PRELIMINARY PROXY MATERIALS
BIOPHARMACEUTICS, INC.
990 Station Road
Bellport, New York 11713
(516) 286-5800
April 13, 1999
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Biopharmaceutics, Inc. at 10:00 A.M. on Wednesday, June 2, 1999 at 666 Fifth
Avenue., 37th Floor., New York, New York 10103., c/o Phillip Louis Trading, Inc.
This booklet includes the Notice of the Annual Meeting and the Proxy
Statement which contains certain information concerning the meeting including
the election of Directors and a number of other matters of significance to
shareholders.
Management will report on the Company's activities since the last
shareholder meeting held on July 29, 1998 and shareholders will have an
opportunity to ask questions.
Shareholder interest in the affairs of the Company is welcomed and
encouraged. It is very important that you promptly cast your votes on the
matters to be considered at the Annual Meeting, regardless of the size of your
holdings. Even if you plan to attend the Annual Meeting in person, we urge you
to complete, sign and return the enclosed proxy as soon as possible. Doing so
will assure your representation if you cannot attend. If you attend in person
after sending in your proxy, you may withdraw it at the meeting and vote in
person.
Sincerely,
Russell Cleveland
Chairman of The Board
<PAGE>
BIOPHARMACEUTICS, INC.
990 Station Road
Bellport, New York 11713
(516) 286-5800
________________________
Notice of Annual Meeting of Shareholders
To be Held June 2, 1999
At 10:00 A.M.
April 13, 1999
TO OUR SHAREHOLDERS:
The Annual Meeting of Shareholders of BIOPHARMACEUTICS, INC. (the
"Company") will be held at 666 Fifth Avenue., 37th Floor., New York, New York.,
c/o Phillip Louis Trading, Inc. on Wednesday, June 2, 1999 at 10:00 A.M. to
consider and take action on the following matters:
1. The election of Directors to serve until the next Annual Meeting;
2. The ratification of the re-appointment of Farber, Blicht & Eyerman,
LLP as auditors;
3. The approval of the Company's proposed change of name to Feminique
Corporation;
4. The approval of the Company's 1999 Employee and Consultant Stock
Compensation Plan;
5. The transaction of such other business as may properly come before
the meeting or any adjournments thereof.
Only holders of record of shares of common stock at the close of business
on April 5, 1999 are entitled to notice of and to vote at the Annual Meeting. A
Proxy Statement explaining the matters to be acted upon at the Annual Meeting
follows. Please read it carefully.
WHETHER OR NOT YOU EXPECT TO BE PERSONALLY PRESENT AT THE MEETING, PLEASE
BE SURE THAT THE ENCLOSED PROXY IS PROPERLY COMPLETED, DATED, SIGNED AND
RETURNED WITHOUT DELAY IN THE ENCLOSED ENVELOPE. ANY PROXY MAY BE REVOKED AT ANY
TIME BEFORE IT IS EXERCISED BY FOLLOWING THE INSTRUCTIONS SET FORTH ON PAGE ONE
OF THE ACCOMPANYING PROXY STATEMENT.
BY ORDER OF THE BOARD OF DIRECTORS
Jonathan Rosen
Acting President & CEO
<PAGE>
BIOPHARMACEUTICS, INC.
990 Station Road
Bellport, New York 11713
(516) 286-5800
__________________________
PROXY STATEMENT
__________________________
Annual Meeting of Shareholders
To Be Held on June 2, 1999
Solicitation and Voting of Proxies
This Proxy Statement is furnished in connection with the solicitation on
behalf of BIOPHARMACEUTICS, INC. (the "Company") of proxies to be voted at the
Annual Meeting of Shareholders to be held on Wednesday, June 2, 1999.
The Board of Directors of the Company has fixed the close of business on
April 5, 1999 as the record date for the determination of holders of shares of
outstanding common stock entitled to notice of and to vote at the Annual
Meeting. On April 5, 1999 there were outstanding 22,784,984 shares of the
Company's common stock, the holders of which will be entitled to one vote per
share for each matter submitted to a vote at the Meeting. The presence, in
person or by proxy, of the holders of a majority of the issued and outstanding
shares entitled to vote will constitute a quorum for the transaction of
business.
