<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:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
BIOGEN, 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:
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<PAGE> 2
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LOGO
May 7, 1999
Dear Stockholder:
You are cordially invited to attend the 1999 Annual Meeting of Stockholders
of Biogen, Inc. to be held at 10:00 a.m. on Friday, June 11, 1999 at the
Company's offices located at 12 Cambridge Center, Cambridge, Massachusetts.
At the Annual Meeting, four persons will be elected to the Board of
Directors. The Board of Directors recommends the re-election of the nominees
named in the Proxy Statement. In addition, the Company will ask the stockholders
to ratify the selection of PricewaterhouseCoopers LLP as the Company's
independent accountants for the fiscal year ending December 31, 1999 and to
approve an amendment to the Company's Articles of Organization to increase the
number of authorized shares of Common Stock.
Whether you plan to attend the Annual Meeting or not, it is important that
you promptly fill out, sign, date and return the enclosed proxy card in
accordance with the instructions set forth on the card. This will ensure your
proper representation at the Annual Meeting.
Sincerely,
LOGO
James L. Vincent
Chairman of the Board and Chief
Executive Officer
YOUR VOTE IS IMPORTANT. PLEASE REMEMBER TO RETURN YOUR PROXY PROMPTLY.
<PAGE> 3
BIOGEN, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 11, 1999
TO THE STOCKHOLDERS OF BIOGEN, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Biogen, Inc., a Massachusetts corporation, will be held at 10:00
a.m. on Friday, June 11, 1999 at Biogen's offices located at 12 Cambridge
Center, Cambridge, Massachusetts 02142 for the following purposes:
1. To elect four members to the Board of Directors to serve for a
three-year term ending at the Annual Meeting of Stockholders in 2002 and
until their successors are duly elected and qualified or their earlier
resignation or removal.
2. To ratify the selection of PricewaterhouseCoopers LLP as the
Company's independent accountants for the fiscal year ending December 31,
1999.
3. To approve an amendment to the Company's Articles of Organization
to increase the number of authorized shares of Common Stock, par value $.01
per share, from 110,000,000 shares to 375,000,000 shares.
4. To transact such other business as may be properly brought before
the Meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on April 15, 1999 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Meeting and at any adjournments thereof.
All stockholders are cordially invited to attend the Meeting. However, to
ensure your representation, you are requested to complete, sign, date and return
the enclosed proxy as soon as possible in accordance with the instructions on
the proxy card. A return addressed envelope is enclosed for your convenience.
BY ORDER OF THE BOARD OF DIRECTORS
LOGO
JAMES L. VINCENT
Chairman of the Board and Chief
Executive Officer
Cambridge, Massachusetts
May 7, 1999
<PAGE> 4
BIOGEN, INC.
14 CAMBRIDGE CENTER
CAMBRIDGE, MASSACHUSETTS 02142
(617) 679-2000
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 11, 1999
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Biogen, Inc. (the "Company") of proxies to be voted at
the Annual Meeting of Stockholders (the "Meeting") which will be held at the
Company's offices at 12 Cambridge Center, Cambridge, Massachusetts on Friday,
June 11, 1999 at 10:00 a.m. for the purposes stated in the accompanying Notice
of Annual Meeting of Stockholders. Shares represented by valid proxies, received
in time for the Meeting and not revoked prior to the Meeting, will be voted at
the Meeting. A stockholder may revoke a proxy before the proxy is voted by
delivering to the Clerk of the Company a signed statement of revocation or a
duly executed proxy bearing a later date. Any stockholder at the Meeting who has
executed a proxy but is present may vote in person by revoking the proxy. This
Proxy Statement and the accompanying proxy are being mailed on or about May 10,
1999 to all stockholders entitled to notice of and to vote at the Meeting.
The close of business on April 15, 1999 is the record date for determining
the stockholders entitled to notice of and to vote at the Meeting. On that date,
the Company had 75,263,543 shares of Common Stock outstanding and entitled to
vote.
ELECTION OF DIRECTORS
The Company's Board of Directors consists of twelve members divided into
three equal classes serving staggered three-year terms. The term of one class of
directors expires at the Meeting. Four directors are to be elected to the class
whose term expires at the Meeting. They will hold office until the Annual
Meeting of Stockholders in 2002 and until their successors assume office unless
they resign or are removed.
VOTE
A plurality of the votes cast at the Meeting is required to elect a
director. If any nominee is unable or unwilling to accept nomination or
election, the shares represented by the enclosed proxy will be voted for the
election of such other person as the Board of Directors may recommend. THE BOARD
OF DIRECTORS RECOMMENDS ELECTION OF THOMAS F. KELLER, ROGER H. MORLEY, PHILLIP
A. SHARP AND JAMES C. MULLEN AS DIRECTORS.
INFORMATION ABOUT THE DIRECTORS
[PICTURE]
Alexander G. Bearn, M.D.
(age 76)
Director since 1991; Member of the class of directors with term ending in 2000;
Executive Officer of the American Philosophical Society
since 1997; Visiting Physician, Adjunct Professor at the
Rockefeller University in New York since 1966 and Trustee
of the Rockefeller University since 1970; Trustee of
Howard Hughes Medical Institute since 1987; from 1979 to
1988, Senior Vice President for Medical and Scientific
Affairs of the International Division of Merck & Co.;
Director of Vasomedical, Inc.; member of the Scientific
Board of the Company and nominated as a director pursuant
to designation by the Scientific Board.
1
<PAGE> 5
[PICTURE]
Alan Belzer
(age 66)
Director since 1990; Member of the class of directors with term ending in 2001;
President, Chief Operating Officer and Director,
Allied-Signal, Inc. from 1988 to 1993; from 1983 to 1988,
Executive Vice President and President, Engineered
Materials Sector, Allied-Signal, Inc.
[PICTURE]
Harold W. Buirkle
(age 78)
Director since 1986; Member of the class of directors with term ending in 2000;
Managing Director, The Henley Group, Inc. from 1986 to
1990; from 1983 to 1985, Executive Vice President,
Finance and Planning, Allied Corporation (now
Allied-Signal, Inc.).
[PICTURE]
Mary L. Good, Ph.D.
(age 67)
Director since 1997; Member of the class of directors with term ending in 2001;
Managing Member, Venture Capital Investors, LLC since
1997; Donaghey University Professor at University of
Arkansas at Little Rock since September 1998; Under
Secretary for Technology, United States Department of
Commerce from 1993 to 1997; Senior Vice President,
Technology, Allied Signal, Inc. from 1988 to 1993;
Director of IDEXX Laboratories and Whatman Co. plc.
[PICTURE]
Thomas F. Keller, Ph.D.
