[DNAP LOGO]
April 7, 1995
Dear Stockholder:
You are cordially invited to attend our Annual Meeting of Stockholders. The
meeting will be held on Thursday, May 18, 1995, at 10:00 a.m. at the Marriott
Hotel, 200 Marine Boulevard, Berkeley, California. Please let us know if you
plan to attend by calling Ms. Dodie Samuels at (510) 450-9300.
For your convenience, directions to the Annual Meeting are on the back of
the Proxy Statement.
I hope you will be able to attend this meeting and look forward to meeting
you then.
Sincerely,
ROBERT SERENBETZ
Chairman and Chief
Executive Officer
<PAGE>
DNA PLANT TECHNOLOGY CORPORATION
6701 SAN PABLO AVENUE
OAKLAND, CALIFORNIA 94608
--------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
--------------
The annual meeting of the stockholders of DNA Plant Technology Corporation
(the "Corporation") will be held at the Marriott Hotel, 200 Marine Boulevard,
Berkeley, California on Thursday, May 18, 1995, at 10:00 a.m. (local time) for
the following purposes:
1. to elect six directors;
2. to consider and act upon a proposal to amend the Non-Employee
Directors' Stock Option Plan to increase the number of shares available for
grant thereunder;
3. to consider and act upon a proposal to confirm the appointment of
KPMG Peat Marwick LLP as the independent certified public accountants of the
Corporation; and
4. to transact any such other business as may come before the meeting or
any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on March 24, 1995 as
the record date for determining stockholders entitled to notice of and to vote
at the meeting.
A proxy and return envelope are enclosed for your convenience.
By order of the Board of Directors,
CHRIS BRAUNLICH
Vice President and Chief Financial
Officer
April 7, 1995
YOUR VOTE IS IMPORTANT
PLEASE MARK, SIGN, AND DATE THE ENCLOSED PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED SELF-ADDRESSED, STAMPED ENVELOPE.
<PAGE>
DNA PLANT TECHNOLOGY CORPORATION
6701 SAN PABLO AVENUE
OAKLAND, CALIFORNIA 94608
--------------
PROXY STATEMENT
--------------
This Proxy Statement is furnished to the stockholders of DNA Plant
Technology Corporation, a Delaware corporation (the "Corporation"), in
connection with the solicitation of proxies by the Board of Directors for use at
the annual meeting of stockholders of the Corporation to be held on May 18,
1995, and any adjournment or adjournments thereof. A copy of the notice of
meeting accompanies this Proxy Statement. It is anticipated that the mailing of
this Proxy Statement will commence on or about April 11, 1995.
Only stockholders of record at the close of business on March 24, 1995, the
record date for the meeting, will be entitled to notice of and to vote at the
meeting. On the record date the Corporation had outstanding 30,815,838 shares of
Common Stock, par value $.01 per share (the "Common Stock"), which are the only
securities of the Corporation entitled to vote at the stockholders' meeting,
each share being entitled to one vote.
Stockholders who execute proxies may revoke them by giving written notice to
the Secretary of the Corporation at any time before such proxies are voted.
Attendance at the meeting will not have the effect of revoking a proxy unless
the stockholder so attending, in writing, so notifies the Secretary of the
meeting at any time prior to the voting of the proxy.
The Board of Directors does not know of any matter that is expected to be
presented for consideration at the meeting, other than the election of
directors, the proposal to amend the Corporation's Non-Employee Directors' Stock
Option Plan and the confirmation of the appointment of the independent certified
public accountants of the Corporation for the current year. However, if other
matters properly come before the meeting, the persons named in the accompanying
proxy intend to vote thereon in accordance with their judgment.
The Corporation will bear the cost of the meeting and the cost of soliciting
proxies, including the cost of mailing the proxy material. In addition to
solicitation by mail, directors, officers, and regular employees of the
Corporation (who will not be specifically compensated for such services) may
solicit proxies by telephone or otherwise. Arrangements will be made with
brokerage houses and other custodians, nominees, and fiduciaries to forward
proxies and proxy material to their principals, and the Corporation will
reimburse them for their expenses.
All proxies received pursuant to this solicitation will be voted except as
to matters where authority to vote is specifically withheld and, where a choice
is specified as to the proposal, they will be voted in accordance with such
specification. If no instructions are given, the persons named in the proxy
solicited by the Board of Directors of the Corporation intend to vote for the
nominees for election as directors of the Corporation listed herein, for
approval of the proposal to amend the Corporation's Non-Employee Directors'
Stock Option Plan and for the confirmation of the appointment of KPMG Peat
Marwick LLP as independent certified public accountants of the Corporation for
the current year. Abstentions and broker non-votes are not counted as votes cast
on any matter to which they relate.
<PAGE>
PRINCIPAL STOCKHOLDERS
The only two persons known by the Board of Directors to be the beneficial
owner of more than five percent of the outstanding shares of the Common Stock,
as of January 31, 1995, are indicated below:
<TABLE><CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP OF CLASS
- ------------------------------------------------------------------- ---------- --------
<S> <C> <C>
E. I. du Pont de Nemours and Company............................... 5,750,000 (1) 17.1%(1)
8052 Du Pont Building
Wilmington, Delaware 19898
Alida Marine, Inc.................................................. 2,100,000 6.8%(2)
#30-11, Policentro Bldg, 30th Street
Panama City, Republic of Panama
</TABLE>
- ---------
(1) Represents shares owned by E.I. du Pont de Nemours and Company and its
wholly-owned subsidiaries and gives effect to the conversion of 2,750 shares
of the Corporation's Series A Convertible Preferred Stock, par value $.01
per share ("Series A Convertible Preferred Stock"), into 2,750,000 shares of
Common Stock. E. I. du Pont de Nemours and Company has a preemptive right to
purchase additional securities of the Corporation under certain
circumstances.
