March 31, 1998
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: CEL-SCI Corporation
Commission File No. 0-11503
On behalf of the above-captioned Company, enclosed please find the
Company's preliminary proxy statement and proxy. These materials will be mailed
to the security holders of the Company on April 15, 1998.
Very truly yours,
HART & TRINEN, L.L.P.
By William T. Hart
WTH:sa
Enclosures
<PAGE>
SCHEDULE 14A
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 Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
CEL-SCI CORPORATION
----------------------------------------------------
(Name of Registrant as Specified In Its Charter)
William T. Hart - Attorney for Registrant
---------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $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:
-----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
<PAGE>
[ ] 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 No.:
--------------------------------------
3) Filing Party:
-----------------------------------------
4) Date Filed:
-----------------------------------------
<PAGE>
CEL-SCI CORPORATION
66 Canal Center Plaza
Suite 510
Alexandria, Virginia 223l4
(703) 549-5293
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD MAY 29, 1998
To the Shareholders:
Notice is hereby given that the annual meeting of the shareholders
of CEL-SCI Corporation (the "Company") will be at the , Alexandria, Virginia,
22314 on May 29,1998, at 10:00 A.M., for the following purposes:
(1) to elect the directors who shall constitute the Company's
Board of Directors for the ensuing year;
(2) To approve the issuance of such number of shares of common
stock as may be required by the terms of the Company's Series D Preferred Stock.
(3) To approve the adoption of the Company's 1998 Incentive Stock
Option Plan ("the 1998 Plan") which provides that up to 300,000 shares of common
stock may be issued upon the exercise of options granted pursuant to the 1998
Plan.
(4) To approve the adoption of the Company's 1998 Non-Qualified
Stock Option Plan ("the 1998 Non-Qualified Plan") which provides that up to
300,000 shares of common stock may be issued upon the exercise of options
granted pursuant to the 1998 Non-Qualified Plan.
(5) to ratify the appointment of Deloitte & Touche as the
Company's independent accountants for the fiscal year ending September 30, 1998;
to transact such other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on , 1998 as the record
date for the determination of shareholders entitled to notice of and to vote at
such meeting. Shareholders are entitled to one vote for each share held. As of ,
1998, there were shares of the Company's Common Stock issued and outstanding.
CEL-SCI CORPORATION
, 1998 By Geert R. Kersten
----------------------------
Chief Executive Officer
- --------------------------------------------------------------------------------
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, AND SIGN,
DATE AND RETURN THE PROXY CARD.
TO SAVE THE COST OF FURTHER SOLICITATION PLEASE MAIL YOUR PROXY CARD PROMPTLY.
- --------------------------------------------------------------------------------
<PAGE>
CEL-SCI CORPORATION
66 Canal Center Plaza
Suite 510
Alexandria, Virginia 223l4
(703) 549-5293
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of
the Company for voting at the annual meeting of shareholders to be held on May
29, l998, and at any and all adjournments of such meeting. If the proxy is
executed and returned, it will be voted at the meeting in accordance with any
instructions, and if no specification is made, the proxy will be voted for the
proposals set forth in the accompanying notice of the annual meeting of
shareholders. Shareholders who execute proxies may revoke them at any time
before they are voted, either by writing to the Company at the address set forth
on page one or in person at the time of the meeting. Additionally, any later
dated proxy will revoke a previous proxy from the same shareholder. This proxy
statement was mailed to shareholders of record on or about , 1998.
There is one class of capital stock outstanding. Provided a quorum
consisting of one-third of the shares entitled to vote is present at the
meeting, the affirmative vote of a majority of the shares of Common Stock voting
in person or represented by proxy is required to elect directors and to approve
the other proposals to come before the meeting. Cumulative voting in the
election of directors is not permitted. The adoption of any other proposals to
come before the meeting will require the approval of a majority of votes cast at
the meeting.
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of February 28, 1998,
information with respect to the only persons owning beneficially 5% or more of
the outstanding Common Stock and the number and percentage of outstanding shares
owned by each director and officer and by the officers and directors as a group.
Unless otherwise indicated, each owner has sole voting and investment powers
over his shares of Common Stock.
Number of Percent of
Name and Address Shares (1) Class (3)
- ---------------- ------------- --------------
Maximilian de Clara 80,001 *
Bergstrasse 79
6078 Lungern,
Obwalden, Switzerland
Geert R. Kersten 564,357 (2) 4.8%
66 Canal Center Plaza
Suite 510
Alexandria, VA 223l4
<PAGE>
Number of Percent of
Name and Address Shares (1) Class (3)
- ---------------- ------------- --------------
Patricia B. Prichep 59,197 *
66 Canal Center Plaza
Suite 510
Alexandria, VA 223l4
M. Douglas Winship 35,334 *
66 Canal Center Plaza
Suite 510
Alexandria, VA 223l4
Eyal Talor, Ph.D. 28,501 *
66 Canal Center Plaza
Suite 510
Alexandria, VA 223l4
Daniel Zimmerman, Ph.D. 29,000 *
66 Canal Center Plaza
Suite 510
Alexandria, VA 22314
Prem Sarin, Ph.D. 29,001 *
66 Canal Center Plaza
Suite 510
Alexandria, VA 22314
Mark Soresi 90,000 *
l0l0 Wayne Ave., 8th Floor
Silver Spring, MD 209l0
F. Donald Hudson 75,000 *
53 Mt. Vernon Street
Boston, MA 02108
All Officers and Directors
as a Group (9 persons) 990,391 8.2%
*Less than 1%
- -----------------------------
(1) Includes shares issuable prior to May 31, 1998 upon the exercise of options
or warrants granted to the following persons:
<PAGE>
Options or Warrants Exercisable
Name Prior to May 31, 1998
Maximilian de Clara 80,001
Geert R. Kersten 459,417
Patricia B. Prichep 56,167
M. Douglas Winship 35,334
Eyal Talor, Ph.D. 27,001
Daniel Zimmerman, Ph.D. 9,000
Prem Sarin, Ph.D. 29,001
Mark Soresi 75,000
F. Donald Hudson 75,000
(2) Amount includes shares held in trust for the benefit of Mr. Kersten's minor
children. Geert R. Kersten is the stepson of Maximilian de Clara.