(age 67)
NOMINEE FOR RE-ELECTION
Director since 1996; R.J. Reynolds Professor of Business Administration, Duke
University, since 1974; Dean, Fuqua School of Business,
Duke University, from 1974 until 1996; Director of
American Business Products, LADD Furniture Co., Inc.,
Dimon, Inc., Wendy's International, Nations Funds and
Mentor Series Trust.
2
<PAGE> 6
[PICTURE]
Roger H. Morley
(age 67)
NOMINEE FOR RE-ELECTION
Director since 1987; Vice President, Schiller International University,
Heidelberg, Germany since 1983; Co-Managing Director, R&R
Inventions Ltd., Birmingham, U.K; Advisory Director of
Bank of America, Illinois; Director, Blythe Industries.
[PICTURE]
James C. Mullen
(age 40)
NOMINEE FOR RE-ELECTION
Director since April 1999; President and Chief Operating Officer of Biogen, Inc.
since January 1999; Vice President-International of
Biogen, Inc. from 1996 until January 1999; Vice
President-Operations of Biogen, Inc. from 1991 to 1996.
Prior to joining Biogen in 1989, Mr. Mullen held various
positions of responsibility at Smith Kline-Beckman
Corporation (now SmithKline Beecham) from 1984 to 1988,
including Director Engineering SmithKline and French
Laboratories Worldwide.
[PICTURE]
Sir Kenneth Murray, Ph.D.
(age 68)
Director since 1980; Member of the class of directors with term ending in 2001;
Biogen Professor of Molecular Biology, University of
Edinburgh, Scotland since 1984 (Emeritus since 1998);
during 1985 and 1986, Interim Research Director of Biogen
S.A; Fellow of the Royal Society; Vice Chairman of the
Scientific Board of the Company and nominated as a
director pursuant to designation by the Scientific Board.
[PICTURE]
Phillip A. Sharp, Ph.D.
(age 54)
NOMINEE FOR RE-ELECTION
Director since 1982; Institute Professor, Center for Cancer Research
Massachusetts Institute of Technology since March 1999;
from 1991 until March 1999, Salvador E. Luria Professor
and Head of the Department of Biology, Center for Cancer
Research, MIT; Director of the Center for Cancer Research
at MIT from 1985 to 1991; Chairman of the Scientific
Board of the Company and nominated as a director pursuant
to designation by the Scientific Board; Nobel Laureate.
3
<PAGE> 7
[PICTURE]
Alan K. Simpson
(age 67)
Director since 1997; Member of the class of directors with term ending in 2000;
United States Senator from Wyoming from 1979 to 1997;
Director of PacifiCorp. and I.D.S.-American Express.
[PICTURE]
James W. Stevens
(age 62)
Director since 1986; Member of the class of directors with term ending in 2001;
Chairman, Prudential Asset Management Group from 1993 to
1995; Executive Vice President, The Prudential Insurance
Company of America and Prudential Investment Corporation
from 1987 to 1995; Managing Director, Dillon, Read &
Company Inc. from 1985 until 1987; from 1984 until 1985,
Group Executive of Citicorp and Citibank N.A. and
Chairman of Citicorp Venture Capital, Ltd; Director of
Maxcor Financial Group Inc. and Pen-Tab Industries, Inc.
[PICTURE]
James L. Vincent
(age 59)
Director since 1985; Member of the class of directors with term ending in 2000;
Chairman of the Board of Directors of Biogen, Inc. since
1985; Chief Executive Officer of Biogen, Inc. since
December 1998 and from 1985 until February 1997, and
President from 1985 to February 1994; from 1982 to 1985,
Group Vice President, Allied Corporation (now
Allied-Signal, Inc.) and President, Allied Health and
Scientific Products Company; from 1979 through 1980,
Executive Vice President, Chief Operating Officer and a
Director of Abbott Laboratories, Inc.; Director of
CuraGen Corporation.
INFORMATION REGARDING THE BOARD AND ITS COMMITTEES
The Board has a Compensation and Management Resources Committee, a Finance
and Audit Committee, a Stock and Option Plan Administration Committee, a
Nominating Committee and a Project Share Committee. The Compensation and
Management Resources Committee, whose members are Roger Morley (Chairman),
Harold W. Buirkle, Mary L. Good, Phillip A. Sharp and James L. Vincent, makes
recommendations to the Board concerning remuneration and benefits for senior
executives, and reviews executive development and succession. The Finance and
Audit Committee, whose members are Harold W. Buirkle (Chairman), Alan Belzer,
James W. Stevens, Thomas F. Keller and James C. Mullen, reviews the Company's
quarterly and annual financial statements and Annual Report on Form 10-K,
considers matters relating to accounting policy and internal controls, reviews
the scope of annual audits, recommends independent public accountants to the
Board and makes recommendations concerning financial, investment and taxation
policies. The Project Share Committee, whose members are Phillip A. Sharp
(Chairman), Kenneth Murray and James L. Vincent, recommends to the Board stock
and stock option awards for scientific consultants. The Stock and Option Plan
Administration Committee, whose members are Roger H. Morley and Harold W.
Buirkle, administers certain stock and stock option plans. The Nominating
Committee whose members are Alan Belzer (Chairman), Kenneth Murray, Alexander G.
Bearn, James W. Stevens and James L. Vincent, identifies, evaluates and
nominates candidates to fill Board positions. The Nominating Committee
4
<PAGE> 8
will consider nominees recommended by the Company's stockholders. Stockholders
wishing to nominate a person for election to the Board of Directors must follow
the procedures described in the Company's By-laws.
The Board of Directors met six times in 1998. Each of the Committees,
except for the Project Share Committee and the Nominating Committee, met five
times in 1998. Neither the Project Share Committee nor the Nominating Committee
met in 1998. No director attended fewer than 75% of the total number of meetings
of the Board or of Committees of the Board on which he or she served during
1998.
Non-employee members of the Company's Board of Directors receive a $20,000
per year retainer, $1,500 for each Board meeting attended and $500 for attending
each meeting of Committees of the Board on which they serve, except for
Committee chairmen, who receive $1,000 per Committee meeting attended. Those
directors who are members of the Company's Scientific Board and who are not
Company employees also received in 1998 an annual consulting fee of $20,000,
$2,000 per day for Scientific Board meetings, and $500 per day for each full
working day spent in the Company's laboratories, except for the Chairman of the
Scientific Board whose annual consulting fee in 1998 was $75,000. Directors who
are not members of the Company's Scientific Board are eligible to participate in
the Company's 1985 Non-Qualified Stock Option Plan (the "1985 Plan"). In 1998,
James W. Stevens, Harold W. Buirkle and Roger H. Morley were each granted
options for the purchase of 30,000 shares of the Company's Common Stock under
the 1985 Plan. Directors who are members of the Scientific Board are eligible to
participate in the Company's 1987 Scientific Board Stock Option Plan (the "1987
Plan"). In 1998, Alexander G. Bearn and Kenneth Murray were each granted options
for the purchase of 30,000 shares of the Company's Common Stock under the 1987
Plan, and Phillip A. Sharp was granted an option for the purchase of 75,000
shares. Directors may defer all or part of their cash compensation pursuant to
the Company's Voluntary Board of Directors Savings Plan.