(2) Alida Marine, Inc. has a preemptive right to purchase additional securities
of the Corporation under certain circumstances.
Except as noted in the footnotes above, (i) none of such shares is known by
the Corporation to be shares with respect to which the beneficial owner has the
right to acquire beneficial ownership and (ii) the Corporation believes the
beneficial owners listed above have sole voting and investment power regarding
the shares shown as being beneficially owned by them.
ELECTION OF DIRECTORS
At the meeting, six directors are to be elected, each to hold office
(subject to the Corporation's By-Laws) until the next annual meeting and until
his successor has been elected and qualified. If any nominee listed in the table
below should become unavailable for any reason, which the management does not
anticipate, the proxy will be voted for any substitute nominee or nominees who
may be selected by the management prior to or at the meeting, or, if no
substitute is selected by the management prior to or at the meeting, for a
motion to reduce the membership of the Board to the number of nominees
available. Directors will be elected by a plurality of the votes cast. The
information concerning the nominees and their security holdings has been
furnished by them to the Corporation.
2
<PAGE>
<TABLE><CAPTION>
YEAR
PRINCIPAL OCCUPATION DURING THE PAST FIRST
FIVE YEARS, ANY OFFICE HELD IN THE ELECTED
NAME AGE CORPORATION, AND OTHER DIRECTORSHIPS A DIRECTOR
- ---------------------- --- ----------------------------------------------------- ----------
<S> <C> <C> <C>
Evelyn Berezin 69 A venture capital consultant since 1987; President of 1981
Greenhouse Management Corporation, the general
partner of a venture capital firm, from 1981 until
1987; Director of CIGNA Corporation and Standard
Microsystems Corporation.
James L. Ferguson 69 Chairman of the Executive Committee of General Foods 1991
from 1987 to 1989; Chairman of the Board and Chief
Executive Officer of General Foods from 1973 to 1987;
Director of Chase Manhattan Corporation, Glaxo
Holdings, p.l.c., and ICOS Corporation.
Dr. Gerald D. Laubach 69 President of Pfizer Inc., a pharmaceutical company, 1991
from 1972 to 1991; Director of CIGNA Corporation,
Bio-Technology General Corp., Affymax N.V., and
Millipore Corporation.
Douglas S. Luke 53 President and Chief Executive Officer of WLD 1982
Enterprises, Inc., a private investment company,
since 1991; Managing Director of Rothschild Inc., an
investment banking, venture capital, and asset
management firm, from 1987 to 1990, and an officer of
Rothschild, Inc., and its predecessor from 1979 to
1990; Director of Orbital Science Corporation and
Regency Realty Corporation.
Robert Serenbetz 50 Chairman of the Corporation since 1994; Chief 1991
Executive Officer of the Corporation since 1992;
President of the Corporation since 1991; Chief
Operating Officer of the Corporation from 1991 to
1992; Group President of the American Chicle Division
of Warner Lambert Company, a manufacturer of
pharmaceutical and consumer products, from 1989 to
1991.
Somchit Sertthin 42 Executive Director of TIPCO Asphalt Public Company, 1994
LTD., a listed company in Thailand which produces
asphalt products for road pavement, since 1986.
</TABLE>
BENEFICIAL OWNERSHIP OF DIRECTORS AND MANAGEMENT
The table below sets forth the beneficial ownership of Common Stock held as
of January 31, 1995 (i) by each director who is standing for reelection, (ii) by
each of the executive officers named in the "Summary Compensation Table," and
(iii) by all directors who are standing for reelection and executive officers of
the Corporation as a group.
3
<PAGE>
<TABLE><CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL
OWNERSHIP OF
COMMON STOCK AS OF PERCENT OF
NAME POSITION JANUARY 31, 1995 CLASS
- ------------------------------- ------------------------------- ------------------ ----------
<S> <C> <C> <C>
Evelyn Berezin................. Director 97,766(1)(2) (3)
James L. Ferguson.............. Director 32,500(1) (3)
Dr. Gerald D. Laubach.......... Director 28,500(1) (3)
Douglas S. Luke................ Director 41,500(1) (3)
Somchit Sertthin............... Director 7,000(1) (3)
Robert Serenbetz............... Chairman and Chief Executive 476,803(1) 1.5%
Officer
Dr. John R. Bedbrook........... Executive Vice President and 222,330(1)(4) (3)
Director of Science
Dr. David A. Evans............. Executive Vice President-- 368,187(1) 1.2%
Business Development
Robert Igleheart............... Chief Operating Officer and 80,000(1) (3)
President--FreshWorld Farms
Stephen Prichard............... Vice President--Human Resource 80,398(1) (3)
and Administration
All directors and executive
officers of the Corporation
as a group (consisting of
eleven persons).............. 1,434,784(5) 4.5%
</TABLE>
- ---------
(1) Includes currently exercisable options to purchase shares of Common Stock as
follows: Ms. Berezin-- 41,500 shares; Mr. Ferguson--32,500 shares; Dr.
Laubach--28,500 shares; Mr. Luke--41,500 shares; Mr. Serenbetz--465,500
shares; Mr. Sertthin--7,000 shares; Dr. Bedbrook 217,400 shares; Dr. Evans
167,500 shares; Mr. Igleheart 80,000 shares; Mr. Prichard 76,500 shares.
Does not include options to purchase shares of Common Stock not exercisable
within 60 days of January 31, 1994 as follows: Ms. Berezin--3,500 shares;
Mr. Ferguson--7,500 shares; Dr. Laubach--11,500 shares; Mr. Luke-- 3,500
shares; Mr. Serenbetz--299,500 shares; Dr. Bedbrook 78,000 shares; Dr. Evans
207,500 shares; Mr. Igleheart 420,000 shares; Mr. Prichard 58,500 shares.
