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:
Preliminary Proxy Statement
X Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to section 14a-11(c) or section 14a-12
Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
Immunomedics, Inc.
_________________________________________________________________
(Name of Registrant as Specified In Its Charter)
_______________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
X $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
$500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
IMMUNOMEDICS, INC.
300 American Road
Morris Plains, New Jersey 07950
____________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
____________________
November 8, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stock-
holders of IMMUNOMEDICS, INC. (the "Company") will be held at the
Company's offices at 300 American Road, Morris Plains, New Jersey 07950,
on Wednesday, November 8, 1995, at 10:00 a.m., for the following purposes:
1. To elect seven Directors;
2. To ratify the selection of KPMG Peat Marwick LLP as the
Company's independent auditors for the fiscal year ending
June 30, 1996; and
3. To transact such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on October 3,
1995 as the record date for determining all stockholders entitled to receive
notice of the Annual Meeting and to vote at such meeting or any adjournment
or adjournments thereof.
The Board of Directors appreciates and welcomes stockholder
participation in the Company's affairs. Whether or not you plan to attend the
Annual Meeting, please vote by completing, signing and dating the enclosed
proxy and returning it promptly to the Company in the enclosed self-addressed,
postage-prepaid envelope. If you attend the meeting, you may revoke your
proxy and vote your shares in person.
By Order of the Board of Directors,
AMY FACTOR,
Secretary
October 10, 1995
<PAGE>
IMMUNOMEDICS, INC.
300 American Road
Morris Plains, New Jersey 07950
_______________________
PROXY STATEMENT
_______________________
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 8, 1995
General Information
This Proxy Statement is furnished to the stockholders of Immuno-
medics, Inc., a Delaware corporation (the "Company"), in connection with
the solicitation of proxies by the Board of Directors of the Company (the
"Board of Directors") for use at the Annual Meeting of Stockholders of the
Company to be held on November 8, 1995, and any adjournment or
adjournments thereof (the "Annual Meeting"). A copy of the notice of
meeting, the Company's Annual Report for the fiscal year ended June 30,
1995 and form of proxy accompany this Proxy Statement and are being sent
to stockholders on or about October 10, 1995.
Only stockholders of record at the close of business on October 3,
1995, the record date for the Annual Meeting, will be entitled to notice of
and to vote at the Annual Meeting. On the record date, there were issued and
outstanding 32,727,749 shares of the Company's Common Stock, par value
$.01 per share (the "Common Stock"). Each share of Common Stock entitles
the holder to one vote with respect to each of the matters to be voted upon
at the Annual Meeting. The Common Stock is the only class of outstanding
securities of the Company entitled to vote at the Annual Meeting.
Presence in person or by proxy of the holders of 16,363,875 shares of
Common Stock will constitute a quorum at the Annual Meeting. Assuming
a quorum is present, the affirmative vote of the holders of at least a majority
of votes present and entitled to be cast at the Annual Meeting is required for
(i) the election of Directors, (ii) the ratification of the selection of KPMG
Peat Marwick LLP as independent auditors for the current fiscal year, and
(iii) except as otherwise required by Delaware Law or the Company's
Certificate of Incorporation, any other matters that properly come before the
meeting.
If a proxy in the accompanying form is properly executed and
returned, the shares represented thereby will be voted as instructed in the
proxy. If no instructions are given, the persons named in the proxy intend to
vote in favor of the nominees for election as Directors as set forth below, and
in favor of the ratification of the selection of KPMG Peat Marwick LLP as
independent auditors for the current fiscal year.
Each proxy granted may be revoked by the person granting it at any
time (i) by giving written notice to such effect to the Secretary of the
Company, (ii) by execution and delivery of a proxy bearing a later date, or
(iii) by attendance and voting in person at the Annual Meeting; except as to
any matter upon which, prior to such revocation, a vote shall have been cast
pursuant to the authority conferred by such proxy. The mere presence at the
Annual Meeting of a person appointing a proxy does not revoke the
appointment.
<PAGE>
ELECTION OF DIRECTORS
Nominees
The Certificate of Incorporation of the Company provides that the
number of Directors of the Company shall be fixed by resolution of the Board
of Directors. Such number currently has been fixed at seven persons. At the
Annual Meeting, seven persons will be elected to the Board of Directors to
serve until the next annual meeting and until their successors have been
elected and qualify. The persons named as proxies in the accompanying
proxy intend to vote FOR these nominees of the Board of Directors or, if any
of the nominees should be unable to serve, for such substitute nominee(s) as
the Board of Directors then may propose.
The following table sets forth information about the nominees, each
of whom is currently serving as a Director of the Company.
Year First
Elected to
Positions Board of
Name Age with the Company Directors
- ----------------------- --- ----------------------- ----------
David M. Goldenberg 57 Chairman of the Board, 1982
Chief Executive Officer,
Director (1)
Albert D. Angel 58 Director (3)(5) 1993
A. E. Cohen 59 Director (1)(3)(6) 1992
Marvin E. Jaffe 59 Director (2)(5) 1994
Richard R. Pivirotto 65 Director (2)(4)(6) 1991
Warren W. Rosenthal 72 Director (2)(3)(4)(6) 1983
Richard C. Williams 52 Director (1)(2)(3)(4)(5) 1993
________________
(1) Executive Committee member
(2) Audit Committee member
(3) Compensation Committee member
(4) Finance Committee member
(5) Research Review Committee member
(6) Governance and Nominating Committee member
_______________________
Each current Director was elected as such at the Annual Meeting
held on November 2, 1994. No family relationship exists among the
Directors of the Company or between any of such persons and the executive
officers of the Company.
Dr. David M. Goldenberg was the founder of the Company in July
1982 and, since that time, has been Chairman of the Board of the Company.
