SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
CORTECH, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
________________________________________________________________________________
1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total fee paid:
[_] Fee paid previously with preliminary materials:
________________________________________________________________________________
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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CORTECH, INC.
376 MAIN STREET
P.O. BOX 74
BEDMINSTER, NEW JERSEY 07921
(908) 234-1881
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 23, 2000
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Cortech,
Inc. (the "Company") will be held on Tuesday, May 23, 2000 at 8:30 a.m., local
time, at The Olde Mill Inn, 225 Route 202, Basking Ridge, New Jersey 07920 for
the purpose of considering and acting upon the following matters:
1. To elect one Class III director to serve until his term expires in 2003
or until his respective successor is duly elected and qualified;
2. To transact such other business as may properly come before the Annual
Meeting or any adjournment(s), postponement(s) or continuation(s) thereof.
Only stockholders of record at the close of business on April 10, 2000, are
entitled to notice of and to vote at the Annual Meeting and at any and all
adjournments, postponements or continuations thereof. A list of stockholders
entitled to vote at the Annual Meeting will be available for inspection during
ordinary business hours by any stockholder for any purposes germane to the
meeting, at the Company's offices at 376 Main Street, Bedminster, New Jersey
07921, for a period of at least ten days prior to the Annual Meeting and will
also be available for inspection at the Annual Meeting.
All stockholders are cordially invited to attend the Annual Meeting in
person, however, to assure your representation at the Annual Meeting, you are
urged to mark, sign, date and return the enclosed Proxy as promptly as possible
in the envelope enclosed for that purpose. If you attend the Annual Meeting, you
may vote in person even though you returned a Proxy.
By Order of the Board of Directors
/s/ Paul O. Koether
----------------------------
Paul O. Koether
Chairman
Date: April 20, 2000
YOUR VOTE IS IMPORTANT
In order to assure your representation at the meeting, you are requested to
complete, sign and date the enclosed Proxy as promptly as possible and return it
in the enclosed envelope.
<PAGE>
CORTECH, INC.
376 MAIN STREET
P.O. BOX 74
BEDMINSTER, NEW JERSEY 07921
(908) 234-1881
------------------------
PROXY STATEMENT FOR THE ANNUAL MEETING
May 23, 2000
INFORMATION CONCERNING SOLICITATION AND VOTING
General
This Proxy Statement is being furnished to the stockholders of Cortech,
Inc., a Delaware corporation (the "Company"), in connection with the
solicitation of proxies, in the form enclosed, by the Board of Directors of the
Company, for use at the Annual Meeting of Stockholders (the "Annual Meeting") to
be held on Tuesday, May 23, 2000, at 8:30 a.m. at The Olde Mill Inn, 225 Route
202, Basking Ridge, New Jersey 07920, and at any and all adjournments,
postponements or continuations thereof, for the purposes set forth herein and in
the accompanying Notice of Annual Meeting of Stockholders. The Company's
telephone number is (908) 234-1881.
These proxy solicitation materials are first being mailed on or about April
20, 2000 to all stockholders entitled to vote at the Annual Meeting.
Voting Rights and Solicitation of Proxies
Only stockholders of record at the close of business on April 10, 2000 (the
"Record Date"), are entitled to notice of and to vote at the Annual Meeting. On
the Record Date, 1,852,209 shares of the Company's common stock, $.002 par value
per share (the "Common Stock"), were issued and outstanding. The presence,
either in person or by proxy, of the holders of a majority of the total number
of shares of Common Stock outstanding on the Record Date is necessary to
constitute a quorum at the Annual Meeting.
Holders of Common Stock are entitled to one vote, in person or by proxy,
for each share of Common Stock owned on the Record Date.
Valid proxies will be voted in accordance with the instructions indicated
thereon. In the absence of contrary instructions, shares represented by valid
proxies will be voted FOR the proposal to elect as a director the nominee listed
under the caption "Election of Director". No other business is expected to come
before the Annual Meeting but should any other matter requiring a vote of
stockholders properly arise, it is the intention of the persons named in the
enclosed form of proxy to vote such proxy in accordance with their best judgment
on such matter.