(2) Includes 51,266 shares of Common Stock owned jointly by Ms. Berezin and her
husband.
(3) Represents less than 1% of the Common Stock outstanding on January 31, 1994.
(4) Includes currently exercisable options to purchase 15,200 shares of Common
Stock held by Dr. Bedbrook's wife, who is an employee of the Corporation, as
to which shares Dr. Bedbrook disclaims beneficial ownership. Does not
include options to purchase 13,000 shares of Common Stock held by Dr.
Bedbrook's wife which are not exercisable within 60 days of January 31,
1995.
(5) Gives effect to the above footnotes.
Except as noted in the footnotes above (i) none of such shares is known by
the Corporation to be shares with respect to which such beneficial owner has the
right to acquire beneficial ownership and (ii) the Corporation believes the
beneficial holders listed above have sole voting and investment power regarding
the shares shown as being beneficially owned by them.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Under the securities laws of the United States, the Corporation's directors,
executive officers, and any persons holding more than ten percent of the Common
Stock are required to report their ownership
4
<PAGE>
of Common Stock and any changes in that ownership, on a timely basis, to the
Securities and Exchange Commission. Based on material provided to the
Corporation, all such required reports were filed on a timely basis in 1994.
DIRECTOR COMPENSATION AND ATTENDANCE
Directors who are not employees of the Corporation each receive a fee of
$500 per day for each day during which they attend a meeting of the Board of
Directors or any committee thereof. Such directors may only receive one $500 fee
for meetings of the Board of Directors and committees attended on the same day.
Each director who is not an employee of the Corporation or any of its
subsidiaries ("Non-Employee Directors") is entitled to receive options pursuant
to the Corporation's Non-Employee Directors' Stock Option Plan (the "Directors'
Plan").
During 1994 pursuant to the Directors' Plan, options to purchase an
aggregate of 45,500 shares of Common Stock were granted to certain non-Employee
Directors at exercise prices ranging from $3.875 to $4.375 per share, the market
price of the Common Stock on the date of grant, as provided in the Directors'
Plan. As of the date hereof, none of such options has been exercised.
The Board of Directors held twelve Board and committee meetings during 1994.
During 1994 none of the directors attended fewer than 75% of the aggregate of
(i) the total number of meetings of the Board of Directors and (ii) the total
number of meetings held by all committees of the Board of Directors on which
such director served, except Messrs. Ferguson and Sertthin.
BOARD COMMITTEES AND MEMBERSHIP
The Corporation has an Audit Committee of the Board of Directors, consisting
entirely of outside directors, the members of which are James L. Ferguson, and
Evelyn Berezin. The Audit Committee held two meetings in 1994. The functions of
the Audit Committee include: reviewing with the independent auditors the plans
and results of the audit engagement; reviewing the adequacy, scope, and results
of the internal accounting controls and procedures; reviewing the degree of
independence of the auditors; reviewing the auditors' fees; and recommending the
engagement of auditors to the full Board of Directors.
The Corporation has a Compensation and Nominating Committee (the
"Compensation Committee") of the Board of Directors, consisting entirely of
outside directors, the members of which are Douglas S. Luke, Chairman, Evelyn
Berezin, and Gerald D. Laubach. The Compensation Committee held four meetings in
1994. The Compensation Committee acts as an advisory committee to the Board of
Directors on matters pertaining to compensation of the Corporation's employees
and candidates for Board membership. The Compensation Committee also serves as a
stock option committee and as such has the full power and authority to interpret
the provisions and supervise the administration of the Corporation's stock
option plans, other than the Directors' Plan which is administered by the Board
of Directors. The Compensation Committee also administers the Corporation's
executive compensation program, makes recommendations to the Board of Directors
concerning the overall philosophy of the executive compensation program,
salaries, and incentive compensation plans for the executive officers of the
Corporation, and makes determinations with respect to the granting of incentive
awards, stock options, and restricted stock awards to the executive officers of
the Corporation. The Compensation Committee also acts as a nominating committee
and will consider director nominees recommended by stockholders who submit to
Clinton H. Neagley, Secretary, DNA Plant Technology Corporation, 6701 San Pablo
Avenue, Oakland, California 94608, by November 15, 1995, such recommendations in
writing stating in detail the qualifications of such persons for consideration
by the Compensation Committee, as well as the written agreement of such nominee
to serve if nominated and elected.
5
<PAGE>
EXECUTIVE COMPENSATION
1994 EXECUTIVE COMPENSATION REPORT OF THE COMPENSATION AND NOMINATING COMMITTEE
The Compensation Committee of the Board of Directors, which is composed of
three non-employee directors, is responsible for establishing and administrating
the Corporation's executive compensation program. The Compensation Committee
also administers the Corporation's 1986 and 1994 Stock Option Plans.
The Corporation's executive compensation philosophy is as follows:
. attract and retain the high quality executive talent which is needed to
ensure both the short-term and long-term success of a technology driven
and entrepreneurial company;
. reinforce the Corporation's objectives through the significant use of
short-term and long-term incentive awards based upon achievement of
specific business objectives;
. create alignment of interest between executives and the Corporation's
stockholders through compensation structures that share the rewards and
risks of strategic decision-making and performance; and
. emphasize long-term financial rewards as the primary compensation
component of executive compensation.