Dr. Goldenberg has served as Chief Executive Officer since February 1994
and also served as Chief Executive Officer of the Company from July 1982
through July 1992. Dr. Goldenberg was Professor of Pathology at the
University of Kentucky Medical Center from 1973 until 1983 and Director
of such University's Division of Experimental Pathology from 1976 until
1983. From 1975 to 1980, he also served as Executive Director of the
<PAGE>
Ephraim McDowell Community Cancer Network, Inc., and from 1978 to
1980 he was President of the Ephraim McDowell Cancer Research
Foundation, Inc., both in Lexington, Kentucky. Dr. Goldenberg is a graduate
of the University of Chicago College and Division of Biological Sciences
(S.B.), the University of Erlangen-Nuremberg (Germany) Faculty of Natural
Sciences (Sc.D.), and the University of Heidelberg (Germany) School of
Medicine (M.D.). He has written or co-authored more than 800 articles, book
chapters and abstracts on cancer research, detection and treatment, and has
researched and written extensively in the area of radioimmunodetection using
radiolabeled antibodies. In addition to his employment with the Company,
Dr. Goldenberg is President of The Center for Molecular Medicine and
Immunology ("CMMI"), an independent not-for-profit research center, and
its clinical unit, the Garden State Cancer Center. He also holds the positions
of Adjunct Professor of Surgery with The University of Medicine and
Dentistry of New Jersey, (New Jersey Medical School), and Adjunct
Professor of Microbiology and Immunology with the New York Medical
College in Valhalla, N.Y. In 1985 and again in 1992, Dr. Goldenberg
received an "Outstanding Investigator" grant award from the National Cancer
Institute for his work in radioimmunodetection and, in 1986, he received the
New Jersey Pride Award in Science and Technology. Dr. Goldenberg was
honored as the ninth Herz Lecturer of the Tel Aviv University Faculty of Life
Sciences. In addition, Dr. Goldenberg received the 1991 Mayneord 3M
Award and Lectureship of the British Institute of Radiology for his
contributions to the development of radiolabeled monocolonal antibodies
used in the imaging and treatment of cancer. He was also named the co-recipient
of the 1994 Abbott Award by the International Society for
Oncodevelopmental Biology and Medicine.
Albert D. Angel is currently President of Angel Consulting, a
management consulting firm in Short Hills, New Jersey, and serves on the
Board of Directors of Medco Research, a company focused on developing
products for cardiovascular diseases and for cancer diagnosis and treatment.
He is a former President of The Merck Company Foundation and was also
Vice President, Public Affairs, of Merck & Co., Inc. from September 1985
until December 1993. Mr. Angel joined Merck in 1967, serving initially in
various legal counsel positions and later as Vice President of Merck Sharp &
Dohme-Europe. Prior to joining Merck, Mr. Angel was an attorney at
Hughes Hubbard Blair & Reed, and received his LL.B. from Yale Law
School in 1960.
A. E. Cohen held several key managerial positions during his 34-year
career with Merck & Co., Inc., including President of Merck Sharp & Dohme
International through 1988, and Senior Vice President of Merck & Co., Inc.
until January 1992. Mr. Cohen also serves as a Director of Akzo Nobel
N.V., a Netherlands conglomerate, Agouron Pharmaceuticals, Inc., a
biotechnology company developing cancer therapy products, Teva
Pharmaceutical Industries, Ltd., an international pharmaceutical company,
Fountain Pharmaceuticals, Inc., a pharmaceutical company developing
unique drug delivery systems, Vasomedical, Inc., a biomedical research and
development company, MacroChem Corporation, a biotechnology company
developing and licensing transdermal drug-delivery compounds,
Neurobiological Technologies, Inc., an emerging pharmaceutical research
and development company, and OncoRx, Inc., a company engaged in the
research and development of products for the treatment of cancer and
cancer-related disorders.
<PAGE>
Dr. Marvin E. Jaffe is a consultant to the health care industry. From
August 1988 until March 1994 he was president of the RW Johnson
Pharmaceutical Research Institute, where he was responsible for the global
research and development activities of a group of Johnson & Johnson
companies including Ortho and McNeil Pharmaceutical, Ortho Biotech and
Cilag. Prior to joining Johnson & Johnson, Dr. Jaffe held senior positions in
drug development at Merck & Co., Inc. He also serves as a Director of
Chiroscience, plc., a pharmaceutical company developing chemical isomers.
Richard R. Pivirotto is currently the President of Richard R. Pivirotto
Company, Inc., a management consulting firm in Greenwich, Connecticut.
Prior thereto, until 1981, Mr. Pivirotto had served as President and Chairman
of Associated Dry Goods Corp., a chain of retail department stores, of which
he also served as a Director until 1986. Mr. Pivirotto also serves as a
member of the Board of Directors of General American Investors Company,
Inc., the Gillette Company, The New York Life Insurance Company and
Westinghouse Electric Corp. Mr. Pivirotto serves as Chairman and Trustee
of Greenwich Hospital Corp., a Trustee Emeritus of Princeton University, as
well as a Trustee of General Theological Seminary. Mr. Pivirotto was a
Trustee of The Center for Molecular Medicine and Immunology from
September 1989 until October 1991.
Warren W. Rosenthal has been a private investor since 1989. Mr.
Rosenthal was Chairman of the Board of Directors of Jerrico, Inc., a food
service company, for more than five years prior thereto. Mr. Rosenthal is a
Director of KU Energy Corporation and Studio Plus, Inc.
Richard C. Williams is the President and Chief Executive Officer of
Conner-Thoele Limited, a financial and strategic advisory firm serving the
health care and pharmaceutical industries, and is Chairman of the Board of
Medco Research, a company focused on developing products for
cardiovascular diseases and for cancer diagnosis and treatment. He also
serves on the Advisory Board of Amoco Technology Center. In addition to
other positions, Mr. Williams served as Chief Financial Officer of Erbamont,
N.V. from November 1983 until February 1989, and prior thereto served as
Vice President of Finance at Abbott International, Ltd.
The Board of Directors recommends that stockholders vote FOR the
election of each of the nominees named herein.
Additional Information with respect to the Board of Directors and its
Committees
During the fiscal year ended June 30, 1995, the Board of Directors
met fifteen times. There are six standing committees of the Board of
Directors which are described below. During the fiscal year ended June 30,
1995, each Director attended at least 80 % of the aggregate of (i) all Board
meetings, and (ii) all Committee meetings of which he was a member.