A proxy in the accompanying form which is properly signed, dated and
returned to the Company and not revoked will be voted in accordance with the
instructions contained therein. If no instructions are indicated, proxies will
be voted as recommended by the Board of Directors. Shareholders who execute
proxies may revoke them at any time prior to their being exercised by delivering
written notice to the Secretary of the Company or by subsequently executing and
delivering another proxy at any time prior to the voting. Mere attendance at the
Meeting will not revoke the proxy, but a shareholder present at the Meeting may
revoke his proxy and vote in person.
As of the date of this Proxy Statement, the only business which the
management of the Company intends to present at the Meeting are the matters set
forth in the accompanying Notice of Annual Meeting. Management has no knowledge
of any other business to be presented at the Meeting. If other business is
brought before the Meeting, the persons named in the enclosed form of proxy will
vote according to their discretion.
Expenses of Solicitation
The cost of soliciting proxies is estimated not to exceed $20,000 and will
be borne by the Company, including expenses in connection with the preparation
and mailing of this Proxy Statement and all papers which now accompany or may
hereafter supplement it. The solicitation will be made by mail. The Company will
supply brokers or persons holding shares of record in their names or in the
names of nominees for other persons, as beneficial owners, with such additional
copies of proxies, proxy materials and Annual Reports as may reasonably be
requested in order for such record holders to send one copy to each beneficial
owner, and will upon request of such record holders, reimburse them for their
reasonable expenses in mailing such material.
<PAGE>
Certain directors, officers and employees of the Company, not especially
employed for this purpose, may solicit Proxies, without additional remuneration
therefor, by mail, telephone, telegraph or personal interview.
Shareholder Proposals
Management plans to hold its Annual Meeting of Shareholders for 1999 on May
31, 2000 and all shareholder proposals intended to be presented at the next
Annual Meeting must be received by the Company by January 31, 2000 for inclusion
in the Company's next Proxy Statement. If the date of the next Annual Meeting is
subsequently advanced by more than 30 calendar days or delayed by more than 90
calendar days from the date of the Annual Meeting to which the Proxy Statement
relates, the Company shall, in a timely manner, inform security holders of such
change and the date by which proposals of security holders must be received by
any means reasonably calculated to inform them.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of March 31, 1999 the ownership of the
Company's common stock held by (i) each person who owns of record or who is
known by the Company to own beneficially more than 5% of such stock, (ii) each
of the directors of the Company, and (iii) all of the Company's officers and
directors as a group. As of such date, the Company had 22,784,984 shares of
common stock issued and outstanding. The number of shares and the percentage of
class beneficially owned by the persons named in the table and by all officers
and directors as a group is presented in accordance with Rule 13d-3 of the
Securities and Exchange Commission and includes, in addition to shares actually
issued and outstanding, unissued shares which are subject to issuance upon
conversion of debt or exercise of options that are exercisable within 60 days.
Except as otherwise indicated, the persons named in the tables have sole voting
and dispositive power with respect to all securities listed.
Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership Percent of Class
Jonathan Rosen(1) 547,500 2.40%
Barry Weisberg 141,750 0.62%
John Figliolini(1) 1,336,986 5.87%
Russell Cleveland(2) 8,103 0.05%
Renaissance Capital Partners Ltd. 3,847,174 16.88%
Dynamic Corporate Holdings Corp. 3,333,332 14.63%
Arista Capital Growth Fund Ltd. 2,436,344 10.69%
All Directors and Officers as
a Group (4 persons) 2,034,339 8.93%
<PAGE>
(1) Does not include 3,333,332 shares of common stock owned by Dynamic
Corporate Holdings Corp. of which John Figliolini and Jonathan
Rosen are principals.
(2) Does not include 3,847,174 shares of common stock owned by Renaissance
Capital Partners Ltd. of which Russell Cleveland is a principal.
Board of Directors and Committees
The Company's Board of Directors held 7 meetings in 1998. No directors
attended fewer than 75% of the aggregate number of meetings of the Board of
Directors and the Committees on which they serve that were held during the
period that they served.
The Company has previously had no standing audit, nominating and
compensation committees or any other committees. In January, 1993, the Company
established an audit committee, nominating committee, and a stock option and
compensation committee with respect to executive compensation and stock option
plans. All of the committee members are directors. The audit committee and stock
option and compensation committee presently have one unaffiliated director.
The functions of the Company's Audit Committee, currently consisting of Mr.