The Compensation Committee annually reviews competitive compensation
practices and trends provided by independent compensation consultants for the
biotechnology industry. Emphasis in this review is placed on biotechnology
companies of similar size, market capitalization, and stage of development as
the Corporation and on agricultural biotechnology companies, including the
companies represented in the performance graph comparison. The Corporation
attempts to provide total compensation to its executives at competitive levels
compared to these other companies. Executive compensation consists of a mixture
of base salary, annual incentive awards, long-term incentive awards and
benefits.
Base Salary. The Corporation's base salary philosophy is to offer
competitive base salaries compared to other companies executive base salary
practices. The Compensation Committee makes annual base salary decisions after
review of appropriate data and with input from the chief executive officer. The
annual review considers the decision-making responsibilities, experience, work
performance and current base salary level of an executive. The base salary of
only one of the four named executive officers employed during all of 1994 was
increased in 1994. The fifth named executive, Mr. Robert Igleheart, was
initially hired in 1994.
Short-Term Incentives. The Compensation Committee established the 1994
Short-Term Incentive Plan ("STIP") to communicate clearly the Corporation's 1994
business objectives and to reward executives for their accomplishments in
achieving these objectives. Target incentive awards for executives are
consistent with competitive practices. Individual executive's STIP awards are
based upon achievement primarily of corporate objectives and secondarily of
individual objectives. A performance threshold was established for each business
objective to ensure that short-term incentives are not paid for substandard
business performance regardless of individual executive performance. A
performance cap was also established to limit the potential compensation expense
of the STIP.
STIP rewards, if earned in 1994, were to be paid 50% in cash and 50% in
restricted stock awards to reinforce the Corporation's emphasis on alignment of
interest between executives and stockholders and
6
<PAGE>
to promote the Corporation's ability to retain executives. Three specific
business objectives were established in the 1994 STIP. A product revenue
objective and a cash use objective were equally weighted, with a targeted net
income objective receiving a lesser weight.
Based upon the Corporation's performance, as compared to 1994 STIP business
objectives, the four named executives employed during all of 1994 did not
receive a 1994 short-term incentive payment. Mr. Igleheart was guaranteed in his
employment agreement a minimum 1994 STIP award of $50,000 (payable 50% in cash
and 50% in restricted stock). Mr. Igleheart's employment agreement does not
provide for guaranteed STIP awards for 1995 or subsequent years.
Long-Term Incentives. In 1994 the Corporation engaged an independent
compensation consulting firm to determine competitive practices regarding
executive long-term incentives (primarily stock options) and company ownership.
This study disclosed that stock options held by named executives and beneficial
company ownership of the Corporation by named executives were below comparable
levels of other companies. The Compensation Committee awarded the four named
executives employed during all of 1994 stock options with exercise prices equal
to the market price on the date of grant to bring their stock ownership and
therefore long-term incentives closer to competitive levels. Future awards will
be necessary to bring executives' long-term incentive holdings to competitive
levels. The Committee expects to award additional long-term incentives to
executives, subject to both the Corporation's and the executive's performance.
In 1994 and in accordance with his employment agreement with the
Corporation, Mr. Igleheart was awarded options to purchase 500,000 shares of
Common Stock with an exercise price equal to the market price on the date the
grant was awarded. Vesting of these stock options has been structured using
criteria based on both years of service and business objective achievement, with
the latter being the primary vesting method.
Other Compensation. As provided in his employment agreement at the time of
his hire, the Compensation Committee awarded Mr. Igleheart 15,000 shares of DNAP
Common Stock valued at $60,000 as an incentive to join the Corporation.
Executive Benefits. The Corporation offers executives the same basic
benefits package provided to other Corporation employees. These benefits are
comparable to benefits offered by other companies. The Corporation does not
offer executive perquisites such as country club memberships, financial
counseling, supplemental life insurance or medical expense reimbursements, or
pension plans.
When the Corporation consolidated its facilities in California in 1994, the
Corporation offered key scientific and corporate headquarters personnel based in
Cinnaminson, New Jersey, including all executives, a similar package of
relocation benefits. This relocation benefits package was designed to minimize
the financial hardship upon employees of relocating them and their families and
to motivate employees to relocate. The relocation benefits package included
payment of home selling expenses, a temporary housing allowance, payment of
moving costs and reimbursement of miscellaneous relocation expenses. The
relocation benefits package also included a stock option grant to help employees
partially offset (if the price of the Common Stock increases) the significantly
higher living costs in California and to motivate further relocating employees
to achieve the Corporation's financial objectives.
Mr. Serenbetz, Dr. Evans and Mr. Prichard accepted the relocation benefits
package and were each awarded options to purchase 50,000 shares of Common Stock
with an exercise price equal to the market
7
<PAGE>
price on the date of grant. Mr. Serenbetz's, Dr. Evans' and Mr. Prichard's
relocation expenses paid by the Corporation were $236,071, $184,302, and
$127,395 respectively.
Chief Executive Officer Compensation. As indicated above, the Corporation's
compensation philosophy is to compensate executives at levels comparable to
competitive companies. While independent data disclosed that Mr. Serenbetz's
base salary was below comparable base salaries of other comparable companies'
chief executive officers, he declined to recommend a base salary increase for
himself in 1994. Mr. Serenbetz has not received a base salary increase since the
commencement of his employment by this Corporation in 1991. Mr. Serenbetz's STIP
for 1994, which was targeted at 50% of his base salary, was dependent solely
upon the achievement by the Corporation of certain business objectives. Based
upon the Corporation's performance as compared to these 1994 STIP business
objectives, Mr. Serenbetz did not receive a 1994 short-term incentive award.