(3) Amount excludes shares which may be issued upon the exercise or conversion
of other options, warrants and other convertible securities previously issued by
the Company.
ELECTION OF DIRECTORS
- ----------------------
Unless the proxy contains contrary instructions, it is intended
that the proxies will be voted for the election of the nominees listed below to
serve until the next annual meeting of shareholders and until their successors
shall be elected and shall qualify.
All nominees have consented to serve if elected. In case any
nominee shall be unable or shall fail to act as a director by virtue of an
unexpected occurrence, the proxies may be voted for such other person or persons
as shall be determined by the persons acting under the proxies in their
discretion.
Officers and Directors
- -----------------------
Name Age Position
----- --- --------
Maximilian de Clara 69 Director and President
Geert R. Kersten, Esq. 39 Director, Chief Executive
Officer, Secretary and Treasurer
Patricia B. Prichep 46 Vice President of Operations
M. Douglas Winship 49 Vice President of Regulatory
Affairs and Quality Assurance
Eyal Talor, Ph.D. 42 Vice President of Research and
Manufacturing
Prem S. Sarin, Ph.D. 63 Vice President of Research,
Infectious Diseases
Daniel H. Zimmerman, Ph.D. 56 Vice President of Research,
Cellular Immunology
Mark V. Soresi 45 Director
F. Donald Hudson 64 Director
<PAGE>
Mr. Maximilian de Clara, by virtue of his position as an officer
and director of the Company, may be deemed to be the "parent" and "founder" of
the Company as those terms are defined under applicable rules and regulations of
the Securities and Exchange Commission.
The principal occupations of the Company's officers and directors,
during the past several years, are as follows:
Maximilian de Clara. Mr. de Clara has been a director of the
Company since its inception in March, l983, and has been president of the
Company since July, l983. Prior to his affiliation with the Company, and since
at least l978, Mr. de Clara was involved in the management of his personal
investments and personally funding research in the fields of biotechnology and
biomedicine. Mr. de Clara attended the medical school of the University of
Munich from l949 to l955, but left before he received a medical degree. During
the summers of l954 and l955, he worked as a research assistant at the
University of Istanbul in the field of cancer research. For his efforts and
dedication to research and development in the fight against cancer and AIDS, Mr.
de Clara was awarded the "Pour le Merit" honorary medal of the Austrian Military
Order "Merito Navale" as well as the honor cross of the Austrian Albert
Schweitzer Society.
Geert R. Kersten, Esq. Mr. Kersten was Director of Corporate
and Investment Relations for the Company between February, 1987 and October,
1987. In October of 1987, he was appointed Vice President of Operations.
In December, 1988, Mr. Kersten was appointed director of the Company. Mr.
Kersten also became the Company's secretary and treasurer in 1989. In May,
1992, Mr. Kersten was appointed Chief Operating Officer and in February,
1995, Mr. Kersten became the Company's Chief Executive Officer. In previous
years, Mr. Kersten worked as a financial analyst with Source Capital, Ltd.,
an investment advising firm in McLean, Virginia. Mr. Kersten is a stepson of
Maximilian de Clara, who is the President and a Director of the Company. Mr.
Kersten attended George Washington University in Washington, D.C. where
he earned a B.A. in Accounting and an M.B.A. with emphasis on International
Finance. He also attended law school at American University in Washington,
D.C. where he received a Juris Doctor degree.
Patricia B. Prichep has been the Company's Vice President of
Operations since March, 1994. Between December, 1992 and March, 1994, Ms.
Prichep was the Company's Director of Operations. From June, 1990 to
December, 1992, Ms. Prichep was the Manager of Quality and Productivity for
the NASD's Management, Systems and Support Department. Between 1982 and
1990, Ms. Prichep was Vice President and Operations Manager for Source
Capital, Ltd.
M. Douglas Winship has been the Company's Vice President of
Regulatory Affairs and Quality Assurance since April, 1994. Between 1988 and
April, 1994, Mr. Winship held various positions with Curative Technologies,
Inc., including Vice President of Regulatory Affairs and Quality Assurance
(1991-1994).
Eyal Talor, Ph.D. has been the Company's Vice President of
Research and Manufacturing since March, 1994. From October, 1993 until March,
1994,
<PAGE>
Dr. Talor was Director of Research, Manufacturing and Quality Control, as well
as the Director of the Clinical Laboratory, for Chesapeake Biological
Laboratories, Inc. From 1991 to 1993, Dr. Talor was a scientist with SRA
Technologies, Inc., as well as the director of SRA's Flow Cytometry Laboratory
(19911993) and Clinical Laboratory (1992-1993). During 1992 and 1993, Dr. Talor
was also the Regulatory Affairs and Safety Officer For SRA. Since 1987, Dr.
Talor has held various positions with the John Hopkins University, including
course coordinator for the School of Continuing Studies (1989-Present), research
associate and lecturer in the Department of Immunology and Infectious Diseases
(1987-1991), and associate professor (1991-Present).
Prem S. Sarin, Ph.D. has been the Vice President of Research,
Infectious Diseases, since May 1, 1993. Dr. Sarin was an Adjunct Professor
of Biochemistry at the George Washington University School of Medicine,
Washington, D.C., from 1986 to 1992. From 1975 to 1991 Dr. Sarin held the
position of Deputy Chief, Laboratory of Tumor Cell Biology at the National
Cancer Institute (NCI), NIH, Bethesda, Maryland. Dr. Sarin was a Senior
Investigator (1974-1975) and a Visiting Scientist (1972-1974) at the
Laboratory of Tumor Cell Biology at NCI, NIH. From 1971 to 1972 Dr. Sarin held
the position of Director, Department of Molecular Biology, Bionetics
Research Laboratory, Bethesda, Maryland.
Daniel H. Zimmerman, Ph.D. has been the Company's Vice President
of Cellular Immunology since January 1996. Dr. Zimmerman founded CELL MED,
Inc. and was its president from 1987 to 1995. From 1973 to 1987 Dr.