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Execution of the enclosed proxy card will not prevent a stockholder from
attending the Annual Meeting and voting in person. Any proxy may be revoked at
any time prior to the exercise thereof by delivering a written revocation or a
new proxy bearing a later date to the Secretary of the Company, 376 Main Street,
P.O. Box 74, Bedminster, New Jersey 07921, or by attending the Annual Meeting
and voting in person. Attendance at the Annual Meeting will not, however, in and
of itself constitute revocation of a proxy.
The cost of soliciting proxies will be borne by the Company. In addition,
the Company will reimburse brokerage firms and other persons representing
beneficial owners of shares for their expenses in forwarding solicitation
materials to such beneficial owners. Proxies may be solicited by certain of the
Company's directors, officers and regular employees, without additional
compensation, personally or by telephone or telegram.
Abstentions and broker "non-votes" are included in the determination of the
number of shares present at the meeting for quorum purposes. An abstention will
have the same effect as a negative vote, but broker "non-votes" are not counted
in the tabulations of the votes cast on proposals presented to stockholders
because shares held by a broker are not considered to be entitled to vote on
matters as to which broker authority is withheld. A broker "non-vote" occurs
when a nominee holding shares for a beneficial owner does not vote on a
particular proposal because the nominee does not have discretionary voting power
with respect to that item and has not received instructions from the beneficial
owner.
ELECTION OF DIRECTOR
The Company's Certificate and Bylaws, each as amended, currently provide
that the Board of Directors shall be divided into three classes, each class
consisting, as nearly as possible, of one-third of the total number or
directors, with each class having a three-year term.
The Company currently has a total of five directors, consisting of two
Class I directors, whose terms expire in 2001; two Class II directors, whose
terms expire in 2002; and one Class III director, whose term expires in 2000.
The person nominated for election has agreed to serve if elected, and
management has no reason to believe that such nominee will be unable to serve.
However, in the event that such nominee becomes unable or unwilling to accept
nomination or election as a result of an unexpected occurrence, the shares
represented by the enclosed proxy will be voted for the election of such
substitute nominee as management may propose.
Set forth below is biographical information for the person nominated for
election to the Board of Directors and each other person whose term of office as
a director will continue after the Annual Meeting, including information
furnished by them as to their principle occupations at present and for the past
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five years, certain directorships held by each, their ages as of April 10, 2000
and the year in which each continuing director became a director of the Company.
Continuing Class I Directors
Paul O. Koether, 63, Chairman and Director of the Company since September
1998, is principally engaged in the following businesses: (i) as Chairman and
director of Kent Financial Services, Inc. ("Kent") since July 1987 and President
since October 1990 and the general partner since 1990 of Shamrock Associates, an
investment partnership which is the principal stockholder of Kent and (ii)
various positions with affiliates of Kent, including Chairman since 1990 and a
registered representative since 1989 of T. R. Winston & Company, Inc.
("Winston"), a retail broker dealer. Mr. Koether is also the President of Asset
Value Management, Inc. ("AVM"), a wholly owned subsidiary of Kent. AVM is the
sole general partner of Asset Value Fund Limited Partnership ("AVFLP"). Mr.
Koether also has been Chairman since April 1988, President from April 1989 to
February 1997 and director since March 1988 of Pure World, Inc., ("Pure World")
and since December 1994 has been a director and since January 1995 has been
Chairman of Pure World's wholly-owned subsidiary, Pure World Botanicals
Inc.("PWBI") a manufacturer and distributor of natural products. He is also
Chairman and a director of Pure World's principal stockholder, Sun Equities
Corporation, ("Sun") a private company. From July 1992 to January 2000, Mr.
Koether was Chairman of Golf Rounds.com, Inc. ("Golf Rounds") which operates
internet golf and skiing sites.
