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 [x] Definitive Proxy Statement
[ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
NASTECH PHARMACEUTICAL COMPANY INC.
(Name of Registrant as Specified in its Charter)
NASTECH PHARMACEUTICAL COMPANY INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check in the appropriate box): [x] $125 per Exchange Act
Rules 0-11(c)(1)(ii), 14a-6(i)(l), or 14a- 6(j)(2). [ ] $500 per each party to
the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on
table below per Exchange Act Rules 14a -6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-111.
(4) Proposed maximum aggregate value of transaction.
1 Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] 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: None
(2) Form, Schedule or Registration No.:
(3) Filing Party: Registrant
(4) Date Filed:
<PAGE>
NASTECH PHARMACEUTICAL COMPANY, INC.
45 Davids Drive
Hauppauge, New York 11788
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 11, 1995 AT 10:00 A.M.
TO THE STOCKHOLDERS OF NASTECH PHARMACEUTICAL COMPANY, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
NASTECH PHARMACEUTICAL COMPANY INC. (the "Company") will be held at the
Company's offices located at 45 Davids Drive, Hauppauge, New York 11788 at 10:00
A.M. on Monday, December 11, 1995, to consider and vote on the following
proposals:
1. To elect eight (8) directors, each to hold office for a term of one
(1) year or until their respective successors shall have been duly elected or
appointed;
2. To ratify the appointment of Robbins, Greene, Horowitz, Lester
& Co. LLP as the Company's independent auditors for the fiscal year
ending June 30, 1996; and
3. To transact such other business as may properly come before the
meeting.
Only holders of shares of Common Stock of record on the Company's books
at the close of business on October 17, 1995 will be entitled to vote at the
meeting. All such stockholders are requested to be represented at the meeting
either in person or by proxy. The stock transfer books will not be closed.
Enclosed is a copy of the Annual Report for the year ended June 30,
1995 along with a proxy statement and a proxy card.
It is desirable that all holders of Common Stock of the Company be
represented at the meeting either in person or by proxy.
SUCH STOCKHOLDERS WHO CANNOT ATTEND THE MEETING IN PERSON ARE REQUESTED
TO DATE AND EXECUTE THEIR PROXIES AND RETURN THEM TO THE COMPANY IN THE ENCLOSED
ENVELOPE AS PROMPTLY AS POSSIBLE.
By Order of the Board of Directors,
Joel Girsky,
Secretary
October 18, 1995
Hauppauge, New York
<PAGE>
NASTECH PHARMACEUTICAL COMPANY, INC.
45 Davids Drive
Hauppauge, New York 11788
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To be held December 11, 1995
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement is furnished in connection with the solicitation
of proxies by the management of NASTECH PHARMACEUTICAL COMPANY, INC. (the
"Company"), a Delaware corporation, for use at the Annual Meeting of
Stockholders to be held on December 11, 1995 and at any postponements or
adjournments thereof. This material is first being mailed to stockholders on
or about October 18, 1995.
The cost of such solicitation will be borne by the Company. The Company
may also agree to pay banks, brokers, nominees and other fiduciaries their
reasonable charges and expenses incurred in forwarding the proxy material to
their principles.
A form of proxy is enclosed for use at the meeting. The issuance of a
proxy by a shareholder will not affect his right to vote his shares if he
attends the meeting and desires to vote in person. A proxy may be revoked at
any time prior to the voting thereof, but a revocation will not be effective
unless notice thereof is received, in writing, by the Secretary of the
Company prior to such voting. All such shares represented by effective
proxies on the enclosed form received by the Company will be voted at the
meeting or any adjourned session thereof in accordance with the terms of
such proxies. If no direction is indicated, all shares represented by valid
proxies received pursuant to this solicitation will be voted FOR all
directors and proposals contained therein. Proxies marked "abstain" will be
treated as present for the purpose of determining a quorum but will not be
voted with respect to any proposal marked "abstain."