Zimmerman served in various positions at Electronucleonics, Inc. including
Scientist, Senior Scientist, Technical Director and Program Manager. From
1969-1973 Dr. Zimmerman was a Senior Staff Fellow at NIH.
Mark V. Soresi. Mr. Soresi became a director of the Company
in July, 1989. Between 1982 and, Mr. Soresi was the president and Chief
Executive Officer of REMAC(R), Inc., a corporation involved in the clean-up
of hazardous and toxic waste dump sites. Mr. Soresi attended George
Washington University in Washington, D.C. where he earned a Bachelor of
Science in Chemistry.
F. Donald Hudson. F. Donald Hudson has been a director of the
Company since May, 1992. From December 1994 to October 1995 Mr. Hudson was
President and Chief Executive Officer of VIMRx Pharmaceuticals, Inc. Between
1990 and 1993, Mr. Hudson was President and Chief Executive Officer of
Neuromedica, Inc., a development stage company engaged in neurological research.
Until January, 1989, Mr. Hudson served as Chairman and Chief Executive Officer
of Transgenic Sciences, Inc. (now TSI Corporation), a publicly held
biotechnology corporation which he founded in January, 1987. From October 1985
until January 1987, Mr. Hudson was a director of Organogenesis, Inc., a publicly
held biotechnology corporation of which he was a founder, and for five years
prior thereto was Executive Vice President and a director of Integrated
Genetics, Inc., a corporation also engaged in biotechnology which he co-founded
and which was publicly traded until its acquisition in 1989 by Genzyme, Inc.
<PAGE>
All of the Company's officers devote substantially all of
their time on the Company's business. Messrs. Soresi and Hudson, as directors,
devote only a minimal amount of time to the Company.
The Company's Board of Directors met times during the year ending
September 30, 1997. All of the Directors attended each of these meetings. The
Company has an Audit Committee comprised of Mr. Kersten and Mr. Hudson. The
purpose of the Audit Committee is to review and approve the selection of the
Company's auditors, review the Company's financial statements with the Company's
independent auditors, and review and discuss the independent auditor's
management letter relating to the Company's internal accounting controls. During
the fiscal year ending September 30, 1997, the Audit Committee met once. All
members of the Audit Committee attended this meeting. The Company has a
Compensation Committee comprised of all members of the Board of Directors except
Mr. Kersten. The Compensation Committee met on two occasions during the fiscal
year ending September 30, 1997. All members of the Compensation Committee
attended these meetings.
Executive Compensation
The following table sets forth in summary form the compensation
received by (i) the Chief Executive Officer of the Company and (ii) by each
other executive officer of the Company who received in excess of $100,000 during
the fiscal year ended September 30, 1997.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
Re- All
Other stric- Other
Annual ted LTIP Com-
Name and Compen- Stock Options Pay- pensa-
Principal Fiscal Salary Bonus sation Awards Granted outs tion
Position Year (1) (2) (3) (4) (5) (6) (7)
- --------- ------ ------- ------- ------- ------- ------- ----- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Maximilian 1997 $319,104 -- $76,290 -- 333,000 -- $88
de Clara, 1996 $225,000 $75,000 $85,016 -- 70,000 -- $88
President 1995 -- -- $95,181 -- 225,000 -- --
Geert R. Kersten 1997 $228,888 -- $12,314 -- 313,000 -- $8,888
Chief Executive 1996 $172,531 $75,000 $9,420 -- 294,000 -- $8,869
Officer, Secre- 1995 $164,801 -- $9,426 -- 224,750 -- $3,911
tary and
Treasurer
M. Douglas 1997 $129,926 -- $2,400 -- 45,000 -- $3,152
Winshop, 1996 $119,100 -- $2,400 -- -- -- $2,488
Vice Presi- 1995 $113,500 -- $1,200 -- 22,000 -- $2,100
dent of
Regulatory Affairs
and Quality Assurance
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
Re- All
Other stric- Other
Annual ted LTIP Com-
Name and Compen- Stock Options Pay- pensa-
Principal Fiscal Salary Bonus sation Awards Granted outs tion
Position Year (1) (2) (3) (4) (5) (6) (7)
- --------- ------ ------- ------- ------- ------- ------- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Prem S.
Sarin 1997 $113,385 -- -- -- 34,000 -- $3,473
Vice Presi- 1996 $102,379 -- -- -- 32,000 -- $3,160
dent of
Research,
Infectious
Diseases
Eyal Talor, 1997 $119,333 -- $3,000 -- 58,000 -- $3,668
Vice Presi- 1996 $107,458 -- $3,000 -- 8,000 -- $3,312
dent of
Research and
Manufacturing
Daniel Zimmerman,1997 $104,000 -- -- -- 34,000 -- $3,208
Ph.D.,
Vice President of
Cellular Immunolgy
</TABLE>
(1) The dollar value of base salary (cash and non-cash) received.
(2) The dollar value of bonus (cash and non-cash) received.
(3) Any other annual compensation not properly categorized as salary or bonus,
including perquisites and other personal benefits, securities or property.
Amounts in the table represent automobile, parking and other transportation
expenses, plus, in the case of Maximilian de Clara and Geert Kersten,
compensation received for serving as a member of the Company's Board of
Directors.
(4) During the period covered by the Table, no shares of restricted
stock were issued as compensation for services to the persons listed in the
table. As of September 30, 1997, the number of shares of the Company's common
stock, owned by the officers included in the table above, and the value of
such shares at such date, based upon the market price of the Company's common
stock were:
Name Shares Value
Maximilian de Clara -- --
Geert R. Kersten 104,940 $763,963
M. Douglas Winship -- --
Prem S. Sarin Ph.D. -- --
Eyal Talor Ph.D. 1,500 $10,920
Daniel Zimmerman, Ph.D. 20,000 $145,600
<PAGE>
Dividends may be paid on shares of restricted stock owned by the Company's
officers and directors, although the Company has no plans to pay dividends.
(5) The shares of Common Stock to be received upon the exercise of all stock
options granted during the period covered by the Table. Includes certain options
issued in connection with the Company's l997 Salary Reduction Plan as well as
certain options purchased from the Company. See "Options Granted During Fiscal
Year Ending September 30, l997" below.
