994, the Company extended a loan in the
amount of $149,000 to Dr. Goldstein for the purpose of enabling Dr. Goldstein to
meet a margin call on a brokerage account collateralized by Company common stock
at a time when the Board of Directors concluded that it would be contrary to the
best interests of the Company for Dr. Goldstein to sell the shares. The loan was
unsecured and had an interest rate equal to the prime rate, with all principal
and interest due on the December 31, 1994 maturity date. The loan was repaid on
January 1, 1995, in part with the proceeds of a second loan to Dr. Goldstein
from the Company in the amount of $115,617 that was unsecured. The second loan
has an interest rate of 11.5% and was to be repaid in 36 equal monthly
installments.
In February 1996, the terms of the second loan were amended to provide for
the suspension of installment payments for 12 months, but with interest
continuing to accrue. In March 1997 and December 1997, the terms of the loan
were further amended to suspend installment payments an additional nine and
twelve months, respectively, with interest continuing to accrue. The Company
suspended operations in 1998 and principal and interest payments by Dr.
Goldstein ceased during and subsequent to the suspension of operations. As of
December 31, 1999, the balance owed by Dr. Goldstein was $69,674. In July 2000,
the Company agreed to waive all prior and subsequent interest during and after
suspension of the Company's operations and approved a payment plan for the
$69,674 owed by Dr. Goldstein to the Company in 36 equal monthly installments of
$1,935.38. In August 2000, the Company agreed to pay Dr. Goldstein a consulting
fee of $5,000 per month, $3,000 of which is paid in cash and the remaining
$2,000 of which is retained by the Company and applied toward repayment of the
loan.
CONSULTING AGREEMENT. On August 16, 1999, the Company entered into an
agreement with Dr. Goldstein, J.J. Finkelstein, Richard J. Hindin and Sidney J.
Silver to serve as financial and business consultants to the Company and manage
the Company's affairs on a short-term basis. This agreement was executed
following suspension of the Company's operating activities due to insufficient
funds. The agreement calls for the consultants to prepare a business plan
specifying a proposed business strategy for the Company and evaluate financing
and recapitalization proposals. The agreement also calls for the consultants to,
among other things: work with the Company's creditors to eliminate or
restructure its debts; work with governmental agencies to ensure regulatory
compliance and allow continuation of the
9
<PAGE>
Company's business; recruit necessary management for the Company; and negotiate
with companies interested in licensing or other business and financial
relationships with the Company.
In consideration for services provided to the Company, each of the
consultants was granted an option to purchase 1,875,000 shares of Company common
stock at an exercise price of $.04 per share. In February 2000, each consultant
exercised his option in full. The Company accepted from each consultant as
payment of the $75,000 exercise price a note payable to the Company in the
amount of $75,000, accruing interest at 6.09% per annum and payable quarterly
for 36 months. The notes are secured by the shares of Company common stock
issued upon exercise of the options. Mr. Finkelstein, who is responsible for
performing the day-to-day functions of the Company, also receives a monthly fee
of $8,000. In addition, as noted above, Dr. Goldstein is paid a consulting fee
of $5,000 per month.
PROPOSAL 2 - AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO CHANGE THE COMPANY'S NAME
The corporate name of the Company is currently "Alpha 1 Biomedicals, Inc."
This name reflects what had been the Company's primary business focus for most
of its history, namely, the commercialization of Thymosin alpha 1, a 28 amino
acid peptide shown to regulate the immune system in animal models. The Company
recently significantly reduced its commercial development efforts in this area
by selling all rights and interests it had in Thymosin alpha 1 in a series of
transactions. The Company's current primary business focus is the
commercialization of Thymosin beta 4, a 43 amino acid peptide. The Company is
concentrating its efforts on the use of Thymosin beta 4 for the treatment of
non-healing wounds and similar medical problems through more rapid repair and
the regeneration of tissue. To better reflect the Company's current primary
business focus, the Board of Directors recommends to the stockholders for their
approval at the annual meeting an amendment to the Company's certificate of
incorporation to change the Company's name from "Alpha 1 Biomedicals, Inc." to
"RegeneRx Biopharmaceuticals, Inc."
If the amendment is adopted, the first section of the Company's certificate
of incorporation would be amended to read as follows:
"1. NAME. The name of the corporation is RegeneRx Biopharmaceuticals, Inc."
VOTE REQUIRED FOR APPROVAL
The affirmative vote of the holders of a majority of the outstanding shares
of Company common stock is required for approval of the proposed amendment to
change the Company's name.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
PROPOSAL 3 - AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK
On August 10, 2000, the Board of Directors approved a proposed amendment to
the Company's certificate of incorporation to increase the number of authorized
shares of common stock of the Company from 20,000,000 to 100,000,000.
Stockholders are being asked to approve this proposed amendment at the annual
meeting.
