<PAGE> 1
SCHEDULE 14A-INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a -6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it is determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
[NASTECH LOGO]
------------------------------------
NOTICE OF
ANNUAL MEETING
AND
PROXY STATEMENT
------------------------------------
ANNUAL MEETING
TO BE HELD
June 20, 2000
<PAGE> 3
NASTECH PHARMACEUTICAL COMPANY INC.
45 DAVIDS DRIVE
HAUPPAUGE, NEW YORK 11788
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 20, 2000 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 150 Vanderbilt Motor
Parkway, Hauppauge, New York 11788 at 10:00 A.M. on Tuesday, June 20, 2000, to
consider and vote on the following proposals:
1. To elect seven (7) 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 KPMG LLP as the Company's independent
auditors for the year ending December 31, 2000; 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 May 10, 2000 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 December 31,
1999 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,
Carol Wenig,
Secretary
May 15, 2000
Hauppauge, New York
<PAGE> 4
NASTECH PHARMACEUTICAL COMPANY INC.
45 DAVIDS DRIVE
HAUPPAUGE, NEW YORK 11788
------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 20, 2000
------------------------
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 June 20, 2000 and at any postponements or
adjournments thereof. This material is first being mailed to stockholders on or
about May 15, 2000.
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 stockholder 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."
BENEFICIAL OWNERSHIP OF SECURITIES AND VOTING RIGHTS
Shares of common stock, of which 6,190,485 shares were outstanding as of
April 10, 2000, 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 May 10, 2000
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.
The following table sets forth as of April 10, 2000 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:
<PAGE> 5
<TABLE>
<CAPTION>
AMOUNT
AND NATURE PERCENTAGE OF
OF BENEFICIAL OUTSTANDING SHARES
NAME OF BENEFICIAL OWNER (1) OWNERSHIP (2) OWNED (3)
---------------------------- ------------- ------------------
<S> <C> <C>
Dimensional Fund Advisors, Inc. (17) 432,600 7.0%
SAFECO Corporation and affiliates (4) 372,300 6.0
Devin N. Wenig (5) 411,853 6.5
Basil Properties (6)(16) 283,537 4.6
Bruce R. Thaw (7) 173,041 2.8
Dr. Charan R. Behl (10) 156,168 2.5
Alvin Katz (8) 149,000 2.4
Carol Wenig (12) 148,235 2.4
Vincent D. Romeo (9) 113,845 1.8
Ian Ferrier (11) 80,000 1.3
Joel Girsky (8) 58,749 *
Grant W. Denison, Jr. (13) 55,000 *
John V. Pollock (8)(15) 53,333 *
Andrew P. Zinzi (14) 36,573 *
All Officers and Directors as a Group (11
persons) (15) 1,719,334 24.6%
</TABLE>
- ---------------
* Represents less than 1% of the outstanding shares of the Company's Common
Stock.
(1) The addresses of all persons other than Basil Properties, Messrs. Bruce R.
Thaw, 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 301 N. Birch Rd., Fort Lauderdale, FL.
(2) All shares are owned beneficially and of record unless indicated otherwise.
Other than SAFECO Corporation and affiliates, and Dimensional Fund
Advisors, Inc., includes 786,141 shares issuable pursuant to outstanding
stock options with the Company, which may be exercised within 60 days of
the date of this Report.
(3) Does not give effect to the exercise of the Underwriter's Warrants, and
387,471 shares of Common Stock reserved for issuance under the Company's
stock option plan.
(4) Based on information supplied by SAFECO Corporation and affiliates, a
registered investment advisor located at SAFECO Plaza, Seattle, Washington
98185, in a Schedule 13G filed with the Securities and Exchange Commission
on February 29, 2000.
(5) Devin N. Wenig's shares, as indicated above, include 155,000 shares
issuable pursuant to outstanding stock options with the Company, which may
be exercised within 60 days of the date of this Report, and 166 shares held
by members of Mr. Wenig's immediate family.
(6) Includes 40,000 shares held by the estate of Mrs. Sophie Basil, a general
partner of Basil Properties.