John W. Galuchie, Jr., 47, a certified public accountant and President and
Director of the Company since September 1998, is principally engaged in the
following businesses: (i) Winston, as President since January 1990 and director
since September 1989; (ii) Kent, in various executive positions since 1986;
(iii) Pure World, as Executive Vice President since April 1988 and for more than
five years as Vice President and director of Sun. Mr. Galuchie is also the Vice
President, Secretary and Treasurer of AVM, the sole general partner of AVFLP.
Since September 1999, Mr. Galuchie has been a director and since March 2000,
Chairman of Gish Biomedical, Inc., a medical device manufacturer. Mr. Galuchie
served as a director of Crown NorthCorp, Inc. from June 1992 to August 1996, an
asset management company. From December 1998 to June 1999, Mr. Galuchie was a
director of HealthRite, Inc., a nutritional products company. From July 1992 to
January 2000, Mr. Galuchie was Vice President, Treasurer and director of Golf
Rounds.
Continuing Class II Directors
Leonard M. Tannenbaum, 28, a chartered financial analyst and Director of
the Company since November 1999, has been President of CollectingNation.com, LLC
since June 1999 and a director of the New World Coffee & Bagel, Inc. since March
1999. Mr. Tannenbaum has been a Managing partner at MYFM Capital, LLC since
March 1998, and Principal with LAR Management, Inc. from April 1997 to April
1999. From June 1994 to June 1996, Mr. Tannenbaum was Assistant Vice President
and analyst in the Small Company Group at Merrill Lynch & Co, Inc. Mr.
Tannenbaum was also a director of WesTower, Inc., a manufacturer of cellular
towers from March 1999 to August 1999.
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Sheri Perge, 41, Director of the Company since November 1999, has been
Director of Loan Acquisitions at GE Capital Real Estate since January 1998 and
from December 1996 to January 1998 served as Director of Marketing for GE
Capital Realty Group. Between March 1996 and December 1996, Ms. Perge served
with Crown NorthCorp and it's predecessor NorthCorp Realty Advisors, Inc., in
several positions including Director of Contracting, Senior Marketing Manager
and Director of Corporate Marketing.
Nominee for Class III Director
James L. Bicksler, Ph.D., 62, Director of the Company since September 1998,
is a Professor of Economics and Finance, Graduate School of Management, Rutgers
University, a position he has held since 1969.
Board Meetings and Committees
During the fiscal year ended December 31, 1999, the Board of Directors held
four meetings. The Board currently has an Audit Committee composed of Ms. Perge,
as Chairman and Dr. Bicksler. The Audit Committee meets with the Company's
independent auditors at least annually to review the results of the annual audit
and discuss the financial statements and recommends to the Board the independent
auditors to be retained. The Audit Committee met once during 1999.
During the year ended December 31, 1999, each Board member, except former
Board Members Mr. Fingerhut, Dr. Repine and Mr. Finkelstein, attended 75% or
more of the aggregate of the meetings of the Board and of the committees on
which they served, held during the period for which each was a director or
committee member, respectively.
Director's Fees
Directors who are not employees of the Company receive a monthly fee of
$500 plus $1,000 for each day of attendance at board and committee meetings and
$500 for each day of attendance telephonically at board and committee meetings.
During 1999, the Company paid directors fees in the aggregate amount of $4,500.