The Company's certificate of incorporation currently authorizes the
issuance of an aggregate of 20,000,000 shares of common stock and 1,000,000
shares of preferred stock. As of October 23, 2000, 19,477,429 shares of the
common stock were issued and outstanding, leaving only 522,571shares available
for issuance. This is an insufficient number of shares to cover the shares
underlying the outstanding warrants to purchase the Company's common stock (of
which there are 1,326,666, with exercise prices ranging from $.10 to $.13 per
share). If the amendment is not approved, each of the four consultants has
agreed to permit the Company to repurchase from them shares at a price of $.04
per share (the exercise price of the options granted to the consultants pursuant
to the consulting agreement and exercised by them in February 2000), on a pro
rata basis, sufficient in number to allow for the exercise of any warrants
sought to be exercised. In addition, if the amendment is not approved, the
proposal to approve the Company's 2000 Stock Option and Incentive Plan (Proposal
4) will be deemed not to have been approved. No shares of preferred stock are
outstanding.
10
<PAGE>
In addition to ensuring there are a sufficient number of shares to cover
the Company's outstanding stock options and warrants, the amendment will give
the Company greater flexibility in its financial affairs by making 75 million
additional shares of common stock available for issuance by the Company in such
transactions and at such times as the Board of Directors considers appropriate,
whether in public or private offerings, as stock splits or dividends or in
connection with mergers and acquisitions or otherwise. The Company's
stockholders may or may not be given the opportunity to vote on such a
transaction, depending on the nature of the transaction, applicable law and the
judgment of the Company's Board of Directors regarding the submission of the
transaction to a vote of the Company's stockholders. The Company has no present
plans or agreements for the issuance of the proposed additional shares of common
stock.
The additional shares of common stock authorized for issuance pursuant to
the proposed amendment will have all of the rights and privileges which the
presently outstanding shares of common stock possess; the increase in authorized
shares will not affect the terms, or rights of holders, of existing shares of
common stock. All outstanding shares would continue to have one vote per share
on all matters to be voted on by the shareholders, including the election of
directors. Holders of common stock have no preemptive or conversion rights and
are not subject to further calls or assessments by the Company. Because
stockholders do not have preemptive rights, the interests of existing
stockholders may (depending on the particular circumstances in which additional
capital stock is issued) be diluted by any issuance of the proposed additional
shares of common stock.
It is possible that additional shares of common stock could be issued for
the purpose of making an acquisition by an unwanted suitor of a controlling
interest in the Company more difficult, time-consuming or costly or to otherwise
discourage an attempt to acquire control of the Company. Under such
circumstances, the availability of authorized and unissued shares may make it
more difficult for stockholders of the Company to obtain a premium for their
shares. These authorized and unissued shares could be used to create voting or
other impediments or to frustrate a person or other entity seeking to obtain
control of the Company by means of a merger, tender offer, proxy contest or
other means. For instance, shares could be privately placed with purchasers who
might cooperate with the Company's Board of Directors in opposing an attempt by
a third party to gain control of the Company by voting the shares against the
transaction with the third party or could be used to dilute the stock ownership
or voting rights of a person or entity seeking to obtain control of the Company.
Although the Company's Board of Directors does not currently anticipate
issuing additional shares of common stock for purposes of preventing a takeover
of the Company, the Company's Board of Directors reserves its right (consistent
with its fiduciary responsibilities) to issue shares for that purpose.
If the proposed amendment is adopted, the first sentence of the fourth
section of the Company's certificate of incorporation would be amended to read
as follows:
"4. AUTHORIZED CAPITAL STOCK. The total number of shares of capital stock
which the Corporation shall have the authority to issue is One Hundred One
Million (101,000,000) shares divided into two classes of which One Million
(1,000,000) shares of the par value of $.001 per share shall be designated
Preferred Stock and One Hundred Million (100,000,000) shares of the par value of
$.001 per share shall be designated Common Stock."
VOTE REQUIRED FOR APPROVAL
The affirmative vote of the holders of a majority of the outstanding shares
of Company common stock is required for approval of the proposed amendment to
increase the number of authorized shares of common stock.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
11
<PAGE>
PROPOSAL 4 - APPROVAL OF THE 2000 STOCK OPTION AND INCENTIVE PLAN
PURPOSE
The purpose of the 2000 Stock Option and Incentive Plan is to promote the
long-term interests of the Company and its stockholders by attracting and
retaining directors, officers, employees, consultants and advisors and
motivating these persons to exert their best efforts on behalf of the Company.
In furtherance of these objectives, the Company's Board of Directors has
adopted the Stock Option Plan, subject to approval by the stockholders at the
annual meeting. If Proposal 3, the proposed amendment to the Company's
certificate of incorporation to increase the number of authorized shares, is not
approved, then the proposal to approve the Stock Option Plan will be deemed not
to have been approved. This is because the remaining number of shares currently
authorized for issuance is not sufficient to allow for the exercise of options
granted under the Stock Option Plan.
A summary of the Stock Option Plan is set forth below. This summary is,
however, qualified by and subject to the more complete information set forth in
the Stock Option Plan, a copy of which is attached to this proxy statement as
Appendix A.