VOTING SECURITIES OUTSTANDING
AND PRINCIPAL SHAREHOLDERS
Shares of common stock, of which 3,221,447 shares were outstanding as
of October 17, 1995, are the only voting securities of the Company. Each
share is entitled to one vote and a vote of a majority of the shares
present, or represented, and entitled to vote at the meeting is required to
approve each proposal to be acted upon at the meeting. Only holders of
shares of Common Stock of the Company of record on its books at the close of
business on October 17, 1995 will be entitled to notice of, and to vote at
the meeting. Any such stockholder may vote his shares either in person or by
his duly authorized proxy.
- 2 -
<PAGE>
The following table sets forth as of October 17, 1995 certain
information as to persons known to the Company who may be deemed to be
beneficial owners of more than five percent of the outstanding shares of the
Company's Common Stock, each director of the Company and all officers and
directors of the Company as a group:
<TABLE>
<CAPTION>
Amount and
Nature Percentage of
of Beneficial Outstanding
Name of Beneficial Owner (1) Ownership (2) Shares Owned (3)
---------------------------- ------------- ----------------
<S> <C> <C>
Devin N. Wenig (4)(8) 369,733 11.4%
Basil Properties (5)(10) 283,537 8.8%
Bruce R. Thaw (6) 155,041 4.7%
Alvin Katz (7) 130,000 4.0%
Carol Wenig (8) 93,041 2.9%
Vincent D. Romeo (9) 68,845 2.1%
Joel Girsky (7) 18,750 (13)
John V. Pollock (7)(10) 18,333 (13)
Ralph Jacobsen (7) 10,583 (13)
Ian Ferrier (11) 25,000 (13)
All Officers and
Directors as a Group
(9 persons) (12) 1,172,863 34.5%
</TABLE>
- -----------------------------------------------------
(1) The addresses of all persons other than Messrs. Bruce R. Thaw, Basil
Properties, Alvin Katz and John V. Pollock is c/o the Company. The
address of Bruce R. Thaw is 45 Banfi Plaza, Farmingdale, NY; the
address of Basil Properties and John V. Pollock is 1510 H Street, N.W.,
Washington D.C.; and the address of Alvin Katz is 19674 Waters End Dr.,
No. 1003, Boca Raton, FL.
(2) All shares are owned beneficially and of record unless indicated
otherwise. Includes 173,333 shares issuable pursuant to outstanding
stock options with the Company and 26,000 Warrants, which may be
exercised within 60 days of the date of this Report.
(3) Does not give effect to (i) the exercise of the Representative's
Warrant and (ii) 310,000 shares of Common Stock reserved for issuance
under the Company's stock option plan.
(4) Devin N. Wenig is the son of Carol Wenig. Devin N. Wenig's shares, as
indicated above, include 25,000 shares issuable pursuant to outstanding
stock options with the Company, which may be exercised within 60 days
of the date of this Report, 166 shares held by Mr. Wenig's wife and
6,666 shares held in a trust for which Carol Wenig serves as trustee.
- 3 -
<PAGE>
(5) Includes 40,000 shares held by Mrs. Sophie Basil a general partner
of Basil Properties.
(6) Includes 25,000 shares issuable pursuant to outstanding stock options
with the Company, which may be exercised within 60 days of the date of
this Report. Also includes 26,000 shares and 26,000 Warrants owned by
Mr. Thaw's wife.
(7) Includes 10,000 shares issuable pursuant to outstanding stock options
with the Company, which may be exercised within 60 days of the date of
this Report.
(8) The amount indicated herein includes 5,000 shares issuable to Carol
Wenig pursuant to outstanding stock options with the Company, which may
be exercised within 60 days of the date of this Report.
(9) Includes 58,333 shares issuable pursuant to outstanding stock options
with the Company, which may be exercised within 60 days of the date of
this Report.
(10) John V. Pollock is a managing director of Basil Properties and its
nominee to the Company's Board of Directors.
(11) Includes 25,000 shares issuable pursuant to outstanding stock
options with the Company, which may be exercised within 60 days of
the date of this Report.
(12) Includes shares held by Basil Properties and Carol Wenig. See
notes (5), (8) and (10) above.
(13) Represents less than 1% of the outstanding shares of the Company's
Common Stock.