(6) "LTIP" is an abbreviation for "Long-Term Incentive Plan". An LTIP is any
plan that is intended to serve as an incentive for performance to occur over a
period longer than one fiscal year. Amounts reported in this column represent
payments received during the applicable fiscal year by the named officer
pursuant to an LTIP.
(7) All other compensation received that the Company could not properly report
in any other column of the Table including annual Company contributions or other
allocations to vested and unvested defined contribution plans, and the dollar
value of any insurance premiums paid by, or on behalf of, the Company with
respect to term life insurance for the benefit of the named executive officer,
and the full dollar value of the remainder of the premiums paid by, or on behalf
of, the Company. Amounts in the table represent life insurance permiums and/or
contributions made by the Company to a 401(k) pension plan on behalf of persons
named in the table.
Long Term Incentive Plans - Awards in Last Fiscal Year
- ------------------------------------------------------
None.
Employee Pension, Profit Sharing or Other Retirement Plans
- -----------------------------------------------------------
During 1993 the Company implemented a defined contribution
retirement plan, qualifying under Section 401(k) of the Internal Revenue Code
and covering substantially all the Company's employees. Prior to January 1, 1998
the Company's contribution was equal to the lesser of 3% of each employee's
salary, or 50% of the employee's contribution. The fiscal 1997 expenses for this
plan were $35,732. Effective January 1, 1998 the Company's employees approved a
change in the plan such that the Company's contribution is now (i) made in
shares of the Company's common stock as opposed to cash, and (ii) equal to the
lesser of 6% of each employee's salary or 100% of the employee's contribution.
The Company's contribution of common stock is made quarterly and is valued based
upon the price of the Company's common stock on the American Stock Exchange.
Other than the 401(k) Plan, the Company does not have a defined benefit, pension
plan, profit sharing or other retirement plan.
Compensation of Directors
- ---------------------------
Standard Arrangements. The Company currently pays its directors $2,000 per
quarter, plus expenses. The Company has no standard arrangement pursuant to
which directors of the Company are compensated for any services provided as a
director or for committee participation or special assignments.
Other Arrangements. The Company has from time to time granted options to
its outside directors: Mr. Soresi and Mr. Hudson. See Stock Options below for
additional information concerning options granted to the Company's directors.
<PAGE>
Employment Contracts
- ---------------------
Effective January 2, 1996, the Company entered into a three-year
employment agreement with Mr. de Clara. The employment agreement provides that
during the period between January 2, 1996 and January 2, 1997, the Company will
pay Mr. de Clara an annual salary of $300,000. During the years ending January
2, 1998 and 1999, the Company will pay Mr. de Clara a salary of $330,000 and
$363,000 respectively. In the event that there is a material reduction in Mr. de
Clara's authority, duties or activities, or in the event there is a change in
the control of the Company, then the agreement allows Mr. de Clara to resign
from his position at the Company and receive a lump-sum payment from the Company
equal to 18 months salary. For purposes of the employment agreement, a change in
the control of the Company means the sale of more than 50% of the outstanding
shares of the Company's Common Stock, or a change in a majority of the Company's
directors.
Effective August 1, 1997, the Company entered into a three-year
em- ployment agreement with Mr. Kersten. The employment agreement provides that
during the period between August 1, 1997 and July 31, 1998, the Company will pay
Mr. Kersten an annual salary of $264,848. During the years ending July 31, 1999
and 2000, the Company will pay Mr. Kersten a salary of $291,333 and $320,466
respectively. In the event that there is a material reduction in Mr. Kersten's
authority, duties or activities, or in the event there is a change in the
control of the Company, the agreement allows Mr. Kersten to resign from his
position at the Company and receive a lump-sum payment from the Company equal to
18 months salary. For purposes of the employment agreement, a change in the
control of the Company means the sale of more than 50% of the outstanding shares
of the Company's Common Stock, or a change in a majority of the Company's
directors.
Compensation Committee Interlocks and Insider Participation
- --------------------------------------------------------------
The Company has a compensation committee comprised of all of the Company's
directors, with the exception of Mr. Kersten. During the year ended September
30, 1997, Mr. de Clara was the only officer participating in deliberations of
the Company's compensation committee concerning executive officer compensation.
See Item 13 of this report for information concerning transactions between the
Company and Mr. de Clara.
During the year ended September 30, 1997, no director of the
Company was also an executive officer of another entity, which had an executive
officer of the Company serving as a director of such entity or as a member of
the compensation committee of such entity.
Stock Options
- --------------
The following tables set forth information concerning the options
granted, during the fiscal year ended September 30, 1997, to the persons named
below, and the fiscal year-end value of all unexercised options (regardless of
when granted) held by these persons.
<PAGE>
Options Granted During Fiscal Year Ending September 30, l997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Potential
Individual Grants Realizable Value at
% of Total Assumed Annual Rates
Options of Stock Price
Granted to Exercise Appreciation for
Options Employees in Price Per Expiration Option Term (2)
Name Granted (#) Fiscal Year Share Date 5% 10%
- ------ ----------- ----------- --------- ---------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
Maximilian 163,000 (1) $3.12 1/10/01 $109,210 $236,350
de Clara 170,000 $3.25 5/1/07 $346,800 $880,600
-------
333,000 34.5%
=======
Geert R. 163,000 (1) $3.12 1/10/01 $109,210 $236,350
Kersten 150,000 $3.25 5/1/07 $306,000 $777,000
-------
313,000 32.4%
=======
M. Douglas 45,000 4.7% $4.31 4/1/07 $41,400 $90,000
Winship
Prem S. 24,000 (1) $3.12 1/10/01 $16,080 $34,800
Sarin, Ph.D. 10,000 $3.25 5/1/07 $20,400 $51,800
------
34,000 3.5%
======
Eyal
Talor, Ph.D. 8,000 (1) $3.12 1/10/01 $5,360 $11,600
50,000 $5.18 3/16/07 $162,500 $412,500
------
58,000 6.0%
======
Daniel 24,000 (1) $3.12 1/10/01 $16,080 $34,800
Zimmerman, 10,000 $3.94 6/19/07 $24,800 $62,700
------
Ph.D. 34,000 3.2%
======
</TABLE>
(1) Options were granted in accordance with the Company's 1997 Salary Reduction
Plan. Pursuant to the Salary Reduction Plan, any employee of the Company
was allowed to receive options (exercisable at market price at time of
grant) in exchange for a one-time reduction in such employee's salary.