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BENEFICIAL OWNERSHIP
Security Ownership of Officers, Directors,
Nominees and Certain Stockholders
The following table sets forth the beneficial ownership of Common Stock of
the Company as of the March 31, 2000, by each person who was known by the
Company to beneficially own more than 5% of the Common Stock, by each current
director and Nominee and by all current directors, Nominees and officers as a
group:
Number of Shares Approximate
Name and Address of of Common Stock Percent
Beneficial Owner Beneficially Owned(1) of Class
---------------------- --------------------- ------------
Asset Value Fund Limited 700,000 37.79%
Partnership (2)
376 Main Street
PO Box 74
Bedminster, NJ 07921
Paul O. Koether (2) (3) 700,000 37.79%
211 Pennbrook Road
PO Box 97
Far Hills, NJ 07931
John W. Galuchie, Jr.(2) (3) 700,000 37.79%
376 Main Street
PO Box 74
Bedminster, NJ 07921
James L. Bicksler - -
96 Inwood Ave
Upper Montclair, NJ 07043
Sue Ann Itzel (2) (3) 700,000 37.79%
376 Main Street
PO Box 74
Bedminster, NJ 07921
Leonard M. Tannenbaum 7,000 *
700 Scarsdale Avenue #2C
Scarsdale, NY 10583
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Number of Shares Approximate
Name and Address of of Common Stock Percent
Beneficial Owner Beneficially Owned(1) of Class
---------------------- --------------------- ------------
Sheri Perge 1,000 *
Two Bent Tree Tower
16479 Dallas Parkway
Suite 400
Dallas, TX 75248-2661
Biotechnology Value Fund L.P.(4) 238,883 12.97%
227 West Monroe Street
Suite 4800
Chicago, IL 60606
All directors and officers 708,000 38.22%
as a group (6 persons)
-----------------------------------
* Represents less than one percent.
(1) This table is based upon information supplied by the Company's officers,
directors and principal stockholders and Schedule 13D filed with the
Securities Exchange Commission (the "SEC"). Unless otherwise indicated in
the footnotes to this table and subject to community property laws where
applicable, the Company believes that each of the stockholders named in
this table has sole voting and investment power with respect to the shares
indicated as beneficially owned. Applicable percentages are based on
1,852,209 shares outstanding on March 31, 2000, adjusted as required by
rules promulgated by the SEC.
(2) The sole general partner of Asset Value Fund Limited Partnership ("Asset
Value") is Asset Value Management, Inc. ("AVM"), a Delaware corporation and
wholly-owned subsidiary of Kent Financial Services Inc. ("Kent"), a
Delaware corporation. Mr. Koether is the Chairman and President of Kent and
the President of AVM. Mr. Galuchie is the Executive Vice President and
Treasurer of Kent and Vice President, Secretary and Treasurer of AVM and
Ms. Itzel is the Assistant Secretary and Assistant Treasurer of AVM and
Secretary of Kent.
(3) Includes 700,000 shares held by Asset Value.
(4) The shares reported are beneficially owned by BVF Partners L.P.
("Partners") and by its general partner BVF, Inc. ("BVF, Inc.") which is
also an investment advisor to Partners. Partners is the general partner of
Biotechnology Value Fund II, L.P. ("BVF2"), an investment limited
partnership. BVF2 disclaims beneficial ownership of shares beneficially
owned by Partners on behalf of certain managed investment accounts.
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Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act as amended and the regulations
and rules promulgated thereunder require that the Company's officers, directors
and persons who own more than ten percent of a registered class of the Company's
equity securities ("Principal Owners"), (i) file reports of ownership and
changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange
Commission and the National Association of Securities Dealers and (ii) furnish
copies of these filings to the Company.
Based solely on the Company's review of the copies of such forms it has
received and representations from certain reporting persons that they were not
required to file Forms 5 for specified fiscal years, the Company believes that
all its officers, directors and Principal Owners complied with all filing
requirements applicable to them with respect to transactions during 1999.
EXECUTIVE COMPENSATION
The table below sets forth for the fiscal years ended December 31, 1999,
1998 and 1997, the compensation of any person who, as of December 31, 1999, was
an Executive Officer of the Company with annual compensation in excess of
$100,000 ("Executive Officers").