While the Corporation did not meet its STIP objectives established at the
beginning of 1994, Mr. Serenbetz proposed and implemented significant changes in
the strategic direction of the Corporation, and took other operational actions
in 1994 that the Compensation Committee believes will greatly benefit the
long-term success of the Corporation. These changes and actions included the
Corporation s strategic focus on fruits and vegetables, the acquisition of all
of FreshWorld, L.P. successful divestiture of businesses that did not meet the
new strategic direction of the Corporation, consolidation of the Corporation's
facilities, a significant reduction in operating expenses and the hiring of
certain high quality and experienced executives and managers. Based upon the
study described above in Long-Term Incentives , Mr. Serenbetz was awarded
options to purchase 200,000 shares of Common Stock with an exercise price equal
to the market price on the date of grant.
Employment and Severance Agreements. Mr. Igleheart is the only named
executive who has an employment agreement with the Corporation. This employment
agreement expires on April 30, 1997. All other named executives are "at will"
employees of the Corporation. Mr. Igleheart's employment agreement specifies,
among other items, terms of employment, duties, initial compensation package,
employment termination provisions including variable severance pay of up to 36
months of base salary and accelerated vesting of stock options and restricted
stock under specified conditions including a change of control of the
Corporation, confidentiality of information and a restriction from competing
with the Corporation after termination. Additionally, Mr. Serenbetz was offered
as a condition of his employment with the Corporation a severance benefit of six
months base salary under specified conditions.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M)
The Corporation does not believe that Section 162(m) of the Internal Revenue
Code of 1986 (the "Code"), which disallows a tax deduction to public companies
for certain compensation in excess of $1,000,000 paid to a company's chief
executive officer and the other four most highly compensated executive officers,
will generally have an effect on the Corporation. The Corporation intends to
review periodically the potential consequences of Section 162(m) and in the
future may decide to structure the annual incentive and long-term incentive
component of executive compensation to comply with certain exemptions provided
in Section 162(m).
MEMBERS OF THE COMPENSATION AND NOMINATING COMMITTEE
Douglas S. Luke, Chairman
Evelyn Berezin
Gerald D. Laubach
8
<PAGE>
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE--The following table sets forth the annual and
long-term compensation as well as other compensation paid to the Corporation's
Chief Executive Officer and four highest paid executive officers named during
the last three fiscal years. No stock appreciation rights were granted named
executives during the last fiscal year and none were held by named executives at
the end of the fiscal year.
<TABLE><CAPTION>
LONG-TERM
COMPENSATION
-----------------------
ANNUAL COMPENSATION AWARDS(1) OTHER
--------------------------------------- ----------------------- ---------------
RESTRICTED SECURITIES
NAME AND BASE OTHER ANNUAL STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) AWARDS($) OPTIONS(#) COMPENSATION($)
- -------------------- ---- ---------- -------- --------------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert Serenbetz.... 1994 225,000 0 242,071(2) 0 250,000(3) 500(4)
Chairman, Chief 1993 225,000 42,700 0 42,700 15,000 2,249(4)
Executive Officer, 1992 223,532 30,102 38,571(5) 30,102 200,000 2,571(4)
and President
Robert V. 1994 142,308(6) 25,000(7) 0 25,000(7) 500,000 60,000(8)
Igleheart........... 1993 -- -- -- -- -- --
President 1992 -- -- -- -- -- --
FreshWorld Farms
and Chief Operating
Officer
John R. Bedbrook.... 1994 174,000 0 0 0 90,000 717(4)
Executive Vice 1993 174,000 20,400 0 20,400 10,000 1,242(4)
President and 1992 172,328 11,957 0 11,957 100,000 1,321(4)
Director of Science
David A. Evans...... 1994 149,000 0 184,302(2) 0 150,000(3) 976(4)
Executive Vice 1993 149,000 18,500 0 18,500 10,000 1,496(4)
President Business 1992 150,087 9,605 0 9,605 50,000 1,491(4)
Development
Stephen M. 1994 106,000 0 127,395(2) 0 80,000(3) 331(4)
Prichard............ 1993 96,000 12,850 0 12,850 10,000 960(4)
Vice President 1992 95,938 7,258 0 7,258 15,000 885(4)
Human Resource &
Administration
</TABLE>
- ---------
(1) The Corporation does not offer named executives a Long-Term Incentive Plan.
(2) The Corporation paid certain expenses, including tax equalization on
nondeductible reimbursements, for the relocation of Mr. Serenbetz, Dr. Evans
and Mr. Prichard from New Jersey to Califonria of $236,071, $184,302 and
$127,395 respectively.
(3) Includes options to each of Mr. Serenbetz, Dr. Evans and Mr. Prichard to
purchase 50,000 shares of Common Stock, granted as an incentive to relocate
to the Corporation's consolidated facilities in Oakland, California and to
compensate them for the cost of living difference between New Jersey and
California.
(4) Represents contributions made by the Corporation to its 401(k) Retirement
and Savings Plan.
(5) The Corporation made payments of approximately $36,000, including tax
equalization on nondeductible reimbursements for relocation expenses
incurred by Mr. Serenbetz shortly after he joined the Corporation.
(6) Mr. Igleheart was hired on April 18, 1994.
(7) Represents a minimum incentive award under the 1994 Short-Term Incentive
Plan of $50,000 ($25,000 in cash and $25,000 in restricted stock vesting in
three equal annual installments beginning March 31, 1995). Mr. Igleheart's
employment agreement with the Corporation provides for the grant of such
minimum award.
(8) Mr. Igleheart's employment agreement provides for an award of 15,000 shares
of Common Stock valued at $60,000 on the date of grant as an incentive to
join the Corporation.
9
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table contains information concerning the grant of options
under the Corporation's 1986 and 1994 Stock Option Plans (the "Stock Option
Plans") to each of the named executive officers of the Corporation during the
year ended December 31, 1994. No stock appreciation rights were granted named
executives during the last fiscal year and none were held by named executives at
the end of the fiscal year.