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding
compensation paid by the Company during each of the Company's last three
fiscal years to the Company's Chief Executive Officer and to each of the
Company's executive officers who received salary and bonus payments in
excess of $100,000 during the fiscal year ended June 30, 1995:
<TABLE>
<CAPTION>
Long-Term
Annual Compensation
Compensation Awards
Name and Principal
Position
Year
Options All other
Salary Bonus (Shares) Compensation
<S> <C> <C> <C> <C>
Dr. Vincent D. 1995 $156,000 __ 25,000 __
Romeo,
President/Chief
Executive Officer
1994 $125,000 __ 25,000 __
1993 $125,000 __ 8,333 __
</TABLE>
- 4 -
<PAGE>
Option/SAR Grants In Last Fiscal Year
The following table provides the specified information concerning
grants of options to purchase the Company's Common Stock during the fiscal
year ended June 30, 1995, to the person named in the Summary Compensation
Table:
<TABLE>
<CAPTION>
Individual Grant in Last Fiscal Year
% of
Total
Options
Granted
Options to Exercise
Granted Employees or Base
(Shares) in Fiscal Price Expiration
Name (1) Year ($/Sh) Date
---- -------- --------- ------ ----
<S> <C> <C> <C> <C>
Dr. Vincent
D. Romeo 25,000 17% $5.13 6/1/00
</TABLE>
(1) The options to be granted under the Plan are designated as
incentive stock options or non-incentive stock options by the Board of
Directors which also has discretion as to the persons to be granted options,
the number of shares subject to the options and the terms of the option
agreements. The Plan provides that options granted thereunder shall be
exercisable during a period of no more than ten years (five years in the
case of 10% stockholders) from the date of grant, depending upon the
specific stock option agreement, and that, with respect to incentive stock
options, the option exercise price shall be at least equal to 100% of the
fair market value of the Common Stock at the time of grant (110% in the case
of 10% stockholders). All outstanding options vest immediately upon
issuance, subject to optionee's continuous employment or association with
the Company. Under the Stock Option Plan, the Board retains discretion to
modify the terms of outstanding options, subject to the provisions of the
Plan.
(2) All options were granted at market value on the date of
grant.
Aggregated Option/SAR Exercises In Last Fiscal Year
And Fiscal Year-End Option/SAR Values
The following table provides information related to the number and
value of stock options and stock appreciation rights held at fiscal year end
by the named executive officer:
- 5 -
<PAGE>
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised In-the
Options at June 30, 1995 Money Options at June 30, 1995
Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C>
Vincent 58,333 $448,435
D. Romeo
</TABLE>
Compensation of Directors
The Company has not paid and does not presently propose to pay
compensation to any director for acting in such capacity, except for nominal
sums for attending Board of Directors meetings and reimbursement for
reasonable expenses in attending those meetings.
Devin N. Wenig, the Company's Chairman, was paid approximately $20,000
in the Company's fiscal year ended June 30, 1995 for acting as Chairman of
the Executive Committee of the Company's Board of Directors.
Employment Contracts, Termination of Employment and Change in Control
Arrangements
In August 1994, the Company and Dr. Romeo entered into a three year
employment agreement. Pursuant to this agreement, Dr. Romeo receives
compensation of $160,000 per year. Upon completion of Phase II studies for
two of the Company's proposed products such compensation will be increased
to $175,000 per year. Dr. Romeo is also entitled to a $20,000 incentive
bonus if and when the Company's prescription Vitamin B-12 nasal formulation
is approved for marketing by the FDA and a $20,000 bonus each time an NDA
for one of the Company's proposed products is accepted for filing by the
FDA. In addition, Dr. Romeo received an additional incentive stock option to
acquire 25,000 shares of the Company's Common Stock in accordance with the
terms and conditions of the Company's Stock Option Plan.
Compensation Committee Interlocks and Insider Participation
The Company's Compensation Committee presently consists of Devin N.
Wenig, the Company's Chairman, Joel Girsky and John V. Pollock, both outside
directors of the Company. The Compensation Committee is responsible for
reviewing and approving the compensation of the President, other officers of
the Company and administering and/or interpreting the Company's stock option
plan.