RATIFICATION OF THE SELECTION OF
INDEPENDENT ACCOUNTANTS
The Board of Directors has selected PricewaterhouseCoopers LLP, independent
accountants, to examine the financial statements of the Company for the year
ending December 31, 1999. PricewaterhouseCoopers examined the Company's
financial statements for the year ended December 31, 1998. If the stockholders
do not ratify the selection of PricewaterhouseCoopers as the Company's
independent accountants, the Board of Directors will reconsider its selection.
The Company expects that representatives of PricewaterhouseCoopers will attend
the Meeting, have the opportunity to make a statement if they so desire, and be
available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS RATIFICATION OF THE SELECTION OF
PRICEWATERHOUSECOOPERS AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 1999.
5
<PAGE> 9
SHARE OWNERSHIP
The following table sets forth information as of April 7, 1999 concerning
the ownership of Common Stock by each stockholder known by the Company to be the
beneficial owner of more than 5% of the Company's outstanding shares of Common
Stock, each current member of the Board of Directors, each of the executive
officers named in the Summary Compensation Table included in this Proxy
Statement and all current directors and executive officers as a group. Except as
otherwise noted, the persons or entities identified have sole voting and
investment power with respect to their shares.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
-------------------------
NAME AND ADDRESS** NUMBER(1) PERCENT(1)
------------------ --------- ----------
<S> <C> <C>
Alexander G. Bearn.......................................... 30,200(2) *
Alan Belzer................................................. 104,000(3) *
Harold W. Buirkle........................................... 161,500 *
Mary L. Good................................................ 20,000(3) *
Thomas F. Keller............................................ 20,400(4) *
Roger H. Morley............................................. 40,000(3) *
Kenneth Murray.............................................. 382,000(5) *
Phillip A. Sharp............................................ 458,000(6) *
Alan K. Simpson............................................. 9,320(7) *
James W. Stevens............................................ 152,000(8) *
James R. Tobin.............................................. 0 0
James L. Vincent............................................ 825,513(9) 1.09%
James C. Mullen............................................. 236,974(10) *
Joseph M. Davie............................................. 272,044(11) *
Irving H. Fox............................................... 13,236(12) *
Michael J. Astrue........................................... 108,922(13) *
All current executive officers and directors as a group (23
persons).................................................. 3,298,121(14) 4.26%
FMR Corp.................................................... 7,565,800(15) 10.6%
82 Devonshire St Boston, MA 02109
Neuberger Berman, LLC....................................... 4,156,665(16) 5.53%
605 Third Ave
New York, NY 10158-3698
</TABLE>
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* Represents beneficial ownership of less than 1% of the Company's
outstanding shares of Common Stock.
** Addresses are given only for beneficial owners of more than 5% of the
Company's outstanding shares of Common Stock.
(1) All references to options in these notes mean those options which are held
by the respective person on April 7, 1999 and which are exercisable on
April 7, 1999 or become exercisable on or before sixty days after April 7,
1999. The calculation of percentages is based upon the number of shares
issued and outstanding at April 7, 1999, plus shares subject to options
held by the respective person at April 7, 1999, which are exercisable on
April 7, 1999 or become exercisable on or before sixty days after April 7,
1999.
(2) Includes 30,000 shares which may be acquired pursuant to options.
(3) Represents shares which may be acquired pursuant to options.
6
<PAGE> 10
(4) Includes 20,000 shares which may be acquired pursuant to options. Shares
are held by a partnership of which Dr. Keller is a general partner.
(5) Includes 72,000 shares which may be acquired pursuant to options.
(6) Includes 102,000 shares which may be acquired pursuant to options.
(7) Includes 9,320 shares which may be acquired pursuant to options, and
includes option shares held by Mr. Simpson's wife.
(8) Includes 72,000 shares which may be acquired pursuant to options.
(9) Includes 792,500 shares which may be acquired pursuant to options. Certain
of the shares acquired upon exercise of such options are subject to
repurchase by the Company under certain circumstances. Includes 1,213
shares held under the Company's 401(k) plan.
(10) Includes 223,133 shares which may be acquired pursuant to options and 851
shares held under the Company's 401(k) plan.
(11) Includes 261,142 shares which may be acquired pursuant to options and 272
shares held under the Company's 401(k) plan.
(12) Includes 936 shares held under the Company's 401(k) plan.
(13) Includes 96,866 shares which may be acquired pursuant to options and 478
shares held under the Company's 401(k) plan.
(14) Includes 2,258,543 shares which may be acquired pursuant to options. Does
not include shares which may be purchased after March 1999 by executive
officers who are currently participants in the 1983 Employee Stock Purchase
Plan. Includes 8,250 shares held under the Company's 401(k) plan.
(15) FMR Corp. ("FMR") is a holding company. Fidelity Management & Research
Company ("Fidelity"), a wholly-owned subsidiary of FMR, is the beneficial
owner of 7,434,000 shares as a result of acting as an investment adviser to
several investment companies and as a result of acting as subadviser to
Fidelity American Special Situations Trust ("FASST"). Fidelity Management
Trust Company ("FMTC"), a wholly-owned subsidiary of FMR, is the beneficial
owner of 96,700 shares as a result of its serving as an investment manager
of institutional accounts. Also included are 36,000 shares held by Fidelity
International Limited ("FIL") as the result of its acting as an investment
advisor to several investment companies. The amount beneficially owned by
FIL includes 900 shares owned by FASST which are also included in the
amount reported as beneficially owned by Fidelity. FMR, Edward C. Johnson
3rd and Abigail P. Johnson, through their control of FMR, have sole power
to dispose of 7,433,100 of the shares beneficially owned by Fidelity and
all of the shares beneficially owned by FMTC and have sole power to vote
52,000 of the shares beneficially owned by FMTC. The power to vote the
shares beneficially owned by Fidelity resides with the funds' Board of
Trustees. Fidelity carries out the voting of the shares under written
guidelines established by the funds' Board of Trustees. FIL, FMR Corp,
through its control of Fidelity, and FASST each has sole power to vote and
to dispose of the 900 shares held by FASST. The above information was
reported on Schedule 13G as of January 7, 1999.