ADMINISTRATION OF THE STOCK OPTION PLAN
The Stock Option Plan will be administered by a committee comprised of
either each member of the Board of Directors or two or more members of the Board
of Directors appointed by the Board of Directors, each of whom must be an
"outside director," as defined in Section 162(m) of the Internal Revenue Code of
1986, as amended, and a "non-employee director," as defined in Rule 16b-3 under
the Securities Exchange Act of 1934, as amended. The Committee will:
o select persons to receive options from among the eligible
participants;
o determine the number of shares underlying options granted to
participants;
o set the terms, conditions and provisions of the options consistent
with the terms of the Stock Option Plan; and
o establish rules for the administration of the Stock Option Plan.
The Committee has the power to interpret the Stock Option Plan and to make all
other determinations necessary or advisable for its administration.
In granting options under the Stock Option Plan, the Committee will
consider, among other factors, the value of the individual's services to the
Company, and the added responsibilities of such individual being in the service
of a public company.
NUMBER OF SHARES THAT MAY BE AWARDED
Under the Stock Option Plan, the Committee may grant options for an
aggregate of 1,000,000 shares of Company common stock. This amount represented
approximately 5.13 percent of the shares issued and outstanding as of October
23, 2000. The Stock Option Plan also provides that no person may be granted
options for more than 100,000 shares during any calendar year.
The 1,000,000 shares of Company common stock available under the Stock
Option Plan are subject to adjustment in the event of certain changes in the
Company's capitalization, such as changes resulting from stock dividends and
stock splits. As described in greater detail below, the total number of shares
reserved for issuance under the Stock Option Plan may increase over time as a
result of the "reload" feature contained in the Stock Option Plan.
12
<PAGE>
Shares underlying options that expire or are terminated unexercised will be
available again for issuance under the Stock Option Plan.
The Stock Option Plan provides for the use of authorized but unissued
shares or treasury shares. Treasury shares are previously issued and outstanding
shares of Company common stock which are no longer outstanding as a result of
having been repurchased or otherwise reacquired by the Company.
RELOAD FEATURE
The number of shares available for options under the Stock Option Plan may
be increased, from time to time and without stockholder approval, as a result of
the plan's "reload" provision. Under the "reload" provision, additional shares
may be added to the remaining shares available under the Stock Option Plan as
follows:
(i) shares repurchased by the Company, in the open market or otherwise,
with an aggregate price no greater than the cash proceeds received by
the Company from the exercise of options granted under the Stock
Option Plan; and
(ii) any shares of Company common stock surrendered to the Company in
payment of the exercise price of stock options granted under the Stock
Option Plan.
ELIGIBILITY TO RECEIVE AWARDS
The Committee may grant options to directors, officers, employees,
consultants and advisors of the Company. The Committee will select persons to
receive options among the eligible participants and determine the number of
shares underlying the options to be granted.
EXERCISE PRICE OF OPTIONS
Under the terms of the Stock Option Plan, the exercise price of an option
may not be less than the fair market value of the common stock on the date the
option is granted. In the case of an "incentive stock option" (explained below)
granted to a person who is the beneficial owner of more than ten percent of the
outstanding shares of Company common stock, the exercise price must not be less
than 110% of the fair market value of the common stock on the date of grant.
EXERCISABILITY OF OPTIONS AND OTHER TERMS AND CONDITIONS
Options under the Stock Option Plan may not be exercised later than ten
years after the grant date. Subject to the limitations imposed by the Internal
Revenue Code, certain of the options granted under the Stock Option Plan may be
designated "incentive stock options." Incentive stock options may not be
exercised later than ten years after the grant date, except that an incentive
stock option granted to a person who is the beneficial owner of more than ten
percent of the outstanding shares of Company common stock may not be exercised
later than five years after the grant date. Options which are not designated as
and do not otherwise qualify as incentive stock options are referred to as
"non-qualified stock options."
The Committee will determine the time or times at which a stock option may
be exercised in whole or in part and the method or methods by which, and the
form or forms in which, payment of the exercise price of the stock option may be
made. Unless otherwise determined by the Committee and set forth in the written
award agreement evidencing the grant of the stock option, upon termination of
service of the participant for any reason other than for cause, all stock
options then currently exercisable by the participant will remain exercisable
for the lesser of (i) three months following such termination of service and
(ii) the period of time until the expiration of the stock option by its terms.
Upon termination of service for cause, all stock options not previously
exercised will immediately be forfeited.
13
<PAGE>
EFFECT OF CHANGE IN CONTROL
Under the Stock Option Plan, in the event of a change in control of the
Company, unless the Committee has provided otherwise in the award agreement
evidencing the grant of the option, all outstanding options granted under the
Stock Option Plan which are not fully vested will vest in full. A "change in
control" of the Company will be deemed to occur if any of the following events
arise: (1) any person or group becomes the beneficial owner of 50 percent or
more of the outstanding shares of Company common stock; (2) as a result of or in
connection with any cash tender offer, merger, sale of assets or contested
election, there is a change in a majority of the Company's Board of Directors;
or (3) the Company's stockholders approve an agreement providing either for a
transaction in which the Company will no longer be an independent publicly-owned
company or for a sale of all or nearly all of the Company's assets.
TRANSFERABILITY OF OPTIONS
An incentive stock option awarded under the Stock Option Plan may be
transferred only upon the death of the holder to whom it has been granted, by
will or the laws of inheritance. A non-qualified stock option may be transferred
during the lifetime of the person to whom it was granted pursuant to a qualified
domestic relations order or by gift to any member of the person's immediate
family or to a trust for the benefit of any member of the person's immediate
family.