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term Compensation
Annual Compensation Award
------------------------------- --------------------------------------
Securities
Name and Underlying All Other
Principal Position Year Salary Bonus Options Compensation(1)
- ------------------ ---- ------ ----- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Paul O. Koether (2) 1999 $ - $ - - $ -
Chief Executive 1998 - - - -
Officer and
Chairman of the
Board
John W. Galuchie, Jr.(2) 1999 $ - $ - - $ -
President 1998 - - - -
Kenneth R., Lynn (3) 1999 $ - $ - - $ -
Former President, 1998 135,975 - - 459,887
Chief Executive Officer 1997 265,513 65,000 - 1,141
and Chairman of
the Board
Joseph L. Turner (4) 1999 $ - $ - - $ -
Former Vice President 1998 - - - -
Finance and Administration 1997 165,537 - - 2,165
Chief Financial Officer
and Secretary
Diarmuid Boran (5) 1999 $ - $ - - $109,400
Former Vice President 1998 140,375 - - 1,707
Corporate Development 1997 140,364 30,000 - 1,708
and Planning
</TABLE>
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- --------------------
(1) Includes matching payments by the Company under its 401(k) Plan and premium
paid by the Company for group term life insurance. For 1998, the amounts
were $664 and $456, respectively, for Mr. Lynn and $1,404 and $304,
respectively, for Mr. Boran. In addition, for Mr. Lynn, this amount
includes severance benefits as more fully described in (3) below. For 1999,
for Mr. Boran, this amount represents severance benefits.
(2) Mr. Koether and Mr. Galuchie were elected to their current positions on
September 20, 1998 and receive no compensation or fees for their services.
(3) Mr. Lynn left all positions with the Company as of May 18, 1998. In
accordance with the prior Board's determination that Mr. Lynn's departure
constituted a Termination Event under the Executive Compensation and
Benefits Agreement dated as of October 14, 1997 between the Company and Mr.
Lynn, Mr. Lynn was entitled to receive the benefits provided thereunder,
subject to the modifications set forth in the letter agreement dated May
18, 1998 between Mr. Lynn and the prior Board: (i) the lump sum salary
continuation payment was limited to 20 months salary or $441,667, (ii) no
pro rata bonus was paid, and (iii) all outstanding options held by Mr. Lynn
were terminated and extinguished. Pursuant to the letter agreement, Mr.
Lynn agreed to make himself available as a consultant to the Company
through June 30, 1998 at a rate equal to half of his former rate of
compensation; consulting fees totaling $17,100 were paid to Mr. Lynn during
such period. In addition, the Company entered into an indemnity agreement
with Mr. Lynn whereby it agreed to indemnify him against claims arising in
connection with acts or omissions arising out of his service as a director,
executive, employee, consultant and/or agent of the Company.
(4) Mr. Turner resigned as an officer and employee of the Company as of
December 1, 1997. At such time, Mr. Turner and the Company entered into an
agreement pursuant to which Mr. Turner served as a consultant and continued
to receive his former salary through June 30, 1998. Stock options held by
Mr. Turner at the time of his resignation continued to vest until June 30,
1998.
(5) Mr. Boran became an executive officer in 1995. In May 1998, Mr. Boran was
appointed Chief Operating Officer and Acting Chief Financial Officer of the
Company. Mr. Boran resigned effective December 31, 1998 and received as a
severance benefit approximately nine months salary which included an
arrangement to provide consulting services to the Company.
Stock Option Grants and Exercises
---------------------------------
No options were granted to or exercised by the Named Executive Officers
during 1999, 1998 or 1997.
The table below contains information concerning the fiscal year-end value
of unexercised options held by the Executive Officers.
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<TABLE>
<CAPTION>
Fiscal Year-End Options Values
---------------------------------------------------------
Value of Unexercised
Number of Unexercised In-the-Money
Options at 12/31/99 Options at 12/31/99
Exercisable/Unexercisable Exercisable/Unexercisable(1)
------------------------- ----------------------------
Name
----
<S> <C> <C> <C> <C>
Paul O. Koether - / - $ - / -
John W. Galuchie, Jr. - / - - / -
Kenneth R. Lynn - / - - / -
Joseph L. Turner 16,400 / 15,400 - / -
Diarmuid Boran - / - - / -
(1) There were no In-the-Money options at December 31, 1999.