(7) Includes 95,000 shares issuable pursuant to outstanding stock options with
the Company, which may be exercised within 60 days of the date of this
Report.
(8) Includes 50,000 shares issuable pursuant to outstanding stock options with
the Company, which may be exercised within 60 days of the date of this
Report.
(9) Includes 95,000 shares issuable pursuant to outstanding stock options with
the Company, which may be exercised within 60 days of the date of this
Report.
(10) Includes 65,168 shares issuable pursuant to outstanding stock options with
the Company, which may be exercised within 60 days of the date of this
Report.
2
<PAGE> 6
(11) Includes 80,000 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 60,000 shares issuable pursuant to outstanding stock options with
the Company, which may be exercised within 60 days of the date of this
Report.
(13) Includes 55,000 shares issuable pursuant to outstanding stock options with
the Company, which may be exercised within 60 days of the date of this
Report.
(14) Includes 30,973 shares issuable pursuant to outstanding stock options with
the Company, which may be exercised within 60 days of the date of this
Report, and 600 shares owned by members of Mr. Zinzi's immediate family.
(15) Includes shares held by Basil Properties. See notes (6) and (16).
(16) John V. Pollock is a managing director of Basil Properties and its nominee
to the Company's Board of Directors.
(17) Based on information supplied by Dimensional Fund Advisors, Inc. a
registered investment advisor located at 1299 Ocean Avenue, Santa Monica,
California, 90401-1038 in a Schedule 13G filed with the Securities and
Exchange Commission on December 31, 1999.
COMPENSATION OF DIRECTORS
For services rendered, each eligible non-employee director received 10,000
stock options to purchase the Company's Common Stock. Further, certain eligible
directors will be granted 10,000 stock options annually, effective at the time
of the Annual Meeting of Stockholders, at an option exercise price equal to the
market value of the Company's Common Stock at date of grant.
In 1999, the Company agreed to provide split-dollar life insurance for its
former Chairman of the Board of Directors, Devin Wenig, in consideration for
services rendered and in lieu of cash remuneration. Over a 10-year period the
Company will pay $397,000 in premiums. At the end of 15 years, the premiums are
to be repaid to the Company; such repayment being secured by the Company's
collateral interest in the insurance policy. For the year ended December 31,
1999, the Company recognized $24,000 of expense related to this policy.
Bruce Thaw, a director, provided legal services to the Company in 1999.
Fees earned by this director were $142,000.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS
Certain officers of the Company have employment agreements that provide
base compensation and annual incentive compensation. Dr. Vincent D. Romeo, the
Company's President and Chief Executive Officer who died on May 1, 2000, has an
employment contract that provides certain benefits upon death, including life
insurance and accrued compensation. The aggregate total of these benefits is
approximately $300,000. Further, Dr. Romeo's stock options became immediately
vested and exercisable over defined periods in accordance with his option
agreement.
The Company's agreement with its former President, Mr. Robert Rosen,
terminated January 1, 1999. As part of the termination agreement Mr. Rosen
received a severance payment of $107,500 and a monthly retainer of $10,000 for
the initial six month term of a consulting agreement.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee presently consists of Joel Girsky and
John V. Pollock, both outside directors of the Company. The Compensation
Committee is responsible for reviewing and approving the compensation of all
officers of the Company and administering and/or interpreting the Company's
stock option plan. The Compensation Committee held one meeting in 1999.