Report of Compensation Committee on Executive Compensation
The Company's Compensation Committee made no discretionary
recommendations regarding executive compensation in the last fiscal year as
the compensation of the Company's President was determined by contract.
- 6 -
<PAGE>
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors and persons who beneficially own
more than 10% of the Company's Common Stock to file initial reports of
ownership and reports of changes in ownership with the Securities and
Exchange Commission ("SEC"). Such persons are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms filed by such
persons.
Based solely on the Company's review of such forms furnished to the
Company and written representations from certain reporting persons, the
Company believes that all such filing requirements were complied with.
Stock Option Plan
Under the Company's Stock Option Plan (the "Plan") options to purchase
a maximum of 483,333 shares of Common Stock of the Company (subject to
adjustment in the event of stock splits, stock dividends, recapitalizations
and other capital adjustments) may be granted to employees, officers and
directors of the Company and other persons who provide services to the
Company. Currently, there are 214,749 such options granted and outstanding.
The options to be granted under the Plan are designated as incentive stock
options or non-incentive stock options by the Board of Directors which also
has discretion as to the persons to be granted options, the number of shares
subject to the options and the terms of the option agreements. Only
employees, including officers and part-time employees of the Company may be
granted incentive stock options. The options are intended to receive
incentive stock option tax treatment pursuant to Section 422A of the
Internal Revenue Code of 1986, as amended (the "Code").
The Plan provides that options granted thereunder shall be exercisable
during a period of no more than ten years (five years in the case of 10%
shareholders) from the date of grant, depending upon the specific stock
option agreement, and that, with respect to incentive stock options, the
option exercise price shall be at least equal to 100% of the fair market
value of the Common Stock at the time of grant (110% in the case of 10%
shareholders). Pursuant to the provisions of the Plan, the aggregate fair
market value (determined on the date of grant) of the Common Stock with
respect to which incentive stock options are exercisable for the first time
by an employee during any calendar year shall not exceed $100,000.
The purpose of the Plan is to increase the ability of the Company to
attract and retain individuals of exceptional skill upon whom, in large
measure, its sustained progress, growth and ultimate profitability depend.
In addition, the Plan is intended to advance the interests of the Company by
enabling its directors, officers and employees to acquire a financial
interest in the Company through grants of options to acquire the Company's
Common Stock. The Plan is intended to provide an increased incentive to
these individuals, thereby providing such persons with an
- 7 -
<PAGE>
added incentive to continue in the employ or service of the Company and to
stimulate their efforts in promoting the growth, efficiency and
profitability of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In December 1992 the Company entered into a debt restructure agreement
with Basil Properties ("Basil") which amended the terms of a $600,000 loan
by Basil to the Company in May 1989 (the "Restructuring Agreement").
Pursuant to the Restructuring Agreement, the Company is required to make
annual principal curtailments commencing September 30, 1993 equal to 5% of
the Company's total revenue for the preceding fiscal year ended June 30th,
subject to an annual minimum payment of $25,000. Should the Company's total
revenue exceed $5,000,000 in any fiscal year, the remaining unpaid principal
balance shall become due and payable the following September 30th. Basil has
the option to convert any outstanding portion of the principal balance of
the loan into shares of the Company's Common Stock. The conversion prices
based upon the year of conversion are as follows: 1995 - $16.44 per share;
1996 - $20.55 per share; and 1997 - $25.68 per share. Any remaining unpaid
principal balance is due and payable January 1, 1998.
Mr. Bruce R. Thaw, a director of the Company, billed the Company
approximately $55,000 for legal fees for representing the Company in
connection with certain legal and regulatory matters in fiscal 1995. Mr.
Thaw continues to represent the Company for which he will be paid
customary legal fees.
Dr. Ian Ferrier, a director of the Company, is the Chief Executive
Officer of Bogart Delafield Ferrier Inc. ("BDF") and is an affiliate of
Mazier Partners LLC ("MP"). BDF and MP provided consulting services to the
Company in areas of strategic planning, market planning and research and
development prioritization. For its fiscal year ended June 30, 1995, the
Company paid BDF and MP $186,000 and $56,000, respectively.