EFFECT OF MERGER ON OPTION OR RIGHT
Upon a merger or other business combination of the Company in which it is
not the surviving entity (or in which it is the surviving entity, but where the
shares of Company common stock are converted into other securities, cash or
other property), the Stock Option Plan provides that each holder of an
outstanding option will have the right, after consummation of the transaction
and during the remaining term of the option, to receive upon exercise of the
option an amount equal to the excess of the fair market value on the date of
exercise of the securities or other consideration receivable in the transaction
in respect of a share of common stock over the exercise price of the option,
multiplied by the number of shares of common stock with respect to which the
option is exercised. This amount may be payable fully in cash, fully in one or
more of the kind or kinds of property payable in the transaction, or partly in
cash and partly in one or more of such kind or kinds of property, all in the
discretion of the Committee.
AMENDMENT AND TERMINATION
The Stock Option Plan will remain in effect for a term of ten years, after
which no options may be granted. The Board of Directors may at any time amend,
suspend or terminate the Stock Option Plan or any portion of the Stock Option
Plan, except to the extent stockholder approval is necessary under any
applicable federal or state law or regulation or the rules of any stock exchange
or automated quotation system on which the Company's common stock may then be
listed or quoted. No amendment, suspension or termination of the plan, however,
may impair the rights of any participant, without his or her consent, in any
option grant made pursuant to the Stock Option Plan.
FEDERAL INCOME TAX CONSEQUENCES
Under current federal tax law, a non-qualified stock option granted under
the Stock Option Plan will not result in any taxable income to the optionee at
the time of grant or any tax deduction to the Company. Upon the exercise of the
non-qualified stock option, the excess of the market value of the shares
acquired over their cost (i.e., the exercise price) is taxable to the optionee
as ordinary income and is generally deductible by the Company. The optionee's
tax basis for the shares is the market value of the shares at the time of
exercise. Upon the sale of the shares, any appreciation in value of the shares
from the time of exercise will be recognized by the optionee as a capital gain;
this capital gain will be a short-term capital gain (and taxed at ordinary
income rates) if the shares are sold within one year after the exercise and a
long-term capital gain if the shares are sold more than one year after exercise.
Neither the grant nor the exercise of an incentive stock option granted
under the Stock Option Plan will result in any federal tax consequences to
either the optionee or the Company. Except as described below, at the time the
optionee sells shares acquired pursuant to the exercise of an incentive stock
option, the excess of the sale price over the exercise price will qualify as a
long-term capital gain. If the optionee disposes of the shares within two years
of the date of grant or within one year of the date of exercise, an amount equal
to the difference between the fair market value of
14
<PAGE>
the shares on the date of exercise and the exercise price will be taxed as
ordinary income and the Company will be entitled to a deduction in the same
amount. The excess, if any, of the sale price over the fair market value at the
time of exercise will qualify as long-term capital gain if the shares are sold
more than one year after the option is exercised. If the optionee exercises an
incentive stock option more than three months after his or her termination of
employment, he or she generally is deemed to have exercised a non-qualified
stock option. The time frame within an incentive stock option may be exercised
following termination of employment is extended to one year if the termination
results from the death or disability of the optionee.
VOTE REQUIRED FOR APPROVAL
The affirmative vote of a majority of the votes cast by the holders of
shares present at the annual meeting in person or by proxy and entitled to vote
is required to approve the Stock Option Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
PROPOSAL 5 - RATIFICATION OF APPOINTMENT OF AUDITORS
PricewaterhouseCoopers LLP, the independent accounting firm that was
previously engaged as the principal accountant to audit the Company's financial
statements, was dismissed effective April 25, 2000. The audit reports issued by
PricewaterhouseCoopers LLP for the years ended December 31, 1996 and 1997
contained an explanatory paragraph expressing substantial doubt about the
ability of the Company to continue as a going concern. The change in accountants
was approved by the Company's Board of Directors. During the Company's two most
recent fiscal years and the subsequent interim period through April 25, 2000,
there were no disagreements between the Company and PricewaterhouseCoopers LLP
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to the
satisfaction of PricewaterhouseCoopers LLP, would have caused
PricewaterhouseCoopers LLP to make reference to the subject matter of the
disagreement or disagreements in its report. Subsequent to March 6, 1998 there
were no reports issued by PricewaterhouseCoopers LLP.
Effective April 25, 2000, the Company engaged Reznick Fedder & Silverman
P.C. as its principal accountant to audit the Company's financial statements.
During the Company's two most recent fiscal years and subsequent interim periods
prior to the engagement of Reznick Fedder & Silverman, P.C., the Company did
not, nor did anyone on the Company's behalf, consult Reznick Fedder & Silverman,
P.C. regarding either (A) the application of accounting principles to a
specified completed or proposed transaction, or the type of audit opinion that
might be rendered on the Company's financial statements as to which a written
report or oral advice was provided to the Company that was an important factor
considered by the Company in reaching a decision as to an accounting, auditing
or financial reporting issue, or (B) any matter that was the subject of a
disagreement between the Company and PricewaterhouseCoopers LLP or an event
described in paragraph 304(a)(1)(v) of the SEC's Regulation S-K.
