SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a party other than the Registrant [ ]
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[x ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Cortech, Inc.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[x] No fee required
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computed pursuant to Exchange Act Rule 0-11 (set forth the
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PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD, NY 11717
Text
PLEASE VOTE YOUR CORTECH SHARES USING THE TOLL-FREE 800 NUMBER LISTED
BELOW UNDER "PROXYGRAM INSTRUCTIONS."
CORTECH DELIVERS WHILE MR. KOETHER DISTRACTS AND DISTORTS.
Evidence that your Board's plan is working is Cortech's announcement today that
it has retained Mr. Joachim von Roy (a former President of Bristol-Myers Squibb,
Europe and a new Cortech director) to establish a company in Munich, based on
Cortech's protease inhibitor technology. With minimal cash outlays from Cortech,
this market driven venture is intended to capitalize on Cortech's existing
relationships with internationally recognized protease research groups at the
Max Planck Institute and the University of Munich. It is anticipated that
Cortech will retain a substantial equity position in the new venture.
Cortech's Board is motivated, qualified, and has a plan to produce value for the
shareholders. Four of your five current Board members are new and three of them
have distinguished backgrounds in science and/or the biopharmaceutical industry.
These new members looked at our portfolio, believed that they could add value,
and agreed to join your Board.
CORTECH STICKS TO THE FACTS WHILE MR. KOETHER PLAYS FAST AND LOOSE WITH THEM.
Last year we stated that our goal, after restructuring, was to hold the rate of
future cash depletion to less than $1 million per year. We have been
aggressively pursuing this goal. We have made tough business and personal
decisions reducing Cortech's staff from 200 to 9 while still maintaining the
ability to market our technology. These reductions, along with additional
reductions in facility and transaction costs, will allow us to hold the rate of
cash depletion to approximately $1 to $1.5 million per year over the next two
years. Ours is not a caretaker Board. We are doing more with less.
Mr. Koether continues to complain about the BioStar merger. The cancellation of
that merger was a disappointment to me. BioStar's sales outlook was extremely
favorable. They had patented technologies, partners willing to fund ongoing
research, unique marketing arrangements, and an intent to maximize the value of
Cortech's technology portfolio. Mr. Koether's tactics, indeed, his mere presence
as a shareholder of Cortech, contributed to the loss of that deal. How many
other legitimate opportunities will we lose with his involvement in our Company,
or, heaven forbid, if he is in control?
Please take this opportunity to call the toll-free 800 number listed below. Vote
your shares with management and its prudent plan for the future.
On behalf of your Board of Directors, thank you for your support.
Sincerely,
Bert Fingerhut
Chairman of the Board and
Acting Chief Executive Officer
TOLL-FREE PROXYGRAM OPERATORS WHO ARE
INDEPENDENT OF THE COMPANY ARE
AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call Toll-Free 1-800-437-7699 between 8:00 a.m. and 12:00
midnight eastern time.
2. Tell the operator that you wish to send a collect ProxyGram to ID No. 5332,
Cortech, Inc.
3. State your name, address and telephone number.
4. State the bank or broker at which your shares are held and your control
number as shown below:
Name:
Broker:
Control Number:
Number of Shares:
If you need assistance in voting, please call D.F. King & Co., Inc.
at 1-800-848-3410.
CORTECH, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 4, 1998
The undersigned hereby appoints Bert Fingerhut, Diarmuid Boran and John
Cheronis, M.D., and each of them, as attorneys and proxies of the undersigned,
with full power of substitution, to vote all of the shares of Common Stock of
Cortech, Inc. (the "Company") which the undersigned may be entitled to vote at
the Annual Meeting of Stockholders of the Company to be held at the Renaissance
Hotel, 3801 Quebec Street, Denver, Colorado on Friday, September 4, 1998, at
9:00 a.m., local time, and at any and all postponements, continuations and
adjournments thereof, with all powers that the undersigned would possess if
personally present, upon and in respect of the following matters and in
accordance with the following instructions, with discretionary authority as to
any and all other matters that may properly come before the meeting.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR
THE NOMINEES LISTED IN PROPOSAL 1, FOR PROPOSALS 2, 3 AND 4 AND AGAINST PROPOSAL
5, ALL AS MORE SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC
INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.
PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors recommends a vote FOR the Nominee(s) listed below.
( ) FOR the nominee(s) listed ( ) WITHHOLD AUTHORITY to
below (except as marked vote for the nominee(s)
to the contrary below). listed below.
NOMINEE:
Lawrence M. Gold (Class I Director)
Joachim von Roy (Class I Director)
John P. Papp (Class I Director)*
John C. Cheronis (Class III Director)*
* Nominated for election solely in the event Proposal 5 to increase the size of
the Board, which is opposed by the Board of Directors, is approved.
INSTRUCTIONS: (To withhold authority to vote for any nominee(s), give that
nominee(s) name to the operator.)
PROPOSAL 2: To approve an amendment to the Company's Certificate of
Incorporation that provides for a one-for-ten reverse stock split.
( ) FOR ( ) AGAINST ( ) ABSTAIN
The Board of Directors recommends a vote FOR Proposal 2.
PROPOSAL 3: To amend Article IX, Section 1 of the Company's Certificate of
Incorporation to provide that the number of directors shall be set
by the Board of Directors.
( ) FOR ( ) AGAINST ( ) ABSTAIN
The Board of Directors recommends a vote FOR Proposal 3.
PROPOSAL 4: To ratify the selection of Arthur Andersen LLP as independent
auditors of the Company for its fiscal year ending December 31,
1998.
( ) FOR ( ) AGAINST ( ) ABSTAIN
The Board of Directors recommends a vote FOR Proposal 4.
PROPOSAL 5: To amend Article 3, Section 3.1 of the Company's Bylaws to set
the number of directors to serve on The Board of Directors at
seven.
( ) FOR ( ) AGAINST ( ) ABSTAIN
The Board of Directors recommends a vote AGAINST Proposal 5.
Please sign exactly as your name appears hereon. If the stock is registered in
the names of two or more persons, each should sign. Executors, administrators,
trustees, guardians and attorneys-in-fact should add their titles. If signer is
a corporation, please give full corporate name and have a duly authorized
officer sign, stating title. If signer is a partnership, please sign in
partnership name by authorized person.