(16) Neuberger Berman, LLC and Neuberger Berman Management, Inc. serve as
sub-adviser and investment manager, respectively, of Neuberger Berman's
various mutual funds, and as such are deemed to be beneficial owners of the
shares held by the funds. Neuberger Berman has sole voting power over
2,775,200 of the shares, and shares dispositive power over all of the
shares. The above information was reported on a Schedule 13-G as of
February 5, 1999.
7
<PAGE> 11
EXECUTIVE COMPENSATION
The following table sets forth the compensation of those persons who served
as the Company's Chief Executive Officer in 1998 and the four other most highly
compensated executive officers (the "Named Executive Officers") during the three
fiscal years ended December 31, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------------------- ---------------
SHARES
NAME AND PRINCIPAL OTHER ANNUAL UNDERLYING ALL OTHER
POSITION(1) YEAR SALARY BONUS COMPENSATION(2) OPTIONS(#)(1) COMPENSATION(3)
- ------------------ ---- ------ ----- --------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
James L. Vincent,......... 1998 $1,014,000 $ 0 $ 0 60,000 $19,279
Chairman of the Board 1997 975,000 0 0 150,000 33,564
and Chief Executive
Officer 1996 860,000 750,000 0 0 31,167
James R. Tobin,........... 1998 634,998 540,000 21,626 220,000 4,602
Former President and 1997 573,575 400,000 43,447 240,000 5,355
Chief Executive Officer 1996 460,000 275,000 161,707 0 4,618
Joseph M. Davie........... 1998 329,992 80,000 0 10,000 8,530
Senior Vice President -- 1997 310,000 74,500 25,000 10,000 8,685
Research 1996 296,000 58,000 25,000 10,000 6,964
Irving H. Fox............. 1998 265,980 64,500 0 5,000 9,106
Former Vice President -- 1997 256,000 61,500 0 10,000 6,760
Medical Affairs 1996 246,500 66,500 35,000 10,000 6,032
James C. Mullen........... 1998 260,000 70,900 0 30,000 4,010
President and 1997 245,000 59,000 67,757 20,000 3,472
Chief Operating Officer 1996 216,500 64,000 0 20,000 3,137
Michael J. Astrue......... 1998 250,000 76,500 0 15,000 4,030
Vice President -- 1997 225,000 61,000 0 12,000 4,081
General Counsel 1996 210,000 53,000 19,818 10,000 3,667
</TABLE>
- ---------------
(1) Mr. Vincent became Chief Executive Officer in December 1998 after the
resignation of James R. Tobin. Mr. Vincent served as Chairman during all of
1998. Dr. Fox resigned as Vice President -- Medical Affairs in January 1999.
The options granted to Mr. Tobin and Dr. Fox in 1998 lapsed unvested upon
their respective resignations.
(2) Other Annual Compensation in 1998 for Mr. Tobin includes the portion of
payments made under a contingent bonus and mortgage loan forgiveness program
in connection with his hiring which became vested during the last fiscal
year in the amount of $21,626.
(3) All Other Compensation in 1998 for all of the named individuals includes the
dollar value of matching contributions made in shares of the Company's
Common Stock during the last fiscal year under the Company's 401(k) plan in
the amount of $2,400 for each of the named individuals, and matching amounts
of less than $100 per officer made by the Company under its non-qualified
Voluntary Executive Supplemental Savings Plan for compensation in excess of
the amount that may be taken into account under the 401(k) plan. All Other
Compensation also includes, for each of the named individuals, the dollar
value of premiums paid by the Company during the last fiscal year with
respect to term life insurance for their benefit under an executive life
insurance program in the amount of $16,779 for Mr. Vincent, $2,102 for Mr.
Tobin, $6,030 for Dr. Davie, $6,606 for Dr. Fox, $1,510 for Mr. Mullen and
$1,530 for Mr. Astrue.
8
<PAGE> 12
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information regarding options granted to the
Named Executive Officers in 1998.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
------------------------------------------------------ ANNUAL RATES OF
NUMBER OF % OF TOTAL STOCK PRICE
SHARES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED OPTION TERM(2)
OPTIONS TO EMPLOYEES EXERCISE EXPIRATION -------------------------
NAME GRANTED(1) IN FISCAL YEAR PRICE($/SH) DATE 5%($) 10%($)
---- ---------- -------------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
James L. Vincent.......... 60,000 4.05 $81.4688 12/11/08 $ 3,074,113 $ 7,790,409
James R. Tobin(3)......... 220,000 14.80 81.4688 12/11/08 11,271,746 28,564,834
Joseph M. Davie........... 10,000 0.67 81.4688 12/11/08 512,352 1,298,402
Irving H. Fox(3).......... 5,000 0.34 81.4688 12/11/08 256,176 649,201
James C. Mullen........... 30,000 2.02 81.4688 12/11/08 1,537,056 3,895,205
Michael J. Astrue......... 15,000 1.01 81.4688 12/11/08 768,528 1,947,602
</TABLE>
- ---------------
(1) All options listed were granted pursuant to the 1985 Plan at the market
price on the date of grant and have ten-year terms. All of the options,
except those granted to Mr. Vincent, vest annually in equal installments
over five years, commencing one year from the date of grant. The options
granted to Mr. Vincent are immediately exercisable, but the shares issuable
upon exercise of the options are subject to repurchase by the Company under
certain conditions and for a specified period.
(2) The potential realizable values for all stockholders at the assumed annual
rates of stock price appreciation of 5% and 10% would be $3,769,346,668 and
$9,552,270,167, respectively. These values assume increases in the value of
the shares of Common Stock outstanding at December 31, 1998 at the stated
percentages over a ten-year period from an initial value of $81.4688, the
average of the high and low sales prices of the Company's Common Stock on
December 31, 1998.
(3) The options granted to Mr. Tobin and Dr. Fox in 1998 lapsed unvested upon
their respective resignations from the Company.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUES
The following table sets forth information regarding options held by the
Named Executive Officers of the Company in 1998. The table does not reflect
transactions which have occurred to date in 1999.