Cleveland, include recommending the engagement and discharge of the independent
auditors, directing and supervising special investigations, reviewing with the
independent auditors the plan and results of the Company's procedures for
internal auditing, approving each professional service provided by the
independent auditors prior to the performance of such service, reviewing the
independence of the independent auditors, considering the range of audit and
non-audit fees and reviewing the adequacy of the Company's system of internal
accounting controls. The Audit Committee was established in January, 1993 and
has held no meetings since its inception.
For purposes of the current Proxy Statement, the Company's nominating
committee will not consider nominee directors recommended by shareholders. In
future Annual Meetings, the nominating committee will consider directors
recommended by shareholders provided such recommendation is in writing which
sets forth: (a) the name and address of the shareholder and the number of shares
owned; (b) the name, address, telephone number and credentials of the candidate;
(c) the recommendation must be forwarded to the company at least 90 days prior
to the Company's next scheduled Annual Meeting which is currently scheduled for
May 31, 2000. .
The functions of the Company's Stock Option and Compensation Committee,
comprised of Mr. Cleveland, will be to review and determine awards under and
administer the Company's 1993 Stock Option Plan and to review and determine the
officers, employees and consultants to whom stock options should be granted, as
well as the number of shares to be optioned and the option price to be paid and
to recommend to the Board appropriate levels of executive compensation. The
Company's Stock Option Committee was not created until January, 1993 and held
its first meetings during fiscal 1993.
The functions of the nominating committee, currently comprised of Messrs.
Rosen and Cleveland is to consider and nominate the candidates for election to
the Company's Board of Directors for the ensuing year. Since January, 1993, when
the nominating committee was established, it has held one meeting.
<PAGE>
Executive Compensation
Summary Compensation Table
The following table summarizes all plan and non-plan compensation awarded
to, earned by or paid to the Company's Chief Executive Officer and its other
Executive Officers who were serving as executive officers during and at the end
of the last completed fiscal year ended September 30, 1998 for services rendered
in all capacities to the Company and its subsidiaries for each of the Company's
last three fiscal years.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term All Other
Annual Compensation Compensation Compensation**
Awards*
<S> <C> <C> <C>
Securities
Underlying
Name and Principal Position Year Salary Bonus Options
Jonathan Rosen 1998 $ 32,000 None None
Acting President and CEO
Edward Fine(1) 1998 $ 186,718 None None $12,000
Chairman of the Board 1997 130,000 None None 12,000
And CEO, President 1996 130,000 None None 12,000
Vincent H. Pontillo 1998 $ 75,000 None None
Controller/Secretary 1997 25,000 1,200 None
Ingrid Fine (2) 1998 $ 73,000 None None
Vice President 1997 65,000 None None
1996 65,000 None None
Executive Officers of 1998 $ 366,718 None
Company as a Group 1997 220,000 1,200
1996 195,000 None
</TABLE>
** Represents aggregate annual cost of automobiles provided and maintained
for Edward Fine and Ingrid Fine during fiscal years
(1) Mr. Fine resigned as of July 29, 1998 and all employment contracts were
terminated
(2) Mrs. Ingrid Fine's position was terminated as of September 1, 1998.
Aggregate Options Exercises in Last Fiscal Year & Fiscal Year End Option Values
NONE
Option Grants in Last Fiscal Year-NONE
Aggregate Option Exercises in Last Fiscal Year & Fiscal Year End Option Values
<PAGE>
Directors' Compensation
Independent (unaffiliated) directors, who are not employees, receive $1,000
per meeting attended and reimbursement of expenses for attending meetings of the
Board. A total of $14,000 was paid during the year ended September 30, 1998.
Employment Contracts
The Company does not have contracts with any employee.
Benefit Plans
The Company does not have a pension plan.
Proposal 1
Election of Directors
As of September 30, 1998, the officers and directors of the Company, their
ages and present positions with the Company are as follows:
Name Age Position Director Since
Jonathan Rosen 36 Acting President, Chief
Executive Officer 1996
Director
Russell Cleveland* 60 Chairman of the Board 1991
John Figliolini 37 Director 1998
James Murphy 48 Director 1998
Barry Weisberg 52 Director 1997
* Member of the Audit Committee
________________________________________________________________________________
RUSSELL CLEVELAND, age 60, in addition to being a Director of the Company, is
Chairman of the Board of Directors of the Company. Mr. Cleveland is the
principal founder of Renaissance Capital Partners, LTD. Mr. Cleveland serves as
a director of Global Environment, Inc., Movie Group, Inc., Sunrise Media Inc.
and Biodynamics International, Inc. which companies are portfolio investments of
Renaissance Capital Partners, Ltd. Mr. Cleveland is a graduate of University of
Pennsylvania's Wharton School of Business.