PROPOSAL NO.1 - NOMINATION AND ELECTION OF DIRECTORS
At the annual meeting, eight directors are to be elected by the holders
of the Common Stock to serve until the next annual meeting of shareholders
and until their successors have been elected and qualify. Certain
information concerning the nominees for election at the annual meeting, each
of whom is presently a director, and all the directors and officers as a
group, is set forth below. While the Board of Directors has no reason to
believe that any of those named will not be available as a candidate, should
such a situation arise, the proxy may be voted for the election of the other
nominees in the discretion of the persons acting pursuant to the proxy.
The following information is submitted concerning the nominees for
election as directors based upon information received by the Company from
such persons:
- 8 -
<PAGE>
<TABLE>
<CAPTION>
Name Age Position Director Since
<S> <C> <C> <C>
Devin N. Wenig 28 Chairman 1991
Dr. Vincent D. Romeo 38 President and Chief 1991
Executive Officer
Joel Girsky 56 Director, Secretary 1983
and Treasurer
Dr. Ralph Jacobsen 63 Director 1983
Bruce R. Thaw 42 Director 1991
Alvin Katz 65 Director 1993
John V. Pollock 57 Director 1993
Dr. Ian R. Ferrier 52 Director 1995
</TABLE>
Devin N. Wenig was appointed Chairman of the Company's Board of
Directors in June 1991. Mr. Wenig received a B.A. degree from Union
College and a J.D. degree from the Columbia University School of Law.
From May 1991 to May 1994 Mr. Wenig was a corporate associate with the
firm of Cravath, Swaine and Moore. Mr. Wenig is currently a practicing
corporate attorney in New York City, New York.
Dr. Vincent D. Romeo has been employed by the Company since 1985
as Director of Research and was appointed President and Chief Executive
Officer of the Company in August 1991. Dr. Romeo is a registered
pharmacist and received a Ph.D. degree from St. John's University
College of Pharmacy in Pharmaceutical Sciences in 1984, with a specialty
in pharmacology. He continues at St. John's as an Adjunct Professor of
Pharmacology, Graduate Division, College of Pharmacy and Allied Health
Professions. Dr. Romeo has devoted a significant amount of his time with
the Company formulating drugs for nasal delivery, developing animal
models for nasal drug testing, and designing clinical efficacy and
safety studies. He has authored and co-authored several published
articles in the field. Dr. Romeo has also presented his work at various
meetings and conferences sponsored by the American Association of
Pharmaceutical Scientists and the American College of Clinical
Pharmacology. Dr. Romeo is an active member of the American Association
of Pharmaceutical Scientists, the American College of Clinical
Pharmacology, the Rho Chi Pharmaceutical Society, and the New York
Academy of Sciences. Dr. Romeo has also been appointed as an Adjunct
Assistant Professor of Pharmaceutics at The University of Rhode Island,
College of Pharmacy.
Joel Girsky has been a Director of the Company since October 1983, and
the Company's Secretary/Treasurer since April 1986. From 1961 to the
present, Mr. Girsky has been President and Chairman of the Board of Jaco
Electronics, Inc., Hauppauge, New York, a publicly held company
- 9 -
<PAGE>
engaged in the distribution of electronic components. Mr. Girsky
received a degree in Marketing from Brooklyn College in 1957.
Dr. Ralph Jacobsen has been a Director of the Company since October
1983. From 1982 to the present, Dr. Jacobsen has been Medical Director of
Medicus Intercon, a division of D'Arcy Masius Benton & Bowles (New York
City), an international health care advertising agency. From 1981 to 1982,
Dr. Jacobsen was a private consultant engaged in the clinical evaluation of
drugs. From 1973 to 1981, Dr. Jacobsen was Vice President and Medical
Director of Endo-DuPont, Pharmaceutical Division (Garden City, New York), an
entity engaged in research, development, manufacture and sales of ethical
pharmaceuticals. Dr. Jacobsen received a B.A. Degree from New York
University in 1953 and a Medical Degree from George Washington University,
School of Medicine in 1957.