<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT YEAR-END AT YEAR-END(1)
SHARES ACQUIRED VALUE ------------------------------ ------------------------------
NAME ON EXERCISE(#) REALIZED EXERCISABLE(2) UNEXERCISABLE EXERCISABLE(2) UNEXERCISABLE
---- --------------- ----------- -------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
James L. Vincent...... 0 $ 0 627,500 0 $30,187,942 $ 0
James R. Tobin(3)..... 0 0 560,142 849,858 31,830,984 32,030,508
Joseph M. Davie....... 0 0 361,142 168,858 24,451,138 10,416,388
Irving H. Fox(3)...... 47,000 2,560,145 147,000 44,000 9,075,556 2,067,964
James C. Mullen....... 20,000 517,560 223,133 103,867 13,978,668 3,903,703
Michael J. Astrue..... 0 0 136,866 77,134 8,938,983 3,648,410
</TABLE>
- ---------------
(1) The value of unexercised in-the-money options at year-end assumes a fair
market value for the Company's Common Stock of $81.4688, the average of the
high and low sales prices of the Company's Common Stock on December 31,
1998.
9
<PAGE> 13
(2) The options granted to Mr. Vincent are immediately exercisable, but the
shares issuable upon exercise of the options are subject to repurchase by
the Company under certain conditions and for a specified period.
(3) The options granted to Mr. Tobin and Dr. Fox in 1998 lapsed unvested upon
their respective resignations from the Company.
PENSION PLAN
The Company has a defined benefit pension plan in which all regular U.S.
employees participate as of the first day of the quarter following date of hire.
Benefits are expressed as cash balance accounts. At the end of each plan year,
the Company makes a contribution to the participant's account in the form of a
basic credit ranging from 2% to 15% of the participant's compensation during the
year depending on participant's age. In addition, a participant may receive a
supplemental credit equal to 3% (or the participant's basic credit percentage,
if less) of compensation during the year in excess of the participant's Social
Security covered compensation level. Account balances grow each year at a
specified rate of interest equal to the average of the One-Year Treasury Bill
(T-bill) rate for the prior year plus 1%. The plan's interest credit will not be
less than 5.25% nor more than 10%. A participant is eligible to retire and begin
receiving his or her vested benefit from the plan as early as age 55. The total
account balance is converted to a monthly pension at retirement. Alternatively,
a participant may elect to receive his or her account balance as a lump sum. For
1995 and earlier years, the benefit formula provided at different times varying
amounts of benefit accrual. A participant's vested interest in the plan is
subject to a graded vesting schedule based on years of service with Biogen and
fully vests after seven years of service.
The Company also maintains a Supplemental Executive Retirement Plan
("SERP"). The SERP provides benefits that, due to tax law limits, cannot be paid
from the qualified pension plan. For certain executive officers, the SERP also
preserves the level of retirement benefits provided under the pension plan's
benefit formula before its amendment effective in 1989 to comply with the Tax
Reform Act of 1986.
The following table shows estimated annual benefits payable upon normal
retirement (age 65) for life under the pension plan and the SERP. These
estimates assume that account balances will grow 7% each year, that an employee
will work for the Company until normal retirement age with no change from 1998
compensation, and that the participant's Social Security covered compensation
level will not change.
<TABLE>
<CAPTION>
YEARS OF SERVICE
CURRENT SALARY ----------------------------------------------------------
PLUS BONUS 15 20 25 30 35
-------------- -- -- -- -- --
<S> <C> <C> <C> <C> <C>
$ 300,000....................... $ 94,000 $131,000 $176,000 $231,000 $ 299,000
400,000....................... 128,000 178,000 239,000 315,000 409,000
500,000....................... 161,000 225,000 302,000 400,000 518,000
600,000....................... 194,000 271,000 365,000 484,000 628,000
700,000....................... 227,000 318,000 429,000 568,000 738,000
800,000....................... 260,000 365,000 492,000 652,000 847,000
900,000....................... 293,000 411,000 555,000 736,000 957,000
1,000,000....................... 326,000 458,000 618,000 820,000 1,067,000
1,100,000....................... 359,000 505,000 682,000 905,000 1,176,000
1,200,000....................... 393,000 551,000 745,000 989,000 1,286,000
1,300,000....................... 426,000 598,000 809,000 1,074,000 1,415,000
</TABLE>
The (i) current pensionable earnings (salary and bonus), (ii) current years
of service, and (iii) projected total service at age 65 are as follows for each
of the current executive officers named in the compensation and option tables:
Mr. Vincent ($1,014,000, 13.5 years, 19 years (projected)); Dr. Davie ($409,992,
6.0 years, 11.5 years (projected)); Mr. Mullen ($330,900, 10 years, 34 years
(projected)) and Mr. Astrue ($326,500,
10
<PAGE> 14
6 years, 28 years (projected). The 1998 pensionable earnings (salary and bonus)
and years of service as of date of resignation for Mr. Tobin and Dr. Fox are
$1,174,998, 5 years and $320,480, 9 years, respectively.
EMPLOYMENT ARRANGEMENTS WITH THE COMPANY AND CERTAIN TRANSACTIONS
Dr. Davie, Mr. Mullen and Mr. Astrue each has an employment agreement with
the Company under which he receives executive life insurance and tax preparation
services. The employment agreements for Dr. Davie, Mr. Mullen and Mr. Astrue
each further provides for compensation in the event of termination by the
Company, other than for cause, in the amount of base salary and certain medical
benefits, for twelve months or until alternative employment is obtained, if
earlier. The employment agreements for each of Dr. Davie, Mr. Mullen and Mr.
Astrue also provide for a specified target bonus each year. Mr. Vincent has an
employment agreement under which he receives term life, disability, and personal
liability insurance, personal income tax preparation and tax audit services. Mr.
Vincent's agreement was amended in 1996. Under Mr. Vincent's amended employment
agreement, in the event of a non-cause termination (whether by the Company or by
Mr. Vincent in certain circumstances, including following a change of control of
the Company), Mr. Vincent will be entitled to receive a payment equal to at
least 2.5 times and no more than 6.5 times his average annual cash compensation
for the three years preceding termination, depending upon the date of
termination. In the event of termination, under certain circumstances, Mr.
Vincent will be entitled to the continuation of certain benefits until age 65 as
well as continued service credit and possible accelerated payment under the
Company's SERP. Termination payments will be made together with the amount of
certain excise taxes imposed on the termination payments. The amended agreement
also includes a three-year non-competition provision and a two-year
non-solicitation provision.
In connection with the hiring of certain executives, the Company has
granted bonuses contingent upon the executive's continued employment over a
period of years. The Company has also, in the ordinary course of its business,
made loans to certain executive officers and other key employees in connection
with their hiring to facilitate their relocation to the area.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In 1998, the members of the Compensation and Management Resources
Committee, which determines cash remuneration and benefits for senior executives
and reviews executive development and succession, were Roger H. Morley,
(Chairman), Harold W. Buirkle, Phillip A. Sharp and James L. Vincent, the
Chairman of the Board and Chief Executive Officer of the Company.