JONATHAN ROSEN, age 36, is a Director of the Company and was appointed
Acting President & Chief Executive Officer of the Company, at the time of Mr.
Fine's resignation. For the past five years, Mr. Rosen has been a principal of
Bluelake Capital, Inc., a privately held corporation engaged in private
investment banking. Since 1985 Mr. Rosen has also been a director and officer of
various public corporations, many of which he helped finance. As a result of
the circumstances at Biopharmaceutics, Inc., Mr. Rosen terminated his positions
at the other companies in which he was involved in order to focus fully on his
role at the Company.
<PAGE>
JOHN FIGLIOLINI, age 37, is a Director of the Company. Mr. Figliolini is an
investment banker and has worked in the securities industry since 1982, raising
over $250M in venture capital financing. He is currently the President and owner
of Phillip Louis Trading, Inc. a NASD registered broker dealer which makes
markets in many small cap stocks, in addition to providing investment banking
services.
JAMES MURPHY, age 48 is a Director of the Company. Mr. Murphy is President,
Chief Executive Officer and Chairman of the Board of Bentley Pharmaceuticals,
Inc. Previously, Mr. Murphy served as Vice President of Business Development at
MacroChem Corporation. He also spent fourteen years in pharmaceutical research
with SmithKline Corporation.
BARRY WEISBERG, age 53 is a Director of the Company. Mr. Weisberg is a
former Director and President of Lannett Company, Inc., a generic pharmaceutical
manufacturer, Divisional Vice President of Moore Medical Corporation, Inc., a
national drug distributor and wholesaler. He was also a Vice President of Sales
for NMC Laboratories, Inc., a generic pharmaceutical manufacturer.
The nominees for Directors of the Company, as proposed by the nominating
committee, comprise the present entire Board of Directors of the Company.
Unless authority to vote for election of directors (or for one or more
nominees) shall have been withheld in the manner provided in the accompanying
Proxy, the votes represented by such Proxy will be cast for the election of the
above-named nominees, or for one or more substitute nominees recommended by the
Board of Directors in the event that by reason of contingencies not presently
known to the Board of Directors one or more of the below-named nominees should
become unavailable for election.
Required Vote for Election. The affirmative vote of the holders of a
majority of the outstanding shares of the Company's Common Stock present at the
Meeting in person or by proxy, a quorum being present, is required for the
election of the Company's directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
ABOVE-NAMED INDIVIDUALS AS DIRECTORS TO SERVE UNTIL THE NEXT ANNUAL MEETING OF
SHAREHOLDERS AND UNTIL THEIR SUCCESSORS ARE ELECTED AND ARE QUALIFIED.
Proposal 2
APPROVAL OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The accounting firm of Farber, Blicht & Eyerman, LLP acted as the
independent public accountants for the Company for the fiscal year ended
September 30, 1998 and has been selected by the Board of Directors to act as
independent public accountants for the Company for the current fiscal year.
Although the selection and appointment of independent accountants is not
required to be submitted to a vote of shareholders, the directors have decided
to ask the shareholders to ratify the appointment.
The affirmative vote of the holders of a majority of the outstanding shares
of the common stock present at the Meeting, in person or by proxy, a quorum
being present, is required for the ratification of the appointment of
accountants.
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF FARBER, BLICHT & EYERMAN, LLP AS INDEPENDENT PUBLIC ACCOUNTANTS
OF THE COMPANY AND ITS SUBSIDIARIES FOR THE FISCAL YEAR 1999.
In the event the appointment is not ratified, the adverse vote will be
considered as a direction to the Board of Directors to select other accountants
for the following year. However, because of the difficulty and expense of making
any substitution of accountants so long after the beginning of the the current
year, it is contemplated that the appointment for the year 1999 will be
permitted to stand unless the Board finds other good reason for making a change.
Representatives of Farber, Blicht & Eyerman, LLP are expected to be present
at the Meeting. They will have the opportunity to make a statement if they so
desire and will be available to respond to appropriate questions.
Proposal 3
Amend the Certificate of Incorporation
to Change the Name of the Corporation
Since the Company is no longer engaged in pharmaceutical and
biopharmaceuticals, management proposes that the name of the Company be changed
to reflect the Company's core business, namely "Feminique Corporation".