The Board of Directors has appointed Reznick Fedder & Silverman, P.C. as
principal accountant for the fiscal year ending December 31, 2000, subject to
the ratification of the appointment by stockholders at the annual meeting. A
representative of Reznick Fedder & Silverman, P.C. is expected to attend the
annual meeting to respond to appropriate questions and will have an opportunity
to make a statement if he or she so desires.
VOTE REQUIRED FOR APPROVAL
The affirmative vote of a majority of the votes cast by the holders of
shares present in person or by proxy at the annual meeting and entitled to vote
is required to approve the ratification of the appointment of Reznick Fedder &
Silverman, P.C. as the Company's independent auditors for the fiscal year ending
December 31, 2000.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
15
<PAGE>
OTHER MATTERS
The Board of Directors knows of no other business that will be presented at
the annual meeting. If any other matter properly comes before the stockholders
for a vote at the annual meeting, the Board of Directors, as holder of your
proxy, will vote your shares in accordance with its best judgment.
ADDITIONAL INFORMATION
PROXY SOLICITATION COSTS
The Company will pay the costs of soliciting proxies. The Company will
reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of the Company's common stock. In addition to solicitation by
mail, directors, officers and employees of the Company may solicit proxies
personally or by facsimile, telegraph or telephone, without additional
compensation.
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
If you intend to present a stockholder proposal at next year's annual
meeting, your proposal must be received by the Company at its executive offices,
located at 3 Bethesda Metro Center, Suite 700, Bethesda, Maryland 20814, by
December 26, 2000 to be eligible for inclusion in the Company's proxy materials
for that meeting. Your proposal will be subject to the requirements of the proxy
rules adopted under the Securities Exchange Act of 1934, as amended, and the
Company's certificate of incorporation and bylaws and Delaware law.
If you submit a proposal for presentation at next year's annual meeting
that is not intended for inclusion in the Company's proxy materials, or is
intended for inclusion but is properly excluded from the Company's proxy
materials, the persons named in the form of proxy sent by the Company to
stockholders will have the discretion to vote on your proposal in accordance
with their best judgment if your proposal is not received at the main office of
the Company by March 12, 2001.
16
<PAGE>
ALPHA 1 BIOMEDICALS, INC.
2000 Stock Option and Incentive Plan
1. PLAN PURPOSE. The purpose of the Plan is to promote the long-term
interests of the Corporation and its stockholders by providing a means for
attracting and retaining directors, officers, employees, Consultants and
Advisors of the Corporation and its Affiliates and to motivate such persons to
exert their best efforts on behalf of the Corporation and its Affiliates.
2. DEFINITIONS. The following definitions are applicable to the Plan:
"Advisor" -- means an advisor retained by the Corporation or an Affiliate
who: (i) is a natural person; and (ii) provides bona fide services to the
Corporation or an Affiliate, which services are not in connection with the offer
or sale of securities in a capital-raising transaction, and do not directly or
indirectly promote or maintain a market for the Corporation's securities.
"Affiliate" -- means any "parent corporation" or "subsidiary corporation"
of the Corporation, as such terms are defined in Sections 424(e) and (f),
respectively, of the Code.
"Board" -- means the board of directors of the Corporation.
"Cause" -- means Termination of Service by reason of personal dishonesty,
incompetence, willful misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties or gross negligence.
"Code" -- means the Internal Revenue Code of 1986, as amended.
"Committee" -- means the Committee referred to in Section 3 hereof.
"Consultant" -- means a consultant retained by the Corporation or a
Affiliate who: (i) is a natural person; and (ii) provides bona fide services to
the Corporation or an Affiliate, which services are not in connection with the
offer or sale of securities in a capital-raising transaction, and do not
directly or indirectly promote or maintain a market for the Corporation's
securities.
"Corporation" -- means Alpha 1 Biomedicals, Inc., a Delaware corporation,
and any successor thereto.
"Disability" -- has the meaning assigned to such term in Section 22(e)(3)
of the Code, or any successor provision.
"Incentive Stock Option" -- means an option to purchase Shares granted by
the Committee which is intended to qualify as an incentive stock option under
Section 422(b) of the Code. Unless otherwise set forth in the Option Agreement,
any Option which does not qualify as an Incentive Stock Option for any reason
shall be deemed ab initio to be a Non-Qualified Stock Option.
<PAGE>
"Market Value" -- means, on the date in question (or, if the date in
question is not a trading day, on the last trading day preceding the date in
question), the per share closing price of the Shares on the principal securities
exchange on which the Shares are listed (if the Shares are so listed), or on the
Nasdaq Stock Market (if the Shares are listed on the Nasdaq Stock Market), or,
if not listed on a securities exchange or the Nasdaq Stock Market, the average
of the per share closing bid and ask prices of the Shares as reported on the OTC
Bulletin Board, or, if such bid and ask prices are not reported on the OTC
Bulletin Board, as reported by any nationally recognized quotation service
selected by the Committee, or, if no such price information is reported, the
fair market value on such date of a Share as the Committee shall determine.