The Executive Committee has all the power and authority to act on
behalf of the Board of Directors, to the extent permitted under Delaware law,
in all matters not designated to other committees. Principal functions of the
other standing committees of the Board of Directors are summarized below:
<PAGE>
The Audit Committee reviews the audited financial statements of the
Company, reviews with the Company's independent auditors the scope and
results of the audit engagement and recommends to the Board of Directors
the employment and termination of such auditors. During the fiscal year
ended June 30, 1995, the Audit Committee held five meetings.
The Compensation Committee administers and interprets the
Company's 1983 and 1992 Stock Option Plans, approves options granted
thereunder and reviews standards and policies for compensation and fringe
benefit programs for the Company's employees (see "Executive
Compensation and Certain Relationships"). During the fiscal year ended June
30, 1995, the Compensation Committee held six meetings.
The Finance Committee investigates new sources of capital and
oversees decisions regarding investment of the Company's funds. During the
fiscal year ended June 30, 1995, the Finance Committee held four meetings.
The Research Review Committee reviews research initiatives of the
Company and administers the Company's obligations under an agreement
with CMMI concerning the allocation of research projects. During the fiscal
year ended June 30, 1995, the Research Review Committee held four
meetings.
The Governance and Nominating Committee considers and
recommends to the Board of Directors candidates for nomination to the
Board of Directors. During the fiscal year ended June 30, 1995, the
Governance and Nominating Committee held one meeting.
The Company pays each of its non-employee Directors an annual fee
of $5,000, plus a per diem allowance of $1,000 for attendance at meetings
and committees thereof, and $500 per telephone conference. Directors are
also reimbursed for their out-of-pocket expenses incurred in attending such
meetings. In addition, in accordance with the terms of the Company's 1992
Stock Option Plan, each non-employee Director receives an annual option on
the first business day in July 1 to purchase 10,000 shares of the Company's
Common Stock at the then-prevailing market price. Mr. Angel and Dr. Jaffe
were also retained as consultants by the Company during fiscal year 1995 and
were paid quarterly fees of $1,250 plus a per-diem of $1,000. Mr. Angel was
paid a total of $9,750 and Dr. Jaffe $5,750 for services rendered during
fiscal year 1995.
Compliance with Section 16(a) of the Exchange Act
Dr. Marvin E. Jaffe, a Director of the Company, inadvertently filed
a delinquent Form 3 upon becoming a Director in July 1994 and was late in
filing his Form 5 for fiscal year 1995 reporting the grant of options.
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of October 3, 1995, information
regarding the beneficial ownership of the Company's Common Stock (i) by
each Director, (ii) by each Executive Officer listed in the Summary
Compensation Table, (iii) by all Directors and current Executive Officers as
a group (eleven persons), and (iv) by each person or group known by the
Company to own beneficially in excess of five percent of the Common Stock:
Number of Shares Percent of
Name(1) of Common Stock Class
______________________________ ________________ __________
David M. Goldenberg 12,647,904(2) 38.6%
Albert D. Angel 7,500(3) *
A. E. Cohen 46,500(4) *
Marvin E. Jaffe 2,700(3) *
Richard R. Pivirotto 55,000(3) *
Warren W. Rosenthal 258,020(5) *
Richard C. Williams 7,500(3) *
Amy Factor 42,500(3) *
Hans J. Hansen 3,750(3) *
Carl M. Pinsky 50,000(3) *
David M. Stack 0(7) --
Hildegard Goldenberg 1,681,500(8) 5.1%
Deborah Goldenberg 2,344,784(9) 7.2%
Eva Goldenberg 2,344,784(8) 7.2%
All Directors and Executive
Officers as a group 13,121,374(10) 39.6%
(1) Unless otherwise noted, the stockholders identified in this table have
sole voting and investment power. The address of each stockholder (other
than Hildegard Goldenberg) is c/o Immunomedics, Inc., 300 American Road,
Morris Plains, New Jersey 07950. All information in the table is based
upon reports filed by such persons with the Securities and Exchange
Commission and the Company and upon questionnaires submitted by such
persons to the Company in connection with the preparation of this Proxy
Statement.
(2) Consists of 8,671,412 shares held by Dr. Goldenberg, 307,692 shares held
by the David M. Goldenberg 1989 Trust Agreement, 200,000 shares held by
Escalon Corp., a company wholly-owned by Dr. Goldenberg, Hildegard
Goldenberg and certain family members ("Escalon"), and 3,468,800 shares
as to which Dr. Goldenberg has the right to vote pursuant to a power of
attorney (see note 8 below).
(3) Represents shares which may be acquired upon the exercise of options
which are presently exercisable or will become exercisable within 60 days
of the date hereof (see "Executive Compensation and Certain
Relationships").
(4) Includes 45,000 shares which may be acquired upon the exercise of
options which are presently exercisable or will become exercisable within
60 days of the date hereof (see "Executive Compensation and Certain
Relationships").
<PAGE>
(5) Includes 2,500 shares which may be acquired upon the exercise of
options which are presently exercisable or will become exercisable within
60 days of the date hereof (see "Executive Compensation and Certain
Relationships").
(6) Includes 197,000 shares which may be acquired upon the exercise of
options which are presently exercisable or will become exercisable within
60 days of the date hereof (see "Executive Compensation and Certain
Relationships").
(7) Mr. Stack was Vice President, Business Development and Marketing,
until May 5, 1995.
(8) Consists of 1,173,808 shares held by Hildegard Goldenberg, 864,700
shares held by Mrs. Goldenberg as custodian under the Uniform Gifts to
Minors Act for the benefit of her minor child, 307,692 shares held by
the Hildegard Goldenberg 1989 Trust Agreement, and 200,000 shares held
by Escalon. Ms. Goldenberg's address is 55 Talbot Ct., Short Hills,
NJ 07078.
(9) Consists of 874,700 shares held directly, 615,384 shares held by the
David M. Goldenberg 1989 Trust Agreement and the Hildegard Goldenberg
1989 Trust Agreement, of which trusts Deborah Goldenberg and Eva
Goldenberg are trustees, 854,700 shares held by Deborah Goldenberg and
Eva Goldenberg as trustees under trust for the benefit of Denis C.
Goldenberg. Deborah and Eva Goldenberg have each signed a power of
attorney granting Dr. Goldenberg the right to vote the shares held by
them in their individual capapcity.
(10) Includes 410,750 shares which may be acquired upon the exercise of
options which are presently exercisable or will become exercisable
within 60 days of the date hereof..