JOINT REPORT ON COMPENSATION PHILOSOPHY
BY THE COMPENSATION AND MANAGEMENT
RESOURCES COMMITTEE AND STOCK AND
OPTION PLAN ADMINISTRATION COMMITTEE
Having attained its goal of moving from a development-stage company to a
fully-integrated pharmaceutical company, Biogen is now focused on achieving
continued growth and development. The Company's current strategy towards this
objective is to grow the worldwide market for its AVONEX(R) (Interferon Beta-1a)
product, develop drugs from its current pipeline, fill its pipeline so that
there are new drugs to bring to market in the future, continue to foster the
creative energies of the internal research group as a source of new development
programs, and do all of this in a financially responsible way so as to maximize
value for shareholders. The Company's achievements in 1998 reflect its efforts
toward fulfilling this strategy. These achievements included maintaining the
position of AVONEX(R) as the market leader in the United States multiple
sclerosis market, launching AVONEX(R) in several new geographic markets and
achieving market
11
<PAGE> 15
leadership with AVONEX(R) in several European countries, accelerating
development of the Company's clinical pipeline and reporting record revenues,
net income and earnings per share.
The goals that Biogen has set and the strategy it has adopted are
challenging. The Company's success in achieving its mission to date and the
magnitude of this success are due in large part to the Company's philosophy and
practice of recruiting, motivating and retaining senior executives with
demonstrated talent and managerial leadership skills typically gained from
successful experiences in positions of greater scope and responsibility in
pharmaceutical and other industry settings. A competitive compensation program
has been a crucial part of the Company's efforts. The Biogen executive
compensation program consists of three parts: base salary and benefits, annual
bonus and stock options. The Company's target for total compensation is to be
competitive with major biotechnology companies, generally those peer companies
with significant revenues and at least one product successfully developed and
marketed, and with pharmaceutical industry companies, on a size-adjusted basis.
In 1998, the total compensation package paid to executive officers, other than
the Chairman and Chief Executive Officer, was about average compared to the
major biotechnology companies with respect to cash compensation and the value of
stock options granted. Individual compensation decisions are made with reference
to progress toward goals tailored for Biogen's stage of development.
BASE SALARY AND BENEFITS
Company philosophy is to maintain executive base salary at a competitive
level sufficient to recruit individuals possessing the skills and values
necessary to achieve the Company's vision and mission over the long term.
Determinations of appropriate base salary levels and other compensation elements
are generally made through participation in a variety of industry surveys and
studies, as well as by monitoring developments in key industries such as the
pharmaceutical industry. Periodic adjustments in base salary relate to
competitive factors and to individual performance evaluated against
pre-established objectives. Executive officers are also entitled to participate
in benefit plans generally available to employees and receive executive life
insurance and other benefits as described elsewhere in this Proxy Statement.
ANNUAL BONUS
The Compensation and Management Resources Committee of the Board, in its
discretion, may award bonuses to executive officers, and the Company pays
bonuses based on each executive officer's achievement of his or her performance
goals. The intent of the annual bonus is to motivate and reward performance of
senior executives measured against distinct and clearly articulated goals and
also with a view to the competitive compensation practices of the biotechnology
industry. The goals vary with responsibilities and are based on individual
milestones rather than overall measures of the Company's performance. In 1998,
these goals included: expansion of AVONEX(R) sales into new geographic markets,
achievement of certain commercial milestones with respect to AVONEX(R), approval
of the Company's Research Triangle Park facility as a new site for the
manufacture of AVONEX(R), achievement of certain clinical milestones with
respect to the Company's key development-stage products, achievement of certain
research and development milestones with respect to the Company's product
pipeline and completion of key recruiting and strategic planning efforts.
STOCK OPTIONS
Stock options are a fundamental element in the total compensation program
because they emphasize long-term Company performance as measured by creation of
stockholder value and foster a community of interest between stockholders and
employees. Accordingly, the Company believes that the use of stock options is
preferable to other forms of stock compensation such as restricted stock.
Options are granted to all regular full-time employees, and particularly to key
employees likely to contribute significantly to the Company. In determining the
size of an option grant to an executive officer, the Company considers not only
competitive
12
<PAGE> 16
factors, changes in responsibility and the executive officer's achievement of
individual pre-established goals, but also the number and terms of options
previously granted to the officer. In addition, the Company usually makes a
significant grant of options when an executive officer joins the Company. The
size of option grants to executive officers is determined by the Stock and
Option Plan Administration Committee.
Options are granted, as a matter of Company policy, at 100% of the fair
market value on the date of grant. The Company generally awards options to
officers on employment and at regular intervals, but other awards may be made.
Some of the Company's stock option plans also provide for granting options to
members of the Board of Directors and the Scientific Board. Options granted to
employees generally vest over periods ranging from five to seven years after
grant.
CEO COMPENSATION
The compensation of Biogen's Chief Executive Officer reflects the Company's
general compensation philosophy. James R. Tobin was Chief Executive Officer of
the Company until December 1998. He was succeeded by James L. Vincent who is
also the Chairman of the Board. Mr. Tobin's compensation in 1998 was not
formula-based but rather was determined by the Compensation and Management
Resources Committee and the Stock and Option Plan Administration Committee based
on the Committees' assessment of Mr. Tobin's performance and review of data
showing the compensation of Mr. Tobin's peers in the pharmaceutical industry.
Mr. Tobin's performance was evaluated by the Committees by considering various
factors, including the breadth of Mr. Tobin's responsibilities and progress made
by the Company toward its goals as measured by the Committees' assessment of the
performance of the key departments. In 1998, the Company's progress and the
quality of Mr. Tobin's performance were reflected in the Company's various
achievements. These achievements included maintaining the position of AVONEX(R)
as the market leader in the multiple sclerosis market in the United States,
achieving market leadership with AVONEX(R) in certain European countries, the
launching of AVONEX(R) in several new geographic markets, progress on early
stage clinical trials of several key development-stage products, and reporting
record revenues, net income and earnings per share.
In determining whether to grant Mr. Tobin options, the Compensation and
Management Resources Committee and the Stock and Option Plan Administration
Committee considered not only competitive factors and Mr. Tobin's performance,
but also the number and terms of options previously granted. Options were
granted to Mr. Tobin in 1998 in recognition of his performance. The options
granted to Mr. Tobin in 1998 lapsed unvested when he resigned in December 1998.