"Non-Qualified Stock Option" -- means an option to purchase Shares granted
by the Committee which does not qualify, for any reason, as an Incentive Stock
Option.
"Option" -- means an Incentive Stock Option or a Non-Qualified Stock
Option.
"Option Agreement" -- means the agreement evidencing the grant of an Option
under the Plan.
"Participant" -- means any director, officer, employee, Consultant or
Advisor of the Corporation or any Affiliate who is selected to receive an Option
pursuant to Section 5.
"Plan" -- means this Alpha 1 Biomedicals, Inc. 2000 Stock Option and
Incentive Plan.
"Shares" -- means the shares of common stock of the Corporation.
"Termination of Service" -- means cessation of service, for any reason,
whether voluntary or involuntary, so that the affected individual is not either
(i) an employee of the Corporation or any Affiliate for purposes of an Incentive
Stock Option, or (ii) a director, officer, employee, Consultant or Advisor of
the Corporation or any Affiliate for purposes of a Non-Qualified Stock Option.
3. ADMINISTRATION. The Plan shall be administered by a Committee consisting
of either (i) each member of the Board, or (ii) two or more members of the Board
appointed by the Board, each of whom (A) shall be an "outside director," as
defined under Section 162(m) of the Code and the Treasury regulations
thereunder, and (B) shall be a "non-employee director," as defined under Rule
16b-3 under the Securities Exchange Act of 1934, as amended, or any similar or
successor provision. Except as limited by the express provisions of the Plan or
by resolutions adopted by the Board, the Committee shall have sole and complete
authority and discretion to (i) select Participants and grant Options; (ii)
determine the number of Shares to be subject to types of Options generally, as
well as to individual Options granted under the Plan; (iii) determine the terms
and conditions upon which Options shall be granted under the Plan; (iv)
prescribe the forms and terms of Option Agreements; (v) establish from time to
time regulations for the administration of the Plan; and (vi) interpret the Plan
and make all determinations deemed necessary or advisable for the administration
of the Plan.
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<PAGE>
A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present, or
acts approved in writing by a majority of the Committee without a meeting, shall
be acts of the Committee.
4. SHARES SUBJECT TO PLAN.
(a) Subject to adjustment by the operation of Section 6, the maximum number
of Shares with respect to which Options may be granted under the Plan is
1,000,000, plus (i) the number of Shares repurchased by the Corporation in the
open market or otherwise with an aggregate price no greater than the cash
proceeds received by the Corporation from the exercise of Options granted under
the Plan; plus (ii) any Shares surrendered to the Corporation in payment of the
exercise price of Options granted under the Plan. The Shares with respect to
which Options may be granted under the Plan may be either authorized and
unissued Shares or previously issued Shares reacquired and held as treasury
Shares. An Option which terminates shall not be considered to have been granted
under the Plan, and new Options may be granted under the Plan with respect to
the number of Shares as to which such termination has occurred.
(b) During any calendar year, no Participant may be granted Options under
the Plan with respect to more than 100,000 Shares, subject to adjustment as
provided in Section 6.
5. OPTIONS. The Committee is hereby authorized to grant Options to
Participants with the following terms and conditions and with such additional
terms and conditions not inconsistent with the provisions of the Plan and the
requirements of applicable law as the Committee shall determine:
(i) EXERCISE PRICE. The exercise price per Share for an Option shall be
determined by the Committee; provided, however, that such exercise price shall
not be less than 100% of the Market Value of a Share on the date of grant of
such Option; provided, further, that in the case of an Incentive Stock Option
granted to an individual who, at the time of grant, is the beneficial owner of
stock possessing more than ten percent of the total combined voting power of all
classes of stock of the Corporation or any Affiliate (a "Ten Percent Owner"),
such exercise price shall not be less than 110% of the Market Value of a Share
on the date of grant of such Option.
(ii) OPTION TERM. The term of each Option shall be fixed by the Committee,
but shall be no greater than ten years in the case of a Non-Qualified Stock
Option, ten years in the case of an Incentive Stock Option granted to a
Participant who is not a Ten Percent Owner, and five years in the case of a
Incentive Stock Option granted to a Participant who is a Ten Percent Owner.
(iii) NUMBER OF SHARES AND TIME AND METHOD OF EXERCISE. The Committee shall
determine the number of Shares underlying each Option and the time or times at
which an Option may be exercised in whole or in part and the method or methods
by which, and the form or forms (including, without limitation, cash, Shares, or
any combination thereof, having a fair market value on the exercise date equal
to the relevant exercise price) in which, payment of the exercise price with
respect thereto may be made or deemed to have been made.
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<PAGE>
(iv) INCENTIVE STOCK OPTIONS. Incentive Stock Options may be granted by the
Committee only to employees of the Corporation or its Affiliates. No Incentive
Stock Option may be granted more than ten years after the effective date of the
Plan, as set forth in Section 14. The aggregate Market Value (determined as of
the time any Incentive Stock Option is granted) of the Shares with respect to
which Incentive Stock Options are exercisable for the first time by a
Participant in any calendar year shall not exceed $100,000.