(2) The potential realizable value of the options shown in the table assuming
the market price of the Company's Common Stock appreciates in value from
the date of the grant to the end of the option term at 5% or 10%.
<PAGE>
Option Exercises and Year End Option Values
<TABLE>
<CAPTION>
cised In-the-
Number of Money Options
Unexercised at Fiscal
Shares Options (3) Year-End (4)
Acquired On Value Rea- Exercisable/ Exercisable/
Name Exercise (1) lized (2) Unexercisable Unexercisable
- ---- ------------ ---------- ------------- --------------
<S> <C> <C> <C> <C>
Maximilian de Clara 15,000 $31,950 78,334/402,999 249,617/1,520,211
Geert R. Kersten - - 451,751/379,999 2,015,214/1,469,312
M. Douglas Winship - - 20,334/46,666 86,339/139,331
Prem S. Sarin - - 25,667/42,833 110,324/156,261
Eyal Talor - - 21,500/63,166 88,401/155,896
Daniel Zimmerman - - 4,000/42,000 15,360/163,030
</TABLE>
(1) The number of shares received upon exercise of options during the fiscal
year ended September 30, 1997.
(2) With respect to options exercised during the Company's fiscal year ended
September 30, 1997, the dollar value of the difference between the option
exercise price and the market value of the option shares purchased on the date
of the exercise of the options.
(3) The total number of unexercised options held as of September 30, 1997,
separated between those options that were exercisable and those options that
were not exercisable.
(4) For all unexercised options held as of September 30, 1997, the aggregate
dollar value of the excess of the market value of the stock underlying those
options (as of September 30, 1997) over the exercise price of those unexercised
options. Values are shown separately for those options that were exercisable,
and those options that were not yet exercisable, on September 30, 1997.
Stock Option and Bonus Plans
- ------------------------------
The Company has Incentive Stock Option Plans, Non-Qualified Stock
Option Plans and a Stock Bonus Plan. A summary description of these Plans
follows. In some cases these Plans are collectively referred to as the "Plans".
Incentive Stock Option Plan. The Incentive Stock Option Plans
collectively authorize the issuance of up to 800,000 shares of the Company's
Common Stock to persons that exercise options granted pursuant to the Plan. Only
Company employees may be granted options pursuant to the Incentive Stock Option
Plan.
To be classified as incentive stock options under the Internal
<PAGE>
Revenue Code, options granted pursuant to the Plans must be exercised prior to
the following dates:
(a) The expiration of three months after the date on which an
option holder's employment by the Company is terminated (except if such
termination is due to the death or permanent and total disability);
(b) The expiration of 12 months after the date on which an option
holder's employment by the Company is terminated, if such termination is due to
the Employee's permanent and total disability;
(c) In the event of an option holder's death while in the employ
of the Company, his executors or administrators may exercise, within three
months following the date of his death, the option as to any of the shares not
previously exercised;
The total fair market value of the shares of Common Stock
(determined at the time of the grant of the option) for which any employee may
be granted options which are first exercisable in any calendar year may not
exceed $100,000.
Options may not be exercised until one year following the date of
grant. Options granted to an employee then owning more than 10% of the Common
Stock of the Company may not be exercisable by its terms after five years from
the date of grant. Any other option granted pursuant to the Plan may not be
exercisable by its terms after ten years from the date of grant.
The purchase price per share of Common Stock purchasable under an
option is determined by the Committee but cannot be less than the fair market
value of the Common Stock on the date of the grant of the option (or 110% of the
fair market value in the case of a person owning more than 10% of the Company's
outstanding shares).
Non-Qualified Stock Option Plan. The Non-Qualified Stock Option
Plans collectively authorize the issuance of up to 2,460,000 shares of the
Company's Common Stock to persons that exercise options granted pursuant to the
Plans. The Company's employees, directors, officers, consultants and advisors
are eligible to be granted options pursuant to the Plans, provided however that
bona fide services must be rendered by such consultants or advisors and such
services must not be in connection with the offer or sale of securities in a
capital-raising transaction. The option exercise price is determined by the
Committee but cannot be less than the market price of the Company's Common Stock
on the date the option is granted.
Stock Bonus Plan. Up to 40,000 shares of Common Stock may be
granted under the Stock Bonus Plan. Such shares may consist, in whole or in
part, of authorized but unissued shares, or treasury shares. Under the Stock
Bonus Plan, the Company's employees, directors, officers, consultants and
advisors are eligible to receive a grant of the Company's shares, provided
however that bona fide services must be rendered by consultants or advisors
<PAGE>
and such services must not be in connection with the offer or sale of securities
in a capital-raising transaction.
Other Information Regarding the Plans. The Plans are administered
by the Company's Compensation Committee ("the Committee"), each member of which
is a director of the Company. The members of the Committee were selected by the
Company's Board of Directors and serve for a one-year tenure and until their
successors are elected. A member of the Committee may be removed at any time by
action of the Board of Directors. Any vacancies which may occur on the Committee
will be filled by the Board of Directors. The Committee is vested with the
authority to interpret the provisions of the Plans and supervise the
administration of the Plans. In addition, the Committee is empowered to select
those persons to whom shares or options are to be granted, to determine the
number of shares subject to each grant of a stock bonus or an option and to
determine when, and upon what conditions, shares or options granted under the
Plans will vest or otherwise be subject to forfeiture and cancellation.
In the discretion of the Committee, any option granted pursuant to
the Plans may include installment exercise terms such that the option becomes
fully exercisable in a series of cumulating portions. The Committee may also
accelerate the date upon which any option (or any part of any options) is first
exercisable. Any shares issued pursuant to the Stock Bonus Plan and any options
granted pursuant to the Incentive Stock Option Plan or the Non-Qualified Stock
Option Plan will be forfeited if the "vesting" schedule established by the
Committee administering the Plan at the time of the grant is not met. For this
purpose, vesting means the period during which the employee must remain an
employee of the Company or the period of time a non-employee must provide
services to the Company. At the time an employee ceases working for the Company
(or at the time a non-employee ceases to perform services for the Company), any
shares or options not fully vested will be forfeited and cancelled. At the
discretion of the Committee payment for the shares of Common Stock underlying
options may be paid through the delivery of shares of the Company's Common Stock
having an aggregate fair market value equal to the option price, provided such
shares have been owned by the option holder for at least one year prior to such
exercise. A combination of cash and shares of Common Stock may also be permitted
at the discretion of the Committee.