Bruce R. Thaw has been a Director of the Company since June 1991. From
1984 to the present, Mr. Thaw has been a principal in a law firm, which
serves as general counsel to the Company. Mr. Thaw was admitted to the bar
of the State of New York in 1978 and the California State Bar in 1983. He
has a BBA degree from the Hofstra University School of Business and a JD
degree from the Hofstra University School of Law. Mr. Thaw is also a
director of Information Resource Engineering, Inc., a publicly traded
company engaged in the computer network security industry and Amtech
Systems, Inc. a publicly traded company engaged in the semi-conductor
industry.
Alvin Katz was appointed to the Company's Board of Directors in
September 1993. He is currently an adjunct professor of business management
at Florida Atlantic University and has held this position since 1981. In
1991 Mr. Katz was appointed as Chief Executive Officer of Odessa Engineering
Corp., a company engaged in the manufacturing of pollution monitoring
equipment. He held this position until that company was sold in September
1992. From 1957 to 1976, Mr. Katz was employed by United Parcel Service
holding various managerial positions, including District Manager and
Corporate Manager of Operations, Planning, Research and Development. Mr.
Katz serves on the Board of Directors of several publicly held companies
including Miller Industries, a manufacturer of windows and doors; Blimpie
International, Inc., which is engaged in the franchising and marketing of
quick service sandwich restaurants; Amtech Systems, Inc., which is engaged
in the semi-conductor industry; and Foremost Industries which is engaged in
the distribution and repair of commercial refrigeration. He is also a
director of Aromatics Incorporated, a manufacturer of car wash equipment.
Mr. Katz holds a B.S. in Business Administration degree from New York
University and has done graduate work at C.U.N.Y.- Baruch School.
John V. Pollock was appointed to the Company's Board of Directors
in September 1993. From 1991 to the present Mr. Pollock has served as a
director of Frank E. Basil, Inc., a worldwide provider of facilities
maintenance, engineering and operations management services. Mr. Pollock
also serves as a consultant to the partners of Basil Properties and has
served as the President of Nastech-Basil International, Inc. From 1975
to 1991 Mr. Pollock was a senior banking executive in the Washington,
- 10 -
<PAGE>
D.C. area, serving as President and Chief Executive Officer of Dominion
Bank of Washington and the John Hanson Savings Bank.
Dr. Ian R. Ferrier who was appointed to the Company's Board of
Directors in January 1995, is the founder, President and Chief Executive
Officer of Bogart Delafield Ferrier Inc., and has served in such capacity
since its inception in 1982. Trained in medicine and pharmacology, Dr.
Ferrier has managed and directed pharmaceutical programs and guided the
growth of several multinational companies. He has served on the Board of
Directors of a number of health care and biotechnical firms, as well as
serving as consultant to many of the worlds major pharmaceutical companies.
From 1982 to 1987, Dr. Ferrier served as President of McCann Healthcare Inc.
From 1982 to 1983, Dr. Ferrier served as Chairman of The Covington Group of
Companies; in 1982 as Executive Vice President of TechAmerica Group and from
1979 to 1982, as Vice President of Kalipharma Inc. From 1975 to 1979 Dr.
Ferrier served as Chief Executive Officer of the Monadnock Medical Center.
Dr. Ferrier received a BSc in Pharmacology from the University of Edinburgh,
Edinburgh Scotland; served his residency training in nephrology/clinical
pharmacology at Southmead General Hospital, University of Bristol Associated
Hospitals, Bristol, England; and his post-graduate internship at the Western
General Hospital of the University of Edinburgh Associated Hospitals,
Edinburgh, Scotland.
The Underwriting Agreement between the Company and Barber & Bronson
Incorporated executed in December, 1993 provides that, for a three year
period, the Representative shall be entitled to nominate one director to
serve on the Board of Directors of the Company. The officers and directors
of the Company have agreed to vote their shares of Common Stock in favor of
such designee. The Representative has exercised its right to designate a
director by the nomination of Mr. Alvin Katz.
The Company does not have a nominating or similar committee. There were
three (3) board meetings held during the fiscal year ended June 30, 1995.
Each director attended all meetings of the Board and any committee of which
he was a member in the past fiscal year, except that Ralph Jacobsen was
unable to attend one board meeting, and Alvin Katz was unable to attend two
board meetings.