3
<PAGE> 7
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 December 31, 1999:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS (F)
ANNUAL COMPENSATION ------------
------------------- OPTIONS ALL OTHER (E)
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (#SHARES) COMPENSATION
--------------------------- ---- -------- -------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Dr. Vincent D. Romeo, President and
Chief Executive Officer (A) 1999 $242,000 $ 46,000 25,000 --
1998 $229,000 $ 25,000 -- --
1997 $182,000 $103,000 60,000 --
Mr. Robert Rosen, President (B) 1998 $220,000 $ 80,000 -- $108,000
1997 $ 87,000 $100,000 140,000 $243,000
Mr. Andrew P. Zinzi, Chief Financial
Officer (C) 1999 $170,000 $ 22,000 35,000 --
1998 $170,000 $ 25,000 -- --
1997 $170,000 $ 27,000 -- $ 14,000
Dr. Charan R. Behl, Executive Vice
President, Research & Development (D) 1999 $254,000 $ 77,000 48,000 --
1998 $182,000 $ 25,000 -- --
1997 $147,000 $ 30,000 30,000 --
Ms. Carol Wenig, Secretary 1999 $ 99,000 $ 5,000 -- --
1998 $ 80,000 $ 10,000 -- --
1997 $ 70,000 $ 5,000 25,000 --
</TABLE>
- ---------------
<TABLE>
<C> <S>
(A) Dr. Vincent D. Romeo who died on May 1, 2000, served as
President and Chief Executive Officer of the Company from
August 1991 through October 1997, and President effective
January 1, 1999.
(B) Mr. Rosen assumed the position of President in October 1997
and resigned effective January 1, 1999. From May 1, 1997 to
October 6, 1997, he served as Executive Vice President of
Marketing and Business Development.
(C) Mr. Zinzi commenced employment with the Company in November
1996.
(D) Dr. Behl commenced employment with the Company in January
1995.
(E) The Company provides the named executive officers with
certain group life, health, medical and other non-cash
benefits generally available to all salaried employees. The
amounts shown in this column include the following: Other
compensation paid to Mr. Rosen in 1998 represents a
severance payment of $108,000 and in 1997 includes
consulting fees ($40,000) prior to employment, reimbursed
travel and entertainment expenses ($28,000), and the fair
market value of accelerated stock options ($175,000). Other
compensation paid to Mr. Zinzi in 1997 includes relocation
costs of $14,000.
(F) In August 1998, the Company's Board of Directors approved a
stock option exchange program in which it offered all
holders the right to exchange their options for the same
number of new options with a lower exercise price but with a
modified term of vesting. All options with an exercise price
greater than $5.63 per share were eligible for this program
and were exchanged during 1998. The Summary Compensation
Table excludes options exchanged pursuant to this program.
</TABLE>
4
<PAGE> 8
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table provides the specified information concerning grants of
options to purchase the Company's Common Stock during the fiscal year ended
December 31, 1999, to the person named in the Summary Compensation Table:
INDIVIDUAL GRANT IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
% OF TOTAL
OPTIONS
GRANTED TO
OPTIONS EMPLOYEES IN EXERCISE OR HYPOTHETICAL
GRANTED FISCAL BASE PRICE EXPIRATION VALUE AT
NAME (SHARES)(1) YEAR 1999 ($/SHARE) DATE GRANT DATE(3)
---- ----------- ------------ ----------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Dr. Vincent D. Romeo 25,000 6 $3.375 (2) 3-8-04 $ 45,000
Mr. Andrew P. Zinzi 35,000 8 $2.6875(2) 4-29-04 $ 50,000
Dr. Charan R. Behl 48,000 11 $4.625 (2) 11-02-03 $117,000
</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 are 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) Options granted at market value on the date of grant.
(3) The estimated present value at grant date of options granted during 1999 has
been calculated using the Black-Scholes option pricing model, based upon the
following assumptions: estimated time until exercise of 5.0 years; a
risk-free interest rate of 6.0%, representing the interest rate on a U.S.
Government zero-coupon bond on the date of grant with a maturity
corresponding to the estimated time until exercise; a volatility rate of
53.0%. The approach used in developing these assumptions is consistent with
the requirements of Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation."
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. The Company did not issue stock appreciation rights in 1999.