</TABLE>
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Indemnification
- ---------------
The Company's Certificate of Incorporation and Bylaws provide, among other
things, that the Company will indemnify each officer or director, under the
circumstances and to the extent provided for therein, for expenses, damages,
judgments, fines and settlements he may be required to pay in actions or
proceedings to which he is or may be made a party by reason of his position as a
director, officer or other agent of the Company, and otherwise to the full
extent permitted under Delaware law.
Severance Agreements
- --------------------
Kenneth R. Lynn and Diarmuid Boran entered into certain arrangements with
Cortech which provided for certain payments and benefits. Joseph L. Turner,
Cortech's former Vice President, Finance and Administration, Chief Financial
Officer and Secretary, entered into a consulting arrangement with Cortech upon
his resignation on December 1, 1997 (see Footnote 4 to the "Summary Compensation
Table").
INDEPENDENT PUBLIC ACCOUNTANTS
PricewaterhouseCoopers ("PWC") served as the Company's independent public
accountants for the fiscal year ended December 31, 1999 and have been selected
to serve as the Company's independent public accountants for the fiscal year
ending December 31, 2000. It is not expected that a representative of PWC will
be present at the Annual Meeting.
STOCKHOLDERS' PROPOSALS
Any stockholder who desires to present proposals to the next annual meeting
and to have such proposals set forth in the proxy statement mailed in
conjunction with such annual meeting must submit such proposals to the Company
not later than December 20, 2000. All stockholder proposals must comply with
Rule 14a-8 promulgated by the Securities and Exchange Commission.
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ADDITIONAL INFORMATION
A copy of the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1999 accompanies this Proxy Statement.
Your cooperation in promptly marking, signing, dating and mailing the
enclosed proxy card will be greatly appreciated.
By Order of the Board of Directors
/s/ Paul O. Koether
--------------------------
PAUL O. KOETHER
Chairman
Dated: April 20, 2000
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CORTECH, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS, MAY 23, 2000
The undersigned hereby appoints Paul O. Koether and John W. Galuchie, Jr.,
or either of them, as proxies with full power of substitution to vote all shares
of common stock, par value $.002 per share, of Cortech, Inc. which the
undersigned is entitled to vote, with all powers the undersigned would possess
if personally present, at the Annual Meeting of Stockholders of Cortech, Inc. to
be held on Tuesday, May 23, 2000 and at any adjournment(s), postponement(s) or
continuation(s) thereof. The proxies are instructed on the reverse side. In
their discretion, the proxies are authorized to vote upon such other business as
may properly come before the Annual Meeting and any adjournment(s),
postponement(s) or continuation(s) thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS MADE HEREON. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED
BY THIS PROXY WILL BE VOTED "FOR" THE PERSON NAMED HEREON AS A DIRECTOR, AND
"FOR" SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AS THE PROXY
HOLDERS DEEM ADVISABLE. BY MARKING, SIGNING, DATING AND RETURNING THIS PROXY,
THE UNDERSIGNED HEREBY REVOKES ALL PRIOR PROXIES.
<PAGE>
ITEM 1. To elect the nominee whose name appears below as a Class III
director for a term of three years or until his successor is duly
elected and qualified:
FOR nominee listed below
WITHHOLD AUTHORITY to vote for nominee listed below
Nominee:
James L. Bicksler, Ph.D.
ITEM 2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" ITEM 1. A proxy submitted which either gives no direction or
which "abstains" on all issues, will be counted for the purpose of determining
whether a quorum is present at the Annual Meeting.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
Signature Date , 2000
---------------------------------- ------------------------
Signature and title or authority
Signature Date , 2000
---------------------------------- ------------------------
Signature if held jointly
IMPORTANT: Signature(s) should agree with name(s) as printed on this proxy. When
shares are held by Joint Tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