Options are generally non-transferable except upon death of the
option holder. Shares issued pursuant to the Stock Bonus Plan will generally not
be transferable until the person receiving the shares satisfies the vesting
requirements imposed by the Committee when the shares were issued.
The Board of Directors of the Company may at any time, and from
time to time, amend, terminate, or suspend one or more of the Plans in any
manner they deem appropriate, provided that such amendment, termination or
suspension will not adversely affect rights or obligations with respect to
shares or options previously granted. The Board of Directors may not, without
shareholder approval: make any amendment which would materially modify the
eligibility requirements for the Plans; increase or decrease the total number of
shares of Common Stock which may be issued pursuant to the Plans except in
<PAGE>
the case of a reclassification of the Company's capital stock or a consolidation
or merger of the Company; reduce the minimum option price per share; extend the
period for granting options; or materially increase in any other way the
benefits accruing to employees who are eligible to participate in the Plans.
Option Summary. The following sets forth certain information, as
of February 28, 1998, concerning the stock options granted by the Company. Each
option represents the right to purchase one share of the Company's Common Stock.
Total Shares
Shares Reserved for Remaining
Reserved Outstanding Options
Name of Plan Under Plan Options Under Plan
1992 Incentive Stock Option Plan 100,000 78,550 3,283
1992 Non-Qualified Stock Option Plan 60,000 9,000 7,500
1994 Incentive Stock Option Plan 100,000 100,000 --
1994 Non-Qualified Stock Option Plan 100,000 27,250 2,750
1995 Non-Qualified Stock Option Plan 800,000 532,417 43,874
1996 Incentive Stock Option Plan 600,000 406,666 193,334
1996 Non-Qualified Stock Option Plan 1,500,000 954,600 545,400
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TOTAL: 2,108,483 796,141
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As of February 28, 1998, 1,500 shares had been issued pursuant to
the Company's 1992 Stock Bonus Plan. All of these shares were issued during the
fiscal year ending September 30, 1994.
Transactions with Related Parties
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The MULTIKINE technology being tested by the Company was developed
by a group of researchers and was assigned, during l980 and l98l, to Hooper
Trading Company, N.V., a Netherlands Antilles' corporation ("Hooper"), and
Shanksville Corporation, also a Netherlands Antilles corporation
("Shanksville"). The MULTIKINE technology assigned to Hooper and Shanksville was
licensed to Sittona Company, B.V., a Netherlands corporation ("Sittona"),
effective September, l982 pursuant to a licensing agreement which required
Sittona to pay Hooper and Shanksville royalties on income received by Sittona
with respect to the MULTIKINE technology. In l983, Sittona licensed the
MULTIKINE Technology to the Company and received from the Company a $1,400,000
advance royalty payment. At such time as the Company generated revenues from the
sale or sublicense of this technology, the Company was required to pay royalties
to Sittona equal to l0% of net sales and l5% of the licensing royalties received
from third parties. In that event, Sittona, pursuant to its licensing agreements
with Hooper and Shanksville, was required to pay to those companies a minimum of
l0% of any royalty payments received from the Company. The license agreement
with Sittona also required the Company to bear the expense of preparing, filing
and processing patent applications and to obtain and maintain patents in the
United States and foreign countries on all inventions, developments and
improvements made by or on behalf of the Company
<PAGE>
relating to the MULTIKINE technology. The license was to remain in effect until
the expiration or abandonment of all patent rights or until the MULTIKINE
technology entered into the public domain, whichever was later.
Prior to October, 1996, Maximilian de Clara, an Officer, Director and
shareholder of the Company, owned 50% and 30%, respectively, of Hooper and
Shanksville. Between 1985 and October 1996 Mr. de Clara owned all of the issued
and outstanding stock of Sittona. In October 1996, Mr. de Clara disposed of his
interest in Hooper, Shanksville and Sittona.
In January 1997 Hooper and Shanksville sold all of their rights in
the MULTIKINE technology to Sittona. Immediately following these transactions,
Sittona sold all of its rights in the MULTIKINE technology to the Company,
including all rights acquired from Hooper and Shanksville, in consideration for
$500,000 in cash and 751,678 shares of the Company's common stock. The shares of
the Company's Common Stock acquired by Sittona as a result of this transaction
are being offered to the public by means of Registration Statement which was
declared effective by the Securities and Exchange Commission on March 19, 1997.
Compensation Committee Report on Executive Compensation
The Company's Compensation Committee (the "Committee") establishes
and monitors policies and procedures and approves compensation and stock option
programs affecting the Company's executive officers.
The Compensation committee's compensation policies applicable to
the Company's executive officers, including the relationship of corporate
performance to executive compensation, is designed to link the compensation
received by officers to the achievement of specific goals for the Company and
its business, to appreciation in the price of the Company's Common Stock, and,
in certain instances, to the achievement of individual goals. It is the intent
of the executive compensation program to focus executive officers on factors
that drive the Company's success and the creation of incremental stockholder
value.
The key components of the Company's executive compensation program
include annual base salaries and long-term incentive compensation consisting of
stock options. It is the Committee's policy to target compensation (i.e., base
salary, stock option grants and other benefits) for the executive officers at
approximately at the median of comparable companies in the biotechnology field.
Accordingly, the Committee periodically reviews data on compensation practices
followed by other companies in the biotechnology industry. It is the Committee's
belief that the 1996 total compensation provided to the Company's executive
officers is consistent with the Committee's policy of providing compensation at
median market levels.
Compensation paid to executives may exceed or fall below the
median competitive levels both annually and over time based on a variety of
factors, including the Company's financial performance, the performance of the
Company's Common Stock, the performance of the executive's area of
responsibility, the Committee's assessment of an executive's individual
<PAGE>
performance, the executive's experience in his or her role, and the executive's
length of service with the Company.