5
<PAGE> 9
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-THE MONEY
OPTIONS AT DECEMBER 31, 1999 OPTIONS AT DECEMBER 31, 1999(A)
----------------------------- ---------------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------ -------------- -------------- ----------------
<S> <C> <C> <C> <C>
Dr. Vincent D. Romeo 95,000 40,000 -- --
Mr. Andrew P. Zinzi 22,223 52,777 -- 24,000
Dr. Charan R. Behl 59,168 41,332 -- --
Ms. Carol Wenig 60,000 -- -- --
</TABLE>
- ---------------
(a) Market value of shares covered by in-the-money options on December 31, 1999,
less option exercise price. Options are in-the-money if the market value of
the shares covered thereby is greater than the option exercise price.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Company's Compensation Committee (the "Committee") is composed entirely
of independent, outside directors and establishes the general compensation
policies of the Company, specific compensation for each executive officer of the
Company and administers the Company's Stock Option Plan. The Company's intent as
administered through the Committee is to make compensation packages of the
executive officers of the Company sufficient to attract and retain persons of
exceptional quality, and to provide effective incentives to motivate and reward
such executives for achieving the scientific, financial and strategic goals of
the Company essential to the Company's long-term success and growth in
stockholder value. The Company's typical executive compensation package consists
of three main components: (1) base salary; (2) incentive cash bonuses; and (3)
stock options.
Base Compensation
The Committee's approach is to offer executive salaries competitive with
those of other executives in the industry in which the Company operates. To that
end, the Committee evaluates the competitiveness of its base salaries based upon
information drawn from various sources, including published and proprietary
survey data, consultants' reports and the Company's own experience recruiting
and training executives and professionals. The Company's base salary levels are
intended to be consistent with competitive practice and level of responsibility,
with salary increases reflecting competitive trends, the overall financial
performance of the Company and the performance of the individual executive.
Bonuses
In addition to base salary, executives and managers are eligible to receive
discretionary bonuses, from time to time, upon the achievement of certain
scientific, financial and marketing milestones. In addition, at the beginning of
each year, the Committee and the CEO review each individual's job
responsibilities and goals for the upcoming year. The amount of the bonus and
any performance criteria vary with the position and role of the individual
within the Company.
Stock Option Grants
The Company, from time to time, grants stock options in order to provide
certain executives with a competitive total compensation package and to reward
them for their contribution to the long-term price performance of the Company's
Common Stock. Grants of stock options are designed to align the executive's
interest with that of the stockholders of the Company. In awarding option
grants, the Committee will consider, among others, the amount of stock and
options presently held by the executive, the executive's past performance and
contributions, and the executive's anticipated future contributions and
responsibilities.
6
<PAGE> 10
Compensation for the Executive Management in 1999
In 1999, executive management of the Company were awarded incentive bonuses
based upon the achievement of certain milestones, including, among others, the
successful completion of certain contractual milestones associated with
intranasal scopolamine and the advancement of certain products to later stages
of development.
COMPENSATION COMMITTEE
Joel Girsky, John V. Pollock
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. The Company is currently in
compliance with Section 16(a); however, Grant W. Denison, Jr., Dr. Ian R.
Ferrier, Devin N. Wenig, directors, and Dr. Charan R. Behl, an executive
officer, were delinquent in certain filings during the course of the year.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Bruce R. Thaw, a director, invoiced the Company approximately $142,000
for services rendered in connection with the Company's licensing activities,
legal issues associated with various collaborative agreements, and other legal
and regulatory matters in fiscal 1999. Mr. Thaw continues to represent the
Company for which he will be paid customary legal fees.
PROPOSAL NO. 1 -- NOMINATION AND ELECTION OF DIRECTORS
At the Annual Meeting of Stockholders, seven directors are to be elected by
the holders of the Common Stock to serve until the next Annual Meeting 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:
<TABLE>
<CAPTION>
NAME AGE POSITION DIRECTOR SINCE
---- --- ------------------- --------------
<S> <C> <C> <C>
Joel Girsky 60 Director, Treasurer 1983
Devin N. Wenig 33 Director 1991
Bruce R. Thaw 47 Director 1991
Dr. Ian R. Ferrier 56 Director 1995
Grant W. Denison, Jr. 50 Director 1996
Alvin Katz 70 Director 1993
John V. Pollock 61 Director 1993
</TABLE>
With deep regret, the Company reported on May 2, 2000 the untimely death of
Dr. Vincent D. Romeo, its former President and Chief Executive Officer. The
Company's succession plan requires that the Executive Committee, which is
comprised of directors Devin N. Wenig and Bruce R. Thaw, and CFO Andrew Zinzi,
7
<PAGE> 11
will assume and delegate responsibilities until such time as an interim CEO is
appointed, or a successor is named.