<TABLE><CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
OPTION GRANTS IN LAST FISCAL YEAR STOCK PRICE
INDIVIDUAL GRANTS FOR OPTION TERM(2)
---------------------------------------------------- ---------------------
% OF TOTAL
OPTIONS
OPTIONS/ GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
GRANTED(1) FISCAL YEAR ($/SHARE) DATE 5%($) 10%($)
---------- ------------ ----------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Robert Serenbetz................ 200,000 12.93% 5.375 3/16/04 676,200 1,700,600
50,000(3) 3.23% 5.250 3/17/04 164,100 418,400
Robert Igleheart................ 500,000(4) 32.32% 4.000 4/25/04 1,258,000 3,188,000
John R. Bedbrook................ 90,000 5.82% 5.375 3/16/04 304,300 765,300
David A. Evans.................. 100,000 6.46% 5.375 3/16/04 328,100 850,300
50,000(3) 3.23% 5.250 3/17/04 164,100 418,400
Stephen M. Prichard............. 30,000 1.94% 5.375 3/16/04 101,400 255,100
50,000(3) 3.23% 5.250 3/17/04 164,100 418,400
</TABLE>
- ---------
(1) Options granted, except as noted in notes (3) & (4) below, become
exercisable annually in increments of 20% of the total grant, beginning on
the date of grant. All options were granted at the fair market value of the
Common Stock as provided in the Stock Option Plans and generally expire upon
the earlier of 10 years from the date of grant or the date of termination of
employment.
(2) Potential realizable value is based on the assumption that the Common Stock
appreciates at the annual rate shown (compounded annually) from the date of
the grant until the end of the ten-year option term. The actual value, if
any, a named executive may realize will depend upon the future performance
of the Common Stock price and the date on which the options are exercised.
(3) Options were granted pursuant to a relocation benefits package and become
exercisable one-third on December 31, 1994 and two-thirds on December 31,
1995.
(4) These options were granted pursuant to Mr. Igleheart's employment agreement
with options to purchase 300,000 shares of Common Stock which vest 100% five
years after date of grant or earlier upon achievement of specific business
objectives.
10
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table summarizes options exercised during 1994 and presents
the value of unexercised options held by the named executives at December 31,
1994. No stock appreciation rights were granted to the named executives during
1994 and none were held by named executives at the end of the fiscal year.
<TABLE><CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
(#) SHARES UNDERLYING UNEXERCISED IN-THE-MONEY (2)
ACQUIRED OPTIONS AT FY-END (#) OPTIONS AT FY-END ($)
ON EXERCISE ($) VALUE ---------------------------- ----------------------------
NAME (1) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------- ----------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert Serenbetz........... 0 0 422,666 342,334 0 0
Robert V. Igleheart........ 0 0 40,000 460,000 0 0
John R. Bedbrook........... 0 0 167,950 118,000 0 0
David A. Evans............. 0 0 135,666 139,334 0 0
Stephen M. Prichard........ 0 0 65,666 69,334 0 0
</TABLE>
- ---------
(1) No named executive exercised options during 1994. Dr. Bedbrook and Dr. Evans
held 15,000 and 100,000 options, respectively, which expired unexercised
during 1994.
(2) Based upon the closing market price of the Common Stock on December 30, 1994
of $2.875 per share and the exercise price per share of options awarded to
named executives, no named executive held any "in-the-money" options at
December 31, 1994.
PERFORMANCE GRAPH
The following performance graph compares the five-year cumulative return of
the Corporation's Common Stock to the total returns of the Standard and Poor 500
Stock Index and an AgriBiotechnology Index, prepared by Dain Bosworth, which is
a total return index weighted by the market capitalization of ten agricultural
biotechnology companies. In addition to the Corporation, the following companies
are included in this published index: AgriDyne Technologies Inc., Biosys,
Calgene, Inc., Crop Genetics International Corporation, EcoScience Corporation,
Ecogen Inc., Embrex Inc., Mycogen Corporation, and Syntro Corporation. Each case
assumes a $100 investment on December 31, 1989 and reinvestment of any
dividends.
DNAP AG-BIO S&P
STOCK INDEX 500
Dec-89 100.0 100.0 100.0
Dec-90 62.5 81.4 93.4
Dec-91 95.0 144.4 118.0
Dec-92 110.0 165.6 123.3
Dec-93 90.0 113.0 132.0
Dec-94 57.5 71.4 129.3
11
<PAGE>
AMENDMENT OF THE NON-EMPLOYEE
DIRECTORS' STOCK OPTION PLAN
SUMMARY
The purpose of the Directors' Plan is to give directors who are not
employees of the Corporation or any of its subsidiaries ("Non-Employee
Directors") an opportunity to acquire an investment in the Corporation, thereby
maintaining and strengthening their desire to remain or join the Board of
Directors and stimulating their efforts on behalf of the Corporation. As more
fully described below, the Directors' Plan provides for an annual grant of an
option to purchase 7,000 shares of Common Stock and for a grant of an option to
purchase 20,000 shares of Common Stock to each Non-Employee Director upon his
initial election or appointment to the Board of Directors.
GENERAL
The Directors' Plan was adopted by the Board of Directors on May 9, 1990 and
approved by the Corporation's stockholders on May 1, 1991. The Directors' Plan
currently provides for the granting of options to purchase an aggregate of not
more than 300,000 shares (subject to adjustment in certain circumstances) of
Common Stock to Non-Employee Directors.