The Committee does not use financial or stockholder value
performance comparisons to determine the compensation of the Company's executive
officers since it is the Committee's opinion that the Company's financial
performance and stockholder value are influenced to a meaningful degree by
external factors and as a result comparing the executive officers' compensation
to the Company's financial or stock price performance can be misleading.
The Company's long term incentive program consists exclusively of
periodic grants of stock options with an exercise price equal to the fair market
value of the Company's Common Stock on the date of grant. To encourage
retention, the ability to exercise options granted under the program is subject
to vesting restrictions. Decisions made regarding the timing and size of option
grants take into account Company and individual performance, "competitive
market" practices, and the size of the option grants made in prior years. The
weighting of these factors varies and is subjective. Current option holdings are
not considered when granting options.
The compensation paid to Geert R. Kersten, the Company's Chief
Executive Officer, for the year ended September 30, 1997 was based upon the 1997
employment contract between the Company and Mr. Kersten. Since the terms of the
employment contract govern the compensation paid to Mr. Kersten, there is no
relationship between the Company's performance to Mr. Kersten's compensation for
the last completed fiscal year. During the past two years Mr. Kersten, in
accordance with the Company's salary reduction program, agreed to reduce a
portion of the compensation payable to Mr. Kersten pursuant to his employment
contract in exchange for stock options.
The foregoing report has been approved by all members of the
committee:
Maximilian de Clara
Mark V. Soresi
F. Donald Hudson
Stockholder Return Performance Graph
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Set forth below is a line graph comparing the yearly percentage
change in the cumulative total stockholder return on the Company's Common Stock
with the cumulative total return of the S&P 500 Stock Index and the
Biotechnology peer group for the five fiscal years ending September 30, 1997.
(Graph will appear here.)
The members of the peer group used for purposes of the foregoing comparison, and
their respective trading symbols, are: Pharmos Corp (PARS), Alpha 1 Biomedicals,
Inc., (ALBM), Interferon Sciences, Inc., (IFSC), and T Cell Sciences, Inc.,
(TCEL).
<PAGE>
PROPOSAL TO APPROVE ISSUANCE OF COMMON STOCK AS REQUIRED BY TERMS OF SERIES D
PREFERRED STOCK
In December 1997, the Company sold 10,000 shares of its Series D
Preferred Stock (the "Preferred Shares"), 550,000 Series A Warrants and 550,000
Series B Warrants, to ten institutional investors for $10,000,000. The Preferred
Shares are convertible into shares of the Company's Common Stock. Prior to
September 19, 1998 (or such earlier date as the market price of the Company's
Common Stock is $3.45 or less for five consecutive trading days) the number of
shares issuable upon the conversion of each Preferred Share is to be determined
by dividing $1,000 by $8.28. On or after September 19, 1998 the number of shares
issuable upon the conversion of each Preferred Share is to be determined by
dividing $1,000 by the lower of (i) $8.28, or (ii) the average price of the
Company's common stock for any two trading days during the ten trading days
preceeding the conversion date. Each Series A Warrant allows the holder to
purchase one share of the Company's common stock for $8.62 at any time prior to
December 22, 2001. Each Series B Warrant allows the holder to purchase one share
of the Company's Common Stock for $9.31 at any time prior to December 22, 2001.
The Company's Common Stock and Warrants trade on the American
Stock Exchange ("AMEX"). The rules of AMEX require a corporation, the securities
of which are listed on the AMEX, to obtain shareholder approval if more than 20%
of a corporations's common stock will be sold in a private offering and below
the market price of the corporation's common stock.
Immediately prior to the sale of the Preferred Shares, the Company
had 11,218,910 issued and outstanding shares of common stock. The market price
of the Company's common stock on the date the Preferred Shares were sold was
$6.90 per share.
Since the Series D Preferred Shares could be converted into shares
of the Company's Common Stock at a conversion price which is less than $6.90, it
is possible, depending upon the market price of the Company's Common Stock on
the date of the conversion, that more than 2,243,782 shares could be issued at a
Conversion Price of less than $6.90 per share.
For purposes of applying this particular rule to shares issuable
upon the conversion of the Preferred Shares, the AMEX considers (i) the issuance
of common stock upon the conversion of the Preferred Shares to be a sale of the
Company's common stock, (ii) the price at which the Preferred Shares are
converted (the "Conversion Price") to be the price at which the shares of Common
Stock are sold, (iii) the price of the Company's common stock on the date of the
sale of the Preferred Shares ($6.90) to be the "market price" and (iv) any
shares issued at a Conversion Price which is less than $6.90 to be issued at
less than market price.
Consequently, the AMEX rule would prohibit the Company from
issuing more than 2,243,782 shares at a Conversion Price of less than $6.90
unless shareholder approval is obtained for the issuance of these additional
shares.
In order to avoid any violation of the AMEX rules relating to the
<PAGE>
issuance of shares below the market price of the Company's common stock, the
terms of the Preferred Shares provide that no more than 2,243,782 shares may be
issued at a Conversion Price which is less than $6.90, unless the Company
obtains shareholder approval for the issuance of more than 2,243,782 shares upon
the conversion of the Preferred Shares at a Conversion Price of less than $6.90.
If a majority of the shareholders present in person or by proxy at
the annual meeting do not approve the additional issuance of shares, the Company
will be required to redeem those Preferred Shares which would otherwise be
convertible, at a Conversion Price of less than $6.90, into more than 2,243,782
shares. The redemption price is $1,250 for each Preferred Share.
The Company is requesting the Company's shareholders, if it should
be necessary, to approve the issuance of such number of common shares as may be
required upon the conversion of the Preferred Shares. The Company's Board of
Directors believes that approval of this proposal is in the best interests of
both the Company and its stockholders and unanimously recommends that
stockholders vote "FOR" this Proposal.
PROPOSAL TO ADOPT 1998 INCENTIVE STOCK OPTION PLAN
- --------------------------------------------------
Shareholders are being requested to vote on the adoption of the
Company's 1998 Incentive Stock Option Plan ("the 1998 Plan"). The purpose of the
1998 Incentive Stock Option Plan is to furnish additional compensation and
incentives to the Company's officers and employees.