Mr. Wenig has been Chairman of the Board of Directors of the Company from
June 1991 to March 1999 and currently serves as a director. Mr. Wenig was
appointed Managing Director of Reuters Information (1999 revenue of $2.5
billion) in February 2000. In this role Mr. Wenig has the responsibility for
both the regional and central marketing functions, product development,
e-commerce, the data groups, and commercial policy for Reuters globally. Mr.
Wenig also retains the position of Executive Vice President of
Marketing -- Reuters America responsible for marketing and business development
functions in North and South America. Mr. Wenig serves as a Director of a number
of Reuters subsidiaries and portfolio companies, including Aether Systems, Inc.,
Multex.com, Intralinks, Inc., Loan Pricing Corporation, and FreeEdgar.com.
Before joining the Reuters organization, Mr. Wenig worked with the firm of
Cravath, Swaine and Moore as a Mergers and Acquisitions attorney. There he
managed several of their largest global transactions, including leveraged
buyouts, hostile transactions and cross-border mergers. Mr. Wenig received a
B.A. degree from Union College and a J.D. degree from the Columbia University
School of Law.
Mr. 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 engaged in the distribution of
electronic components. Mr. Girsky received a degree in Marketing from Brooklyn
College in 1957.
Mr. Thaw has been a Director of the Company from June 1991 to January 1997
and was reappointed to the Board in January, 1998. 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 is the President and Chief Executive Officer of Bulbtronics,
Inc., a national distributor of technical and specialty light sources and
related products. Mr. Thaw was admitted to the bar of the State of New York in
1978 and the California State Bar in 1983. 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.
Dr. 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 world's
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.
Mr. Denison co-founded BioMarin Pharmaceutical Inc. in 1997. As Chairman
and CEO, he has guided the development of the Company since its inception. Under
his leadership, BioMarin has raised approximately $69.0 million in private
financings and $67.3 million in a July 1999 IPO dual listing of the Company on
Nasdaq National Market and Swiss New Market exchanges. He also formed a joint
venture with Genzyme General to develop and commercialize BioMarin's lead enzyme
replacement product, which has completed pivotal clinical trials. Mr. Denison
has 25 years experience in senior management in major pharmaceutical companies.
During his ten years at Monsanto/Searle, he served as a member of the executive
committees of both companies. As President of Worldwide Consumer Products and
Senior Vice President for Business Development at Searle, he was responsible for
the general management of Searle's consumer products business and all
pharmaceutical, diagnostics and consumer licensing and business development. He
also served as Corporate Vice President, Strategic Planning for Searle's parent
company, Monsanto, during a
8
<PAGE> 12
period of major restructuring and portfolio realignment. In addition, he was
President of Searle's U.S. Pharmaceutical Operations during a period of
significant sales and earnings growth in the late 1980's. Prior to joining
Searle, Mr. Denison was Vice President of International Operations for Squibb
Medical Systems and also held a number of management positions during his 13
years at Pfizer, Inc., including Vice President of Pharmaceutical Planning and
Business Development from 1980 to 1985. During the course of his career at
Pfizer, he formed numerous licensing agreements, acquisitions and strategic
alliances. Mr. Denison holds an MBA from Harvard Business School, and he
graduated from Colgate University magna cum laude with a bachelor's degree with
High Honors in Mathematical Economics.
Mr. Katz was appointed to the Company's Board of Directors in September
1993. Mr. Katz was formerly Chief Executive Officer of Odessa Engineering Corp.,
a company engaged in the manufacturing of pollution monitoring equipment. 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.
Mr. 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. Mr. Pollock has been a senior banking executive in
the Washington, D.C. area since 1975 and Executive Vice President of Sequoia
National Bank.