(*) Less than 1%.
The Company does not know of any arrangements, including a pledge
by any person of securities of the Company, the operation of which at a
subsequent date may result in a change in control of the Company.
EXECUTIVE COMPENSATION AND CERTAIN RELATIONSHIPS
Compensation Committee Report
The material in this report and in the performance graph is not
soliciting material, is not deemed filed with the SEC and is not incorporated
by reference in any filing of the Company under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended, whether
made before or after the date of this Proxy Statement and irrespective of any
general incorporation language in such filing.
<PAGE>
Compensation Committee Responsibilities
The Company's compensation program is administered by the
Compensation Committee of the Board of Directors (the "Committee"),
comprised of four non-employee Directors. All actions of the Committee are
presented to the Board of Directors for ratification. The Committee reviews
and determines the salaries for corporate officers and key employees and
reviews and determines, by grade levels, employees who are eligible to
participate in the Company's incentive compensation plans. The Committee
also oversees management of the Company's 1992 Stock Option Plan,
including the granting and certain terms of stock options, and all other
compensation and benefit plans. The Committee oversees salary grade
administration for the entire Company, which is used for establishing merit
increases and starting salaries for new employees and is the basis for
compensation reviews for all officers of the Company, including the Chief
Executive Officer. When deemed appropriate, the Committee also consults
with independent outside advisors for guidance on executive compensation
issues.
Compensation Policies
The primary objective of the Company's compensation program is to
offer competitive compensation packages to attract, retain and motivate
Company employees. To achieve this objective, industry and regional
compensation surveys are used to help ensure that the Company's salary
structure is competitive with other biopharmaceutical companies of
comparable size and stage of development, both within and outside of the
Company's geographical area. These surveys, in conjunction with the
Company's overall financial condition, are also used in the process of
determining annual merit increases for all employees.
The Company's compensation program currently consists of an annual
base salary, in certain select instances cash bonuses and, for employees at
manager level and above, annual awards of stock options. Initially, when an
executive is hired, a compensation package is developed based on the
qualifications and experience the individual brings to the Company. In
certain instances, the Company cannot match the cash compensation offered
by large pharmaceutical companies and larger biopharmaceutical companies
and, therefore, supplements salary with sizable grants of stock options. In
addition, annual grants of stock options are awarded based on the individual's
and the Company's performance. The Company believes that this granting
of stock options provides an opportunity for financial rewards not offered,
either generally or to the same extent, in larger, more mature companies.
However, these options will only be of real value if the Company is
successful in achieving its business objectives, thereby increasing stockholder
value. Consequently, the employee's financial rewards are closely aligned
with the Company's performance and the value created for stockholders.
Each year the employee receives an appraisal assessing the extent to
which pre-established individual goals have been achieved and the extent to
which the individual contributed to the overall success of the Company. This
appraisal process is reviewed in light of the Company's success in achieving
its overall business objectives. The employee's annual merit adjustment and
stock option award are derived from this appraisal process.
<PAGE>
Chief Executive Officer's Compensation
The compensation of the Company's Chief Executive Officer, David
M. Goldenberg, is administered pursuant to a five-year employment contract,
which was negotiated at arms-length and entered into between
Dr. Goldenberg and the Company on November 1, 1993 (see "Amended and
Restated Employment Agreement with Dr. Goldenberg"). Pursuant to the
employment contract, Dr. Goldenberg is to receive an annual base salary of
not less than $220,000 and may receive annual grants of stock options and or
a cash bonus, if the performance of his duties are to the Board's satisfaction.
Dr. Goldenberg's performance was reviewed by the Compensation
Committee at its July 1995 meeting. The growth over the past year of the
Company's operations, under Dr. Goldenberg's leadership, was reviewed with
specific reference to the extent to which he contributed to the overall success
of the Company's achievements of its objectives. Specific consideration was
given to the progress made in research and development programs, clinical
and regulatory activities, adherence to budget, and third-party business
development opportunities. In addition, Dr. Goldenberg's total compensation
was reviewed based on the experience he brings to the Company and the
salaries paid to Chief Executive Officers of other biopharmaceutical
companies of similar size and stage of development. As a result of this
review, and in light of the Company's financial condition, Dr. Goldenberg
was granted an option to purchase 100,000 shares of the Company's Common
Stock pursuant to the terms of the Company's 1992 Stock Option Plan, and
did not receive a salary adjustment nor a cash bonus.
Compensation Committee,
WARREN W. ROSENTHAL
A. E. COHEN
ALBERT D. ANGEL
RICHARD C. WILLIAMS
<PAGE>
Summary of Cash Compensation
The following table sets forth information regarding all cash
compensation paid (on an accrual basis) by the Company for services
rendered, in all capacities, during the three years ended June 30, 1995, 1994
and 1993 to the Chief Executive Officer and each of the four other most
highly compensated Executive Officers of the Company.
<TABLE>
Summary Compensation Table
<CAPTION>
Long-Term
Annual Compensation Compensation
_________________________________________ ____________
Other Annual Shares All Other
Name and Salary Compensation Underlying Compensation
Principal Position Year ($)<F1> Bonus($) ($) Options(#) ($)<F3>
_________________________ ____ ___________ ________ ____________ ____________ ____________
<C> <S> <S> <S> <S> <S> <S>
David M. Goldenberg 1995 221,875 - 100,000<F2> 100,000 93,000
Chairman of the Board 1994 222,340 - 104,950<F2> - 220,000
Chief Executive Officer 1993 101,250 80,000 125,400<F2> - 275,000
Amy Factor 1995 187,075 - - 20,000 -
Executive Vice President 1994 186,632 - - 40,000 -
Secretary and Treasurer 1993 165,746 - - - -
Carl M. Pinsky 1995 187,413 - - 25,000 -
Vice President, Medical 1994 184,151 - - 35,000 -
Affairs 1993 176,791 - - - -
Hans J. Hansen 1995 155,134 - - 15,000 -
Vice President, Research 1994 148,838 - - 35,000 -
and Development 1993 133,471 - - - -
David M. Stack 1995 135,469<F4> - - 15,000 -
Vice President, Business 1994 151,797 - - 25,000 -
Development/Marketing 1993 36,442 - - 40,000 -
<FN>
<F1> Includes contributions by the Company to its 401(k) Retirement Plan on
behalf of the named individuals (a portion of which is not unconditionally
vested).