Recent Events
As previously announced and reported in the Company's Form 10K Annual
Report as of September 30, 1998 filed with the Securities and Exchange
Commission, the Company has completed a restructuring whereby it has (a) sold
its Puerto Rico subsidiary, Caribbean Medical Testing Center, Inc.; (b)
terminated operations in its generic pharmaceutical division and is liquidating
assets to pay-off creditors of the division; (c) terminated its existing joint
venture partnership for the development of the Company's brain cancer drug
"DBD/Mitolactol" and is in the process of seeking a new funding relationship
substantially reducing the financial risks to the Company, and (d) restructured
the long-term debt of its subsidiary, Quality Health Products, Inc. ("QHP")
which owns long-established Brand names in the over-the-counter feminine health
and hygiene market. The Company's sole operation and core business presently
consists of the sale and distribution of our QHP subsidiary's Branded product
lines, Koromex*, Vaginex* and Feminique*. Management has determined that a
change in the name of the Company will accomplish two essential goals: a move
away from the past and a forward look to the future. Management's choice of
Feminique Corporation identifies the Company with its core business and helps
establish the Company in the marketplace.
Management anticipates a need to change the Company's trading symbol for
its shares which are presently traded on the OTC Electronic Bulletin Board under
the symbol BOPM. Subject to shareholder approval for the change of name,
management will propose a new symbol for the OTC Bulletin Board.
*Registered Trademark
Amendment of Certificate of Incorporation
Article "First" of the Company's certificate of incorporation presently
reads:
<PAGE>
"First: the name of the corporation is: "Biopharmaceutics, Inc."
Subject to the approva of shareholders the Board of Directors has
resolved to amend the Company's certificate of incorporation to provide for a
new article First thereof to read as follows:
"First: the name of the corporation is: "Feminique Corporation".
Required Vote for Adoption
Required for adoption under Delaware Law, a majority of the shares entitled
to vote, present in person or by proxy at a meeting of shareholders shall
constitute a quorum for a valid meeting. The affirmative vote of the majority of
shares present in person or by proxy at the meeting and entitled to vote on the
subject matter, shall be the act of the stockholders.
Recommendation of Management
THE BOARD OF DIRECTORS RECOMMENDS VOTE APPROVING THE PROPOSED AMENDMENT TO
THE COMPANY'S CERTIFICATE OF INCORPORATION TO CHANGE THE NAME OF THE CORPORATION
FROM BIOPHARMACEUTICS, INC. TO "FEMINIQUE CORPORATION".
Proposal 4
Ratification of Company's 1999 Employee and Consultant Stock Compensation Plan
In 1999, the Board of Directors adopted a new stock option plan for the
purpose of acquiring, retaining and incentivizing employees, executives and
other key employees and consultants of the Company and its subsidiary, Quality
Health Products, Inc. The Company's 1999 Employee and Consultant Stock
Compensation Plan (the "Plan") authorizes the issuance of options to employees
and consultants of the corporation to purchase up to a total of approximately
2,200,000 shares thereunder.
The Plan requires that options may be issued at an exercise price equal to
at least 100% of the market price for the Company's shares in the
over-the-counter market (on the Electronic Bulletin Board). In the case of a
participant who owns 10% or more of the Company's outstanding shares, the
exercise price shall be 110% of the market price. Any options issuable to
officers or directors under the Plan must be issued at an exercise price equal
to no less than the then current market price for the shares in the
over-the-counter market. The determination for grant of options is made by the
Board of Directors under the Plan. The options are non-transferable. The Option
shall terminate and expire on the expiration date of the option which shall be
for a term of not more than 10 years. If participant voluntarily terminates his
or her employment, such option or any unexercised portion thereof shall
terminate forthwith. In addition, each option shall automatically terminate upon
the earlier of:
(i) The termination of the Optionee's employment with the Company for cause
(as defined under the Plan);
<PAGE>
(ii) The expiration of three (3) months from the date of termination of the
Optionee's employment with the company for reason of retirement or
dismissal for any reason other than cause, provided, that if the
Optionee dies within such three-month period, subclause (iii) below
shall apply; or
(iii) The expiration of twelve (12) months after the date of death of the
Optionee.
(iv) The expiration of twelve (12) months after the date of termination by
reason of disability.
The Options shall not be transferable except by Last Will and Testament
of the Optionee. A Testamentary representative or a beneficiary shall
be able to exercise an option during such 12 month period.