IMPACT OF INTERNAL REVENUE CODE SECTION 162(M)
Internal Revenue Code Section 162(m) ("Section 162(m)") precludes a public
corporation from taking a deduction for compensation in excess of $1 million
paid to its chief executive officer or any of its four other highest paid
officers. Certain income is not subject to the limit. As a result, the Company
was able to fully deduct compensation paid to its executive officers in 1998. At
such time as this provision would affect the Company, the Board and Committees
will assess the practical effect on executive compensation and determine what
action, if any, is appropriate while maintaining the discretion to compensate
its executive officers in a manner consistent with the Company's compensation
policies without regard to deductibility.
13
<PAGE> 17
COMMITTEES' ROLES
The stock option plans for senior executives are administered by the Stock
and Option Plan Administration Committee (consisting of Messrs. Morley and
Buirkle) of the Board of Directors. Other compensation decisions for senior
executives are made by the Compensation and Management Resources Committee or,
in the case of the Chief Executive Officer, by the Board based on
recommendations from that Committee.
Roger H. Morley, Chairman,
Compensation and Management Resources
Committee
Harold W. Buirkle
Phillip A. Sharp
James L. Vincent
SECTION 16(A) -- BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company's officers, directors and greater-than-ten-percent stockholders
are required to file reports of ownership and change of ownership with the
Securities and Exchange Commission under the Securities Exchange Act of 1934.
Based solely on information provided to the Company by the individual directors
and officers, the Company believes that, during the fiscal year ended December
31, 1998, all such parties complied with all applicable filing requirements
except for late reporting of the following transactions: (i) re-sent filings for
Harold Buirkle, Kenneth Murray, Alexander Bearn and Roger Morley to address a
legibility problem in faxed copies sent in October 1998, (ii) an amended filing
for Frank Burke showing an additional transaction in August 1998, (iii) late
filings for Harold Buirkle (option exercise) in December 1998, Joseph M. Davie
(purchase in July 1998) and Alexander Bearn (exercise and sale transactions in
April and October of 1998), (iv) a late filing of Form 3 for Michael Bonney upon
his becoming an executive officer.
14
<PAGE> 18
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the Company's
cumulative total shareholder return on its Common Stock during a period
commencing on December 31, 1993 and ending December 31, 1998 (as measured by
dividing (i) the sum of (A) the cumulative amount of dividends for the
measurement period, assuming dividend reinvestment, and (B) the difference
between the Company's share price at the end and the beginning of the period; by
(ii) the share price at the beginning of the period) with the cumulative return
of the Standard & Poor's 500 Stock Index and the NASDAQ Pharmaceutical Stocks
Total Return Index. The NASDAQ Pharmaceutical Stocks Total Return Index, which
is calculated and supplied by NASDAQ, represents all companies trading on NASDAQ
under the Standard Industrial Classification (SIC) Code for pharmaceutical,
including biotechnology, companies. Biogen has not paid dividends, and no
dividends are included in the representation of the Company's performance. The
share prices have been adjusted to reflect a two-for-one stock split effected by
the Company in November 1996. The stock price performance on the graph below is
not necessarily indicative of future price performance.
<TABLE>
<CAPTION>
NASDQ
Pharmaceutical
Biogen Index S&P 500
<S> <C> <C> <C>
"1993" 100.0 100.0 100.0
"1994" 104.7 75.3 101.4
"1995" 154.2 138.0 139.5
"1996" 194.3 138.5 172.0
"1997" 182.4 143.0 229.6
"1998" 416.2 183.0 295.7
</TABLE>
15
<PAGE> 19
AMENDMENT TO INCREASE NUMBER OF SHARES
OF AUTHORIZED COMMON STOCK
On February 19, 1999, the Board of Directors unanimously approved, and is
recommending to the stockholders for approval at the Meeting, an amendment to
the Company's Articles of Organization to increase the number of shares of
authorized Common Stock, $.01 par value per share, from 110,000,000 shares to
375,000,000 shares. If approved, the additional shares would be part of the
existing class of Common Stock and, if and when issued, would have the same
rights and privileges as the shares of Common Stock presently issued and
outstanding.
PURPOSE
The principal purpose of the proposed amendment to the Articles of
Organization is to create a sufficient reserve of shares of Common Stock to
accomplish a proposed two-for-one stock split in the form of a stock dividend
which was approved by the Board of Directors on April 16, 1999, subject to
stockholders approval of this amendment, and to provide the Company with
adequate flexibility in the future. If the amendment is approved, the newly
authorized shares will be available for issuance by the Board of Directors,
without further stockholder approval (except as may be required in a specific
case by law or by NASDAQ stock market rules), to effect the stock split and for
any other proper corporate purpose, which may include additional stock splits,
issuance of shares pursuant to any options, warrants or other rights which may
be issued in the future, issuance of shares in a public or private offering or
issuance of shares in a strategic alliance, joint venture, corporate acquisition
or an acquisition of property. The proposed amendment would give the Board of
Directors the flexibility to act promptly when it determines that issuance of
additional shares is in the best interest of the Company. The Board believes
that it is prudent to have this flexibility. Except for the proposed two-for-one
stock split to be effected in the form of a stock dividend, the Company
currently has no arrangements or understandings with respect to the issuance of
additional shares other than for corporate transactions in the ordinary course
of business and pursuant to the Company's stock option and other employee
benefit plans. As of April 7, 1999, 75,217,958 shares of Common Stock were
issued and outstanding and an aggregate of 11,678,157 shares of Common Stock
were reserved for issuance under the Company's stock option and other employee
benefit plans.
STOCK SPLIT
Since the Company does not currently have an adequate reserve of shares to
effect the proposed stock split, the stock split cannot occur unless
stockholders approve the proposed amendment to the Company's Articles of
Organization. The Company believes that the proposed stock split is in the best
interest of all stockholders because it will have the effect of placing the
market price of the Company's Common Stock in a range more attractive to
investors, particularly individuals. If the proposed amendment is adopted, the
stock split will be effected by distributing to each stockholder of record at
the close of business on June 11, 1999, a stock dividend of one share of the
Company's Common Stock for each share held, payable on June 25, 1999. The
Company's Common Stock is listed for trading on the NASDAQ stock market, and the
Company will apply for listing on NASDAQ of the additional shares to be issued
in connection with the stock split. Appropriate adjustment will also be made to
the Company's stock option and other stock-based employee benefit plans to
account for the stock split.
EFFECT
Issuance of additional shares of Common Stock may, under certain
circumstances, have a dilutive effect on existing stockholders. The holders of
Common Stock of the Company are not entitled to preemptive rights or cumulative
voting. While the proposed increase in the number of authorized shares of Common
Stock is
16
<PAGE> 20
not intended to inhibit a change of control of the Company, the availability of
additional shares for issuance could discourage, or make more difficult, efforts
to obtain control of the Company. For example, the issuance of shares of Common
Stock could possibly dilute the interest of a party interested in obtaining
control of the Company or place shares in the hands of a party adverse to a
change of control. The Company is not aware of any pending or threatened efforts
to acquire control of the Company.