(v) TERMINATION OF SERVICE. Unless otherwise determined by the Committee
and set forth in the Option Agreement evidencing the grant of the Option, upon
Termination of Service of a Participant for any reason other than for Cause or
due to death or Disability, each Option granted to the Participant, to the
extent then exercisable, shall remain exercisable for the lesser of (A) three
months following such Termination of Service and (B) the period of time until
the expiration of the Option by its terms. Unless otherwise determined by the
Committee and set forth in the Option Agreement evidencing the grant of the
Option, upon Termination of Service of a Participant due to death or Disability,
each Option granted to the Participant, to the extent then exercisable, shall
remain exercisable for the lesser of (A) one year following such Termination of
Service and (B) the period of time until the expiration of the Option by its
terms. Upon Termination of Service of a Participant for Cause, each Option
granted to the Participant, to the extent not previously exercised, shall
immediately be forfeited.
6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of any change
in the outstanding Shares subsequent to the effective date of the Plan by reason
of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Corporation, the maximum aggregate number
and class of shares as to which Options may be granted under the Plan and the
number and class of shares underlying outstanding Options granted under the Plan
(as well as the exercise price of each such outstanding Option) shall be
appropriately adjusted by the Committee, whose determination shall be
conclusive. Except as otherwise provided herein, any Option which is adjusted as
a result of this Section 6 shall be subject to the same terms and conditions as
the original Option.
7. EFFECT OF MERGER ON OPTIONS. In the case of any merger, consolidation or
combination of the Corporation (other than a merger, consolidation or
combination in which the Corporation is the continuing corporation and which
does not result in the outstanding Shares being converted into or exchanged for
different securities, cash or other property, or any combination thereof), any
Participant to whom an Option has been granted shall have the additional right
(subject to the provisions of the Plan and any limitation applicable to such
Option), thereafter and during the term of each such Option, to receive upon
exercise of any such Option an amount equal to the excess of the fair market
value on the date of such exercise of the securities, cash or other property, or
combination thereof, receivable upon such merger, consolidation or combination
in respect of a Share over the exercise price of such Option, multiplied by the
number of Shares with respect to which such Option shall have been exercised.
Such amount may be payable fully in cash, fully in one or more of the kind or
kinds of property payable in such merger, consolidation or combination, or
partly in cash and partly in one or more of such kind or kinds of property, all
in the discretion of the Committee.
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<PAGE>
8. EFFECT OF CHANGE IN CONTROL. Each of the events specified in the
following clauses (i) through (iii) of this Section 8 shall be deemed a "change
in control": (i) any third person, including a "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended, shall become the
beneficial owner of shares of the Corporation with respect to which 50% or more
of the total number of votes for the election of the Board may be cast, (ii) as
a result of, or in connection with, any cash tender offer, merger or other
business combination, sale of assets or contested election, or combination of
the foregoing, the persons who were directors of the Corporation shall cease to
constitute a majority of the Board, or (iii) the stockholders of the Corporation
shall approve an agreement providing either for a transaction in which the
Corporation will cease to be an independent publicly-owned corporation or for a
sale or other disposition of all or substantially all the assets of the
Corporation. If a tender offer or exchange offer for Shares (other than such an
offer by the Corporation) is commenced, or if a change in control shall occur,
unless the Committee shall have otherwise provided in the Option Agreement, all
Options granted and not fully exercisable shall become exercisable in full upon
the happening of such event; provided, however, that no Option which has
previously been exercised or otherwise terminated shall become exercisable.
9. ASSIGNMENTS AND TRANSFERS. No Incentive Stock Option granted under the
Plan shall be transferable other than by will or the laws of descent and
distribution. A Non-Qualified Stock Option shall be transferable by will, the
laws of descent and distribution, a "domestic relations order," as defined in
Section 414(p)(1)(B) of the Code, or a gift to any member of the Participant's
immediate family or to a trust for the benefit of one or more of such immediate
family members. During the lifetime of an Option recipient, an Option shall be
exercisable only by the Option recipient unless it has been transferred as
permitted hereby, in which case it shall be exercisable only by such transferee.
For the purpose of this Section 9, a Participant's "immediate family" shall mean
the Participant's spouse, children and grandchildren.
10. CERTAIN RIGHTS UNDER THE PLAN. No person shall have a right to be
selected as a Participant nor, having been so selected, to be selected again as
a Participant, and no director, officer, employee, Consultant, Advisor or other
person shall have any claim or right to be granted an Option under the Plan or
under any other incentive or similar plan of the Corporation or any Affiliate.
Neither the Plan nor any action taken hereunder shall be construed as giving any
employee, Consultant or Advisor any right to be retained in the employ of or as
a Consultant or Advisor to the Corporation or any Affiliate.
11. DELIVERY AND REGISTRATION OF STOCK. The Corporation's obligation to
deliver Shares with respect to an Option shall, if the Committee so requests, be
conditioned upon the receipt of a representation as to the investment intention
of the Participant to whom such Shares are to be delivered, in such form as the
Committee shall determine to be necessary or advisable to comply with the
provisions of the Securities Act of 1933, as amended, or any other federal,
state or local securities legislation. It may be provided that any
representation requirement shall become inoperative upon a registration of the
Shares or other action eliminating the necessity of such representation under
such Securities Act or other securities legislation. The Corporation shall not
be required to deliver any Shares under the Plan prior to (i) the admission of
such Shares to listing on any stock exchange on which Shares may then be listed
and (ii) the completion of such registration or other qualification of such
Shares under any state or federal law, rule or regulation, as the Committee
shall determine to be necessary or advisable.