<F2> Includes (i) royalty payments in the amount of $100,000 paid pursuant to
a patent license agreement and an employment agreement, (ii) payments in
consideration of the assignment of patent rights of $20,000, in fiscal
1993,, and (iii) an automobile allowance of $4,950 in 1994, and $5,400 in
1993 (see "Agreements with Executive Officers").
<F3> Includes (i) premiums paid on whole life insurance policies maintained
for the benefit of the Goldenberg Family Trust in fiscal 1995, 1994, and
1993, of $68,000, $195,000, and $250,000, respectively, and (ii) premiums
of $25,000 paid each year for life insurance policies maintained for the
sole benefit of Dr. Goldenberg (see "Agreements with Executive Officers").
<F4> Includes compensation through May 5, 1995, after which Mr. Stack was no
longer employed by the Company.
</FN>
</TABLE>
<PAGE>
Stock Option Plans
All employees of the Company, members of the Company's Board of Directors,
members of the Company's Scientific Advisory Board, if any, and consultants
to the Company are eligible to participate in the Immunomedics, Inc. 1992
Stock Option Plan (the "1992 Option Plan") . Adopted in September 1992, the
1992 Option Plan is intended to provide incentive to continue employment and
dedication of such persons by enabling them to acquire a proprietary interest
in the Company, and by offering comparable incentives to enable the Company
to better attract, compete for and retain highly qualified employees and
advisors. The 1992 Option Plan is administered by the Compensation Committee
of the Board of Directors (the "Committee"), currently comprised of four
non-employee Directors of the Company. The 1992 Option Plan authorizes the
issuance, within ten years from the date of its adoption, of options covering
up to 3,000,000 shares of Common Stock, subject to adjustment in certain
circumstances. Under the 1992 Option Plan, non-qualified stock options to
purchase up to 60,000 shares of Common Stock were granted to certain
Directors of the Company during fiscal 1995 at a weighted average exercise
price of $3.38 per share.
The following table sets forth certain information as to options granted
pursuant to the 1992 Option Plan to each of the named Executive Officers of
the Company during the fiscal year ended June 30, 1995. All of such options
are Non-Qualified Stock Options to purchase shares of Common Stock and vest
over a four-year period at the rate of 25% per year. Excluded from the table
are new options granted upon termination of an equal number of previously
granted options (see "Repricing of Stock Options).
<PAGE>
<TABLE>
Option Grants in Last Fiscal Year
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock Price
Individual Grants Appreciation for Option Term <F1>
_________________________________________________ ____________________________________
Percent of
Shares Total
Underlying Options
Options Granted to Exercise
Granted Employees in Price Expiration
Name (#) Fiscal Year ($/share) Date 0%($) 5%($) 10%($)
____________________ __________ ____________ _________ ____________ __________ ___________ ___________
<C> <S> <S> <S> <S> <S> <S> <S>
David M. Goldenberg 100,000 27% $ 3.25 7/22/04 - 204,391 517,966
Amy Factor 20,000 5% 3.25 7/22/04 - 40,878 103,593
Carl M. Pinsky 25,000 7% 3.25 7/22/04 - 51,098 129,492
Hans J. Hansen 15,000 4% 3.25 7/22/04 - 30,659 77,695
David M. Stack 15,000 4% 3.25 7/22/04<F2> - - -
Market value of
Common Stock held by
all stockholders <F3> - - - - 72,733,389 118,475,027 188,651,680
<FN>
<F1> Amounts represent hypothetical gains that could be achieved
from the exercise of the respective options and the subsequent
sale of the Common Stock underlying such options if the
options were exercised at the end of the option term. These
gains are based on assumed rates of stock price appreciation of
0%, 5% and 10% compounded annually from the date the
respective options were granted. These rates of appreciation
are mandated by the rules of the Securities and Exchange
Commission and do not represent the Company's estimate or
projection of the future Common Stock price.
<F2> Options expired unexercised on 5/5/95.
<F3> These amounts represent the increase in the market value of
the Company's outstanding shares of Common Stock as of June
30, 1995 that would result from the same stock price
assumptions used to show the potential realizable values for
the named officers. At June 30, 1995, the Company had
30,624,585 shares of Common Stock outstanding, and the
closing price on the Nasdaq National Market was $2.375 per
share on that date.
</FN>
</TABLE>
<PAGE>
The following table sets forth information for each of the named
Executive Officers with respect to the value of options exercised during
the fiscal year ended June 30, 1995 and the value of outstanding and
unexercised options held as of June 30, 1995, based upon the market value
of the Common Stock of $2.375 per share on that date.
<TABLE>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
<CAPTION>
Shares Underlying Value of Unexercised
Unexercised Options In-the-Money Options at
Shares Value at Fiscal Year End (#) Fiscal Year End ($) <F1>
Acquired on Realized __________________________ __________________________
Name Exercise(#) ($) Exercisable Unexercisable Exercisable Unexercisable
____________________ ___________ ________ ___________ _____________ ___________ _____________
<S> <C> <C> <C> <C> <C> <C>
David M. Goldenberg - - - 100,000 $ - $ 0
Amy Factor - - 55,000 185,000 6,875 0
Carl M. Pinsky - - 63,750 175,000 7,969 0
Hans J. Hansen - - 79,750 165,000 9,969 0
David M. Stack - - - - - -
<FN>
<F1> Represents the difference between the closing market price of
the Common Stock at June 30, 1995 of $2.375 per share and
the exercise price per share of in-the-money options,
multiplied by the number of shares which could be acquired at
June 30, 1995.
</FN>
</TABLE>
<PAGE>
Repricing of Stock Options
Beginning in the latter part of calendar year 1992 and continuing
into calendar year 1995, the Company experienced, along with many other
biotechnology companies, a decline in the market value of its Common
Stock. As the market price per share fell and remained significantly below
the exercise price of stock options previously granted to employees, the
Compensation Committee became concerned that a key tenet of the 1992
Option Plan, to motivate and retain employees, had been compromised.