PROPOSAL NO. 2 - INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Company's Board of Directors has appointed Robbins, Greene,
Horowitz, Lester & Co. LLP to perform the annual audit of the books of the
Company for the fiscal year ended June 30, 1996. A representative of
Robbins, Greene, Horowitz, Lester & Co. LLP is expected to be present at the
Annual Meeting to respond to appropriate questions.
The Board of Directors unanimously recommends a vote FOR approval of
Proposal No. 2 and proxies solicited by the Board of Directors will be so
voted unless stockholders specify on their proxy card a contrary choice.
- 11 -
<PAGE>
SHAREHOLDER PROPOSALS
Shareholders who wish to present proposals for action at the 1996
Annual Meeting of Shareholders should submit their proposals in writing to
the Secretary of the Company at the address of the Company set forth on the
first page of this Proxy Statement. Proposals must be received by the
Secretary on or before August 14, 1996 in order to be considered for
inclusion in next year's proxy materials.
ANNUAL REPORT TO SHAREHOLDERS
The Annual Report to shareholders of the Company for the year ended
June 30, 1995, including audited financial statements, has been mailed to
the shareholders concurrently herewith, but such report is not incorporated
in this Proxy Statement and is not deemed to be part of the proxy
solicitation material.
OTHER MATTERS
The Board of Directors of the Company does not know of any other
matters that are to be presented for action at the Annual Meeting of
Shareholders. If any other matters are properly brought before the meeting
or any adjournments thereof, the persons named in the enclosed proxy will
have the discretionary authority to vote all proxies received with respect
to such matters in accordance with their best judgment.
By order of the Board of Directors
Joel Girsky, Secretary
October 18, 1995
Hauppauge, New York
- 12 -
<PAGE>
NASTECH PHARMACEUTICAL COMPANY, INC.
45 Davids Drive
HAUPPAUGE, NEW YORK, 11788
PROXY CARD, SOLICITED BY MANAGEMENT OF THE COMPANY
The undersigned hereby constitutes and appoints Devin N. Wenig, whom
failing, Dr. Vincent D. Romeo, or any one of them acting in the absence of the
other, with full power of substitution, to be the true and lawful attorneys
and proxies for the undersigned to vote at the Annual Meeting of Stockholders
of Nastech Pharmaceutical Company, Inc. to be held at the offices of the
Company, 45 Davids Drive, Hauppauge, New York, 11788 on December 11, 1995 at
10:00 A.M. or at any adjournment thereof, Notice of which meeting together
with a Proxy Statement has been received.
Said proxies are directed to vote the shares the undersigned would be
entitled to vote if personally present upon the following matters, all more
fully described in the Proxy Statement.
The Directors favor a vote FOR the following proposals:
1. The election of Directors
/ / FOR all nominees, except as noted
/ / WITHHOLD AUTHORITY to vote for all nominees
Nominees: Devin N. Wenig, Dr. Vincent D. Romeo, Bruce R. Thaw, Joel Girsky,
Dr. Ralph Jacobsen, Alvin Katz, John V. Pollock and Dr. Ian Ferrier.
Instructions: To withhold your vote from any individual nominee, write that
nominee's name on the space provided below. IF YOU DO NOT WITHHOLD AUTHORITY
TO VOTE FOR THE ELECTION OF ANY NOMINEE AS PROVIDED HEREIN, YOU SHALL BE
DEEMED TO HAVE GRANTED SUCH AUTHORITY.
2. To ratify the appointment of Robbins, Greene, Horowitz, Lester & Co. LLP,
as the auditor of the accounts of the Company for the fiscal year ending June
30, 1995.
/ / FOR / / AGAINST / / ABSTAIN
3. In accordance with their best judgment with respect to any other business
that may properly come before the meeting.
The shares represented by this Proxy will be voted and in the event
instructions are given in the space provided, they will be voted in accordance
therewith; if instructions are not given, they will be voted as recommended by
the Directors with regard to the proposals.
The undersigned hereby acknowledges receipt of a copy of the accompanying
Notice of Meeting and Proxy Statement.
DATED: ________
___________________________________
SIGNATURE(must correspond with name
as printed in the space beside)