VOTE
The affirmative vote of a majority of the outstanding shares entitled to
vote at the Meeting is required to approve an amendment to the Articles of
Organization. The Board of Directors believes that the amendment is advisable.
THE BOARD OF DIRECTORS RECOMMENDS APPROVAL OF THE AMENDMENT TO THE COMPANY'S
ARTICLES OF ORGANIZATION TO INCREASE THE NUMBER OF SHARES OF AUTHORIZED COMMON
STOCK FROM 110,000,000 SHARES TO 375,000,000 SHARES.
MISCELLANEOUS
PROPOSALS OF STOCKHOLDERS
To be included in the Company's proxy statement for consideration at the
Annual Meeting of Stockholders to be held in 2000, stockholder proposals must be
received by the Company, marked for the attention of the "Vice President-General
Counsel," not later than January 24, 2000. The Company's By-laws provide that
stockholders desiring to nominate persons for election to the Board of Directors
or to bring any other business before the stockholders at an annual meeting must
notify the Clerk of the Company in writing not less than 60 days, but not more
than 90 days, prior to the meeting. If, however, the Company gives less than 70
days' notice or prior public disclosure of the date of the meeting, a
stockholder's notice to be timely must be received by the tenth day following
the date on which notice or public disclosure of the date of the meeting is made
to stockholders.
SOLICITATION AND VOTING OF PROXIES
The proxy accompanying this Proxy Statement is solicited by the Board of
Directors of the Company. Directors, officers and other employees of the Company
may also solicit proxies by telephone, telegram, fax and personal solicitation.
No additional compensation will be paid to any Director, officer or employee for
such solicitation. The cost of soliciting proxies, including expenses in
connection with preparing and mailing this Proxy Statement, will be borne by the
Company. The Company will reimburse brokerage firms and other persons
representing beneficial owners of the Company's Common Stock for their expenses
in forwarding proxy material to such beneficial owners. The Company has hired
D.F. King & Co., Inc. to act as its proxy solicitation agent for the Meeting at
a cost of approximately $5,000.
Stockholders of record on April 15, 1999 will be entitled to vote at the
meeting on the basis of one vote for each share held. If a stockholder specifies
a choice on the proxy as to how his or her shares are to be voted on a
particular matter, the shares will be voted accordingly. Unless authority to
vote for any of the proposals is withheld, the shares represented by the
enclosed proxy will be voted for such proposals. With respect to the matters to
be acted on at the Meeting, abstentions and broker non-votes will neither count
for nor against the proposal to be voted upon. For all proposals, abstentions
and broker non-votes will be counted toward determination of a quorum.
INCORPORATION BY REFERENCE
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the securities laws that might incorporate future
filings, including this Proxy Statement, in whole or in part, the reports of the
compensation and stock option committees and the performance graph included in
this Proxy Statement shall not be incorporated by reference into any such
filings.
17
<PAGE> 21
OTHER MATTERS
The Board of Directors knows of no other business which will be presented
to the Meeting. If other business is properly brought before the Meeting,
proxies in the enclosed form will be voted in accordance with the judgment of
the persons voting the proxies.
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, YOU ARE URGED TO
FILL OUT, SIGN, DATE AND RETURN THE ENCLOSED PROXY AT YOUR EARLIEST CONVENIENCE.
By order of the Board of Directors:
/s/ Michael J. Astrue
Michael J. Astrue
Clerk
Cambridge, Massachusetts
May 7, 1999
18
<PAGE> 22
BIOGEN, INC.
PROXY SOLICITED BY
THE BOARD OF DIRECTORS OF BIOGEN, INC.
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 11, 1999
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Stockholders and Proxy Statement, dated May 7, 1999, and does hereby appoint
James L. Vincent, James C. Mullen, and Michael J. Astrue, and each of them,
proxies of the undersigned with all the powers the undersigned would possess if
personally present and with full power of substitution in each of them, to
appear and vote all shares of Common Stock of Biogen, Inc., a Massachusetts
corporation, which the undersigned would be entitled to vote if personally
present at the Annual Meeting of Stockholders to be held on June 11, 1999 at
10:00 a.m. at the Company's offices located at 12 Cambridge Center,
Cambridge, MA 02142.
The shares represented hereby will be voted as directed herein. IN EACH
CASE IF NO DIRECTION IS INDICATED, SUCH SHARES WILL BE VOTED FOR THE ELECTION OF
EACH OF THE NAMED NOMINEES AS A DIRECTOR AND FOR PROPOSALS 2 AND 3 BELOW. AS TO
ANY OTHER MATTER, SAID PROXY HOLDERS WILL VOTE IN ACCORDANCE WITH THEIR BEST
JUDGMENT. THIS PROXY MAY BE REVOKED IN WRITING AT ANY TIME PRIOR TO THE VOTING
THEREOF.
PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please date and sign exactly as name appears on this card. Joint owners should
each sign. Please give full title when signing as executor, administrator,
trustee, attorney, guardian for a minor, etc. Signatures for corporations and
partnerships should be in the corporate or firm name by a duly authorized
person.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_________________________ _________________________
_________________________ _________________________
_________________________ _________________________
<PAGE> 23
X PLEASE MARK VOTES AS IN THIS EXAMPLE
- ---
1. Election of Directors
/ / FOR nominees listed below / / WITHHOLD AUTHORITY / / FOR ALL EXCEPT
NOMINEES: Thomas F. Keller, Roger H. Morley, James C. Mullen, Phillip A. Sharp
for a three- year term ending at the Annual Meeting of Stockholders in 2002 and
until their successors are duly elected and qualified or their earlier
resignation or removal.
Note: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining nominee(s).
2. To ratify the selection by the Company's Board of Directors of
PricewaterhouseCoopers LLP as the Company's independent accountants for the
fiscal year ending December 31, 1999.
/ / FOR / / AGAINST / / ABSTAIN
3. To approve an amendment to the Company's Articles of Organization to increase
the number of authorized shares of Common Stock from 110,000,000 shares to
375,000,000 shares.
/ / FOR / / AGAINST / / ABSTAIN
In their discretion, the proxies are also authorized to vote upon such other
matters as may properly come before the meeting.
MARK MARK HERE
HERE FOR IF YOU PLAN
ADDRESS / / TO ATTEND / /
CHANGE THE MEETING
Record date shares:
Please be sure to sign and date this Proxy.
Date: ___________________________, 1999
_______________________________________
Signature
_______________________________________
Signature