The Compensation Committee considered granting additional options to
these employees; however, considering the potential dilutive effect if and
when the old and new options would be exercised, concluded it would be
more prudent to offer the employees an opportunity to terminate their
previously granted options and receive a new option. Accordingly, on
April 11, 1995, employees were permitted to terminate previously granted
options and replace them with a new option covering the same number of
shares. The new options were priced at fair market value on April 11,
1995, and have a four-year vesting period beginning with the date of grant.
Consequently, these options will only be of value if the employee remains
in the employ of the Company and the Company's stock price appreciates
during the vesting period.
Compensation Committee,
WARREN W. ROSENTHAL
A.E. COHEN
ALBERT D. ANGEL
RICHARD C. WILLIAMS
<PAGE>
The following table sets forth certain information as to repriced options
granted to each of the Executive Officers of the Company:
<TABLE>
Ten - Year Option Repricings
<CAPTION>
Number of Market Price of Exercise New Length of Original
Options Stock at Time Price at Time Exercise Option Term Remaining
Name Date Repriced of Repricing of Repricing Price at Date of Repricing
____________________________________ ________ _________ _______________ _____________ ________ _____________________
<S> <C> <C> <C> <C> <C> <C>
Amy Factor 05/01/89 $ 15,000 $ 4.25 $ 5.75 $ 4.25 9 yrs./5 mos.
Executive Vice President 08/10/90 $ 30,000 $ 2.25 $ 4.25 $ 2.25 8 yrs./7 mos.
Secretary and Treasurer 04/11/95 $ 75,000 $ 3.125 $ 7.75 $ 3.125 6 yrs./0 mos.
$ 50,000 $ 3.125 $ 8.13 $ 3.125 7 yrs./0 mos.
$ 25,000 $ 3.125 $ 6.63 $ 3.125 8 yrs./3 mos.
$ 15,000 $ 3.125 $ 6 $ 3.125 8 yrs./8 mos.
Carl M. Pinsky 08/10/90 $ 35,000 $ 2.25 $ 4.13 $ 2.25 8 yrs./7 mos.
Vice President, Medical Affairs 04/11/95 $ 75,000 $ 3.125 $ 7.75 $ 3.125 6 yrs./0 mos.
$ 40,000 $ 3.125 $ 8.13 $ 3.125 7 yrs./0 mos.
$ 20,000 $ 3.125 $ 6.63 $ 3.125 8 yrs./3 mos.
$ 15,000 $ 3.125 $ 6 $ 3.125 8 yrs./8 mos.
Hans J. Hansen 08/10/90 $ 8,000 $ 2.25 $ 3.75 $ 2.25 6 yrs./1 mos.
Vice President, Research $ 6,000 $ 2.25 $ 7.81 $ 2.25 7 yrs./4 mos.
and Development $ 10,000 $ 2.25 $ 7.38 $ 2.25 8 yrs./1 mos.
$ 56,000 4 2.25 $ 4.25 $ 2.25 8 yrs./7 mos.
04/11/95 $ 75,000 4 3.125 $ 7.75 $ 3.125 6 yrs./0 mos.
$ 40,000 $ 3.125 $ 8.13 $ 3.125 7 yrs./0 mos.
$ 20,000 $ 3.125 $ 6.63 $ 3.125 8 yrs./3 mos.
$ 15,000 $ 3.125 $ 6 $ 3.125 8 yrs./8 mos.
David M. Stack 04/11/95 $ 40,000 $ 3.125 $ 7.63 $ 3.125 8 yrs./0 mos.
Vice President, Business $ 10,000 $ 3.125 $ 6.63 $ 3.125 8 yrs./3 mos.
Development/Marketing $ 15,000 $ 3.125 $ 6 $ 3.125 8 yrs./8 mos.
</TABLE>
<PAGE>
The following table illustrates a comparison of the cumulative
stockholder return (change in stock price plus reinvested dividends) of the
Company's Common Stock with the Nasdaq Pharmaceutical Stock Index
(the "Nasdaq Pharmaceutical Index") and the Nasdaq Stock Market Index
(U.S.) (the "Nasdaq Composite Index"). The comparisons in the graph are
required by the Securities and Exchange Commission and are not intended
to forecast or be indicative of possible performance of the Company's
Common Stock.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG IMMUNOMEDICS, INC., THE NASDAQ STOCK MARKET-US INDEX
AND THE NASDAQ PHARMACEUTICAL INDEX
Cummulative Total Return
__________________________________
6/90 6/91 6/92 6/93 6/94 6/95 0656HIMM
Immunomedics IMMU 100 212 236 224 112 76 07/20/95
NASDAQ STOCK MARKET-US INAS 100 106 127 160 162 215 065666NAS
NASDAQ PHARMACEUTICAL INAP 100 160 199 173 145 194 06566NAP
The table above assumes $100 was invested on June 30, 1990 in
Immunomedics, Inc. Common Stock, the securities comprising the Nasdaq
Pharmaceutical Index and the securities comprising the Nasdaq Composite
Index, with reinvestment of any dividends.
Retirement Plan
The Company maintains a retirement plan established in conformity
with Section 401(k) of the Internal Revenue Code. All employees of the
Company are eligible to participate in the retirement plan and may (but are
not obligated to) contribute a percentage of their salary to the retirement
plan, subject to certain limitations. Each year, the Company may contribute
to the retirement plan a percentage of each employee's contribution to the
retirement plan, which does not exceed 5% of the employee's salary. The
Company may also make an additional contribution to the retirement plan.
Employee contributions vest immediately. Company contributions vest 20%
after two years from the date of participation and, thereafter, at the rate
of 20% per year for the following four years. A participant also becomes fully
(100%) vested upon death, retirement at age 65 or becomes disabled while an
employee. Benefits are paid following termination of employment or upon showing
of financial hardship. It is not possible to estimate the benefits that any
participant may be entitled to under the retirement plan since the amount of
such benefits will be dependent upon, among other things, future
contributions by the Company, future net income earned by the contributions
and forfeitures on future terminations of employment. In each of the last
three fiscal years, the Company has not contributed to the retirement plan in
excess of $2,400 for any officer of the Company.