The 1998 Plan, if adopted, will authorize the issuance of up to
300,000 shares of the Company's Common Stock to persons that exercise options
granted pursuant to the 1998 Plan. As of the date of this Proxy the Company had
not granted any options pursuant to the 1998 Plan.
The 1998 Plan was adopted by the Board of Directors on , 1998. Any
options granted under the 1998 Plan must be granted before , 2008. If adopted,
the 1998 Plan will function and be administered in the same manner as the
Company's other Incentive Stock Option Plans. See "Election of Directors - Stock
Option and Bonus Plans". The Board of Directors recommends that the shareholders
of the Company approve the adoption of the 1998 Plan.
PROPOSAL TO ADOPT 1998 NON-QUALIFIED STOCK OPTION PLAN
- ---------------------------------------------------------
Shareholders are being requested to vote on the adoption of the
Company's 1998 Non-Qualified Stock Option Plan ("the 1998 Non-Qualified Plan").
The Company's employees, directors and officers, and consultants or advisors to
the Company are eligible to be granted options pursuant to the 1998
Non-Qualified Plan as may be determined by the Company's Compensation Committee
which administers the Plan, provided however that bona fide services must be
rendered by such consultants or advisors and such services must not be in
connection with the offer or sale of securities in a capital-raising
transaction.
The 1998 Non-Qualified Plan, if adopted, will authorize the
issuance of up to 300,000 shares of the Company's Common Stock to persons that
exercise options granted pursuant to the Plan. As of the date of this Proxy
Statement, no options have been granted pursuant to the 1998 Non-Qualified Plan.
<PAGE>
The 1998 Non-Qualified Plan was adopted by the Board of Directors
on , 1998. Any options granted under the 1998 Non-Qualified Plan must be granted
before 2008.
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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The Board of Directors has selected Deloitte & Touche, independent
certified public accountants, to audit the books and records of the Company for
the 1998 fiscal year. Deloitte & Touche served as the the Company's independent
public accountants for the fiscal year ended September 30, 1997. A
representative of Deloitte & Touche is not expected to be present at the
shareholders' meeting.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
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The Company's Annual Report on Form 10-K for the year ending
September 30, 1997 will be sent to any shareholder of the Company upon request.
Requests for a copy of this report should be addressed to the Secretary of the
Company at the address provided on the first page of this proxy statement.
SHAREHOLDER PROPOSALS
- ---------------------
Any shareholder proposal which may properly be included in the
proxy solicitation material for the 1999 annual meeting of shareholders must be
received by the Secretary of the Company no later than .
GENERAL
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The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement, and all other costs in connection with
solicitation of proxies will be paid by the Company including any additional
solicitation made by letter, telephone or telegraph. Failure of a quorum to be
present at the meeting will necessitate adjournment and will subject the Company
to additional expense. The Company's annual report, including financial
statements for the 1997 fiscal year, is included in this mailing.
Management of the Company does not intend to present and does not
have reason to believe that others will present any other items of business at
the annual meeting. However, if other matters are properly presented to the
meeting for a vote, the proxies will be voted upon such matters in accordance
with the judgment of the persons acting under the proxies.
Please complete, sign and return the enclosed proxy promptly. No postage is
required if mailed in the United States.
<PAGE>
CEL-SCI CORPORATION
This Proxy is Solicited by the Board of Directors
The undersigned stockholder of the Company, acknowledges receipt of the
Notice of the Annual Meeting of Stockholders, to be held May 29, 1998, 10:00
A.M. local time, at the ________________________, Alexandria, Virginia, 22314,
and hereby appoints Maximilian de Clara or Geert R. Kersten with the power of
substitution, as Attorneys and Proxies to vote all the shares of the undersigned
at said annual meeting of stockholders and at all adjournments thereof, hereby
ratifying and confirming all that said Attorneys and Proxies may do or cause to
be done by virtue hereof. The abovenamed Attorneys and Proxies are instructed to
vote all of the undersigned's shares as follows:
(1) To elect the directors who shall constitute the Company's Board of
Directors for the ensuing year.
/ / FOR all nominees listed below (except as marked to the contrary
below)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST
BELOW)
/ / WITHHOLD AUTHORITY to vote for all nominees listed below
Nominees:
Maximilian de Clara Geert R. Kersten Mark V. Soresi
F. Donald Hudson
(2) To approve the issuance of such number of shares of common stock as
may be required by the terms of the Company's Series D Preferred Stock.
/ / FOR / / AGAINST / / ABSTAIN
(3) To approve the adoption of the Company's 1998 Incentive Stock Option
Plan.
/ / FOR / / AGAINST / / ABSTAIN
(4) To approve the adoption of the Company's 1998 Non-Qualified Stock
Option Plan.
/ / FOR / / AGAINST / / ABSTAIN
<PAGE>
(5) To ratify the appointment of Deloitte & Touche as the Company's
independent accounts for the fiscal year ending September 30, 1998.
/ / FOR / / AGAINST / / ABSTAIN
To transact such other business as may properly come before the
meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS INDICATED, THIS PROXY
WILL BE VOTED IN FAVOR OF ITEMS 1 THROUGH 5.
Dated this________ day of____ , 1998.
_________________________________________
(Signature)
__________________________________________
(Signature)
Please sign your name exactly as it
appears on your stock certificate. If
shares are held jointly, each holder
should sign. Executors, trustees, and
other fiduciaries should so indicate when
signing.
Please Sign, Date and Return this Proxy
so that your shares may be voted at the
meeting.
<PAGE>
__________________, 1998
Securities and Exchange Commission 450 5th Street, N.W.
Washington, D.C. 20549
Re: CEL-SCI Corporation
Commission File No. 0-11503
On behalf of the above-captioned Company, enclosed herewith please
find a copy of the Company's Definitive Proxy Statement and proxy. These
materials will be mailed to the security holders of the Company on ___________
, 1998.
Very truly yours,
HART & TRINEN, L.L.P.
By William T. Hart
WTH:sa
Enclosures