The Company does not have a nominating or similar committee. There were
five (5) Board meetings held during the year ended December 31, 1999. Each
director attended all meetings of the Board and any committee of which he was a
member, with the exception of Grant W. Denison, Joel Girsky, Devin Wenig and
Jack Pollock who each missed one meeting.
PROPOSAL NO. 2 -- INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Company's Board of Directors has appointed KPMG LLP to perform the
annual audit of the books of the Company for the fiscal year ended December 31,
2000. A representative of KPMG 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
Proposals No. 1 and 2 and proxies solicited by the Board of Directors will be so
voted unless stockholders specify on their proxy card a contrary choice.
STOCKHOLDER PROPOSALS
Stockholders who wish to present proposals for action at the 2001 Annual
Meeting of Stockholders 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 January 11, 2001 in order to be considered for inclusion in next year's
proxy materials.
COMPARISON OF STOCK PERFORMANCE
The following graph and table compare the cumulative total shareholder
returns of the Company's Shares, the NASDAQ Composite and NASDAQ Pharmaceutical
Stocks. The graph assumes $100 invested on 12/31/93 in the Company's Shares in
each of the indices. The shareholder return shown on the graph below is not
necessarily indicative of future performance, and the Company will not make or
endorse any predictions as to future shareholder returns.
9
<PAGE> 13
[LINE GRAPH]
<TABLE>
<CAPTION>
NASTECH NASDAQ COMPOSITE PHARMACEUTICAL STOCKS
------- ---------------- ---------------------
<S> <C> <C> <C>
12/94 100.00 100.00 100.00
12/95 210.526 141.335 183.412
12/96 421.053 173.892 183.983
12/97 273.684 213.073 189.979
12/98 81.579 300.248 243.066
12/99 71.053 542.43 451.62
</TABLE>
ANNUAL REPORT TO STOCKHOLDERS
The Annual Report to Stockholders of the Company for the year ended
December 31, 1999, including audited financial statements is included herein.
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 Stockholders. 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,
Carol Wenig,
Secretary
May 15, 2000
Hauppauge, New York
10
<PAGE> 14
--------------------------------
WHEN PROXY IS OKAYED PLEASE SIGN
& DATE IT ABOVE
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
NASTECH PHARMACEUTICAL COMPANY INC.
JUNE 20, 2000
<TABLE>
<S> <C>
\/ PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED \/
- ------------------------------------------------------------------------------------------------------------------------------------
[X] PLEASE MARK YOUR
A VOTES AS IN THIS
EXAMPLE
WITHHOLD
FOR all AUTHORITY THE DIRECTORS FAVOR A VOTE FOR THE FOLLOWING PROPOSALS:
nominees, to vote for all
except as noted nominees FOR AGAINST ABSTAIN
1. The Election [ ] [ ] NOMINEES: Devin N. Wenig 2. Ratify the [ ] [ ] [ ]
of Dr. Ian Ferrier appointment of KPMG
Directors. Grant W. Denison, Jr. LLP as auditors.
Instructions: To withhold authority to vote for any Joel Girsky
individual nominee, with that nominee's name in the Alvin Katz 3. In accordance with their best judgment
space provided below. IF DO NOT WITHHOLD AUTHORITY John V. Pollack with respect to any other business that
TO VOTE FOR THE ELECTION OF ANY NOMINEE AS PROVIDED Bruce R. Thaw may properly come before the meeting.
HEREIN, YOU SHALL BE DEEMED TO HAVE GRANTED SUCH
AUTHORITY. The undersigned hereby acknowledges receipt
of a copy of the accompanying Notice of
- ----------------------------------------------------- Meeting and Proxy Statement.
PLEASE DATE THIS PROXY, SIGN IT AND RETURN
THE PROXY IN THE ENVELOPE PROVIDED.
Signature(s):_________________________________________________ _______________________________ DATED:_____________________________
SIGNATURE (IF HELD JOINTLY)
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.
</TABLE>
<PAGE> 15
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
falling, Bruce Thaw, 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 150 Vanderbilt Motor Parkway,
Hauppauge, New York 11788 on June 20, 2000 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 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.
(TO BE SIGNED ON REVERSE SIDE.)