Agreements with Executive Officers
The Company has not entered into any compensatory arrangement
pursuant to which any Executive Officer of the Company will receive
payments from the Company as a result of the Executive Officer's
resignation, retirement or termination of employment or as a result of a
change in control of the Company, except as set forth below.
<PAGE>
Amended and Restated Employment Agreement with Dr. Goldenberg
On November 1, 1993, the Company and Dr. Goldenberg entered into
a five-year employment agreement (the "Agreement"), with an additional
one-year assured renewal and thereafter automatically renewable for
additional one-year periods unless terminated by either party as provided in
the Agreement. Dr. Goldenberg will continue to serve as the Company's
Chairman and will receive an annual base salary of not less than $220,000,
subject to increases as determined by the Board of Directors.
Pursuant to the Agreement, Dr. Goldenberg is required to devote as
much time as is reasonably necessary to fulfill the duties contemplated by
that Agreement. Additionally, the Agreement provides that Dr. Goldenberg
may engage in other business, general investment and scientific activities
provided such activities do not materially interfere with the performance of
any of his obligations under the Agreement, allowing for those he presently
performs for CMMI, as further discussed below. The Agreement extends the
ownership rights of the Company to, with an obligation to diligently pursue,
all ideas, discoveries, developments and products in the entire medical field,
which, at any time during his past or continuing employment by the
Company (but not when performing services for CMMI), Dr. Goldenberg has
made or conceived or hereafter makes or conceives, or the making or
conception of which he has materially contributed to or hereafter contributes
to, all as defined in the Agreement (collectively "Goldenberg Discoveries").
Further, pursuant to the Agreement, Dr. Goldenberg will receive
incentive compensation of 0.5% on the first $75,000,000 of all defined
Annual Net Revenue of the Company and 0.25% on all such Annual Net
Revenue in excess thereof (collectively "Revenue Incentive Compensation").
Annual Net Revenue includes the proceeds of certain dispositions of assets
or interests therein (other than defined Undeveloped Assets), including
defined Royalties, certain equivalents thereof and, to the extent approved by
the Board, non-royalty license fees. Revenue Incentive Compensation will
be paid with respect to the period of Dr. Goldenberg's employment, and two
years thereafter, unless he unilaterally terminates his employment without
cause or he is terminated by the Company for cause. With respect to the
period that Dr. Goldenberg is entitled to receive Revenue Incentive
Compensation on any given products, it will be in lieu of any other
percentage compensation based on sales or revenue due him with respect to
such products under this Agreement or the existing License Agreement
between the Company and Dr. Goldenberg (described below). With respect
to any periods that Dr. Goldenberg is not receiving such Revenue Incentive
Compensation for any products covered by patented Goldenberg Discoveries
or by certain defined Prior Inventions of Dr. Goldenberg, he will receive
0.5% on cumulative annual net sales of, and royalties, certain equivalents
thereof, and, to the extent approved by the Board, other consideration
received by, the Company for such products, (collectively, "Annual Net
Revenues"), up to a cumulative annual aggregate of $75,000,000 and 0.25%
on any cumulative Annual Net Revenue in excess of $75,000,000
(collectively "Royalty Payments").
Dr. Goldenberg will also receive a percent, not less than 20%, to be
determined by the Board, of net consideration (including license fees) which
the Company receives for any disposition, by sale, license or otherwise
(discussions directed to which commence during the term of his employment
plus two years) of any defined Undeveloped Assets of the Company which
are not budgeted as part of the Company's strategic plan.
<PAGE>
Under the Agreement, Dr. Goldenberg is not entitled to any incentive
compensation with respect to any products, technologies or businesses
acquired from third parties for a total consideration in excess of $5,000,000,
unless the Company had made a material contribution to the invention or
development of such products, technologies or businesses prior to the time
of acquisition. Except as affected by a defined Change in Control or
otherwise approved by the Board of Directors, Dr. Goldenberg would also
not be entitled to any incentive compensation based on defined Annual Net
Revenue of the Company or any Royalty Payments with respect to any time
during his term of employment (plus two years, unless employment is
terminated by mutual agreement or by Dr. Goldenberg's death or permanent
disability) that he is not the direct or beneficial owner of shares of the
Company's voting stock with an aggregate market value of at least twenty
times his defined annual cash compensation.
License Agreement with Dr. Goldenberg
Pursuant to a License Agreement between the Company and Dr.
Goldenberg, Dr. Goldenberg licensed to the Company certain patent
applications owned by him at the time of the Company's formation in
exchange for a royalty in the amount of 0.5% of the first $20,000,000 of
annual net sales of all products covered by any of such patents and 0.25% of
annual net sales of such products in excess of $20,000,000. As discussed
above, the Agreement with Dr. Goldenberg extends the ownership rights of
the Company to the Goldenberg Discoveries.
Dr. Goldenberg is entitled to receive an aggregate minimum royalty
payment in the amount of $100,000 per annum pursuant to the License
Agreement and the Agreement discussed above.<PAGE>
Life Insurance for Dr. Goldenberg
The Company has also agreed with Dr. Goldenberg to maintain in
effect for his benefit a $2,000,000 whole life insurance policy. If Dr.
Goldenberg retires from the Company on or after his agreed retirement (age
62), or if his employment ends because of permanent disability, the Company
must pay all then outstanding loans, if any, made under such policy, and
assign such policy to Dr. Goldenberg in consideration of the services
previously rendered by Dr. Goldenberg to the Company. If the employment
of Dr. Goldenberg ends for any other reason, except for cause, Dr.
Goldenberg has the option to purchase such policy for a price mutually
agreed upon by him and the Board of Directors, but not to exceed the cash
value thereof less any outstanding policy loans, or he may purchase such
policy at its full cash value, less any outstanding loans, with the purchase
price to the paid out of the proceeds of the policy or any earlier payment or
withdrawal of all or any portion of its net cash value. The Company also
currently maintains $4,000,000 of key man life insurance on Dr. Goldenberg
for the benefit of the Company.
A trust created by Dr. Goldenberg has purchased a $10,000,000 whole
life policy on his life. The policy provides funds which may be used to assist
Dr. Goldenberg's estate in settling estate tax obligations and thus potentially
reducing the number of shares of the Company's Common Stock the estate
may be required to sell over a short period of time to raise funds to satisfy
such tax obligations. This policy was purchased in September 1994 to
replace three policies aggregating $20,000,000 which had been in effect since
November 1991 covering the second-to-die of Dr. Goldenberg and his wife.