Potential Adverse Aspects of the Plan:
Although management believes it is in the interests of shareholders that
the Plan be approved in order to attract and retain qualified employees and
consultants, since the Plan authorizes the grant of options to purchase up to
approximately 2,200,000 shares, the future grant and exercise of the options
would tend to dilute the percentage ownership of shareholders in the Company.
Furthermore, the nature of the options is such that the options would be
exercised at a time that the Company would be able to derive a higher price for
Company shares than the exercise price.
Recommendation of Management
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE TO RATIFY AND
APPROVE THE COMPANY'S 1999 EMPLOYEE AND CONSULTANT STOCK COMPENSATION PLAN.
Other Matters
The Board of Directors of the Company knows of no other matters to come
before the Meeting, other than that which is set forth herein and in the
accompanying Notice of Annual Meeting. However, if any other matters should
properly come before the Meeting, it is the intention of the persons named in
the accompanying Proxy to vote such Proxies as in their discretion they may deem
advisable.
Rights of Dissenting Shareholders
Dissenting shareholders do not have any rights of appraisal with respect to
the proposals to which this Proxy Statement relates. Any negative vote with
respect to any specific proposal, will, of course, be duly noted and recorded in
the computation to determine whether majority approval has been obtained.
Shareholders' Proposals for Next Annual Meeting
Shareholders' proposals submitted pursuant to Rule 14a-8 of the Exchange
Act intended to be presented at the 1999 Annual Meeting of Shareholders of the
Company, tentatively scheduled for May 31, 2000 must be in writing and received
by the Company at its offices shown on the first page of this Proxy Statement by
March 1, 2000 for inclusion in the Company's Proxy Statement and form of Proxy
relating to such Meeting. Each proposal must identify the shareholder, the
number of shares owned and explicitly set out the precise proposal in typed
form. The shareholder can keep a record of having met the deadline by forwarding
the proposal addressed to the Company by registered or certified mail, return
receipt requested. The post office will then return a dated receipt for the
shareholder's personal records.
<PAGE>
Annual Report
The Company's 1998 Annual Report to Shareholders (which includes financial
statements for the fiscal year ended September 30, 1998) is being mailed
simultaneously with this Proxy Statement but is not to be deemed part of this
Proxy Statement. A copy of the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1998 filed with the Securities and Exchange
Commission is available to shareholders without charge upon written request to
Shareholder Relations at the Company's principal office.
By Order of the Board of Directors
Jonathan Rosen
Acting President & CEO
Bellport, New York
<PAGE>
PROXY CARD
BIOPHARMACEUTICS, INC.
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
The undersigned hereby appoints Jonathan Rosen and John J. Grein each with
the power to appoint his or her substitutes, and hereby authorizes them to
represent and to vote, as designated above, all the shares of common stock of
Biopharmaceutics, Inc. held of record by the undersigned on April 5, 1999 at the
meeting of shareholders to be held on June 2, 1999 or any adjournment thereof.
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
shareholder. If no direction is made, this proxy will be voted FOR Proposals 1,
2, 3 and 4. Please sign exactly as your name appears on the reverse side. When
shares are held by joint tenants, both should sign.*
*When signing as attorney, as executor, administrator, trustee or guardian,
please give full title as such. If shareholder is a corporation, please sign in
full corporate name by President or other authorized officer. If shareholders is
a partnership, please sign in partnership name by authorized person.
(To Be Signed on Reverse Side.)
FRONT OF CARD
<PAGE>
================================================================================
PROXY CARD
================================================================================
BIOPHARMACEUTICS, INC.
X Please mark your votes
as in this example.
1. Election of
Directors:
FOR WITHHELD Nominees:
Russell Cleveland
Jonathan Rosen
John Figliolini
James Murphy
Barry Weisberg
For, except vote withheld from the following nominee(s):
____________________________________________
<TABLE>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
2. Proposal to Approve the appointment
of Farber, Blicht and Eyerman, LLP as the independent auditors
of the corporation for the fiscal year ended September 30, 1999. ___ ___ ___
3. Proposal to Approve the Company's Name Change to
Feminique Corporation. ___ ___ ___
4. Proposal to Approve the Company's 1999 Employee and Consultant Stock
Compensation Plan. ___ ___ ___
</TABLE>
SIGNATURE(S) ___________________________________ DATE _____________
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator trustee or
guardian, please give full title as such.
BACK OF CARD