The Directors' Plan provides for an annual grant to each Non-Employee
Director who has been elected or reelected or who is continuing as a member of
the Board of Directors as of the adjournment of the Annual Meeting of
Stockholders or who is elected or appointed a director within six months
thereafter an option to purchase for ten years 7,000 shares of Common Stock
(subject to adjustment as provided in the Directors' Plan) at an exercise price
equal to the fair market value of such shares as of the date of the Annual
Meeting of Stockholders, or in the case of a Non-Employee Director elected or
appointed within six months after the date of such meeting, as of the date of
such election or appointment. If a Non-Employee Director is elected or appointed
a director more than six months after the date of the immediately preceding
Annual Meeting of Stockholders, he will be granted on the date of his election
or appointment an option to purchase for ten years 3,500 shares of Common Stock
(subject to adjustment as provided in the Directors' Plan) at the fair market
value of such shares on the date of grant. One-half of the total number of
shares subject to an option will become exercisable six months after the date of
grant and the remaining shares subject to such option will become exercisable
one year after the date of grant, provided that the option holder has remained a
Non-Employee Director of the Corporation at all times during such six-month or
one-year period.
The Directors' Plan also provides that each Non-Employee Director who is not
(i) a stockholder who, or a director, officer, partner, employee, or agent of a
stockholder which, at the time of such director's election or appointment, owns
five percent or more of any class of equity securities of the Corporation or
(ii) a stockholder who, or a director, officer, partner, employee, or agent of a
stockholder which, at the time of such director's election or appointment, has
an agreement with the Corporation pursuant to which the Corporation is obligated
to appoint or elect, or use its best efforts to appoint or elect, a director
nominated by such stockholder, will be granted an option (a "New Director
Option") to purchase for ten years 20,000 shares of Common Stock (subject to
adjustment as provided in the Directors' Plan) at a price equal to 90% of the
fair market value of such shares on the date of grant, upon the date of his
initial election or appointment as a director of the Corporation. One-fifth of
the total number of shares of Common Stock subject to a New Director Option
becomes exercisable on a cumulative basis on each anniversary of the date of
grant if the holder thereof has been a Non-Employee Director at all times since
the date of grant.
12
<PAGE>
The options will expire no later than ten years from the date of grant and
no options may be granted after April 30, 2000, the date of termination of the
Directors' Plan. Payment for shares of Common Stock purchased upon exercise of
an option must be made in full upon exercise, either in cash, in shares of
outstanding Common Stock, or in a combination of cash and Common Stock.
Adjustments in the Directors' Plan and in outstanding options will be made to
reflect stock dividends, recapitalizations, and similar events. Options are not
transferable other than by will or the laws of descent and distribution.
If a Non-Employee Director terminates his service on the Board of Directors
for any reason, other than due to death or disability, any option which has not
expired may be exercised at any time until the expiration of such option with
respect to the number of shares of Common Stock which was exercisable on the
date the Non-Employee Director terminated his service with the Corporation. If
the Non-Employee Director ceases to be a director due to death or disability,
any shares of Common Stock subject to an option granted on the date of an Annual
Meeting of Stockholders or, in the case of a Non-Employee Director who is
elected or appointed after such meeting, an option granted on the date of such
election or appointment, not presently exercisable on the date of termination of
service will become immediately exercisable and may be exercised at any time
until the expiration of the option. If the holder of a New Director Option
ceases to be a Non-Employee Director because of death or disability and a New
Director Option is not then fully exercisable, such option will nonetheless
become immediately exercisable as to all of the shares covered by such option
which would become exercisable as of the anniversary of the date of grant
immediately following his death or disability.
The Directors' Plan is administered by the Board of Directors which has the
full and final authority to interpret the Directors' Plan and to adopt and amend
such rules and regulations for the administration of the Directors' Plan as the
Board of Directors may deem desirable. In addition, the Board of Directors has
the right to amend, suspend, or terminate the Directors' Plan at any item;
provided, however, that unless first duly approved by the holders of Common
Stock entitled to vote thereon, no amendment or change may be made in the
Directors' Plan: (i) increasing the maximum number of shares for which options
may be granted under the Directors' Plan; (ii) changing the number of shares
subject to an option; (iii) reducing the purchase price previously specified for
the shares subject to options; (iv) extending the period during which options
may be granted or exercised under the Directors' Plan; or (v) changing the class
of persons eligible to receive options under the Directors' Plan.
Options granted or to be granted under the Directors' Plan will be
"non-qualified" stock options and are not intended to qualify as incentive stock
options under Section 422 of the Code. An optionee will realize no taxable
income upon the grant of a non-qualified stock option, and the Corporation will
not receive a deduction at the time of such grant unless the option has a
readily ascertainable fair market value (as determined under applicable tax law)
at the time of grant. Upon exercise of a non-qualified stock option, the
optionee generally will realize ordinary income in an amount equal to the excess
of the fair market value of the Common Stock on the date of exercise over the
exercise price. Upon a subsequent sale of the Common Stock by the optionee, the
optionee will recognize short-term or long-term capital gain or loss depending
upon his holding period for the Common Stock. The Corporation will generally be
allowed a deduction equal to the amount recognized by the optionee as ordinary
income. In addition, the directors of the Corporation, since they are subject to
Section 16(b) of the Securities Exchange Act of 1934, may be subject to certain
additional tax rules regarding the income tax consequences concerning their
stock options.
13
<PAGE>
The Directors' Plan is not subject to any of the requirements of the
Employee Retirement Income Security Act of 1974, as amended. The Directors' Plan
is not, nor is it intended to be, qualified under Section 401(a) of the Code.
AMENDMENT TO THE DIRECTORS' PLAN
On January 26, 1995, the Board of Directors amended the Directors' Plan,
subject to the approval of the Corporation's stockholders, to provide that the
aggregate number of shares of Common Stock subject to options granted or to be
granted pursuant to the Directors' Plan shall be increased from 300,000 to
800,000.