Upon cancellation of these three policies, the cash surrender value of the
<PAGE>
policies was reinvested into the new policy. During what is estimated to be
a 15-year period, the Company is obligated to pay $143,000 per year towards
premiums, compared to an equivalent $250,000 commitment under the
previous policies, in addition to amounts required to be paid by Dr.
Goldenberg. The Company has an interest in this new policy up to the
cumulative amount of premium payments made by it under the old and new
policies, which, through September 2, 1995, amounted to $838,000. If
Dr. Goldenberg's employment terminates, and the policy is not maintained,
the Company would receive payment of only its invested cumulative
premiums, up to the amount of cash surrender value in the policy.
The Center for Molecular Medicine and Immunology
The Center for Molecular Medicine and Immunology ("CMMI") is a
not-for-profit corporation, currently located adjacent to the Company's
Newark facility. CMMI was established in 1983 by Dr. Goldenberg and is
devoted primarily to cancer research. Dr. Goldenberg was the original
founder of, and currently serves as President and a member of the Board of
Trustees of CMMI. Dr. Goldenberg spends substantially more of his working
time for CMMI than for the Company. Certain consultants to the Company
have employment relationships with CMMI, and Drs. Carl Pinsky and Hans
Hansen, officers of the Company, are Adjunct Members at CMMI. Despite
these relationships, CMMI is independent of the Company and its
management and fiscal operations are the responsibility of its Board of
Trustees.
The Company's product development has involved, to varying
degrees, CMMI for the performance of certain basic research and patient
evaluations. CMMI performs pilot and pre-clinical trials in product areas of
importance to the Company. In addition, CMMI conducts basic research and
patient evaluations in a number of areas of potential interest to the Company,
the results of which are made available to the Company pursuant to a
collaborative research and license agreement. If such research results in the
development of a potential product, the Company has a right of first
negotiation to obtain a worldwide exclusive license to produce and market
the product (including the right to grant sublicenses), unless developed by
CMMI under a research and development contract with a third party. If the
Company exercises this right with respect to a product, it must pay to CMMI
a royalty, to be negotiated in good faith at the time the license is obtained.
To date, no products have been licensed from CMMI.
The potential for conflict of interest exists in connection with the
relationship between the Company and CMMI, and the provisions of the
agreement between the Company and CMMI have been designed to prevent
such conflicts of interest. The Company and CMMI have agreed that neither will
have any right, title or interest in or to the research grants, contracts or
other agreements obtained by the other party. The decision as to whether a
potential product has reached the stage of development such that it must be
offered by CMMI to the Company is made by the executive committee of the
Board of Trustees of CMMI, and Dr. Goldenberg has agreed not to
participate in the determination of any such issue. In addition, the decision
by the Company as to whether or not to exercise its right of first negotiation
or release any potential product offered by CMMI is determined by the
majority vote of the Board of Directors (or a subcommittee thereof), and Dr.
Goldenberg has also agreed not to participate in the determination of any
such issue.
<PAGE>
In November 1994 and May 1995, the Board of Directors of the
Company authorized grants of $200,000 and $100,000, respectively, to
CMMI in support of the research and clinical work being performed at
CMMI, such grants to be expended in a manner deemed appropriate by the
Board of Trustees of CMMI. The Company also supplies CMMI with
laboratory materials and supplies at cost or, if provided in connection with
collaborative research efforts, at no charge to CMMI.
SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected KPMG Peat Marwick LLP as the
independent auditors to audit the books and accounts of the Company for the
current fiscal year. KPMG Peat Marwick LLP has served as such
independent auditors since fiscal year 1992. One or more representatives of
KPMG Peat Marwick LLP will be present at the Annual Meeting, will have
an opportunity to make a statement if they desire to do so and will respond
to appropriate questions.
The Board of Directors recommends that the stockholders vote
FOR approval of the selection of KPMG Peat Marwick LLP as the
Company's independent auditors.
STOCKHOLDERS PROPOSALS FOR NEXT ANNUAL MEETING
Stockholders of the Company wishing to include proposals in the
proxy material relating to the 1996 Annual Meeting of Stockholders of the
Company must submit the same in writing so as to be received at the
principal executive office of the Company (to the attention of the Secretary)
on or before June 15, 1996 for such proposal to be considered for inclusion
in the proxy statement for such meeting. Such proposals must also meet the
other requirements of the rules of the Securities and Exchange Commission
relating to stockholder proposals.
The Governance and Nominating Committee will consider nominees
recommended by stockholders of the Company for election as a Director at
the 1996 Annual Meeting of Stockholders of the Company, provided that any
such recommendation is submitted in writing, not less than 60 nor more than
120 days before the anniversary date of the 1995 Annual Meeting of
Stockholders, to the Committee, c/o the Secretary of the Company, at the
Company's principal executive offices, accompanied by a description of the
proposed nominee's qualifications and other relevant biographical
information and an indication of the consent of the proposed nominee to
serve. In recommending candidates, the Governance and Nominating
Committee seeks individuals who possess broad training and experience in
business, finance, law, government, medicine, immunology, molecular
biology, management or administration and considers factors such as
personal attributes, geographic location and special expertise complementary
to the background and experience of the Board as a whole.
OTHER MATTERS
The Board of Directors does not know of any other business
to be presented for consideration at the Annual Meeting. If other matters
properly come before the Annual Meeting, the persons named in the
accompanying proxy intend to vote thereon in accordance with their best
judgment.
<PAGE>
SOLICITATION AND EXPENSES
The Company will bear the cost of the Annual Meeting and the cost
of soliciting proxies, including the cost of mailing the proxy materials. In
addition to solicitation by mail, Directors, officers and regular employees of
the Company (who will not be specifically compensated for such services)
may solicit proxies by telephone or otherwise. Arrangements will be made
with brokerage houses and other custodians, nominees and fiduciaries to
forward proxies and proxy material to their principals and the Company will
reimburse them for their expenses.
By the Order of the Board of Directors
DAVID M. GOLDENBERG,
Chairman of the Board
October 10, 1995