5
<PAGE>
12. WITHHOLDING TAX. Where a Participant or other person is entitled to
receive Shares pursuant to the exercise of an Option pursuant to the Plan, the
Corporation shall have the right to require the Participant or such other person
to pay the Corporation the amount of any taxes which the Corporation is required
to withhold with respect to such Shares, or, in lieu thereof, to retain, or sell
without notice, a number of such Shares sufficient to cover the amount required
to be withheld. All withholding decisions pursuant to this Section 12 shall be
at the sole discretion of the Committee or the Corporation.
13. AMENDMENT OR TERMINATION.
(a) The Board may amend, alter, suspend, discontinue, or terminate the Plan
without the consent of shareholders or Participants, except that any such action
will be subject to the approval of the Corporation's shareholders if, when and
to the extent such shareholder approval is necessary or required for purposes of
any applicable federal or state law or regulation or the rules of any stock
exchange or automated quotation system on which the Shares may then be listed or
quoted, or if the Board, in its discretion, determines to seek such shareholder
approval.
(b) The Committee may waive any conditions of or rights of the Corporation
or modify or amend the terms of any outstanding Option. The Committee may not,
however, amend, alter, suspend, discontinue or terminate any outstanding Option
without the consent of the Participant or holder thereof, except as otherwise
provided herein.
14. EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective upon
the later of its adoption by the Board or its approval by the shareholders of
the Corporation. It shall continue in effect for a term of ten years thereafter
unless sooner terminated under Section 13 hereof.
6
<PAGE>
REVOCABLE PROXY
ALPHA 1 BIOMEDICALS, INC.
ANNUAL MEETING OF STOCKHOLDERS
December 15, 2000
The undersigned hereby appoints the Board of Directors of Alpha 1
Biomedicals, Inc. (the "Company"), and its survivor, with full power of
substitution, to act as attorneys and proxies for the undersigned to vote all
shares of common stock of the Company which the undersigned is entitled to vote
at the Annual Meeting of Stockholders (the "Meeting"), to be held on Friday,
December 15, 2000 at the Hyatt Regency Bethesda, located at 7400 Wisconsin
Avenue, Bethesda, Maryland, at 10:00 a.m., local time, and at any and all
adjournments and postponements thereof, as follows:
I. The election of the following directors
for one-year terms:
FOR WITHHELD
ALLAN L. GOLDSTEIN / / / /
JOSEPH C. MCNAY / / / /
ALBERT ROSENFELD / / / /
FOR AGAINST ABSTAIN
II. The approval of a proposed amendment / / / / / /
to the Company's certificate of
incorporation to change the Company's
name from "Alpha 1 Biomedicals, Inc."
to "RegeneRx Biopharmaceuticals, Inc."
FOR AGAINST ABSTAIN
III. The approval of a proposed amendment / / / / / /
to the Company's certificate of
incorporation to increase the number of
shares of common stock authorized for
issuance from 20,000,000 to 100,000,000.
FOR AGAINST ABSTAIN
IV. Conditioned upon approval of Proposal / / / / / /
III, the approval of the Company's
2000 Stock Option and Incentive Plan.
FOR AGAINST ABSTAIN
V. The ratification of the appointment of / / / / / /
Reznick Fedder & Silverman, P.C.
as independent auditors for the Company
for the fiscal year ending December 31,
2000.
In their discretion, the proxies are authorized to vote on any other business
that may properly come before the Meeting or any adjournment or postponement
thereof.
The Board of Directors recommends a vote "FOR"
the election of the nominees named herein
and "FOR" each of the proposals listed above.
<PAGE>
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED HEREIN AND
FOR EACH OF THE PROPOSALS LISTED ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT
THE MEETING, THIS PROXY WILL BE VOTED AS DIRECTED BY THE BOARD OF DIRECTORS
IN ITS BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
This Proxy may be revoked at any time before it is voted by: (i) filing
with the Secretary of the Company at or before the Meeting a written notice of
revocation bearing a later date than this Proxy; (ii) duly executing a
subsequent proxy relating to the same shares and delivering it to the Secretary
of the Company at or before the Meeting; or (iii) attending the Meeting and
voting in person (although attendance at the Meeting will not in and of itself
constitute revocation of this Proxy). If this Proxy is properly revoked as
described above, then the power of such attorneys and proxies shall be deemed
terminated and of no further force and effect.
The undersigned acknowledges receipt from the Company, prior to the
execution of this Proxy, of Notice of the Meeting the Company's Proxy Statement
and the Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1999.
Dated: ________________________
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PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
----------------------------------- -----------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears above on this card. When signing
as attorney, executor, administrator, trustee or guardian, please give your
full title. If shares are held jointly, each holder should sign.
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PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE
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