As of February 28, 1995, an aggregate of 203,000 shares of Common Stock had
been issued upon the exercise of options granted under the Directors' Plan or
were reserved for issuance upon exercise of outstanding options granted under
the Directors' Plan. Accordingly, only 97,000 shares were available for the
issuance of new options. The Board of Directors believes that the Corporation's
ability to grant additional stock options is important to the Corporation's
ability to recruit and retain qualified directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS
VOTE IN FAVOR OF THE AMENDMENT TO THE DIRECTORS' PLAN.
VOTE REQUIRED
The affirmative vote of the holders of at least a majority of the shares of
Common Stock present and entitled to vote at the Annual Meeting is required to
approve the amendment to the Directors' Plan.
INDEPENDENT AUDITORS
The Board of Directors has appointed KPMG Peat Marwick LLP, independent
certified public accountants, to audit the books and records of the Corporation
for the current year. THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS OF
THE CORPORATION CONFIRM SUCH APPOINTMENT.
Representatives of KPMG Peat Marwick LLP are expected to be available at the
meeting of stockholders to respond to appropriate questions and will be given
the opportunity to make a statement if they desire to do so.
STOCKHOLDER PROPOSALS
Stockholders of the Corporation wishing to include proposals in the proxy
material in relation to the annual meeting of the Corporation to be held in 1996
must submit the same in writing so as to be received at the executive offices of
the Corporation on or before November 15, 1995. Such proposals must also meet
the other requirements of the rules of the Securities and Exchange Commission
relating to stockholders' proposals.
By Order of the Board of Directors,
CHRIS BRAUNLICH
Vice President and Chief Financial
Officer
April 7, 1995
14
<PAGE>
DIRECTIONS TO THE MARRIOTT HOTEL
(BERKELEY MARINA MARRIOTT)
FROM THE SAN FRANCISCO AREA:
Take HWY 101 North to I-80 across the Bay Bridge. Follow I-80 East to
Berkeley, Take the Powell Street Exit. Make a left turn under the freeway
overpass and an immediate right turn onto Frontage Road. Proceed on Frontage
Road, and make a left turn onto University Avenue. Make a right turn onto Marina
Boulevard. The hotel will be a quarter mile down on the left side of the
boulevard.
FROM THE EAST BAY (I.E. OAKLAND, HAYWARD, FREMONT):
Take HWY 880 North to HWY 980 East to HWY 580 West. If closer to HWY 580,
take this highway West towards San Francisco. Proceed to I-80 East towards
Berkeley. Take the Powell Street Exit. Make a left turn under the freeway
overpass and an immediate right turn onto Frontage Road. Proceed on Frontage
Road, and make a left turn onto University Avenue. Make a right turn onto Marina
Boulevard. The hotel will be a quarter mile down on the left side of the
boulevard.
FROM THE NORTH BAY (I.E. RICHMOND, HERCULES, VALLEJO):
Take I-80 South to Berkeley. Exit at University Avenue. Follow loop West to
University Avenue. Make a left turn at the stop sign. Make a right turn onto
Marina Boulevard. The hotel will be a quarter mile down on the left side of the
boulevard.
15
<PAGE>
DNA PLANT TECHNOLOGY CORPORATION
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert Serenbetz and Chris Braunlich, and
either of them, with power of substitution, to represent and to vote on behalf
of the undersigned all of the shares of DNA Plant Technology Corporation (the
"Corporation") which the undersigned is entitled to vote at the Annual Meeting
of Stockholders to be held at the Marriott Hotel, 200 Marine Blvd., Berkeley,
California on Thursday, May 18, 1995, at 10:00 A.M., and at any adjournment or
adjournments thereof, hereby revoking all proxies heretofore given with respect
to such stock, upon the following proposals more fully described in the notice
of and proxy statement for the meeting (receipt whereof is hereby acknowledged).
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 PROPOSALS 1,2 AND 3.
(Continued and to be Completed on Reverse side)
DNA PLANT TECHNOLOGY CORPORATION
P.O. BOX 11076
NEW YORK, N.Y. 10203-0076
<PAGE>
<TABLE><CAPTION>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR (1),(2) AND (3).
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS: FOR all nominees [ ] WITHHOLD AUTHORITY to vote [ ] EXCEPTIONS [ ]
listed below for all nominees listed below (as marked below)
<CAPTION>
Nominees: Evelyn Berezin, James L. Ferguson, Gerald D. Laubach, Douglas S. Luke, Somchit
Sertthin and Robert Serenbetz
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark the "Exceptions"
box and write that nominee's name in the space provided below.)
Exceptions
-----------------------------------------------------------------------------------
2. PROPOSAL TO AMEND THE CORPORATION'S NON-EMPLOYEE 3. PROPOSAL TO CONFIRM THE APPOINTMENT OF KPMG PEAT MARWICK as
DIRECTOR'S OPTION STOCK PLAN the independent certified public accountants of the
Corporation
<S> <C> <C> <C> <C> <C>
FOR [ ] AGAINST [ ] ABSTAIN [ ] FOR [ ] AGAINST [ ] ABSTAIN [ ]
<CAPTION>
4. In their discretion upon such other matters as may properly come before
the meeting Address Change [ ]
and/or comments
<S> <C>
Please sign exactly as name appears below. 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.
Dated: , 1995
--------------------------------------
---------------------------------------------------
Signature
---------------------------------------------------
Signature if held jointly
Votes MUST be Indicated
(X) in Black or Blue ink.
Sign, Date, and Return the Proxy Card Promptly Using the Enclosed Envelope.
</TABLE>
